---



|                  |                                                                                        |                        
|----------------- | -------------------------------------------------------------------------------------- | -----------------------
|OROMIN            | Suite 2000, Guinness Tower, 1055 West Hastings Street, Vancouver, B.C.  Canada V6E 2E9
|EXPLORATIONS LTD. | Tel: (604) 331-8772                                                                    | Toll-free(877) 529-8475
|                  | Fax: (604) 331-8773                                                                    | E-mail: info@oromin.com





|                   |         
|------------------ | --------
|September 16, 2008 | BY EDGAR





U.S. Securities and Exchange Commission

Document Control, Room 1004

450 Fifth Street, N.W.

Washington, D.C.

U.S.A. 20549



Dear Sir or Madam:



Re:

Form 20-F Annual Report - Commission File Number 0-30614



Please find enclosed for filing, pursuant to the Securities and Exchange Act of 1934, as amended from time to time, an Annual Report on Form 20-F of Oromin Explorations Ltd. for its February 29, 2008 fiscal year end.



I trust you will find the foregoing to be in order. Please do not hesitate to call me if you have any questions or comments regarding this filing.



Yours Truly,



OROMIN EXPLORATIONS LTD.



Signed:  Ian Brown



per:

Ian Brown

Chief Financial Officer



IB:sh



cc:

Davidson & Co. Attn.: D. Harris

Miller Thomson, Attn.: Peter McArthur



---



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 29, 2008

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 77 Pages

The Exhibit Index is located on Page 76







---

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.



64,972,583



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.



Yes X

No _________



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



Large accelerated filer ______  Accelerated filer __________ Non-accelerated 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                    Other______X___

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 17   X

Item 18_________







---

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 29, 2008 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.





---

4





SECURITIES AND EXCHANGE COMMISSION



FORM 20-F



TABLE OF CONTENTS



|                              |                                                                                                                                                                                                                                                                                                                   |         
|----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|                              |                                                                                                                                                                                                                                                                                                                   | Page No.
|GLOSSARY OF OIL AND GAS TERMS | 8                                                                                                                                                                                                                                                                                                                
|GLOSSARY OF MINING TERMS      | 9                                                                                                                                                                                                                                                                                                                
|                              |                                                                                                                                                                                                                                                                                                                   |         
|PART I                        |                                                                                                                                                                                                                                                                                                                   | 11      
|                              |                                                                                                                                                                                                                                                                                                                   |         
|ITEM 1.                       | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                                                                                                                                                                                                                                                             | 11      
|                              |                                                                                                                                                                                                                                                                                                                   |         
|ITEM 2.                       | OFFER STATISTICS AND EXPECTED TIMETABLE                                                                                                                                                                                                                                                                           | 11      
|                              |                                                                                                                                                                                                                                                                                                                   |         
|ITEM 3.                       | KEY INFORMATION                                                                                                                                                                                                                                                                                                   | 11      
|                              |                                                                                                                                                                                                                                                                                                                   |         
|A.                            | Selected Financial Data                                                                                                                                                                                                                                                                                           | 11      
|B.                            | Capitalization and Indebtedness                                                                                                                                                                                                                                                                                   | 12      
|C.                            | Reasons For The Offer and Use of Proceeds                                                                                                                                                                                                                                                                         | 13      
|D.                            | Risk Factors                                                                                                                                                                                                                                                                                                      | 13      
|                              | Exploration Risks                                                                                                                                                                                                                                                                                                 | 13      
|                              | History of Net Losses; Accumulated Deficit; Lack of Revenue From Operations                                                                                                                                                                                                                                       | 14      
|                              | Limited Experience with Development-Stage Resource Operations                                                                                                                                                                                                                                                     | 14      
|                              | Stock Subject to Penny Stock Rules                                                                                                                                                                                                                                                                                | 14      
|                              | Uninsurable Risks                                                                                                                                                                                                                                                                                                 | 15      
|                              | Competition                                                                                                                                                                                                                                                                                                       | 15      
|                              | Foreign Countries and Regulatory Requirements                                                                                                                                                                                                                                                                     | 15      
|                              | Environmental and Other Regulatory Requirements                                                                                                                                                                                                                                                                   | 16      
|                              | Dividends                                                                                                                                                                                                                                                                                                         | 16      
|                              | Share Price Volatility; Price Fluctuations                                                                                                                                                                                                                                                                        | 16      
|                              | Companys Officers and Directors Resident Outside U.S.;
Potential Unenforceability of Civil Liabilities and Judgments                                                                                                                                                                                             | 17      
|                              | If the Company is Unable to Successfully Develop and Subsequently Generate Sufficient Cash Flow from its Properties, the Company Could be Treated as a Passive Foreign Investment Company for U.S. Tax Purposes, Possibly Resulting in Additional Taxes to Its U.S. Stockholders and Less Liquidity for the Stock | 17      
|                              |                                                                                                                                                                                                                                                                                                                   |         
|ITEM 4.                       | INFORMATION ON THE COMPANY                                                                                                                                                                                                                                                                                        | 17      
|A.                            | History and Development of the Company                                                                                                                                                                                                                                                                            | 17      
|                              | Acquisition of the Santa Rosa Property, Argentina                                                                                                                                                                                                                                                                 | 18      
|                              | Acquisition of the Sabodala Property, Sénégal                                                                                                                                                                                                                                                                     | 19      
|                              | Acquisition and Disposition  of the Carneirinho Property, Brazil                                                                                                                                                                                                                                                  | 19      



---

5





|         |                                                                                         |   
|-------- | --------------------------------------------------------------------------------------- | --
|B.       | Business Overview                                                                       | 20
|C.       | Organizational Structure                                                                | 21
|D.       | Property, Plants and Equipment                                                          | 21
|         | Santa Rosa Property, Argentina                                                          | 21
|         | Title                                                                                   | 21
|         | Location, Access & Physiography                                                         | 22
|         | Exploration History                                                                     | 22
|         | Regional and Local Geology                                                              | 23
|         | Stratigraphy                                                                            | 23
|         | Geochemistry and Hydrocarbon Migration                                                  | 24
|         | Structure                                                                               | 24
|         | Sediment Distribution                                                                   | 25
|         | Proposed Exploration                                                                    | 25
|         | Doing Business in Argentina                                                             | 25
|         | Sabodala Property, Sénégal                                                              | 27
|         | Title                                                                                   | 27
|         | Location, Access & Physiography                                                         | 28
|         | Plant and Equipment                                                                     | 29
|         | Regional and Local Geology                                                              | 29
|         | Mineralization                                                                          | 31
|         | Exploration History                                                                     | 32
|         | Exploration  Recent Results                                                            | 33
|         | Proposed Exploration                                                                    | 33
|         | Doing Business in Sénégal                                                               | 34
|         | Carneirinho Property, Brazil                                                            | 35
|         |                                                                                         |   
|ITEM 4A. | UNRESOLVED STAFF COMMENTS                                                               | 36
|         |                                                                                         |   
|ITEM 5.  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                            | 36
|A.       | Operating Results                                                                       | 36
|         | Fiscal Year Ended February 29, 2008 Compared to Fiscal Year Ended
February 28, 2007     | 38
|         | Fiscal Year Ended February 28, 2007 Compared to Fiscal Year Ended
February 28, 2006     | 39
|         | Fiscal Year Ended February 28, 2006 Compared to Fiscal Year Ended
February 28, 2005     | 39
|B.       | Liquidity and Capital Resources                                                         | 39
|         | February 29, 2008 Compared to February 28, 2007                                         | 40
|         | February 28, 2007 Compared to February 28, 2006                                         | 40
|         | February 28, 2006 Compared to February 28, 2005                                         | 41
|         | Material Differences between Canadian and U.S. Generally Accepted Accounting Principles | 42
|         | Outlook                                                                                 | 42
|C.       | Research and Development, Patents and Licenses, etc.                                    | 42
|D.       | Trend Information                                                                       | 42
|E.       | Off-Balance Sheet Arrangements                                                          | 43
|F.       | Tabular Disclosure of Contractual Obligations                                           | 43
|G.       | Safe Harbour                                                                            | 43
|         |                                                                                         |   
|ITEM 6.  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                              | 44
|A.       | Directors and Senior Management                                                         | 44
|B.       | Compensation                                                                            | 45
|         | Option Grants in Last Fiscal Year                                                       | 46
|         | Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values       | 47



---

6





|         |                                                                                |   
|-------- | ------------------------------------------------------------------------------ | --
|         | Pension and Retirement Benefit Plans                                           | 47
|         | Termination of Employment, Change in Responsibilities and Employment Contracts | 47
|         | Directors                                                                      | 47
|C.       | Board Practices                                                                | 49
|D.       | Employees                                                                      | 49
|E.       | Share Ownership                                                                | 50
|         |                                                                                |   
|ITEM 7.  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                              | 51
|A.       | Major Shareholders                                                             | 51
|B.       | Related Party Transactions                                                     | 51
|C.       | Interests of Experts and Counsel                                               | 52
|         |                                                                                |   
|ITEM 8.  | FINANCIAL INFORMATION                                                          | 52
|A.       | Consolidated Statements and Other Financial Information                        | 52
|B.       | Significant Changes                                                            | 53
|         |                                                                                |   
|ITEM 9.  | THE OFFER AND LISTING                                                          | 53
|A.       | Offer and Listing Details                                                      | 53
|B.       | Plan of Distribution                                                           | 54
|C.       | Markets                                                                        | 54
|D.       | Selling Stockholders                                                           | 54
|E.       | Dilution                                                                       | 54
|F.       | Expenses of the Issue                                                          | 54
|         |                                                                                |   
|ITEM 10. | ADDITIONAL INFORMATION                                                         | 55
|A.       | Share Capital                                                                  | 55
|B.       | Memorandum and Articles of Association                                         | 55
|C.       | Material Contracts                                                             | 56
|D.       | Exchange Controls                                                              | 58
|E.       | Taxation                                                                       | 59
|         | Material Canadian Federal Income Tax Consequences                              | 59
|         | Dividends                                                                      | 60
|         | Capital Gains                                                                  | 60
|         | Material United States Federal Income Tax Consequences                         | 61
|         | U.S. Holders                                                                   | 61
|         | Distributions on Common Shares of the Company                                  | 61
|         | Foreign Tax Credit                                                             | 62
|         | Information Reporting and Backup Withholding                                   | 62
|         | Disposition of Common Shares of the Company                                    | 63
|         | Currency Exchange Gains or Losses                                              | 63
|         | Other Considerations                                                           | 63
|F.       | Dividends and Paying Agents                                                    | 65
|G.       | Statements by Experts                                                          | 65
|H.       | Documents on Display                                                           | 65
|I.       | Subsidiary Information                                                         | 65
|         |                                                                                |   
|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                     | 66



---

7





|               |                                                                              |   
|-------------- | ---------------------------------------------------------------------------- | --
|               |                                                                              |   
|ITEM 12.       | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 66
|               |                                                                              |   
|PART II        |                                                                              | 66
|               |                                                                              |   
|ITEM 13.       | DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES                                 | 66
|               |                                                                              |   
|ITEM 14.       | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 66
|               |                                                                              |   
|ITEM 15.       | CONTROLS AND PROCEDURES                                                      | 66
|               |                                                                              |   
|ITEM 16A.      | AUDIT COMMITTEE FINANCIAL EXPERT                                             | 69
|               |                                                                              |   
|ITEM 16B.      | CODE OF ETHICS                                                               | 69
|               |                                                                              |   
|ITEM 16C.      | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       | 69
|               |                                                                              |   
|ITEM 16D.      | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   | 70
|               |                                                                              |   
|ITEM 16E.      | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 70
|               |                                                                              |   
|PART III       |                                                                              | 70
|               |                                                                              |   
|ITEM 17.       | FINANCIAL STATEMENTS                                                         | 70
|               |                                                                              |   
|ITEM 18.       | FINANCIAL STATEMENTS                                                         | 70
|               |                                                                              |   
|ITEM 19.       | EXHIBITS                                                                     | 71
|               |                                                                              |   
|SIGNATURES     | 73                                                                          
|               |                                                                             
|CERTIFICATIONS | 74                                                                          
|               |                                                                             
|EXHIBIT INDEX  | 76                                                                          





---

8



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.                                                                                                    





---

9



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.                                                                                  



---

10





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





---

11



PART I





ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS



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





ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE



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





ITEM 3.

KEY INFORMATION



A.

Selected Financial Data



The following tables summarize selected financial data for the Company (stated in Canadian dollars) prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP).  The information in the table was extracted from the more detailed financial statements and related notes included herein and should be read in conjunction with these financial statements and with the information appearing under the heading Item 5  Operating And Financial Review And Prospects.  Note 17 of the financial statements of the Company included herein sets forth the measurement differences were such information to be presented in conformity with United States generally accepted accounting principles (US GAAP).  Results for the periods ended February 29, 2008 are not necessarily indicative of results for future periods.



INFORMATION IN ACCORDANCE WITH CANADIAN GAAP:



|    |                                               |                  |              |              |              |             |           
|--- | --------------------------------------------- | ---------------- | ------------ | ------------ | ------------ | ----------- | ----------
|    | Year Ended February 28 or 29                 
|    |                                               | 2008             | 2007         | 2006         | 2005         | 2004       
|(a) | Total revenue                                 | $0               | $0           | $0           | $0           | $0         
|(b) | Earnings (loss) from continuing operations(1) |                  |              |              |              |            
|    |                                               | Total            | ($1,377,648) | ($1,801,883) | ($2,702,526) | ($448,169)  | ($297,616)
|    |                                               | Per Share (1)    | ($0.02)      | ($0.04)      | ($0.09)      | ($0.02)     | ($0.01)   
|(c) | Total assets                                  | $48,205,346      | $27,405,610  | $11,268,010  | $3,985,105   | $2,990,680 
|(d) | Total long-term debt                          | $0               | $0           | $0           | $0           | $0         
|(e) | Capital stock                                 | $57,509,011      | $34,635,509  | $19,964,141  | $11,878,025  | $11,010,280
|(f) | Total shareholders equity                    | $46,060,061      | $24,117,196  | $10,550,846  | $2,917,072   | $2,699,678 
|(g) | Cash dividends declared per share             | n/a              | n/a          | n/a          | n/a          | n/a        
|(h) | Net earnings (loss) for the period            |                  |              |              |              |            
|    |                                               | Total            | ($1,377,648) | ($1,801,883) | ($2,702,526) | ($448,169)  | ($297,616)
|    |                                               | Per Share (1)    | ($0.02)      | ($0.04)      | ($0.09)      | ($0.02)     | ($0.01)   
|    |                                               | Number of shares | 56,740,221   | 42,853,558   | 29,511,921   | 25,383,623  | 20,133,772



|    |                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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              
|    |                                            | 2008        | 2007          | 2006         | 2005         | 2004        
|(a) | Total revenue                              | $0          | $0            | $0           | $0           | $0          
|(b) | Earnings (loss) from continuing operations |             |               |              |              |             
|    |                                            | Total       | ($11,635,349) | ($9,659,151) | ($3,285,319) | ($1,613,646) | ($300,616)
|    |                                            | Per Share1  | ($0.21)       | ($0.23)      | ($0.11)      | ($0.06)      | ($0.01)   
|(c) | Total assets                               | $28,281,169 | $17,739,134   | $10,982,762  | $5,840,158   | $2,990,680  
|(d) | Total long-term debt                       | $0          | $0            | $0           | $0           | $0          
|(e) | Capital stock                              | $57,509,011 | $34,635,509   | $19,964,141  | $11,878,025  | $11,010,280 
|(f) | Total shareholders equity                 | $26,105,884 | $14,450,720   | $10,265,598  | $4,772,125   | $2,699,678  
|(g) | Cash dividends declared per share          | n/a         | n/a           | n/a          | n/a          | n/a         
|(h) | Net earnings (loss) for the period         |             |               |              |              |             
|    |                                            | Total       | ($11,635.349) | ($9,659,151) | ($3,285,319) | ($1,613,646) | ($300,616)
|    |                                            | Per Share1  | ($0.21)       | ($0.23)      | ($0.11)      | ($0.06)      | ($0.01)   



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



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



In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are expressed in Canadian dollars.  On September 10, 2008, the exchange rate, based on the noon buying rate published by The Bank of Canada for the conversion of Canadian dollars into United States dollars (the Noon Rate of Exchange) was 1.0738.



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



|                |        |        |        |        |        |       
|--------------- | ------ | ------ | ------ | ------ | ------ | ------
|                | 2008  
|                | August | July   | June   | May    | April  | March 
|High for period | 1.0716 | 1.0274 | 1.0320 | 1.0245 | 1.0328 | 1.0295
|Low for period  | 1.0237 | 0.9975 | 0.9948 | 0.9824 | 0.9998 | 0.9765



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
|                             | 2008   | 2007   | 2006   | 2005   | 2004  
|Average for the period       | 1.0460 | 1.1377 | 1.1981 | 1.2880 | 1.3653



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.







Exploration risk



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.



Market risks



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.



Political risks



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.



Financing risks



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



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Commodity price risks



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.



Input price risks



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.



Key personnel risks



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.



History of Net Losses; Accumulated Deficit; Lack of Revenue From Operations



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.



Limited Experience with Development-Stage Resource Operations



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.



Stock Subject to Penny Stock Rules



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.



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Uninsurable risks



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.



Competition



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.



Foreign Countries and Regulatory Requirements



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.



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.





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Environmental and Other Regulatory Requirements



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.



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



Dividends



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.



Share Price Volatility and Price 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 of the Company's common stock fluctuated from a high of $3.42 to a low of $1.13 in the period beginning March 1, 2008 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.



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Company's Officers and Directors Resident Outside U.S.; Potential Unenforceability of Civil Liabilities and Judgements



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.



If the Company is Unable to Successfully Develop and Subsequently Generate Sufficient Cash Flow from its Properties, the Company Could be Treated as a Passive Foreign Investment Company for U.S. Tax Purposes, Possibly Resulting in Additional Taxes to Its U.S. Stockholders and Less Liquidity for the Stock



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

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



ITEM 4.

INFORMATION ON THE COMPANY



A.

History and Development of the Company



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



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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 is incorporated in the British Virgin Islands and is wholly owned by the Company. Cynthia Holdings Limited is incorporated in the British Virgin Islands and is wholly owned by Irie Isle Limited. Exploraciones Oromin, S.A. (EOSA) is incorporated in Argentina and is wholly owned by Cynthia Holdings Limited.



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



Acquisition of the Santa Rosa Property, Argentina



As of the date of this report, the Company has a 100% interest in the Santa Rosa Property, as more fully described under Item 4 - Information on the Company - D. Property, Plants and Equipment below.



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



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



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. 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 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. This interest was in place at February 29, 2008 but has been altered as described below.



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.



Subsequent to the 2008 fiscal year-end, 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 in Note 4, and 250,000 were acquired from a director and senior officer of the Company.



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



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Letter of intent with Otto Energy Ltd.



On November 15, 2005, the Company entered into a letter of intent (the LOI) with Otto Energy Ltd. (Otto) (formerly Ottoman Energy Ltd.), a corporation whose shares trade on the Australian Stock Exchange, whereby Otto can 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.  The LOI, as amended, is subject to a number of conditions that must be fulfilled or waived by December 31, 2008, including formal issuance of the exploration and exploitation rights (which occurred April 30, 2008), completion of legal and financial due diligence to Ottos satisfaction, and the settlement and execution of a joint venture agreement governing the project.



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 current Mining Convention conditional on the joint venture spending an additional USD$12 million during the extension period. This expenditure has been met.  Thereafter, OJVG Ltd. has ten months (to October 22, 2009) to complete a preliminary feasibility study on the project.



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.





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B.

Business Overview



The Company has historically been involved in the exploration of mineral properties in various parts of the world. Prior to its acquisition of oil and gas interests in the Republic of Argentina, the Company was exploring properties in the Voiseys Bay area of Labrador, the Port Cartier area of Quebec, near Narvik, Norway and in the Bonneville Mining District of Alaska pursuant to property option agreements. All of its formerly held mineral properties have been abandoned and the costs of exploring same have been written off. In May 2000, the Company entered into an agreement to acquire various interests in three oil and gas leases located in Creek County, Oklahoma from Canok International of Haliburton, Ontario, Canada.  This agreement was subsequently rescinded.



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).  In November 2005, the Company entered into a letter of intent (the LOI) with Ottoman Energy Ltd. (Ottoman) whereby Ottoman can acquire up to a 41.24% interest in the Santa Rosa Property by spending US$2,297,381 on exploration and development of 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.



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.



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.





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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:



|                                                        |  |                                                 |  |  | 
|------------------------------------------------------- |  | ----------------------------------------------- |  |  | 
|                                                        |  | Oromin Explorations Ltd.
(B.C. corporation)     |  | 
|                                                        | 
|                                                        |  |                                                
|Irie Isle Limited
100%
(BVI corporation)                |  | Sabodala Holding Limited
100%
(BVI corporation)
|                                                        |  |                                                
|Cynthia Holdings Limited
100%*
(BVI corporation)        |  | OJVG Ltd.
43.5%
(BVI corporation)              
|                                                        |  |                                                
|Exploraciones Oromin, S.A.
100%
(Argentine corporation) |  | Sabodala Property
100%                         
|                                                        | 
|Santa Rosa Property
100%                                | 



* - subject to the Letter of Intent with Otto Energy Ltd. described on page 19.



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.



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.



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.



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On November 15, 2005, the Company entered into a letter of intent (the LOI) with Ottoman Energy Ltd. (Ottoman) whereby Ottoman can acquire up to a 41.24% interest in the Santa Rosa Property by spending US$2,297,381 on exploration and development of the Santa Rosa Property.  The LOI is subject to a number of conditions that must be fulfilled or waived by December 31, 2007, including completion of legal and financial due diligence to Ottomans satisfaction, issuance of formal title to the Santa Rosa Property and the settlement and execution of a joint venture agreement respecting the Santa Rosa Property.



Subject to the fulfilment or waiver of the conditions referred to above and subject to funding, Irie, Ottoman and Surge will jointly undertake the next phase of the exploration program, at an estimated cost of US$1,350,000, which will consist of interpretation of seismic data, completion of environmental studies, drilling three exploration wells and, contingent upon success, completing one production well.  All required funding for the upcoming phase of exploration and all future exploration and development of the Santa Rosa Property, will be borne proportionately by each party or they will suffer dilution.



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 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.





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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.



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.





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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.



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.







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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.



Proposed Exploration



The Company intends to undertake interpretation of seismic data, completion of environmental studies, drilling up to three exploration wells and completing at least one of them as a production well. Contingent upon success, the Company would undertake an additional 3-D seismic program to plan the layout of the development drilling program of additional wells.



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.



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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.





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.





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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, 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.



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. The Company has established a proposed program and budget to drill the initial exploration wells in the first calendar quarter of 2009.



Sabodala Property, Sénégal



Gerald F. McArthur, FGAC, P.Geo., 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.



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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. This requirement 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, 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.



Location, Access & Physiography



The Sabodala Property is located approximately 580 kilometres ESE of Sénégals capital city of Dakar (Figure 1).  The property is centered 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 exploitation concession which hosts the Sabodala gold deposit itself.



The Sabodala Property is reached by unpaved all-weather roads from the towns of either Kédougou (2-3 hours) or Tambacounda (5-6 hours) or the city of Dakar (10-12 hours), each of which supplies all basic services, and is criss-crossed by a 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 exploitation 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 indigenous villages, each of which houses 100-300 people within the boundaries of the concession.



Topography on the property is gentle to hilly.  Approximately 60% of the property is covered by flat-lying lateritic plateaus.  Outcrops cover less than 1% of the property, generally limited to roadcuts, ridges and creeks.  Elevations range between approximately 150 and 420 metres, with broad, poorly incised drainages.  The climate is characterized by dry (September to May) and rainy (June to August) seasons in a subtropical regime.  Vegetation is of a tall-grass savannah type with common thickets of bamboo and a scattering of trees, some up to a diameter of 10 metres. Fauna includes various species of monkeys and birds, warthogs, and herds of domesticated goats, sheep and cattle.



Sabodala Property Location Map





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Plant and Equipment



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



Regional and Local Geology



The Sabodala Property lies within the Kédougou-Kéniéba Inlier of the West African Craton, which comprises Archean and Lower 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 terranes are partially covered by undeformed, Upper Proterozoic to recent formations.



Three Lower 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.  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, locally with elongated lenses of polymictic conglomerate.  Mafic to intermediate flows, breccias and tuffs form extensive but discontinuous intercalations.  The Daléma Supergroup is comprised of sandstones and shales which form thick successions with subvertical foliation striking NNW to NNE (Titaro and Laroux, 2001; Melisi, 1987).



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 Badon-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.  Shear Zone splays pass through the Sabodala exploration concession and host the Sabodala deposit as well as all other orogenic gold occurrences found in the area.



A number of orogenic gold deposits have been discovered in the past twenty years, associated with the systems of shear zones in the Kédougou-Kéniéba Inlier.  The Sabodala deposit, which is located on a separate exploitation concession surrounded by the Sabodala Property, is associated with a Shear Zone.  Approximately 75-80% of the gold at the Sabodala deposit is hosted within a 50-metre wide pyritic stockwork within silica-carbonate-sericite altered mafic to intermediate flows and tuffs and a subvolcanic quartz diorite porphyry.  This stockwork plunges ~20o towards the NNW and has been traced in drilling for 200-300 metres in an east-west direction and 400-500 metres north south.  Grade within the stockwork increases with increasing fracture density and alteration.  The remainder of the gold at the Sabodala deposit is hosted by siliceous breccias and quartz veins associated with moderately east-dipping shear zones (BRGM, 1983).In 1994 Paget estimated measured and indicated reserves of 2.97 million tonnes @ 4.92 g/tonne Au (470,000 contained ounces Au) for the Sabodala deposit (Geostec, 2004).  This is an unsubstantiated historical estimate of unknown reliability and unclear terminology which does not conform to NI 43-101 standards, but could be considered relevant as background information on an adjacent property.  In 2007, Mineral Deposits Limited (MDL), the owner of the Sabodala exploitation concession, announced a 1.9 million ounce gold JORC-compliant resource for the Sabodala deposit and a 300,000 ounce gold resource for its Niakafiri deposit.  The Sabodala deposit is presently the subject of a bankable feasibility study and preliminary mine design with production expected in late 2008.



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Property Geology



The only property-wide mapping of the Sabodala 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.



The central part of the Sabodala Property was later mapped by Husson et al (1987) who recognised three main lithological units trending north-northeasterly.  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 volcanics 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 volcanics 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.



The general lack of outcrop on the concession makes surface mapping difficult. In early 2005, therefore, Encom was contracted, by the Company, to produce a geological and structural interpretation of the Fugro airborne magnetic survey.  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 northeastern part of the concession, a number of discrete intrusives are interpreted, the largest located near Mama Kono.



Encom interpreted a number of major structural shear zones which control the gross geologic pattern within the concession 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 found strongly deformed turbiditic sediments with lesser, discontinuous lenses of mafic volcanics.  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.



Exploration Model



The Sabodala Property is prospective for hosting orogenic gold deposits.  This relatively new classification (Groves et al, 1998) combines several earlier deposit groups (e.g. lode-gold, mesothermal gold, greenstone gold, Archean gold, iron formation-hosted gold) and reflects a recognition that all these deposits have similar temporal and spatial associations with orogenesis.  This very important category includes some of the largest gold deposits and districts in the world (e.g. Kalgoorlie in Australia, Timmins in Ontario and Ashanti in Ghana).  This type of deposit is typically hosted by granite-greenstone terranes which comprise large parts of Archean and Early Proterozoic cratons, including the West African Craton which underlies the Sabodala exploration concession.



These deposits are characterized by structurally controlled quartz-carbonate vein systems hosted by deformed, regionally metamorphosed terranes.  These systems are typically associated with crustal-scale fault structures, although lower-order shear zone splays host the most abundant gold mineralization.  Deposition of gold is generally synkinematic, syn- to post-peak metamorphism and is largely restricted to the brittle-ductile transition zone.



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Alteration mineral assemblages are dominated by quartz, carbonate, mica, albite, chlorite, pyrite, scheelite, tourmaline, siderite, grunerite, garnet, hornblende and hedenbergite, although there is much inter-deposit variation.  The absolute timing of mineralization has revealed that gold was deposited over large areas during short time periods.  Among Archean and Early Proterozoic orogenic gold deposits, much variability exists in characteristics such as host rock and structural style, but other characteristics, such as the structurally late timing of gold deposition and fluid properties are remarkably consistent.



The West African craton hosts a number of multi-million ounce orogenic gold deposits (Milesi et al, 1989).  The majority of the gold is hosted within Early Proterozoic Birimian volcano-sedimentary belts, similar to those of the Kédougou-Kéniéba Inlier, where the Sabodala exploration concession is located.



Mineralization



The 230 square-kilometre Sabodala Property surrounds the 20 square kilometre Sabodala exploitation concession of MDL.  To the west and north it is bound by two Axmin concessions and the Eeximcor Niamia concession. The two Randgold concessions and the MDL concession border the concession to the east and south, respectively.  A number of orogenic gold prospects have been discovered in the area covered by these exploration and exploitation concessions. All are associated with NNE to NE trending shear zones.Several areas of previous and recently discovered gold mineralization on the Sabodala Property are the focus of the Companys present exploration program.



Niakafiri/Sabodala South, Maki Medina and Kobakoto



One of the primary exploration targets on the Sabodala Property, Niakafiri/Sabodala South, is the southern extension of MDLs gold deposits. 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 the 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 volcanics which returned values as high as 67 g/t Au. Further south and west is the Kobakoto 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 include 3m@3.5 g/t and 3 m@4.5g/t Au.



Golouma-Kerekounda



A large (1 km x 2.4 km) gold-in-soil geochemical anomaly was identified by the Soviets during the 1970s and later expanded by BRGM in the 1980s.  An area of at least 350 metres by 100 metres at Golouma West was identified by soil sampling and trenching by BRGM. Six hand trenches in the Golouma West area yielded gold values ranging from 3.5m@0.5 g/t to 6.5m@11.4 g/t.  Gold mineralization is associated with strongly-sheared and quartz-albite-sericite-ferrocarbonate-tourmaline-pyrite altered brecciated and stockwork-veined mafic volcanics.



At Kerekounda, located in the northern part of the geochemical anomaly, BRGM drilled and trenched two quartz veins and reportedly defined an unsubstantiated resource grading 31.5 g/t Au.  Limited mining in the 1990s by a local Sénégalese company (Eeximcor) depleted most of the resource.



The large Golouma geochemical anomaly remains a high priority target for further exploration.



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Masato



The Masato area, located 1.4 kilometres west of the Sabodala gold deposit near the concession boundary, was discovered by BRGM in 1987 using soil geochemistry.  Subsequent exploration by BRGM along the 1500 metre length of the anomaly included surface trenching and drilling of eleven holes along a 700 metre north-south strike length.



Gold mineralization was discovered in structurally modified, sheared, quartz-albite-sericite-fuchsite-ferrocarbonate-pyrite altered, brecciated and stockwork-veined mafic volcanics which are cross-cut by numerous narrow, felsic dykes.



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:



·

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.





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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 and Proposed Exploration for 2008 Financial year ending February 28, 2009



Based on favourable exploration results to date, the Company is continuing its ongoing advanced exploration program. The Company will continue using soil geochemistry and excavation trenching as key methods for target prioritization. In addition, reverse circulation and core drilling will be accelerated at the three most advanced target areas of Goulouma West, Goulouma South and Masato deposits.



The 2008 exploration program consists of 140,000 metres of drilling and the initiation of metallurgical, environmental and engineering baseline studies. Among other matters, these components provided the necessary scope of information to generate a current technical report principally focused on the three deposits identified above (see Technical Report dated August 31, 2008 below) and are expected to develop inputs for a pre-feasibility study planned for 2009.  The 2008 budget for the Sabodala Project is USD$26 million (of which the Companys portion is USD$13 million), which exceeds the USD$12 million required to be expended before December 22, 2008 pursuant to the Sabodala Mining Convention.



Technical Report dated August 31, 2008



On September 9, 2008 the Company filed with regulatory agencies in Canada a report dated August 31, 2008 titled Technical Report  Oromin Explorations Ltd.  Sabodala Property  Senegal issued by SRK Consulting (Canada) Inc. (SRK) of Vancouver, British Columbia (the SRK 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 June 2, 2008. The principal purposes of the report were 1) to provide an initial inferred in-situ resource estimate for the Goulouma West, Goulouma South 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 SRK Report about inferred resources are not included in this Annual Report.



The SRK Report includes SRKs conclusions that the OJVG Sabodala project is considered to be a promising collection of three gold deposits and number of worthy exploration targets, and that there is potential for all of the resources to be continuous at depth, to some extent. The SRK Report recommends further work, to include but not be limited to:



1.

Continued drilling of the most favourable exploration targets;

2.

Further definition drilling of Masato, Goulouma West and Goulouma South deposits to upgrade their resource classification beyond inferred;

3.

Conduct a Preliminary Economic Assessment;

4.

Relogging of portions of the core; and,

5.

Verification of in-situ density measurements.



The SRK Report recommends a 2008 exploration program, which the report notes is already in progress and includes the above five items, estimated to cost US$26,000,000, a budget already approved by the OJVG.



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.





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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.



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.





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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.



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 29, 2008, the Company continued to be 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. This permit was subsequently granted by a government decree dated 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 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 6 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 and the Company expects the level of exploration to continue at this level in fiscal 2009.



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 are set out in Note 6 to the financial statements and are 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 the 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.





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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 6 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 are set out in Note 6 and are 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.



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. The major components of fiscal 2007 expenditures are set out in Note 6 and are as follows: contractor and geological staff costs of $69,376 or 33% of the total; acquisition costs of $66,667 or 32% of the total; camp operation costs of $35,354 or 17% of the total; and travel costs of $21,760 or 10% of the total. 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.





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38



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.



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 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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39



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. The Company expects to incur a net operating loss for the fiscal year ending February 28, 2009.



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.



Fiscal Year Ended February 28, 2006 Compared to Fiscal Year Ended February 28, 2005



During the fiscal year ended February 28, 2006 the Company recorded interest income of $32,837 and a foreign exchange loss of $78,007.  During the fiscal year ended February 28, 2005 the Company recorded interest income of $14,338 and a foreign exchange loss of $117,752.



Expenses for the fiscal year ended February 28, 2006 were $2,657,356, up significantly from $344,755 for the fiscal year ended February 28, 2005 primarily due to an increase in stock based compensation from $127,818 to $2,307,214 as a result of stock options granted during the year.



Net loss for the fiscal year ended February 28, 2006 was $2,702,526 or $0.09 per share as compared with a net loss for the fiscal year ended February 28, 2005 of $448,169 or $0.02 per share.



B.

Liquidity and Capital Resources



In management's view, given the nature of the Company's activities, which consist of the acquisition and exploration of resource properties, the most meaningful and material financial information concerning the Company relates to its current liquidity and capital resources.  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 upcoming fiscal year.  The Company has not made use of any financial instruments for hedging purposes in the fiscal year ended February 29, 2008 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, 2009.



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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 2008 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 success or failure of exploration on the Companys resource properties and on the state of the capital markets.



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.



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 9 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 9.



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.



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41





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.



February 28, 2006 Compared to February 28, 2005



At February 28, 2006, the Companys current assets totalled $7,202,239 compared to $877,621 at February 28, 2005.  The increase is due to the sale of share capital.  During the same period, current liabilities decreased to $717,164 from $1,068,033 due to the retirement of a series of loans arranged to pay exploration office costs associated with the Companys Sabodala Property.  Included in the Companys current liabilities was payables or accrued liabilities of $47,024 due to related parties as a result of general and administrative expenses incurred with companies related by way of directors in common and as a result of professional services rendered by directors of the Company.  All such amounts are payable on demand.  As a result, the Company had working capital of $6,485,075 at February 28, 2006 as compared with a working capital deficiency of $190,412 at February 28, 2005.  As at both February 28, 2006 and February 28, 2005, the Company had no long-term debt.



At February 28, 2006, the Company had total assets of $11,268,010 as compared with $3,985,105 at February 28, 2005. The increase was due to the placement of share capital.



Share capital as at February 28, 2006 was $19,964,141, up from $11,878,025 as at February 28, 2005 due to the sale of share capital.  During the fiscal year ended February 28, 2006, the Company issued 7,132,393 units at a price of $0.85 per unit to generate net proceeds of $5,910,328, 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 $1.20 per share until January 16, 2008 as to 625,020 warrants, January 20, 2008 as to 882,353 warrants and February 1, 2008 as to 2,058,823 warrants.  During the period, the Company also issued 2,200,507 shares pursuant to the exercise of warrants to generate proceeds of $494,091, 1,162,530 shares pursuant to the exercise of stock options to generate proceeds of $294,379 and 3,090,531 units pursuant to the conversion of loans totalling $1,330,288 (each unit comprised of one common share and one non-transferable two-year share purchase warrant entitling the purchase of one additional common share of the Company at a price of $0.43 per share until, November 15, 2007 as to 1,701,644 warrants and at a price of $0.45 per share until February 1, 2008 as to 1,388,887 warrants.



The Company's largest cash outflows in the fiscal year ended February 28, 2006 resulted from net resource property expenditures of $1,165,186.  The most significant contribution to working capital in the year ended February 28, 2006 was provided by the sale of share capital that generated cash proceeds of $6,698,798.  The most significant contribution to working capital in the year ended February 28, 2005 was provided by the sale of a 17.52% interest in the Santa Rosa Property that generated cash proceeds of $832,680.





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



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



Under US GAAP, deferred mineral exploration costs on properties at the stage of development as those held by the Company are charged to the statement of operations as incurred, while under Canadian GAAP such costs may be deferred and carried on the balance sheet.  Under Canadian GAAP for the 2006 and 2007 fiscal periods 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.  As set out in Notes 3 and 17(d) to the financial statements, 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. Under US GAAP, shares issued pursuant to an escrow agreement may be considered to be compensatory in nature under certain circumstances. Compensation is provided for in accordance with Financial Accounting Standards Board (FASB) Interpretation 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Awards Plans, whereby the Company records compensation expense for the amount of equity instruments granted to officers and employees. The compensation expense is adjusted in subsequent periods for changes in the quoted market value of the Companys shares. If an equity award is forfeited, the Companyadjusts compensation expense recorded in theprevious periods in the period of forfeiture. Under Canadian GAAP, such escrow shares are not considered compensatory and no provision is required. This difference had an effect during the 2006 fiscal year as set out in Note 17(c).



Had the Company presented its financial statements in accordance with US GAAP, its loss for the fiscal year ended February 29, 2008 would have increased by $10,257,701, its loss for the fiscal year ended February 28, 2007 would have increased by $7,857,268, and its loss for the fiscal year ended February 28, 2006 would have increased by $582,793.



Outlook



In the near term, the Company plans to continue its exploration activities on its Sabodala Property and its Santa Rosa Property.  Based on its existing working capital, the Company does not require additional financing for its currently held properties during the upcoming fiscal year.  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, 2009.  In addition, the Company reviews acquisition proposals on a regular basis and, if an appropriate acquisition presents itself, the Company could, in the future, acquire additional mineral exploration or oil and gas properties.  None of the Companys resource properties are in production and, therefore, do not produce any income.



C.

Research and Development, Patents and Licenses, etc.



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



D.

Trend Information



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





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43



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. 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 69 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 47 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 60 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 58 years old.



Chet Idziszek



Mr. Idziszek is a director and the President of the Company and is married to Ms. Dragovan. He has worked as a manager and senior geologist for a number of international mining companies since 1971.  In 1990, he received the Mining Man of the Year award in recognition of his vital role in the discovery and development of the Eskay Creek Deposits in Northwestern British Columbia. He also received the Prospector of the Year Award"in 1994, again in recognition of the major role he played in the discovery and development of the Eskay Creek Deposits, as well as for his leadership of the Company during its exploration and development of the Petaquilla copper-gold deposits in Panama. Mr. Idziszek is a Senior officer and director of Madison Minerals Inc., and Lund Gold Ltd., as well he is currently a director of Cadman Resources Inc.  Mr. Idziszek is 61 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 Black Pearl Consolidated Ltd., Klondex Mines Ltd., Madison Minerals Inc. and TTM Resources Inc.  Mr. Sibthorpe is 59 years old.



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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. and Madison Minerals Inc.  Mr. Stewart is currently a director of Bayswater Uranium Corporation, Buffalo Gold Ltd., Cascade Resources Inc., CMYK Capital Inc., Kingsman Resources Ltd., Longview Capital Partners Incorporated and Salmon River Resources Ltd.  Mr. Stewart is 50 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 Buffalo Gold Ltd., Dagilev Capital Corp., Grizzly Diamonds Ltd., Kola Mining Corp. and Salmon River Resources Ltd.  Mr. Turnbull has been the President of Lakehead since 1992 and is 45 years old.



B.

Compensation



During the fiscal year ended February 29, 2008, the Company paid or accrued cash compensation of $334,024 by way of professional and consulting fees and $162,153 by way of salaries and benefits to its directors and officers. No funds were set aside or accrued by the Company during the fiscal year ended February 29, 2008 to provide pension, retirement or similar benefits for directors or officers of the Company pursuant to any existing plan provided or contributed to by the Company or its subsidiaries under applicable Canadian laws.



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



The following table (presented in accordance with the rules (the Rules) made under the Securities Act (British Columbia)) sets forth all annual and long term compensation for services in all capacities to the Company and its subsidiaries for the three most recently completed financial years (to the extent required by the Rules) in respect of the Chief Executive Officer and the Chief Financial Officer as at February 29, 2008, and the other three most highly compensated executive officers of the Company as at February 29, 2008, whose individual total compensation for the most recently completed financial year exceeded $150,000 (of which there were none) and any individual who would have satisfied these criteria but for the fact that individual was not serving as such an officer at the end of the most recently completed financial year (collectively the Named Executive Officers or NEOs).



The Company currently has two Named Executive Officers:  Chet Idziszek, President and Chief Executive Officer; and Ian Brown, Chief Financial Officer.  Until March 13, 2007, Naomi Corrigan was the Chief Financial Officer.  Mr. Brown commenced his duties April 15, 2007.  Ms. Corrigan continues as a consultant.





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The following table sets forth the summary of the compensation paid for the past three fiscal years to the Named Executive Officers:



|                                |                                           |                            |             |                                 |                                         |                                                    |                   |                             |  | 
|------------------------------- | ----------------------------------------- | -------------------------- | ----------- | ------------------------------- | --------------------------------------- | -------------------------------------------------- | ----------------- | --------------------------- |  | 
|Annual Compensation             | Long Term Compensation                   
|                                |                                           |                           
|                                | Awards                                    | Payouts                    |            
|Name and Principal Position     | Fiscal Year Ended                         | Salary
($)                 | Bonus
($)   | Other 
Annual 
Compensation
($) | Securities
 Under 
Options 
Granted
(#) | Shares/Units
 Subject to 
Resale 
Restrictions
($) | LTIP 
Payouts
($) | All Other 
Compensation
($)
|                                |                                           |                            |             |                                 |                                         |                                                    |                   |                            
|Chet Idziszek President and CEO | Feb. 29, 2008
Feb. 28, 2007
Feb. 28, 2006 | $162,153
$144,812
$138,000 | Nil
Nil
Nil | Nil
Nil
Nil                     | Nil
Nil
850,000                         | N/A
N/A
N/A                                        | N/A
N/A
N/A       | Nil
Nil
Nil                
|                                |                                           |                            |             |                                 |                                         |                                                    |                   |                            
|Ian Brown, CFO                  | Feb. 29, 2008
Feb. 28, 2007
Feb. 28, 2006 | $44,500
N/A
N/A            | Nil
N/A
N/A | Nil
N/A
N/A                     | 200,000
N/A
N/A                         | N/A
N/A
N/A                                        | N/A
N/A
N/A       | Nil
Nil
Nil                
|                                |                                           |                            |             |                                 |                                         |                                                    |                   |                            
|Naomi Corrigan
Former CFO       | Feb. 29, 2008
Feb. 28, 2007
Feb. 28, 2006 | $7,970
$42,283
$34,189     | Nil
Nil
Nil | Nil
Nil
Nil                     | Nil
Nil
30,000                          | N/A
N/A
N/A                                        | N/A
N/A
N/A       | Nil
Nil
Nil                



Option Grants in Last Fiscal Year



The following table sets forth a summary of options granted to the Named Executive Officers during the fiscal year ended February 29, 2008:



|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                             |                             |                                                                        |                 |  | 
|------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | --------------------------- | ---------------------------------------------------------------------- | --------------- |  | 
|Name                            | Options 
Granted
(# common shares)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | % of Total 
Options
Granted | Exercise
Price
($/share)(1) | Market Value of Shares
 Underlying Options at 
Date of Grant
($/share) | Expiration Date
|Chet Idziszek
President and CEO | Nil                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | N/A                         | N/A                         | N/A                                                                    | N/A            
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                             |                             |                                                                        |                
|Ian Brown, CFO                  | 200,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 100%                        | $2.80                       | $2.79                                                                  | April 20, 2012 
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                             |                             |                                                                        |                
|Naomi Corrigan
Former CFO       | Nil                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | N/A                         | N/A                         | N/A                                                                    | N/A            
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(1)                             | The exercise price of stock options is set at not less than 100% of the market value (as defined in the Companys Incentive Stock Option Plan) of a common share of the Company on the date of grant.  The exercise price of stock options may only be adjusted in the event that specified events cause a change in the Companys share capital.  Options vest immediately upon grant, with some exceptions in cases such as new optionees where vesting terms may be imposed at the discretion of the Board of Directors.



There were no repricings of stock options held by Named Executive Officers of the Company during the fiscal year ended February 29, 2008.



---

47



Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values



The following table sets forth a summary of stock options exercised by and remaining outstanding to the Named Executive Officers for the fiscal year ended February 29, 2008:



|                                 |                                  |                               |                                                                     |                                                                           
|-------------------------------- | -------------------------------- | ----------------------------- | ------------------------------------------------------------------- | --------------------------------------------------------------------------
|Name                             | Shares Acquired
 on Exercise
(#) | Aggregate Value
 Realized
($) | Unexercised 
Options at Fiscal 
Year-End
Exercisable/
Unexercisable | $ Value of Unexercised
 In-the-Money Options (1)
Exercisable/Unexercisable
|                                 |                                  |                               |                                                                     |                                                                           
|Chet Idziszek,
President and CEO | Nil                              | Nil                           | 1,145,000/Nil                                                       | $2,564,250/Nil                                                            
|                                 |                                  |                               |                                                                     |                                                                           
|Ian Brown, CFO                   | Nil                              | Nil                           | 100,000/100,000                                                     | $60,000/$60,000                                                           
|                                 |                                  |                               |                                                                     |                                                                           
|Naomi Corrigan,
Former CFO       | Nil                              | Nil                           | 30,000/Nil                                                          | $45,000/Nil                                                               



|    |                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Value of unexercised in-the-money options calculated using the closing price of $3.40 for the common shares of the Company on the TSX Venture Exchange on February 29, 2008, less the exercise price of in-the-money options.



Pension and Retirement Benefit Plans



No pension or retirement benefit plans have been instituted by the Company, and none are proposed at this time.



Termination of Employment, Change in Responsibilities and Employment Contracts



During the most recently completed financial year there were no employment contracts between the Company or its subsidiaries and a NEO, and no compensatory plans, contracts or arrangements where a NEO is entitled to receive more than $100,000 from the Company or its subsidiaries, including periodic payments or installments, in the event of:



(a)

the resignation, retirement or any other termination of the NEOs employment with the Company and its subsidiaries;

(b)

a change of control of the Company or any of its subsidiaries; or

(c)

a change in the NEOs responsibilities following a change in control.



Directors



The Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company or its subsidiaries for their services in their capacity as directors, or for committee participation, or involvement in special assignments during the most recently completed financial year or subsequently up to and including the date of this Annual Report, except that directors are compensated for their actual expenses incurred in the pursuance of their duties as directors and certain directors may be compensated for services rendered as consultants or experts.  In this regard, Norman Haimila and a corporation controlled by Douglas Turnbull were paid or accrued $121,543 and $125,531 respectively for geological consulting services rendered and a company controlled by J.G. Stewart was paid or accrued $86,950 for professional services rendered.  Mr. Idziszek received $162,153 and Ms. Dragovan received $61,000 as salaries. Dr. Haimila was a director throughout the 2008 fiscal year but subsequently resigned effective July 18, 2008.





---

48



The following table sets forth stock options granted by the Company during the fiscal year ended February 29, 2008 to directors who are not Named Executive Officers of the Company:



|                   |                                                                                                                                                                                                                                                                                                                                                                                       |                                             |                                      |                                                                             |                 |     |  | 
|------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------ | --------------------------------------------------------------------------- | --------------- | --- |  | 
|Name               | Securities Under
Options Granted
($)(1)                                                                                                                                                                                                                                                                                                                                               | % of Total 
Options
Granted in
Fiscal Year* | Exercise or
 Base Price
($/Security) | Market Value of
Securities Underlying
Options on Date of Grant
($/Security) | Expiration Date
|                   |                                                                                                                                                                                                                                                                                                                                                                                       |                                             |                                      |                                                                             |                 |    
|Derek Bartlett     | Nil                                                                                                                                                                                                                                                                                                                                                                                   | N/A                                         |                                      | N/A                                                                         | N/A             | N/A
|Robert Brennan     | Nil                                                                                                                                                                                                                                                                                                                                                                                   | N/A                                         |                                      | N/A                                                                         | N/A             | N/A
|Nell Dragovan      | Nil                                                                                                                                                                                                                                                                                                                                                                                   | N/A                                         |                                      | N/A                                                                         | N/A             | N/A
|Norman Haimila (2) | Nil                                                                                                                                                                                                                                                                                                                                                                                   | N/A                                         |                                      | N/A                                                                         | N/A             | N/A
|Robert Sibthorpe   | Nil                                                                                                                                                                                                                                                                                                                                                                                   | N/A                                         |                                      | N/A                                                                         | N/A             | N/A
|J.G. Stewart       | Nil                                                                                                                                                                                                                                                                                                                                                                                   | N/A                                         |                                      | N/A                                                                         | N/A             | N/A
|Douglas Turnbull   | Nil                                                                                                                                                                                                                                                                                                                                                                                   | N/A                                         |                                      | N/A                                                                         | N/A             | N/A
|*                  | Percentage of all options granted during the fiscal year                                                                                                                                                                                                                                                                                                                             
|(1)                | The exercise price of stock options is set at not less than 100% of the market value (as defined in the stock option plan referred to below) of a common share of the Company on the date of grant.  The exercise price of stock options may only be adjusted in the event that specified events cause dilution of the Company's share capital.  Options vest immediately upon grant.
|(2)                | Norman Haimila resigned as a Director effective July 18, 2008.                                                                                                                                                                                                                                                                                                                       



The following table sets forth details of all exercises of stock options during the fiscal year ended February 29, 2008 by directors who are not Named Executive Officers of the Company, and the fiscal year-end value of unexercised options on an aggregate basis:



|                 |                                        |                                 |                                                                            |                                                                                                  
|---------------- | -------------------------------------- | ------------------------------- | -------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------
|Name             | Securities
 Acquired 
on Exercise
(#)1 | Aggregate 
Value 
Realized
($)2 | Unexercised Options 
at Fiscal Year-End
(#)3,4
Exercisable/
Unexercisable5 | Value of Unexercised In-the-
Money Options at 
Fiscal Year-End
($)3,4
Exercisable/
Unexercisable5
|                 |                                        |                                 |                                                                            |                                                                                                  
|Derek Bartlett   | Nil                                    | Nil                             | 145,000/nil                                                                | $374,250                                                                                         
|Robert Brennan   | Nil                                    | Nil                             | 200,000/nil                                                                | $300,000                                                                                         
|Nell Dragovan    | Nil                                    | Nil                             | 295,000/nil                                                                | $805,500                                                                                         
|Norman Haimila   | Nil                                    | Nil                             | 75,000/nil                                                                 | $112,500                                                                                         
|Robert Sibthorpe | Nil                                    | Nil                             | 50,000/nil                                                                 | $75,000                                                                                          
|J.G. Stewart     | Nil                                    | Nil                             | 195,000/nil                                                                | $490,500                                                                                         
|Douglas Turnbull | Nil                                    | Nil                             | 95,000/nil                                                                 | $175,500                                                                                         



|  |                                                                                                                                                                                                                
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1 | Number of common shares of the Company acquired on the exercise of stock options.                                                                                                                              
|2 | Calculated using the closing prices on the exercise date for a board lot of common shares of the Company on the TSX Venture Exchange.                                                                          
|3 | The figures relate solely to stock options.                                                                                                                                                                    
|4 | The value of in-the-money options was calculated using the closing price of the common shares of the Company on the TSX Venture Exchange on February 29, 2008 of $3.40, less the exercise price of each option.
|5 | All such options are currently exercisable.                                                                                                                                                                    



There were no repricings of stock options held by directors of the Company during the fiscal year ended February 29, 2008.



---

49





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.  Norman Haimila was first elected a director of the Company July 3, 2001. Chet Idziszek has been a director of the Company since February 21, 1994 and the President of the Company since June 23, 1999.  Robert Sibthorpe has been a director of the Company since June 4, 2004.  J.G. Stewart has been a director of the Company since July 19, 1995 and the Secretary of the Company since August 23, 1996.  Neither the Company nor any of its subsidiaries have any arrangement to provide benefits to directors upon termination of employment.



The Companys Audit Committee is comprised of Derek Bartlett, Robert Sibthorpe and Douglas Turnbull.  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 reviews the audited financial statements of the Company and liaises with the Companys auditors and recommends 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 Board of Directors or the shareholders of the Company.



D.

Employees



During the fiscal years ended February 29, 2008 and February 28, 2007, the Company had an average of approximately 165 employees of whom six worked out of the Companys head office, nine worked out of the Companys Dakar office and approximately 150 worked out of the Companys Sabodala exploration camp facility.  Of the average of 165 employees, three worked in management roles (two in Canada and one in Sénégal), three in secretarial roles (two in Canada and one in Sénégal), two in accounting roles (one in Canada and one in Sénégal), six as support workers (in Sénégal) and the balance of 150 worked as mineral explorationists (one in Canada and the rest in Sénégal).  Of those, 6 were employed as geologists while the approximately 140 others were casual or temporary employees.  During the fiscal year ended February 28, 2006, 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 number of the Companys employees fluctuates based on the level of the Companys exploration activities.



---

50



E.

Share Ownership



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



|                 |                                                |                                                  |                                         |                 |             |                               |                                                                                   
|---------------- | ---------------------------------------------- | ------------------------------------------------ | --------------------------------------- | --------------- | ----------- | ----------------------------- | ----------------------------------------------------------------------------------
|Name             | Number of Common 
Shares Held at
June 17, 2008 | Number of Options 
Outstanding at 
June 17, 2008 | Beneficial
 Percentage 
Ownership1      | Exercise
 Price | Expiry Date
|Derek Bartlett   | 5,000                                          |                                                  | 75,000
20,000
50,000
100,000            |                 | 0.4%        | $0.25
$0.25
$1.90
$3.25       | January 22, 2009
March 3, 2009
February 15, 2011
March 26, 2013                   
|Ian D. Brown     | nil                                            |                                                  | 200,000
75,000                          |                 | 0.4%        | $2.80
$3.25                   | April 20, 2012
March 26, 2013                                                     
|Robert Brennan   | 1,321,761                                      |                                                  | 200,000
125,000                         |                 | 2.5%        | $1.90
$3.25                   | February 15, 2011
March 26, 2013                                                  
|                 |                                                |                                                  |                                         |                 |             |                               |                                                                                   
|Nell Dragovan    | 1,936,904                                      |                                                  | 200,000
20,000
75,000
100,000           |                 | 3.6%        | $0.25
$0.25
$1.90
$3.25       | January 22, 2009
March 3, 2009
February 15, 2011
March 26, 2013                   
|Norman Haimila   | 95,000                                         |                                                  | 75,000
100,000                          |                 | 0.4%        | $1.90
$3.25                   | February 15, 2011
March 26, 2013                                                  
|Chet Idziszek    | 6,809,537                                      |                                                  | 175,000
120,000
300,000
550,000
300,000 |                 | 12.4%       | $0.25
$0.25
$0.70
$1.90
$3.25 | January 22, 2009
March 3, 2009
September 15, 2010
February 15, 2011
March 26, 2013
|Robert Sibthorpe | nil                                            |                                                  | 50,000
100,000                          |                 | 0.2%        | $1.90
$3.25                   | February 15, 2011
March 26, 2013                                                  
|                 |                                                |                                                  |                                         |                 |             |                               |                                                                                   
|                 |                                                |                                                  |                                         |                 |             |                               |                                                                                   
|J.G. Stewart     | 626,377                                        |                                                  | 100,000
20,000
75,000
125,000           |                 | 1.4%        | $0.25
$0.25
$1.90
$3.25       | January 22, 2009
March 3, 2009
February 15, 2011
March 26, 2013                   
|Douglas Turnbull | 46,000                                         |                                                  | 20,000
75,000
100,000                   |                 | 0.4%        | $0.25
$1.90
$3.25             | March 3, 2009
February 15, 2011
March 26, 2013                                    
|Total:           | 10,840,579                                     |                                                  | 3,525,000                               |                 | 21.7%       |                               |                                                                                   



Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.  In computing the number of shares owned by a person and the percentage ownership of that person, Common Shares subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of June 17, 2008, 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 65,184,906 Common Shares outstanding as of June 17, 2008.





---

51



ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A.

Major Shareholders



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



|                 |                                               |                                                         
|---------------- | --------------------------------------------- | --------------------------------------------------------
|Name             | Number of Common Shares Held at June 17, 2008 | Percentage of Common Shares Outstanding at June 17, 2008
|                 |                                               |                                                         
|Abdullah Basodan | 3,630,500                                     | 5.6%                                                    
|Chet Idziszek    | 6,809,537                                     | 10.5%                                                   



Mr. Idziszek's holdings reported on Form 20-F have diminished from 25.2% in 2004 to 15.2% in 2007 and to 10.5% in 2008 as a function of (1) the increase in issued share capital from 25,695,308 in 2004 to 65,184,906 shares as reported in this Item 7.A, and (2) the net effect of acquisitions and dispositions made by Mr. Idziszek over the periods.



Mr. Basodans holdings arose principally in the 2007 fiscal year by his acquisition of 3,030,500 shares pursuant to a private placement which closed on December 8, 2006 and, subsequently, by his exercise of 150,000 stock options in April 2007.



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.



As at June 17, 2008 there were 65,184,906 common shares of the Company issued and outstanding.  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 such date there were 232 registered holders of the Company's common shares resident in the United States, holding an aggregate 15,985,051 common shares, including 4,190,657 shares held by Cede & Co.  This number represents approximately 24.5% of the total issued and outstanding common shares of the Company as at June 17, 2008. 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 17, 2008 there were 1,774 beneficial holders of the Company's common shares resident in the United States, holding an aggregate 16,360,026 common shares. This number represents approximately 25.1% of the total issued and outstanding common shares of the Company as at June 17, 2008, also including the 4,190,657 shares held by Cede & Co. The total number of registered and beneficial holders of the Company's common shares resident in the United States, therefore, is 2,005 holders holding aggregate 28,154,420 common shares. This number represents approximately 43% of the total issued and outstanding common shares of the Company as at June 17, 2008.



B.

Related Party Transactions



Other than the transactions described in this section, there were no material transactions in the fiscal years ended February 29, 2008, February 28, 2007 and February 28, 2006, 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.





---

52





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.  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 Global Energy Inc. (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 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 in Note 4, and 250,000 were acquired in March 2008 from Mr. Chet Idziszek a director and senior officer of the Company at market value.



On February 2, 2005, the Company entered into loan agreements with two directors of the Company, Mr. Chet Idziszek and Ms. Nell Dragovan, and a company, J.G. Stewart Law Corporation Ltd., controlled by a director of the Company, Mr. James G. Stewart to borrow $575,000 to pay exploration office costs associated with the Companys Sabodala Property.  These loan agreements were replaced by loan agreements dated April 28, 2005 that provided that the loans bore interest at the rate of 12% per annum and were convertible at the option of the lenders into units of the Company at a price of $0.45 per unit, each unit being comprised of one share and one share purchase warrant entitling the purchase of an additional share of the Company at a price of $0.45 per share for a period of two years following the date of conversion of the loan. The loans were repaid in the fiscal year ended February 28, 2006.



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.



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 29, 2008 that contain an Independent Auditors Report dated September 5, 2008, Consolidated Balance Sheets as at February 29, 2008 and February 28, 2007, Consolidated Statements of Operations and Deficit for the Fiscal Years Ended February 29, 2008, February 28, 2007, and February 28, 2006, Consolidated Statements of Cash Flows for the Fiscal Years Ended February 29, 2008, February 28, 2007, and February 28, 2006 and Notes to the Consolidated Financial Statements.





---

53



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 TSX Venture Exchange for each of the most recent six months, each fiscal quarter in each of the last two full financial years and subsequent period and each of the last five full financial years are as follows:



|                      |       |  |        |  | 
|--------------------- | ----- |  | ------ |  | 
|                      | High  |  | Low    | 
|Fiscal year 2008-2009 |       |  |        | 
|August 2008           | $2.10 |  | $1.46  | 
|July 2008             | $2.70 |  | $1.60  | 
|June 2008             | $2.45 |  | $2.12  | 
|May 2008              | $2.90 |  | $2.10  | 
|April 2008            | $2.95 |  | $2.45  | 
|March 2008            | $3.42 |  | $2.61  | 
|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  | 
|Fourth Quarter        | $4.18 |  | $1.71  | 
|Third Quarter         | $2.24 |  | $1.60  | 
|Second Quarter        | $2.33 |  | $1.64  | 
|First Quarter         | $2.45 |  | $1.30  | 
|2006                  | $2.00 |  | $0.31  | 
|2005                  | $0.68 |  | $0.15  | 
|2004                  | $0.25 |  | $0.065 | 



The closing price of the Company's common shares on the TSX Venture Exchange on September 10, 2008 was $1.37.



---

54



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 2008-2009 |         |  |         | 
|August 2008           | US$2.02 |  | US$1.39 | 
|July 2008             | US$2.70 |  | US$1.60 | 
|June 2008             | US$2.41 |  | US$2.11 | 
|May 2008              | US$2.90 |  | US$2.11 | 
|April 2008            | US$2.90 |  | US$2.40 | 
|March 2008            | US$3.48 |  | US$2.58 | 
|Second Quarter        | US$2.70 |  | US$1.39 | 
|First Quarter         | US$3.48 |  | US$2.11 | 
|2008                  | US$4.10 |  | US$1.98 | 
|Fourth Quarter        | US$4.10 |  | US$2.80 | 
|Third Quarter         | US$3.19 |  | US$2.24 | 
|Second Quarter        | US$2.75 |  | US$1.98 | 
|First Quarter         | US$3.51 |  | US$2.05 | 
|2007                  | US$3.69 |  | US$1.25 | 
|Fourth Quarter, 2006  | US$3.69 |  | US$1.52 | 



The closing price of the Companys common shares on the Overthe-Counter Bulletin Board on September 10, 2008 was US$1.30.



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 and one of its predecessor companies, Oromin Explorations Ltd., have traded on the Vancouver Stock Exchange since November 6, 1981.  They presently trade under the symbol OLE on the TSX Venture Exchange, the successor exchange to the Vancouver Stock Exchange since February 25, 2002.  The common shares of the Company have traded on the NASD Over-the-Counter Bulletin Board since October 5, 2006 and trade under the symbol OLEPF.



D.

Selling Stockholders



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



E.

Dilution



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



F.

Expenses of the Issue



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



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ITEM 10.

ADDITIONAL INFORMATION



A.

Share Capital



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



B.

Memorandum and Articles of Association



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



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



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



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



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



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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). The Agreement has been amended a number of times subsequent to Mr. Idziszek becoming 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 Global Energy Inc. (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 in Note 4, 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.



On February 2, 2005, the Company entered into loan agreements to borrow $625,000 (of which $575,000, in total, was provided by two directors of the Company, Mr. Chet Idziszek and Ms. Nell Dragovan and a company controlled by a director of the Company, J.G. Stewart Law Corporation Ltd.) to pay exploration office costs associated with the Companys Sabodala Property.  These loan agreements were replaced by loan agreements dated April 28, 2005 that provide that the loans bear interest at the rate of 12% per annum; are convertible at the option of the lenders into units of the Company at a price of $0.45 per unit, each unit being comprised of one share and one share purchase warrant entitling the purchase of an additional share of the Company at a price of $0.45 per share for a period of two years following the date of conversion of the loan.  These loans were converted by the lenders during the fiscal year ended February 28, 2006 resulting in the issuance of 1,388,887 units to the lenders.



In August 2005, the Company entered into a loan agreement to borrow USD$600,000 to pay for work to be performed on the Companys Santa Rosa Property in Argentina.  The loan agreement provides that the loan is due on the earlier of October 7, 2007 and five business days following the closing of the Companys next financing sufficient to repay such loan and those loans advanced in February 2005; bears interest at the rate of 12% per annum; is convertible at the option of the lender into units of the Company at a price of $0.43 per unit, each unit being comprised of one share and one share purchase warrant entitling the purchase of an additional share of the Company at a price of $0.43 per share for a period of two years following the date of conversion of the loan.  The proceeds of the loan were advanced on October 7, 2005.  This loan was converted into 1,701,644 units in November 2005.



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.



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D.

Exchange Controls



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



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



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



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



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



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



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



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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.



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).



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



Dividends



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



Capital Gains



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



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



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



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



|    |                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the value of the shares is derived principally from real property in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production from natural resources, which is the case for the Company,                                                                                                               
|(b) | the non-resident holder is an individual who was resident in Canada for not less than 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he ceased to be resident in Canada or are property substituted for property that was owned at that time, or



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|    |                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | the shares formed part of the business property of a permanent establishment or pertained to a fixed base used for the purpose of performing independent personal services that the shareholder has or had in Canada within the 12 months preceding the disposition.



Material United States Federal Income Tax Consequences



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



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



U.S. Holders



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



Distributions on Common Shares of the Company



U.S. Holders receiving dividend distribution (including constructive dividends) with respect to shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distribution to the extent that the Company has current or accumulated earnings and profits as defined under U.S. Federal tax law, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders United States Federal income tax liability or, alternatively, may be deducted in computing the U.S. Holders United States Federal taxable income by those who itemize deductions.  (See more detailed discussion at Foreign Tax Credit below).  To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the shares and thereafter as gain from the sale or exchange of the shares.  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.



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



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



Foreign Tax Credit



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



Information Reporting and Backup Withholding



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



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Disposition of Common Shares of the Company



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



Currency Exchange Gains or Losses



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



Other Considerations



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



Foreign Personal Holding Company



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



Foreign Investment Company



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



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Passive Foreign Investment Company



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



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



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



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



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Controlled Foreign Corporation



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



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



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



F.

Dividends and Paying Agents



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



G.

Statements by Experts



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



H.

Documents on Display



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



I.

Subsidiary Information



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



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ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company anticipates its primary market risk, if any, to be related to fluctuations in exchange rates.  Exchange rate risk may arise if the Company is required to use different currencies for various aspects of its operations.  At present, the functional currency for the Company is the Canadian dollar.  Based on the Companys overall exchange rate risk as at February 29, 2008, the Company believes that a ten percent change in exchange rates would not have a material adverse effect on its financial position, results of operations, or changes in financial position.  The Company intends to monitor its exchange rate risk and take reasonable steps to reduce its exposure.  The Company does not intend to purchase or sell derivative instruments for speculative purposes.





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



Disclosure Controls and Procedures (DCP)



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



At the end of the period covered by this report, the fiscal year ended February 29, 2008, 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).



The Company did not meet the filing date specified for the filing of Form 20-F as an Annual Report, namely, August 31, 2008, and in fact completed the preparation of its Form 20-F on September 16, 2008.  The financial year ending February 29, 2008 was the first year for which the Company was required to provide the opinion of its auditors on its internal control over financial reporting. The completion of all necessary tests required to support this opinion was not accomplished in time for a filing within the filing dates specified. Management believes that this deficiency in disclosure controls and procedures was a one-time situation and will not recur in future reporting periods.



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Because of the failure to meet the filing date specified, a fact that comprises part of managements 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 not adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Companys reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.  The Companys management, with the participation of the CEO and the CFO, also considered the fact that management determined that there were material weaknesses with respect to the Company's internal control over financial reporting.  However, management determined that the material weaknesses in internal controls over financial reporting regarding controls at the entity level, information technology systems and expenditures did not arise from a lapse in the Company's disclosure policies.



It should be noted that the Companys chief executive officer and chief financial officer 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 Annual Report on Internal Control over Financial Reporting (ICFR)



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



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



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 conducted an evaluation of the design and operation of the Companys internal control over financial reporting as of February 29, 2008, based on the criteria set forth in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.  This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.



In performing the assessment, management identified material weaknesses in our internal control processes regarding controls at the entity-level, information technology systems, and expenditures. A material is defined as a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.



Management concluded that the Companys entity-level controls related to the control environment, control activities, dissemination of information and communication and monitoring functions have not been designed adequately. With respect to the control environment, control activities, dissemination of information and communication and monitoring functions, management determined that these material weaknesses were primarily attributable to a lack of formalized policies and procedures, lack of controls over the expenditure cycle, lack of controls to monitor operating results, lack of formalized accounting approval and review procedures, and a lack of compliance and internal control function. These material weaknesses contributed to the other material weaknesses described below as well as to an environment where there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.



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



The Companys internal controls were not adequately designed in a manner to support effectively the requirements of an effective budgeting system with feedback analysis to the Board, a formalized purchasing authority policy, timely recording and reconciliation of foreign locations exploration expenditures of the expenditures process.



Because of these material weaknesses, management believes that as of February 29, 2008, 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.



The Company is required to provide an auditors attestation report on internal control over financial reporting for the fiscal year ended February 29, 2008.  In this report, the Companys independent registered public accounting firm, Davidson & Company LLP, Chartered Accountants, of Vancouver, BC, must state its opinion as to the effectiveness of the Companys internal control over financial reporting for the fiscal year ended February 29, 2008.   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-2.



Changes in Internal Control over Financial Reporting



Management has reported to the Audit Committee the identification of the material weaknesses and significant deficiencies identified in its assessment.  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.



Management plans to implement certain measures to remediate the identified material weaknesses and to enhance the internal controls over financial reporting processes.  Management has established a goal of remediating all material weaknesses in internal control over financial reporting for the fiscal year ended February 28, 2009, although no assurance can be given that this goal will be attained.



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



Remediation of Material Weaknesses in Information Technology Controls



The changes in internal controls over financial reporting taken by management, described below, are designed to remedy the Companys material weaknesses in program changes, computer and application operations, access, security and disaster recovery.  This includes the formalization of effective information technology policies and procedures, which will address financial reporting risks associated with the IT function.  Management will take immediate steps to increase the security of our network and has initiated a disaster recovery plan. Management is working to establish a strong and effective control environment.As management continues to work toward improving the Companys information technology systems during the 2009 fiscal year, sound information technology security practices will be integrated throughout the Company in a compliant and consistent manner.



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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.



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



In respect of work undertaken for the fiscal year ended February 29, 2008 the Company has been 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                | $125,000      | 
|Audit-related fees        | nil           | 
|Tax fees (not yet billed) | $4,000        | 
|All other fees            | nil           | 
|Total fees                | $129,000      | 





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In respect of work undertaken for the fiscal year ended February 28, 2007, 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         | $38,000       | 
|Audit-related fees | nil           | 
|Tax fees           | $4,000        | 
|All other fees     | nil           | 
|Total fees         | $42,000       | 



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 29, 2008, which is the period covered by this Annual Report on Form 20-F.





ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS



There were no such purchases; accordingly, the information referred to in this Item is not required for the fiscal year ended February 29, 2008, which is the period covered by this Annual Report on Form 20-F.





PART III



ITEM 17.

FINANCIAL STATEMENTS



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



ITEM 18.

FINANCIAL STATEMENTS



Not applicable



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ITEM 19.

EXHIBITS



(a)

Financial Statements



|                                                                                                                                                                           |         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|Description of Document                                                                                                                                                    | Page No.
|Cover Sheet                                                                                                                                                                | F-1     
|Independent Auditors Report dated September 5, 2008                                                                                                                       | F-2     
|Independent Auditors Report dated September 5, 2008                                                                                                                       | F-3     
|Consolidated Balance Sheets as at February 29, 2008 and February 28, 2007                                                                                                  | F-5     
|Consolidated Statements of Operations and Deficit for the Fiscal Years Ended February 29, 2008, February 28, 2007 and February 28, 2006                                    | F-6     
|Consolidated Statements of Deficit and Accumulated Other Comprehensive Income (Loss) for the Fiscal Years Ended February 29, 2008, February 28, 2007 and February 28, 2006 | F-7     
|Consolidated Statements of Cash Flows for the Fiscal Years Ended February 29, 2008, February 28, 2007 and February 28, 2006                                                | 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                                                               |            
|*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                   |            



---

72





|      |                                                                                                                                                                                          |       
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|*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 
|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





---

73



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 16th day of September, 2008





OROMIN EXPLORATIONS LTD.





Chet Idziszek



Per:  (signed) Chet Idziszek

Title:  President



---

74



CERTIFICATION

Exhibit 12.1

I, Chet Idziszek, certify that:



|   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed the annual report on Form 20-F of Oromin Explorations Ltd. (the Company);                                                                                                                                                                                                                                  
|2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                   
|3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;                                         
|4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Company and have:
|   | a)                                                                                                                                                                                                                                                                                                                            | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|   | b)                                                                                                                                                                                                                                                                                                                            | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;    
|   | c)                                                                                                                                                                                                                                                                                                                            | evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                            | disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and                                                                      
|5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions):                                       
|   | a)                                                                                                                                                                                                                                                                                                                            | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                            | any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting.                                                                                                                                                                                                    



Date:    September 16, 2008



(signed) CHET IDIZSEK



Chet Idziszek, President and Chief Executive Officer



---

75



CERTIFICATION

Exhibit 12.2

I, Ian Brown, certify that:



|   |                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | I have reviewed the annual report on Form 20-F of Oromin Explorations Ltd. (the Company);                                                                                                                                                                                                                                  
|2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                   
|3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;                                         
|4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the Company and have:
|   | a)                                                                                                                                                                                                                                                                                                                            | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|   | b)                                                                                                                                                                                                                                                                                                                            | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;    
|   | c)                                                                                                                                                                                                                                                                                                                            | evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and                                                                                           
|   | d)                                                                                                                                                                                                                                                                                                                            | disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and                                                                      
|5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions):                                       
|   | a)                                                                                                                                                                                                                                                                                                                            | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                            | any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting.                                                                                                                                                                                                    



Date:   September 16, 2008





(signed) IAN BROWN

____________________________

Ian Brown, Chief Financial Officer



---

76



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      



---

77





|     |                                                                                                                                                          |       
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|*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 
|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 29, 2008

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 29, 2008 and February 28, 2007 and the consolidated statements of operations, deficit, accumulated other comprehensive income (loss) and cash flows for the years ended February 29, 2008, February 28, 2007 and 2006 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 29, 2008 and February 28, 2007 and the results of its operations and cash flows for the years ended February 29, 2008, February 28, 2007 and 2006 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 29, 2008, based on criteria established inInternal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated September 5, 2008 expressed an adverse opinion on the Companys internal control over financial reporting because of material weaknesses.

DAVIDSON & COMPANY, LLP

Chartered Accountants

Vancouver, Canada

September 5, 2008

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 3 to the consolidated financial statements. Our report to shareholders dated September 5, 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

Chartered Accountants

Vancouver, Canada

September 5, 2008

F-2

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 29, 2008, based on criteria established inInternal 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

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 the Companys entity-level controls related to the control environment, control activities, dissemination of information and communication and monitoring functions have not been designed adequately. With respect to the control environment, control activities, dissemination of information and communication and monitoring functions, management determined that these material weaknesses were primarily attributable to a lack of formalized policies and procedures, lack of controls over the expenditure cycle, lack of controls to monitor operating results, lack of formalized accounting approval and review procedures, and a lack of compliance and internal control function. These material weaknesses contributed to the other material weaknesses described below as well as to an environment where 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. Management also concluded that inadequate and ineffective information technology controls exist along with a lack of IT policies and procedures that relate to program changes, computer and application operations, access, security and disaster recovery plans may not ensure the proper operation of information systems surrounding financial reporting. The Companys internal controls were not adequately designed in a manner to support effectively the requirements of an effective budgeting system with feedback analysis to the Board, a formalized purchasing authority policy, timely recording and reconciliation of foreign locations exploration expenditures of the expenditures process. 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 29, 2008 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 29, 2008, 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 29, 2008 and February 28, 2007, and the related consolidated statements of operations, deficit, accumulated other comprehensive income (loss) and cash flows for the years ended February 29, 2008, February 28, 2007 and 2006 and our report dated September 5, 2008 expressed an unqualified opinion.

DAVIDSON & COMPANY, LLP

Chartered Accountants

Vancouver, Canada

September 5, 2008

F-4

---

|OROMIN EXPLORATIONS LTD.       
|-------------------------------
|(An Exploration Stage Company) 
|CONSOLIDATED BALANCE SHEETS    
|(Expressed in Canadian Dollars)
|As at                          

|                                                       |   | February 29 |   |   | February 28 |  
|------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                       |   | 2008        |   |   | 2007        |  
|                                                      
|ASSETS                                                 |   |             |   |   |             |  
|                                                      
|Current                                                |   |             |   |   |             |  
|Cash                                                   | $ | 26,139,917  |   | $ | 15,792,822  |  
|Receivables                                            |   | 176,030     |   |   | 77,067      |  
|Investments (Note 4)                                   |   | 362,662     |   |   | -           |  
|Prepaid expenses and deposits                          |   | 4,872       |   |   | 4,872       |  
|                                                      
|Total current assets                                   |   | 26,683,481  |   |   | 15,874,761  |  
|                                                      
|Investments(Note 4)                                    |   | -           |   |   | 554,679     |  
|Resource properties(Note 6)                            |   | 21,246,506  |   |   | 10,829,718  |  
|Contractor deposit                                     |   | 171,465     |   |   | -           |  
|Equipment and fixtures(Note 5)                         |   | 37,145      |   |   | 7,207       |  
|Performance bond  restricted cash(Note 7)             |   | 66,749      |   |   | 139,245     |  
|                                                      
|                                                       | $ | 48,205,346  |   | $ | 27,405,610  |  
|                                                      
|LIABILITIES AND SHAREHOLDERS' EQUITY                   |   |             |   |   |             |  
|                                                      
|Current                                                |   |             |   |   |             |  
|Accounts payable and accrued liabilities               | $ | 2,175,285   |   | $ | 1,275,271   |  
|Due to joint venture (Note 6)                          |   | -           |   |   | 2,013,143   |  
|                                                      
|Total current liabilities                              |   | 2,175,285   |   |   | 3,288,414   |  
|                                                      
|Shareholders' equity                                   |   |             |   |   |             |  
|Capital stock (Note 9)                                 |   |             |   |   |             |  
|Authorized                                             |   |             |   |   |             |  
|An unlimited number of common shares without par value |   |             |   |   |             |  
|Issued and outstanding                                 |   |             |   |   |             |  
|64,972,583 common shares (2007  50,457,878)           |   | 57,509,011  |   |   | 34,635,509  |  
|Contributed surplus (Note 9)                           |   | 4,145,757   |   |   | 3,197,435   |  
|Accumulated other comprehensive loss                   |   | (531,311    | ) |   | -           |  
|Deficit                                                |   | (15,093,396 | ) |   | (13,715,748 | )
|                                                      
|                                                       |   | 46,030,061  |   |   | 24,117,196  |  
|                                                      
|                                                       | $ | 48,205,346  |   | $ | 27,405,610  |  
|                                                      
|Nature of operations(Note 1)                           |   |             |   |   |             |  
|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 29, |   |   | February 28, |   |   | February 28, |  
|                                                     |   | 2008         |   |   | 2007         |   |   | 2006         |  
|                                                    
|                                                    
|                                                    
|EXPENSES                                             |   |              |   |   |              |   |   |              |  
|Amortization                                         | $ | 2,803        |   | $ | 3,133        |   | $ | 2,593        |  
|Filing and transfer agent fees                       |   | 66,157       |   |   | 52,012       |   |   | 40,164       |  
|Loan interest                                        |   | -            |   |   | -            |   |   | 89,011       |  
|Office and rent                                      |   | 143,179      |   |   | 124,112      |   |   | 140,575      |  
|Office administration recovery                       |   | -            |   |   | -            |   |   | (310,172     | )
|Professional and consulting fees                     |   | 276,612      |   |   | 223,742      |   |   | 113,399      |  
|Salaries and benefits                                |   | 329,237      |   |   | 200,137      |   |   | 172,524      |  
|Stock-based compensation (Note 10)                   |   | 627,334      |   |   | 652,789      |   |   | 2,307,214    |  
|Travel and public relations                          |   | 449,885      |   |   | 229,173      |   |   | 102,048      |  
|                                                    
|                                                     |   | (1,895,207   | ) |   | (1,485,098   | ) |   | (2,657,356   | )
|                                                    
|                                                    
|OTHER INCOME (EXPENSE)                               |   |              |   |   |              |   |   |              |  
|Interest income                                      |   | 735,172      |   |   | 271,912      |   |   | 32,837       |  
|Foreign exchange gain (loss)                         |   | (204,934     | ) |   | 5,910        |   |   | (78,007      | )
|Gain (loss) on sale of investments (Note 4)          |   | (12,679      | ) |   | 83,281       |   |   | -            |  
|Write-down of investments (Note 4)                   |   | -            |   |   | (677,888     | ) |   | -            |  
|                                                    
|                                                     |   | 517,559      |   |   | (316,785     | ) |   | (45,170      | )
|                                                    
|Loss for the year                                    |   | (1,377,648   | ) |   | (1,801,883   | ) |   | (2,702,526   | )
|                                                    
|Other comprehensive gain (loss)                      |   |              |   |   |              |   |   |              |  
|Unrealized loss on investments (Note 4)              |   | (531,311     | ) |   | -            |   |   | -            |  
|                                                    
|Total comprehensive loss for the year                | $ | (1,908,959   | ) | $ | ( 1,801,883  | ) | $ | ( 2,702,526  | )
|                                                    
|                                                    
|Basic and diluted loss per common share              | $ | (0.02        | ) | $ | (0.04        | ) | $ | (0.09        | )
|                                                    
|                                                    
|Weighted average number of common shares outstanding |   | 56,740,221   |   |   | 42,853,558   |   |   | 29,511,921   |  

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 29, |   |   | February 28, |   |   | February 28, |  
|                                                            |   | 2008         |   |   | 2007         |   |   | 2006         |  
|                                                           
|STATEMENT OF DEFICIT                                        |   |              |   |   |              |   |   |              |  
|Balance, beginning of year                                  | $ | (13,715,748  | ) | $ | (11,913,865  | ) | $ | ( 9,211,339  | )
|Loss for the year                                           |   | (1,377,648   | ) |   | (1,801,883   | ) |   | ( 2,702,526  | )
|                                                           
|Balance, end of year                                        | $ | (15,093,396  | ) | $ | (13,715,748  | ) | $ | (11,913,865  | )
|                                                           
|STATEMENT OF ACCUMULATED OTHER                              |   |              |   |   |              |   |   |              |  
|COMPREHENSIVE INCOME (LOSS)                                 |   |              |   |   |              |   |   |              |  
|                                                           
|Balance, beginning of year                                  | $ | -            |   |   |              |   |   |              |  
|Adjustment to opening balance on adoption of standard       |   | -            |   |   |              |   |   |              |  
|Realized losses transferred to net income during the period |   | -            |   |   |              |   |   |              |  
|Unrealized loss on marketable securities (Note 4)           |   | (531,311     | ) |   |              |   |   |              |  
|                                                           
|Balance, end of year                                        | $ | (531,311     | ) |   |              |   |   |              |  

This financial statement came into effect with the adoption by the Company of the new accounting standards described in Note 3 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 29, |   |   | February 28, |   |   | February 28, |  
|                                                                |   | 2008         |   |   | 2007         |   |   | 2006         |  
|                                                               
|                                                               
|CASH FLOWS FROM OPERATING ACTIVITIES                            |   |              |   |   |              |   |   |              |  
|Loss for the year                                               | $ | (1,377,648   | ) | $ | (1,801,883   | ) | $ | (2,702,526   | )
|Items not affecting cash:                                       |   |              |   |   |              |   |   |              |  
|Amortization                                                    |   | 2,803        |   |   | 3,133        |   |   | 2,593        |  
|Accrued interest on performance bond                            |   | -            |   |   | (6,437       | ) |   | (4,043       | )
|Non-cash portion of foreign exchange (gain) loss                |   | 12,957       |   |   | (5,910       | ) |   | 10,568       |  
|Stock-based compensation                                        |   | 627,334      |   |   | 652,789      |   |   | 2,307,214    |  
|Write-down of marketable securities                             |   | -            |   |   | 677,888      |   |   | -            |  
|Gain (loss) on sale of marketable securities                    |   | 12,679       |   |   | (83,281      | ) |   | -            |  
|                                                               
|Changes in non-cash working capital items:                      |   |              |   |   |              |   |   |              |  
|Increase in receivables                                         |   | (98,963      | ) |   | (40,851      | ) |   | (24,860      | )
|Increase (decrease) in accounts payable and accrued liabilities |   | 1,248,244    |   |   | 59,816       |   |   | (16,570      | )
|                                                               
|Net cash provided by (used in) operating activities             |   | 427,406      |   |   | (544,736     | ) |   | (427,624     | )
|                                                               
|CASH FLOWS FROM FINANCING ACTIVITIES                            |   |              |   |   |              |   |   |              |  
|Capital stock issued for cash                                   |   | 24,625,466   |   |   | 15,729,673   |   |   | 6,851,004    |  
|Share issue costs                                               |   | (1,430,976   | ) |   | (1,014,229   | ) |   | (152,206     | )
|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       |   |   | -            |   |   | -            |  
|Related party and other loans                                   |   | -            |   |   | -            |   |   | 705,288      |  
|                                                               
|Net cash provided by financing activities                       |   | 21,260,265   |   |   | 16,957,241   |   |   | 7,404,086    |  
|                                                               
|CASH FLOWS FROM INVESTING ACTIVITIES                            |   |              |   |   |              |   |   |              |  
|Expenditures on resource properties                             |   | (11,136,370  | ) |   | (7,778,658   | ) |   | (3,701,255   | )
|Deposit with exploration contractor                             |   | (171,465     | ) |   | -            |   |   | -            |  
|Recoveries on resource properties                               |   | -            |   |   | 705,560      |   |   | 2,536,069    |  
|Purchase of equipment and fixtures                              |   | (32,741      | ) |   | (2,176       | ) |   | (4,454       | )
|                                                               
|Net cash used in investing activities                           |   | (11,340,576  | ) |   | (7,075,274   | ) |   | (1,169,640   | )
|                                                               
|Increase in cash                                                |   | 10,347,095   |   |   | 9,337,231    |   |   | 5,806,822    |  
|                                                               
|Cash, beginning of year                                         |   | 15,792,822   |   |   | 6,455,591    |   |   | 648,769      |  
|                                                               
|Cash, end of year                                               | $ | 26,139,917   |   | $ | 15,792,822   |   | $ | 6,455,591    |  
|                                                               
|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 29, 2008                             
|                                              

|1. | NATURE 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 and oil and gas 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.

|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 the 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 year ended February 29, 2008 the Companys holdings of marketable securities were classified as available for sale and accounted for as described in Note 3, with revaluation gains and losses included in other comprehensive income until the related assets are removed from the balance sheet. For the 2007 and 2006 fiscal years, investments in marketable securities were recorded at the lower of cost or market value on an individual investment basis.

Equipment and fixtures

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

| | Office furniture       | 20% declining balance                         
| | ---------------------- | ----------------------------------------------
| | Computer equipment     | 30% declining balance                         
| | Leasehold improvements | Straight line over the remaining life of lease

F-9

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)
|-- | ----------------------------------------

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.

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.

F-10

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)
|-- | ----------------------------------------

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 29, 2008, February 28, 2007 and February 28, 2006, the total number of potentially dilutive shares excluded from loss per share was 12,682,582 for 2008, 15,297,287 for 2007 and 10,477,727 for 2006.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

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 new section is effective for years beginning on or after October 1, 2007. The Company is in the process of assessing the impact of this new section on its financial statements.

F-11

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|2. | SIGNIFICANT ACCOUNTING POLICIES(contd)
|-- | ----------------------------------------

RECENT ACCOUNTING PRONOUNCEMENTS(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 will replace the existing 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 interests, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset. The new sections are effective for years beginning on or after October 1, 2007. The Company is in the process of assessing the impact of these new sections on its financial statements.

Going concern

In June 2007, the CICA amended 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 new section is effective for years beginning on or after January 1, 2008. The Company is in the process of assessing the impact of this new section on its financial statements.

The Company will be required to adopt the above new accounting standards for its fiscal periods beginning March 1, 2008.

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 is in the process of assessing the impact of this new section on its financial statements.

International Financial Reporting Standards (IFRS)

In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian generally accepted accounting principles with IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada's own generally accepted accounting principles. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended February 28, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

F-12

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|3. | ADOPTION OF NEW ACCOUNTING STANDARDS
|-- | ------------------------------------

Effective March 1, 2007, the Company adopted the following new accounting standards issued by the Canadian Institute of Chartered Accounts (CICA) relating to financial instruments. As permitted by the new standards, these have been adopted on a prospective basis with no restatement to prior period financial statements.

| | (a) | Comprehensive Income (Section 1530)
| | --- | -----------------------------------

Comprehensive income is the change in shareholders equity during a period from transactions and other events from non-owner sources. This standard requires certain gains and losses that would otherwise be recorded as part of net earnings to be presented in other comprehensive income until it is considered appropriate to be recognized in net earnings. This standard requires the presentation of comprehensive income, and its components, in a separate financial statement that is displayed with the same prominence as the other financial statements.

Accordingly, the Company now reports comprehensive loss and includes the account accumulated other comprehensive loss in shareholders equity section of the balance sheet.

| | (b) | Financial Instruments  Recognition and Measurement (Section 3855)
| | --- | ------------------------------------------------------------------

The Company also adopted the new recommendations of the Canadian Institute of Chartered Accountants (CICA) under CICA Handbook Section 3251 Equity, Section 3855 Financial Instruments  Recognition and Measurement (Section 3855), Section 3861 Financial Instruments  Disclosure and Presentation and Section 3865 Hedges. These new sections, which apply to fiscal years beginning on or after October 1, 2006, provide requirements for the recognition and measurement of financial instruments and on the use of hedge accounting.

Under Section 3855, all financial instruments are classified into one of five categories: held-for-trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets 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 investments 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 assets 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.

As a result of the adoption of these new standards, the Company has classified its cash as held-for-trading and its investments as available for sale. Receivables are classified as loans and receivables. Accounts payable and accrued liabilities, and due to joint venture, are classified as other financial liabilities, all of which are measured at amortized cost.

F-13

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|3. | ADOPTION OF NEW ACCOUNTING STANDARDS(contd)
|-- | --------------------------------------------

Section 3855 also provides guidance on accounting for transaction costs incurred upon the issuance of debt instruments or modification of a financial liability. Transaction costs are now deducted from the financial liability and are amortized using the effective interest method over the expected life of the related liability.

| | (c) | Hedging (Section 3865)
| | --- | ----------------------

This new standard specifies the circumstances under which hedge accounting is permissible and how hedge accounting may be performed. The Company currently does not have any hedges.

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

Investments consist of marketable securities holdings of publicly traded corporate shares as follows:

Surge Global Energy Inc. (Surge) (Note 6(c))  750,000 (2007  894,500) shares with a beginning of period fair value of $554,679 (2007  $1,377,940) and an end of period fair value of $75,165 (2007 - $554,679). During the fiscal year 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 has been charged to the statement of comprehensive loss. The difference between cost and market value of $677,888 as at February 28, 2007 has been charged to the statement of operations.

Lund Gold Ltd. (Lund) (Note 6(b))  1,197,906 shares acquired in April 2007 as set out in Note 6 at a fair value of $371,352. A reduction in fair value of $83,853 during the year ended February 29, 2008 has been charged to the statement of comprehensive loss. Lund is related to the Company, having a number of directors in common.

|5. | EQUIPMENT AND FIXTURES
|-- | ----------------------

| |                        |   |        |   | 2008         |   |            |  |   |        |   | 2007         |   |           
| | ---------------------- | - | ------ | - | ------------ | - | ---------- |  | - | ------ | - | ------------ | - | ----------
| |                       
| |                        |   |        |   | Accumulated  |   | Net        |  |   |        |   | Accumulated  |   | Net       
| |                        |   | Cost   |   | Amortization |   | Book Value |  |   | Cost   |   | Amortization |   | Book Value
| |                       
| | Office furniture       | $ | 20,570 | $ | 16,538       | $ | 4,032      |  | $ | 20,570 | $ | 13,859       | $ | 6,711     
| | Computer equipment     |   | 27,410 |   | 5,929        |   | 21,481     |  |   | 6,301  |   | 5,805        | $ | 496       
| | Leasehold improvements |   | 11,632 |   | -            |   | 11,632     |  |   | -      |   | -            |   | -         
| |                       
| |                        | $ | 59,612 | $ | 22,467       | $ | 37,145     |  | $ | 26,871 | $ | 19,664       | $ | 7,207     

Amortization of leasehold improvements and certain additions to computer equipment will start in June 2008 with the commencement of a renewed lease term. The Company is not a party to the lease, but has a rent sharing agreement with the lessee, a company related by having a number of directors in common.

F-14

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|6. | RESOURCE PROPERTIES
|-- | -------------------

| |                        |   | 2008       |  |   | 2007      
| | ---------------------- | - | ---------- |  | - | ----------
| | Mineral properties     |   |            |  |   |           
| | Sabodala, Senegal      | $ | 19,924,177 |  | $ | 9,511,957 
| | Carneirinho, Brazil    |   | -          |  |   | 252,461   
| | Oil and gas properties |   |            |  |   |           
| | Santa Rosa, Argentina  |   | 1,322,329  |  |   | 1,065,300 
| |                       
| |                        | $ | 21,246,506 |  | $ | 10,829,718

| |                                     |   | Santa Rosa, |   |   | Sabodala,  |  |   | Carneirinho, |   |   |            |  
| | ----------------------------------- | - | ----------- | - | - | ---------- |  | - | ------------ | - | - | ---------- | -
| |                                     |   | Argentina   |   |   | Senegal    |  |   | Brazil       |   |   | Total      |  
| |                                    
| | Balance, February 28, 2006          | $ | 706,376     |   | $ | 1,796,462  |  | $ | 44,021       |   | $ | 2,546,859  |  
| |                                    
| | Acquisition costs                   |   | -           |   |   | -          |  |   | 66,667       |   |   | 66,667     |  
| | Camp operation                      |   | 171         |   |   | 2,222,055  |  |   | 35,354       |   |   | 2,257,580  |  
| | Contractors and geological staff    |   | 43,077      |   |   | 1,702,978  |  |   | 69,376       |   |   | 1,815,431  |  
| | Drilling                            |   | -           |   |   | 2,056,906  |  |   | -            |   |   | 2,056,906  |  
| | Engineering and feasibility         |   | -           |   |   | 74,489     |  |   | -            |   |   | 74,489     |  
| | Exploration office                  |   | -           |   |   | 106,715    |  |   | -            |   |   | 106,715    |  
| | Insurance                           |   | -           |   |   | 23,820     |  |   | -            |   |   | 23,820     |  
| | Land and legal                      |   | 153,561     |   |   | 238,159    |  |   | -            |   |   | 391,720    |  
| | Presumptive minimum tax             |   | 145,842     |   |   | -          |  |   | -            |   |   | 145,842    |  
| | Sample analysis                     |   | -           |   |   | 945,873    |  |   | 15,283       |   |   | 961,156    |  
| | Travel and accommodation            |   | 16,273      |   |   | 344,500    |  |   | 21,760       |   |   | 382,533    |  
| |                                     |   | 358,924     |   |   | 7,715,495  |  |   | 208,440      |   |   | 8,280,859  |  
| |                                    
| | Balance, February 28, 2007          |   | 1,065,300   |   |   | 9,511,957  |  |   | 252,461      |   |   | 10,829,718 |  
| |                                    
| | Acquisition costs                   |   | -           |   |   | -          |  |   | 118,891      |   |   | 118,891    |  
| | Proceeds of disposition (Note 6(b)) |   | -           |   |   | -          |  |   | (371,352     | ) |   | (371,352   | )
| | Camp operation                      |   | -           |   |   | 1,019,666  |  |   | -            |   |   | 1,019,666  |  
| | Contractors and geological staff    |   | 127,753     |   |   | 1,089,405  |  |   | -            |   |   | 1,217,158  |  
| | Corporate services fee              |   | -           |   |   | 1,224,622  |  |   | -            |   |   | 1,224,622  |  
| | Drilling                            |   | -           |   |   | 4,649,594  |  |   | -            |   |   | 4,649,594  |  
| | Exploration office                  |   | 48,025      |   |   | 63,062     |  |   | -            |   |   | 111,087    |  
| | Insurance                           |   | -           |   |   | 11,409     |  |   | -            |   |   | 11,409     |  
| | Land and legal                      |   | 90,996      |   |   | 183,655    |  |   | -            |   |   | 274,651    |  
| | Presumptive minimum tax             |   | 16,912      |   |   | -          |  |   | -            |   |   | 16,912     |  
| | Sample analysis                     |   | -           |   |   | 1,291,653  |  |   | -            |   |   | 1,291,653  |  
| | Social programs                     |   | -           |   |   | 65,860     |  |   | -            |   |   | 65,860     |  
| | Travel and accommodation            |   | 107,756     |   |   | 393,532    |  |   | -            |   |   | 501,288    |  
| | Wages and benefits                  |   | -           |   |   | 419,762    |  |   | -            |   |   | 419,762    |  
| | Cost recoveries                     |   | (134,413    | ) |   | -          |  |   | -            |   |   | (134,413   | )
| |                                    
| |                                     |   | 257,029     |   |   | 10,412,220 |  |   | (252,461     | ) |   | 10,416,788 |  
| |                                    
| | Balance, February 29, 2008          | $ | 1,322,329   |   | $ | 19,924,177 |  | $ | -            |   | $ | 21,246,506 |  

F-15

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|6. | RESOURCE PROPERTIES(contd)
|-- | ----------------------------

Title to resource properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristics of many resource properties. The Company has investigated title to all of its resource properties and, to the best of its knowledge, title to each of its properties is 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, Senegal
| | ------ | -----------------

In October 2004 the Company was awarded an exploration concession in Senegal known as the Sabodala Project and the Companys rights were formalized in a Mining Convention with the government of Senegal dated February 17, 2005. 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 Senegal. 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. 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. This condition was met in October 2006.

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 became 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. As at February 28, 2007 Bendon had made excess contributions of $2,013,143 towards its requirement to fund 50 per cent of project expenditures beyond the US$8.0 million amount. This excess amount had been advanced to the Company, in its capacity as operator for the OJVG, and was reported at that date as an amount due by the Company to the joint venture.

Pursuant to a corporate advisory agreement entered into October 25, 2007 with Bendon, the Company paid Bendon $1,224,622 (US$1,250,000) and at February 29, 2008 was committed to three further payments of US$500,000 on or before each of May 31 (paid), August 31 and November 30, 2008 for services to be rendered through December 31, 2008.

F-16

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|6. | RESOURCE PROPERTIES(contd)
|-- | ----------------------------

| | a) | **Sabodala, Senegal**(contd)
| | -- | ------------------------------

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

| |                                   |   | 2008       |   |   | 2007       |  
| | --------------------------------- | - | ---------- | - | - | ---------- | -
| | ASSETS                            |   |            |   |   |            |  
| | Current                           |   |            |   |   |            |  
| | Cash                              | $ | 997,924    |   | $ | -          |  
| | Receivables                       |   | 55,182     |   |   | -          |  
| |                                   |   |            |   |   |            |  
| |                                   |   | 1,053,106  |   |   | -          |  
| |                                   |   |            |   |   |            |  
| | Resource properties               |   | 18,667,487 |   |   | 9,511,957  |  
| | Contractor deposit                |   | 171,465    |   |   | -          |  
| |                                   | ; |            |   |   |            |  
| |                                   | $ | 19,892,058 |   | $ | 9,511,957  |  
| |                                   |   |            |   |   |            |  
| | LIABILITIES                       |   |            |   |   |            |  
| |                                   |   |            |   |   |            |  
| | Current liabilities               | $ | 1,106,104  |   | $ | 1,057,005  |  
| |                                   |   |            |   |   |            |  
| | SHAREHOLDERS EQUITY              |   |            |   |   |            |  
| | Equity                            |   | 18,760,686 |   |   | 8,454,952  |  
| | Retained earnings                 |   | 25,268     |   |   | -          |  
| |                                   |   |            |   |   |            |  
| |                                   |   | 18,785,954 |   |   | 8,454,952  |  
| |                                   |   |            |   |   |            |  
| |                                   | $ | 19,892,058 |   | $ | 9,511,957  |  
| |                                   |   |            |   |   |            |  
| | Cash flows provided by (used in): |   |            |   |   |            |  
| | Operating activities              | $ | 25,268     |   | $ | -          |  
| | Financing activities              |   | 10,305,734 |   |   | 2,169,026  |  
| | Investing activities              | $ | (9,333,078 | ) | $ | (2,169,026 | )

The Companys share of OJVGs income for the years ended February 29, 2008 and February 28, 2007 was $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 29, 2008                             
|                                              

|6. | 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 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 May 2, 2008 the government of the Province of Mendoza issued Decree 1018/2008 which formally granted exploration and exploitation rights to the Companys Argentinean subsidiary, 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.

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 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. This interest was in place at February 29, 2008.

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.

Subsequent to the 2008 fiscal year-end, 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 in Note 4, and 250,000 were acquired from a director and senior officer of the Company.

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

Letter of intent with Otto Energy Ltd.

On November 15, 2005, the Company entered into a letter of intent (the LOI) with Otto Energy Ltd. (Otto) (formerly Ottoman Energy Ltd.), a corporation whose shares trade on the Australian Stock Exchange, whereby Otto can 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. The LOI, as amended, is subject to a number of conditions that must be fulfilled or waived by December 31, 2008, including formal issuance of the exploration and exploitation rights (which occurred May 2, 2008), completion of legal and financial due diligence to Ottos satisfaction, and the settlement and execution of a joint venture agreement governing the project.

F-18

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|7. | PERFORMANCE BOND  RESTRICTED CASH
|-- | ----------------------------------

The Company has a bond lodged at a bank in Argentina with a value of US$68,125 (2007  US$119,013) 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 6 (c)) and is subject to annual releases of US$13,625 commencing in 2005. During the year, the Company received its releases for 2005, 2006 and 2007, which previously had remained on deposit.

|8. | RELATED PARTY AND OTHER LOANS
|-- | -----------------------------

|a) | In February 2005 and amended in April 2005, the Company arranged loans totalling $625,000 bearing interest at 12% per annum, of which $575,000 was due to directors and a company controlled by a director. These loans were convertible at the option of the lenders into units of the Company at a price of $0.45 per unit, each unit consisting of one share and one share purchase warrant entitling the holder to purchase one additional share of the Company at a price of $0.45 per share for a period of two years following the date of conversion of the loan. The value attributable to the conversion options was not significant. The loans were converted to 1,388,887 units during the year ended February 28, 2006 and the warrants issued thereon had an expiry date February 1, 2008. The Company paid interest of $78,552 pursuant to these loans of which $72,320 was paid to related parties. During the year ended February 29, 2008 the 1,388,887 warrants were exercised for proceeds of $624,999 (Note 9).
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) | During the year ended February 28, 2006, the Company arranged and received a loan in the amount of US $600,000 bearing interest at 12% per annum compounded monthly. The loan was convertible at the option of the lender into units of the Company at a price of $0.43 per unit, each unit consisting of one share and one share purchase warrant entitling the holder to purchase one additional share of the Company at a price of $0.43 per share for a period of two years following the date of conversion of the loan. The value attributable to the conversion option was not significant. The loan was converted to 1,701,644 units during the year ended February 28, 2006 and the warrants issued thereon had an expiry date November 15, 2007. The Company paid interest of $10,459 pursuant to this loan. During the year ended February 29, 2008 the 1,701,644 warrants were exercised for proceeds of $731,707 (Note 9).                                                                                             
|  
|  

|9. | CAPITAL STOCK AND CONTRIBUTED SURPLUS
|-- | -------------------------------------

|a) | In January and February 2006, the Company closed a non-brokered private placement of 7,132,393 units at a price of $0.85 per unit for proceeds of $5,910,328, (net of share issue costs of $152,206). 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 $1.20 per share until January 16, 2008 for 625,020 warrants, until January 20, 2008 for 882,353 warrants and until February 1, 2008 for 2,058,823 warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) | 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 are subject to forced conversion provisions whereby after April 7, 2007 if the closing trading price of the Companys shares exceeds $3.40 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 606,100 broker compensation warrants with a value of $377,142. Each broker warrant can be exercised 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%.
|  

F-19



---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|9. | CAPITAL STOCK AND CONTRIBUTED SURPLUS(contd)
|-- | ----------------------------------------------

|c) | 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 after March 2008 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%.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  

| |                                                   | Number     |   |   |            |   |   | Contributed |  
| | ------------------------------------------------- | ---------- | - | - | ---------- | - | - | ----------- | -
| |                                                   | of Shares  |   |   | Amount     |   |   | Surplus     |  
| | Authorized                                        |            |   |   |            |   |   |             |  
| | An unlimited number of common shares no par value |            |   |   |            |   |   |             |  
| |                                                  
| | Issued                                            |            |   |   |            |   |   |             |  
| | Balance as at February 28, 2005                   | 26,983,125 |   | $ | 11,878,025 |   | $ | 250,386     |  
| | For cash pursuant to private placement (a)        | 7,132,393  |   |   | 5,910,328  |   |   | -           |  
| | For cash on exercise of warrants                  | 2,200,507  |   |   | 494,091    |   |   | -           |  
| | For cash on exercise of stock options             | 1,162,530  |   |   | 294,379    |   |   | -           |  
| | Transfer from contributed surplus on exercise of  | -          |   |   | 65,635     |   |   | (65,635     | )
| | stock options                                     |            |   |   |            |   |   |             |  
| | Loan conversions (Note 8)                         | 3,090,531  |   |   | 1,330,288  |   |   | -           |  
| | Escrow shares cancelled                           | (74,998    | ) |   | (8,605     | ) |   | 8,605       |  
| | Stock-based compensation                          | -          |   |   | -          |   |   | 2,307,214   |  
| | Balance as at February 28, 2006                   | 40,494,088 |   |   | 19,964,141 |   |   | 2,500,570   |  
| | For cash pursuant to private placement (b)        | 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  | -          |   |   | 333,066    |   |   | (333,066    | )
| | stock options                                     |            |   |   |            |   |   |             |  
| | 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 (c)        | 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   |  

F-20

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|10. | 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:

| |                          | 2008      | 2007 | 2006
| | ------------------------ | --------- | ---- | ----
| |                         
| |                          |           |      |     
| |                          |           |      |     
| |                          | Number    |      |     
| |                          | of Shares |      |     
| |                         
| | Outstanding,             |           |      |     
| | beginning of year        | 3,624,000 |      | $   
| | Granted                  | 560,000   |      |     
| | Exercised                | (226,000  | )    |     
| |                         
| | Outstanding, end of year | 3,958,000 |      | $   
| | Exercisable, end of      |           |      |     
| | year                     | 3,751,750 |      | $   

During fiscal 2008, the Company granted options to acquire 560,000 (2007  540,000; 2006  2,420,000) common shares with a weighted average fair value of $1.66 (2007  $1.21; 2006  $0.95) per option, of which 353,750 (2007 540,000; 2006  2,420,000) vested during the year resulting in stock-based compensation being recognized of $627,334 (2007  $652,789; 2006  $2,307,214).

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

| |                         | 2008         |  | 2007         |  | 2006         | 
| | ----------------------- | ------------ |  | ------------ |  | ------------ | 
| |                        
| | Risk-free interest rate | 4.2  4.6%   |  | 4.0  4.4%   |  | 3.3  4.1%   | 
| | Expected life           | 2 to 5 years |  | 2 to 5 years |  | 1 to 5 years | 
| | Annualized volatility   | 62 82%      |  | 62 79 %     |  | 71 99%      | 
| | 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 29, 2008                             
|                                              

|10. | STOCK OPTIONS(contd)
|--- | ---------------------

As at February 29, 2008, the following stock options were outstanding and exercisable:

| |  |   | Exercise | Number of shares |  |                    | Number of shares
| |  | - | -------- | ---------------- |  | ------------------ | ----------------
| |  |   | price    | outstanding      |  | Expiry date        | exercisable     
| |  |  
| |  | $ | 1.77     | 100,000          |  | July 1, 2008       | 100,000         
| |  |   | 0.25     | 615,000          |  | January 22, 2009   | 615,000         
| |  |   | 0.25     | 225,000          |  | March 3, 2009      | 225,000         
| |  |   | 2.60     | 100,000          |  | July 1, 2009       | 50,000          
| |  |   | 0.40     | 75,000           |  | June 1, 2010       | 75,000          
| |  |   | 0.35     | 87,000           |  | July 12, 2010      | 87,000          
| |  |   | 0.70     | 300,000          |  | September 15, 2010 | 300,000         
| |  |   | 2.79     | 75,000           |  | October 1, 2010    | 18,750          
| |  |   | 0.80     | 100,000          |  | November 22, 2010  | 100,000         
| |  |   | 1.90     | 1,656,000        |  | February 15, 2011  | 1,656,000       
| |  |   | 2.02     | 70,000           |  | April 21, 2011     | 70,000          
| |  |   | 2.13     | 100,000          |  | May 4, 2011        | 100,000         
| |  |   | 2.04     | 70,000           |  | January 9, 2012    | 70,000          
| |  |   | 2.80     | 200,000          |  | April 20, 2012     | 100,000         
| |  |   | 2.91     | 85,000           |  | May 8, 2012        | 85,000          
| |  |   | 2.91     | 100,000          |  | May 9, 2012        | 100,000         
| |  |  
| |  |   |          | 3,958,000        |  |                    | 3,751,750       

|11. | WARRANTS
|--- | --------

Share purchase warrant transactions are summarized as follows:

| |                      | 2008       | 2007 | 2006
| | -------------------- | ---------- | ---- | ----
| |                     
| |                      |            |      |     
| |                      |            |      |     
| |                      | Number     |      |     
| |                      | of Shares  |      |     
| |                     
| | Balance, beginning   |            |      |     
| | of year              | 11,673,287 |      | $   
| | Issued               | 4,140,000  |      |     
| | Exercised            | (7,088,705 | )    |     
| | Expired              | -          |      |     
| |                     
| | Balance, end of year | 8,724,582  |      | $   

F-22

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|11. | WARRANTS(contd)
|--- | -----------------

As at February 29, 2008, the following share purchase warrants were outstanding and exercisable:

| | Number    |   | Exercise |                   
| | --------- | - | -------- | ------------------
| | of Shares |   | Price    | Expiry Date       
| |          
| | 4,274,150 | $ | 2.20     | December 7, 2008* 
| | 310,432   |   | 1.65     | December 7, 2008  
| | 2,700,000 |   | 3.30     | November 15, 2009*
| | 540,000   |   | 2.75     | November 15, 2009 
| | 900,000   |   | 3.30     | November 26, 2009*
| |          
| | 8,724,582 |   |          |                   

* These warrants are subject to forced conversion provisions as outlined in Notes 9(b) and 9(c).

|12. | RELATED PARTY TRANSACTIONS
|--- | --------------------------

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

| |                                  |   | 2008    |   | 2007    |   | 2006   
| | -------------------------------- | - | ------- | - | ------- | - | -------
| |                                 
| | Rent                             | $ | 52,920  | $ | 50,920  | $ | 51,031 
| | Professional and consulting fees |   | 334,024 |   | 350,965 |   | 243,208
| | Salaries and benefits            |   | 162,153 |   | 144,813 |   | 138,000

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.

Additional related party transactions are disclosed in Notes 6(b), 6(c) and 8(a).

Included in accounts payable and accrued liabilities at February 29, 2008 is $37,098 (February 28, 2007 - $47,683) 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 29, 2008                             
|                                              

|13. | FINANCIAL INSTRUMENTS
|--- | ---------------------



| | **a)** | **Fair value**
| | ------ | --------------

The Company's financial instruments consist of cash, receivables, investments, performance bond, accounts payable, accrued liabilities and amounts due to joint venture. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. To limit its credit risk exposure in excess of federally insured amounts, the Company places its deposits with financial institutions with high credit standing.



| | **b)** | **Financial risk**
| | ------ | ------------------

Financial risk is the risk arising from fluctuations in interest rates and changes in foreign currency exchange rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in interest rates and foreign currency exchange rates.

|14. | INCOME TAXES
|--- | ------------

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

| |                                                |   | 2008       |   |   | 2007       |   |   | 2006       |  
| | ---------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
| |                                               
| | Loss for the year                              | $ | (1,377,648 | ) | $ | (1,801,883 | ) | $ | (2,702,526 | )
| |                                               
| | Expected income tax recovery                   | $ | 464,067    |   | $ | 644,840    |   | $ | 1,034,716  |  
| | Permanent and other differences                |   | (221,935   | ) |   | (547,324   | ) |   | (941,644   | )
| | Effect of reduction in future income tax rates |   | (521,425   | ) |   | -          |   |   | -          |  
| | Differences in foreign tax rates               |   | -          |   |   | -          |   |   | (13,057    | )
| | Change in valuation allowance                  |   | 279,293    |   |   | (97,516    | ) |   | (80,015    | )
| |                                               
| |                                                | $ | -          |   | $ | -          |   | $ | -          |  

F-24

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|14. | INCOME TAXES(contd)
|--- | ---------------------

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

| |                                   |   | 2008       |   |   | 2007       |  
| | --------------------------------- | - | ---------- | - | - | ---------- | -
| |                                  
| | Future income tax assets          |   |            |   |   |            |  
| | Resource properties and equipment | $ | 2,353,185  |   | $ | 1,809,963  |  
| | Non-capital loss carry-forwards   |   | 906,545    |   |   | 516,486    |  
| | Share issue costs                 |   | 471,754    |   |   | 280,022    |  
| | Other                             |   | 43,775     |   |   | -          |  
| |                                  
| |                                   |   | 3,775,259  |   |   | 2,606,471  |  
| |                                  
| | Less: valuation allowance         |   | (3,775,259 | ) |   | (2,606,471 | )
| |                                  
| |                                   | $ | -          |   | $ | -          |  

The Company has non-capital losses of approximately $3,400,000 (2007  $1,218,000) available for deduction against future years taxable income in Canada. These losses, if unutilized, will expire up to 2028. 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.

|15. | 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:

| |           |   | 2008       |   | 2007      
| | --------- | - | ---------- | - | ----------
| |          
| | Senegal   | $ | 19,924,177 | $ | 9,511,957 
| | Argentina |   | 1,322,329  |   | 1,065,300 
| | Canada    |   | 37,145     |   | 7,207     
| | Brazil    |   | -          |   | 252,461   
| |          
| |           | $ | 21,283,651 | $ | 10,836,925

F-25

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|February 29, 2008                             
|                                              

|16. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
|--- | --------------------------------------------------

| |                                                               |   | 2008       |   |   | 2007       |   |   | 2006       |  
| | ------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
| |                                                              
| | Non-cash operating activities                                 |   |            |   |   |            |   |   |            |  
| | Accounts payable incurred for resource property expenditures  | $ | 1,516,482  |   | $ | 1,168,252  |   | $ | 669,961    |  
| | Receivables  recovery of resource property expenditures      |   | -          |   |   | -          |   |   | (705,560   | )
| |                                                              
| |                                                               | $ | 1,516,482  |   | $ | 1,168,252  |   | $ | (35,599    | )
| |                                                              
| | Non-cash financing activities                                 |   |            |   |   |            |   |   |            |  
| | Related party and other loans settled with stock              | $ | -          |   | $ | -          |   | $ | (1,330,288 | )
| | Shares issued in conversion of related party and other loans  |   | -          |   |   | -          |   |   | 1,330,288  |  
| | Exercise of stock options                                     |   | (40,855    | ) |   | (333,066   | ) |   | (65,635    | )
| | Contributed surplus allocated to capital stock on exercise of |   |            |   |   |            |   |   |            |  
| | stock options                                                 |   | 40,855     |   |   | 333,066    |   |   | 65,635     |  
| | Broker compensation warrants                                  |   | 545,821    |   |   | 377,142    |   |   | -          |  
| | Contributed surplus arising from broker compensation warrants |   | (545,821   | ) |   | (377,142   | ) |   | -          |  
| | Exercise of broker compensation warrants                      |   | (183,978   | ) |   | -          |   |   | -          |  
| | Contributed surplus allocated to capital stock on exercise of |   |            |   |   |            |   |   |            |  
| | broker compensation warrants                                  |   | 183,978    |   |   | -          |   |   | -          |  
| | Cancellation of escrow shares                                 |   | -          |   |   | -          |   |   | (8,605     | )
| | Contributed surplus on cancellation of escrow shares          |   | -          |   |   | -          |   |   | 8,605      |  
| |                                                              
| |                                                               | $ | -          |   | $ | -          |   | $ | -          |  
| |                                                              
| | Non-cash investing activities                                 |   |            |   |   |            |   |   |            |  
| | Resource property expenditures incurred through accounts      |   |            |   |   |            |   |   |            |  
| | payable                                                       | $ | (1,516,482 | ) | $ | (1,168,252 | ) | $ | (669,961   | )
| | Resource property expenditure recovery in receivables         |   | -          |   |   | -          |   |   | 705,560    |  
| | Marketable securities received on disposition of mineral      |   | 371,352    |   |   | -          |   |   | -          |  
| | property                                                      |   |            |   |   |            |   |   |            |  
| | Proceeds from disposition of mineral property for marketable  |   | (371,352   | ) |   | -          |   |   | -          |  
| | securities                                                    |   |            |   |   |            |   |   |            |  
| |                                                              
| |                                                               | $ | (1,516,482 | ) | $ | (1,168,252 | ) | $ | 35,599     |  
| |                                                              
| | Interest paid during the year                                 | $ | -          |   | $ | -          |   | $ | 89,011     |  
| | Income taxes paid during the year                             |   | -          |   |   | -          |   |   | -          |  

F-26

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian Dollars)               
|FEBRUARY 29, 2008                             
|                                              

|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

| |                          |   |            |   | 2008        |   |   |             |            |   |            |            |            | 2007 |   |            |   |           
| | ------------------------ | - | ---------- | - | ----------- | - | - | ----------- | ---------- | - | ---------- | ---------- | ---------- | ---- | - | ---------- | - | ----------
| |                         
| |                          |   | Balance,   |   |             |   |   |             | Balance,   |   |            | Balance,   |            |      |   |            |   | Balance,  
| |                          |   | Canadian   |   |             |   |   |             | U.S.       |   |            | Canadian   |            |      |   |            |   | U.S.      
| |                          |   | GAAP       |   | Adjustment  |   |   | GAAP        |            |   | GAAP       |            | Adjustment |      |   | GAAP      
| |                         
| | Investments  current    | $ | 362,662    |   | $           | - |   | $           | 362,662    |   | $          | -          | $          |      | - |            | $ | -         
| | Other current assets     |   | 26,320,819 |   |             | - |   |             | 26,320,819 |   |            | 15,874,761 |            |      | - |            |   | 15,874,761
| | Investments  long term  |   | -          |   |             | - |   |             | -          |   |            | 554,679    |            |      | - |            |   | 554,679   
| | Resource properties (a)  |   | 21,246,506 |   | (19,924,177 | ) |   | 1,322,329   |            |   | 10,829,718 |            | (9,666,476 | )    |   | 1,163,242 
| | Contactor deposit        |   | 171,465    |   |             | - |   |             | 171,465    |   |            | -          |            |      | - |            |   | -         
| | Equipment and fixtures   |   | 37,145     |   |             | - |   |             | 37,145     |   |            | 7,207      |            |      | - |            |   | 7,207     
| | Performance bond         |   | 66,749     |   |             | - |   |             | 66,749     |   |            | 139,245    |            |      | - |            |   | 139,245   
| |                         
| |                          | $ | 48,205,346 | $ | (19,924,177 | ) | $ | 28,281,169  |            | $ | 27,405,610 | $          | (9,666,476 | )    | $ | 17,739,134
| |                         
| | Current liabilities      | $ | 2,175,285  | $ |             | - |   | $           | 2,175,285  |   | $          | 3,288,414  | $          |      | - |            | $ | 3,288,414 
| | Shareholders equity (a) |   | 46,030,061 |   | (19,924,177 |   |   | 26,105,884  |            |   | 24,117,196 |            | (9,666,476 | )    |   | 14,450,720
| |                         
| |                          | $ | 48,205,346 | $ | (19,924,177 | ) |   | $28,281,169 |            | $ | 27,405,610 | $          | (9,666,476 | )    | $ | 17,739,134

Loss for the year

| |                                                       |   | 2008        |   |   | 2007        |   |   | 2006       |  
| | ----------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ---------- | -
| | Loss for the year - Canadian GAAP                     | $ | (1,377,648  | ) | $ | (1,801,883  | ) | $ | (2,702,526 | )
| | Exploration expenditures expensed under U.S. GAAP (a) |   | (10,257,701 | ) |   | (7,857,268  | ) |   | (670,731   | )
| | Compensation expense recovered (c)                    |   | -           |   |   | -           |   |   | 87,938     |  
| | Loss for the year - U.S. GAAP                         |   | (11,635,349 | ) |   | (9,659,151  | ) |   | (3,285,319 | )
| | Holding losses on investments (d)                     |   | ( 531,311   | ) |   | (1,669,333  | ) |   | (1,469,570 | )
| | Comprehensive loss - U.S. GAAP                        | $ | (12,166,660 | ) | $ | (11,328,484 | ) | $ | (4,754,889 | )
| | Basic and diluted loss per share - U.S. GAAP          | $ | (0.21       | ) | $ | (0.23       | ) | $ | (0.11      | )

F-27

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|FEBRUARY 29, 2008                             
|                                              

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd )
|--- | ------------------------------------------------------------------------------------------------

Cash flows

| |                                      |   | 2008        |   |   | 2007       |   |   | 2006       |  
| | ------------------------------------ | - | ----------- | - | - | ---------- | - | - | ---------- | -
| |                                     
| | Cash flows from operating activities |   |             |   |   |            |   |   |            |  
| | Per Canadian GAAP                    | $ | 427,406     |   | $ | (544,736   | ) | $ | (427,624   | )
| | Expenditures on resource properties  |   | (10,977,283 | ) |   | (6,647,507 | ) |   | (889,536   | )
| |                                     
| | Per U.S. GAAP                        | $ | (10,549,877 | ) | $ | (7,192,423 | ) | $ | (1,317,160 | )
| |                                     
| | Cash flows from investing activities |   |             |   |   |            |   |   |            |  
| | Per Canadian GAAP                    | $ | (11,340,576 | ) | $ | (7,075,274 | ) | $ | (1,169,640 | )
| | Expenditures on resource properties  |   | 10,977,283  |   |   | 6,647,507  |   |   | 889,536    |  
| |                                     
| | Per U.S. GAAP                        | $ | (363,293    | ) | $ | (427,767   | ) | $ | (280,104   | )

| | 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-28

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|FEBRUARY 29, 2008                             
|                                              

|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 29 or 28, 2008, 2007 and 2006.

| | **c)** | Compensation expense for escrow shares
| | ------ | --------------------------------------

Under U.S. GAAP, shares issued pursuant to an escrow agreement may be considered to be compensatory in nature under certain circumstances. Compensation is provided for in accordance with Financial Accounting Standards Board (FASB) Interpretation 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Awards Plans, whereby the Company records compensation expense for the amount of equity instruments granted to officers and employees. The compensation expense is adjusted in subsequent periods for changes in the quoted market value of the Companys shares. If an equity award is forfeited, the Company adjusts compensation expense recorded in the previous periods in the period of forfeiture. Under Canadian GAAP, such escrow shares are not considered compensatory and no provision is required.

During the year ended February 28, 2006, the Company cancelled all escrow shares. Accordingly, compensation expense recognized in previous periods was recorded as a recovery in fiscal 2006 under U.S. GAAP.

| | **d)** | Investments
| | ------ | -----------

Under Canadian GAAP for the 2006 and 2007 fiscal years, marketable securities held by the Company were recorded at the lower of cost and market value. Under U.S. GAAP, marketable securities 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 marketable securities held by the Company as available for sale equity securities and recorded at fair value with changes in fair value recorded record in other comprehensive income. Accordingly, there is no difference between Canadian GAAP and U.S. GAAP on accounting for marketable securities for the year ended February 29, 2008.

F-29

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|FEBRUARY 29, 2008                             
|                                              

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd)
|--- | ------------------------------------------------------------------------------------------------

| | **e)** | Convertible notes
| | ------ | -----------------

Under Canadian GAAP, upon issuance of the convertible notes, the net proceeds received are allocated between the liability and equity components of the notes. The liability portion of the convertible notes is calculated by determining the carrying amount of the convertible notes by discounting the stream of future payments of principal at the prevailing market rate for a similar liability that does not have an associated equity component. For Canadian GAAP purposes, for the years ended February 28, 2006 and 2005, no amount was allocated to the equity component for convertible loans issued.

Under U.S. GAAP, on issuance, the convertible notes would be recorded as a liability and then reclassified as equity only upon conversion. Further, under U.S. GAAP, the beneficial conversion feature represented by the excess of the fair value of the shares issuable on conversion of the notes, measured on the commitment date, over the amount of the proceeds to be allocated to the common shares upon conversion, would be allocated to additional paid in capital. This results in a discount on the note that is accreted as additional interest expense over the term of the note and any unamortized balance is expensed immediately upon conversion of the note. For U.S. GAAP purposes, for the years ended February 28, 2006 and 2005, the Company was not required to record a beneficial conversion feature on the convertible notes, as the fair value of the shares issuable on conversion of the notes did not exceed the amount of the proceeds to be allocated to the common shares upon conversion.

| | **f)** | 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.

| | **g)** | 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.

| | **h)** | Recent 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. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007; for the Company, the fiscal year beginning March 1, 2008. The Company does not believe the adoption of this standard will have a material effect on its financial statements.

F-30

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|FEBRUARY 29, 2008                             
|                                              

|17. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(contd)
|--- | ------------------------------------------------------------------------------------------------

| | h) | Recent accounting pronouncements(contd)
| | -- | -----------------------------------------

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. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007; for the Company, the fiscal year beginning March 1, 2008. The Company does not believe the adoption of this standard will have a material effect on its financial statements.

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. The Statement 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.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities an amendment to FASB Statement No. 133 (SFAS 161). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities will now be required to provide enhanced disclosure about how and why an entity uses derivative instruments, how the instruments are accounted for under SFAS 133, and how the instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years beginning after November 15, 2008. The Company is currently evaluating the impact the adoption of this pronouncement will have on its financial statements. The Company currently does not use derivative instruments or engage in hedging activities.

F-31

---

|OROMIN EXPLORATIONS LTD.                      
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|FEBRUARY 29, 2008                             
|                                              

|18. | SUBSEQUENT EVENTS
|--- | -----------------

The Company granted a total of 2,645,000 new stock options as follows: options on 75,000 shares exercisable at the price of $3.40 per share for a term ending March 1, 2013; on 2,320,000 shares exercisable at $3.25 per share for a term ending March 26, 2013; and on 250,000 shares exercisable at $3.00 per share for a term ending May 14, 2013.

On July 29, 2008 shareholders approved a shareholder rights plan whereby one right has been issued in respect of each outstanding common share of the Company. On the occurrence of certain triggering events, including the acquisition by a person or group of 20 per cent or more of the outstanding shares of the Company in a transaction not approved by the directors of the Company, the rights will entitle holders other than the acquiring person or group to acquire shares of the Company at a 50 per cent discount to the prevailing market price. The rights will not be triggered by purchases of common shares of the Company made under a permitted bid, which is defined as a takeover bid made for all shares to all holders of common shares of the Company on identical terms, which also complies with certain other conditions, including a requirement that the bid remain open for at least 60 days. Until the occurrence of certain events, the rights will trade with the common shares and be represented by the certificates for the common shares.

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|                                                                   
|-------------------------------------------------------------------
|LUND GOLD LTD.                                                     
|Suite 2000, 1055 West Hastings St., Vancouver, B.C., Canada V6E 2E9
|Phone: 604-331-8772  Fax: 604-331-8773                             





|               |         
|-------------- | --------
|March 12, 2007 | BY EMAIL





Oromin Explorations Ltd.

Suite 2000, 1055 West Hastings St.

Vancouver, B.C.

V6E 2E9



Attention:

Douglas Turnbull



Dear Doug:



Re:

Carneirinho Property



Further to our recent discussions, this letter agreement will serve to confirm the agreement of Lund Gold Ltd. (Lund) and Oromin Explorations Ltd. (Oromin) whereby Lund will acquire from Oromin all of its right title and interest in and to the Carneirinho Property, including without limitation that certain letter agreement dated January 27, 2005 between Lund, Oromin and Dirceu Santos F. Sobrinho regarding the Carneirinho Property (the Agreement), whereby Lund and Oromin have the exclusive option to acquire, initially, a 50% interest (the First Option) and thereafter a further 50% interest (the Second Option) in the Carneirinho Property, free and clear of all liens and encumbrances.



Oromin has represented to Lund that:



1.

its interest in the Carneirinho Property and the Agreement is free and clear of all liens, charges and encumbrances of any kind whatsoever;



2.

there are no agreements, options, warrants, rights of conversion, rights of pre-emption or similar rights or other rights pursuant to which Oromin is or may become obligated to sell, transfer or assign any interest in Carneirinho Property or the Agreement to any person other than Lund; and



3.

it has incurred expenditures of $371,351 on exploration and development of the Carneirinho Property.



As consideration for the acquisition by Lund of all of Oromins right title and interest in and to the Carneirinho Property, Lund agrees, subject to regulatory approval, to issue to Oromin 1,197,906 common shares of Lund at deemed price of $0.31 per share being the weighted average price for Lunds shares for the last twenty trading days.



This letter agreement is subject to the approval of the TSX Venture Exchange and the approval of the Directors of Oromin.

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- 2 -



If the foregoing is acceptable to Oromin, please acknowledge its acceptance of, and agreement to be bound by, the terms and conditions hereof by signing the enclosed copy hereof in the space provided and returning same to us.  We confirm that this letter agreement may be executed in counterparts each of which will be deemed to be an original and both of which will be deemed to constitute one agreement.



As always, please do not hesitate to call me at your convenience should you wish to discuss this matter further.



Yours Truly,



|                                                            |                                                                    
|----------------------------------------------------------- | -------------------------------------------------------------------
|LUND GOLD LTD.


Chet Idziszek
per:
Chet Idziszek

JGS:sh | OROMIN EXPLORATIONS LTD.


Douglas Turnbull
per:
Douglas Turnbull











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|                  |                                                                                       
|----------------- | --------------------------------------------------------------------------------------
|OROMIN            | Suite 2000, Guinness Tower, 1055 West Hastings Street, Vancouver, B.C.  Canada V6E 2E9
|EXPLORATIONS LTD. | Tel: (604) 331-8772  Fax: (604) 331-8773                                              





March 11, 2008





Chet Idziszek

8211 Old Mine Road

Powell River, British Columbia

V8A 4Z3



Dear Chet:



Re:                     Purchase of Shares of Surge Global Energy, Inc. (Surge)



Further to our recent discussions, this letter will serve to confirm our agreement whereby Oromin has agreed to purchase from you 250,000 common shares in the capital stock of Surge (the Shares) at a price of USD$0.13 per share in order to facilitate Oromins repurchase of an effective 17.52% interest in the Santa Rosa oil and gas property from Surge.  Upon delivery of the Shares either to Oromin or directly to Surge, Oromin will pay you the full purchase price of USD$32,500.



Please acknowledge your acceptance of the terms and conditions of this letter agreement by signing the enclosed copy hereof in the space provided and returning same to us.  I confirm that this letter agreement may be executed in counterparts, both of which will be deemed to be an original and constitute one agreement.



I trust you will find the foregoing to be in order.  As always, please do not hesitate to call me at your convenience should you wish to discuss this matter further.



Yours Truly,



OROMIN EXPLORATIONS LTD.



Signed:  J.G. Stewart

Agreed to and accepted this

per:

J.G. Stewart

11th day of March 2008.

Director



Signed:Chet Idziszek

Chet Idziszek









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|                | TRADUCCIÓN PÚBLICA/SWORN TRANSLATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|VACCALLUZZO     | [At the top of all the pages of the document there appears an emblem and a seal that reads:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Publica         | "GOVERNMENT OF MENDOZA. MINISTRY OF INFRASTRUCTURE, HOUSING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1nglés          | AND TRANSPORTATION"]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Capital Federal | Mendoza, April 30, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|A. Nro. 5778    | EXECUTIVE ORDER No. 1018                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                | HAVING SEEN File N° 156-M-07-01282 of former Ministry of Economy (currently Ministry of Production, Technology and Innovation) in which appear the proceeding related to the International Invitation to Bid No. E-01/02, Fiftieth Bidding Round for the Area "CC and B-9 (CUENCA CUYANA Y BOLSONES 9) SANTA ROSA", andCONSIDERING:
That it is a goal of the Provincial Government to achieve the demonopolization of each one of the stages that form part of the oil industry.
That the hydrocarbon policy must be supported by a major exploratory effort in the entire Provincial Territory, in order to widen the geological knowledge which allows for the incorporation of new reserves of oil and gas.
That the characteristics of exploratory projects entail such importance that they require technical and economical capacity in accordance with the obligations derived from such activity. That along such lines, the granting of Exploration Permits by the National Government under the terms of Law 17,319, as amended, was adequate means to channel investments conducive to the finding of hydrocarbons.
That to this effect, the Enforcing Authority of the aforementioned Law 17,319, as amended, issued an International Invitation to Bid No. E-01/92 Fiftieth Bidding Round, called "PLAN ARGENTINA", in which various exploration areas were subject to bidding in accordance with the provisions of said law.
That the procedures used in the process of bidding and awarding of the exploration area, were carried out in accordance with what is set forth in Federal Executive Order No. 2178 dated October 21, 1991, approving the Bid Specifications and its amendments, Federal Executive Order No. 1271 dated July 21, 1992 and Federal Executive Order No. 1955 dated November 4, 1994.
That the Legal Affairs Department of the National Ministry of Economy and Production made the relevant intervention.
That through the passing of Law 26,197 and in accordance with what is set forth in Provincial Hydrocarbons Law No. 7526, the Province of Mendoza assumed full original ownership based on reserved provincial powers and administration of liquid and gas hydrocarbons deposits located in its provincial territory and, therefore, the exercise of the powers as Granting Authority, in accordance with what is set forth in Law 17,319, as amended, and pursuant to the Federal Agreement on Hydrocarbons.
That according to the new legal framework, the Province of Mendoza is the Granting Authority, including for those areas which, while located in the territory of the Province, were in the process of obtaining a permit from the Federal Executive Branch.
That this provision is passed pursuant to Sections 18 and 98, subsection b) of Law 17,319 and Section 1 of Law 26,197 and Section 3 of Provincial Law 7,526.
That all legal requirements have been met, approval of the awarding and granting of the Exploration Permit to the only offer presented in the area up for bid should be given.
Therefore, and in accordance with the opinions issued on this regard by Legal Services of the Ministry of Infrastructure, Housing and Transportation, by Advisory Services of the Government and by the State Prosecutor's Office,
THE GOVERNOR OF THE PROVINCE IN AGREEMENT WITH MINISTRIES ORDERS THAT:

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Article 1. It shall be approved the awarding of the bid for the International Public Invitation to Bid No. E-01/92, Fiftieth Bidding Round, for Area "CC and B-9 (CUENCA CUYANA Y BOLSONES 9) SANTA ROSA" located in the Province of MENDOZA.

Article 2. The company "EXPLORACIONES OROMIN SOCIEDAD ANONIMA" shall be awarded the Exploration Permit for Area "CC and 9 (CUENCA CUYANA Y BOLSONES 9) SANTA ROSA" located in the Province of Mendoza, with the objective of carrying out searches for hydrocarbons pursuant to Section 6 and subsequent sections of Law 7,526, for the term of THREE (3) years for the first period, TWO (2) years for the second period and ONE (1) year for the third period, as from the effective date hereof. This permit is granted according to the proposal of the company abovementioned, appearing on pages

12-26 and 984-986 of file No. 156-M-07-01282.

The boundaries of such area shall be the following provisional coordinates:

COORDINATES GAUSS-KRUGER:

|                                            |             |          
|------------------------------------------- | ----------- | ---------
|Corner                                      | x           | y        
|1                                           | 6,410,000   | 2,614,000
|2                                           | 6,389,130   | 2,614,000
|3                                           | 6,388,890   | 3,370,000
|4                                           | Rio Tunuyàn | 3,370,000
|The boundary continues through Rio Tunuyan.
|5                                           | Rio Tunuyân | 2,571,500
|6                                           | 6,410,000   | 2,571,500

Approximate Surface: SEVEN THOUSAND SIX HUNDRED AND NINETY-FOUR SQUARE KILOMETERS (7,694 km2).

Article 3 . Within FIVE (5) days following the date of publication of this executive order in the Official Gazette, "EXPLORACIONES OROMIN SOCIEDAD ANONIMA" shall pay to the Province of MENDOZA, the equivalent in Pesos according to the BANCO DE LA NACION ARGENTINA seller exchange rate in force on the day prior to payment, of the amount of FIFTY THOUSAND UNITED STATES DOLLARS (US$ 50,000), pursuant to the amount offered in its offer as FACTOR "Po" for the access to the area.

Such deposit shall be made in the BANCO DE LA NACION ARGENTINA- Revenue Department Branch, through a "Deposit Ticket" Account: 04-1120511-000 (Occasional Income [Ingresos Eventuales]  Code 079).

As soon as "EXPLORACIONES OROMIN SOCIEDAD ANONIMA" formally accounts for the payment mentioned in this article, and receives certification from the Province of Mendoza that is free from tax debt, the Enforcing Authority shall deliver a certification which allows access to the area.

If after being requested by the Enforcing Authority, EXPLORACIONES OROMIN SOCIEDAD ANONIMA does not pay for the right to access the area within FORTY- EIGHT (48) HOURS following formal request by the Enforcing Authority, the Enforcing Authority shall enforce the guarantee of maintenance of offer, voiding all rights of "EXPLORACIONES OROMIN SOCIEDAD ANONIMA" deriving from the filing of its offer and the awarding of Area "CC and B-9 (CUENCA CUYANA Y BOLSONES 9) SANTA ROSA" to them.

Article 4.  The Permit Holder shall carry out, during the First Exploration Period, TWENTY (20) Work Units as committed in its offer, plus the Minimum Base K of ONE HUNDRED (100) Work Units, in the term of THREE (3) years. The Work Units are detailed in the offer that appears in pages 12-26 of the referenced file.

Article 5. In the case of opting to enter into the Second Exploration Period, the Permit Holder shall be bound to carry out at least ONE (1) Exploration Well plus ONE- HUNDRED AND FIFTY (150) prospecting Work Units in such period. When for technical reasons fully accounted for, it must carry out prospecting works prior to the drilling of such well; the Enforcing Authority may authorize the making of the Exploratory Well in the Third Period of Exploration. In the event the Third Period is not entered into, at such moment the Permit Holder shall pay to the Provincial State the Remaining Balance at its current value of the well that was not created. The value of the Work Units carried out which exceed the value of those Work Units that the Permit Holder was bound to carry out shall be deducted from such balance.



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Article 6. In case of opting for entering into the Third Exploration Period, the Permit Holder shall be bound to drill ONE (1) Exploration Well, without prejudice to the provisions of the foregoing article. Should the Permit Holder not carry out the agreed upon investments for this period, it shall pay to the Provincial State the amount of such investments that were agreed upon but not made. The Permit Holder may make use of the equivalence of the relevant amounts, if the type of work made is different from that initially agreed upon for this period.

Article 7. The Permit Holder may make use of the extension period, which may not exceed the maximum term of THREE (3) years. Such extension may not be used with regard to the First Exploration Period.

Article 8. The Permit Holder may make use of the Extension Period provided for in the foregoing article in advance, by adding up to ONE (1) year to the Second Exploration Period. The unused balance of such extension may be added to the Third Period of Exploration.

Article 9. For the computation of the remaining area mentioned in Section 26 of Law No. 17,319, the Permit Holder shall be authorized to exclude, for a period of up to ONE (1) year, in addition to the areas transformed into Exploitation Lots, the areas of those lots whose statement of commerciality is under study.

Article 10. If the Permit Holder does not carry out the creation of Work Units agreed upon for the First Period, it shall pay the Provincial State the current Remaining Balance within THIRTY (30) days of the Area being returned or of the end of the First Period of Exploration, whichever occurs first. Current Remaining Balance, being understood as that which arises from the work units not carried out in the period of time agreed upon, valued in pesos, with any interest which is applicable by virtue of the breach as from the end of the corresponding period until the moment of actual payment.  With respect to updates and/or indexing, with adjustment formulas they shall be in accordance with the provisions contained in the Federal Substantive Laws.

Article 11. In the following periods, the resignation of the Permit Holder of the Exploration Permit or the breach of its obligations and commitments, according to what is established in Sections 80 and 81 of Law No. 17,319 and what is stated in Law No. 26,197, shall obligate it to pay to the Provincial State the amount corresponding to the Work Units agreed upon and not carried out that corresponds to the Period in which said resignation and/or breach was made, within THIRTY (30) days of verification of such resignation and/or breach.

If in any of the periods the Work Units carried out exceed the respective commitments, the Permit Holder can allocate what was done in excess to the following Period or Periods.

Article 12. The Permit Holder shall pay annually and in advance, for each square kilometer or fraction, the fee stated in Section 21 of Law No. 7526.

Article 13. The Permit Holder shall have the right to obtain ONE (1) Exploitation Concession of the hydrocarbons that they discover within the perimeter of the Permit that is awarded, in accordance with Section 6 of Law No. 7526. The owner of the Concession shall have free availability of the hydrocarbons in this area, in accordance with what is stated in Section 6 of Law No. 17,319, in Section 15 of Federal Executive Order No. 1055 dated October 10, 1989 and in Sections 5 and 6 of Federal Executive Order No. 1589 dated December 27, 1989, whose terms are incorporated into the deed of concession.

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Article 14. Within THIRTY (30) days as of the date of publication of this Executive Order in the Official Gazette, the Permit Holder shall constitute, to the full satisfaction of the Enforcing Authority, a performance guarantee of the Work Units, for an equivalent amount in United States Dollars.

On the date of initiation of the following Exploration Periods and within the same time period, the Permit Holder shall constitute a performance guarantee of the program of perforation established for said period of time, under the same conditions described herein above.

Article 15. The amounts of the guarantees shall be adjusted and shall be renewed quarterly as the Work Units and/or the perforation programs mentioned in the previous Article are carried out, deducting from the amount of the guarantees ONE HUNDRED PERCENT (100%) of the amounts corresponding to each Work Unit carried out or each well finished.

Article 16.  Within ONE HUNDRED and EIGHTY (180) days counting as of the effective date of the Exploration Permit, the Permit Holder shall carry out the measurement of the corresponding area and submit it to the Enforcing Authority.

Article 17. The Exploration Permit Holder shall deliver the technical information and documentation that arises, in accordance with the applicable rules that the Enforcing Authority issues.

Article 18. The Exploration Permit Holder shall be subject to the general legislation that governs income tax and shall not be subject to provisions that could tax discriminately or specifically an individual, legal status or activity of such person or the property dedicated to the exploration or to the tasks that were a consequence thereof; Section 56, subsections c) and d) of Law No. 17,319 are not applicable.

Article 19. The Exploration Permit Holder shall be bound to pay on a monthly basis to the Provincial State, as royalties on the proceeds of solid hydrocarbons, liquid hydrocarbons, gasoline, liquid gas and liquefied petroleum gas, extracted from the well head during the exploration period, a percentage of FIFTEEN PERCENT (15%). Likewise and in the event that the permit holder obtains the corresponding exploitation concession, they shall be bound to pay on a monthly basis to the Provincial State, as royalties on the proceeds of solid hydrocarbons, liquid hydrocarbons, gasoline, liquid gas and liquefied petroleum gas, extracted from the well head, a percentage equal to that of the exploration stage, which was agreed upon in Note No. 2025-E-2008, appearing on pages 984-986 of the referenced file.

Article 20. The Exploration Permit Holder shall be bound to ensure that a minimum of SEVENTY FIVE PERCENT (75%) of the personnel that works in the exploration stage and, if the case may be, in the exploitation stage, have resided for more than TWO (2) years in the Province of Mendoza.

Article 21. The Subsecretary of Hydrocarbons, Mining and Energy, of the Ministry of Infrastructure, Housing and Transport is hereby authorized to approve the clauses of the Exploration Permit related to technical issues and to agree on the arbitration proceeding established in Section 86 of Law No. 17,319.

Article 22. The Main Office of the Notary Public of the Province of Mendoza is hereby instructed, in accordance with what is stated in Section 19 Law 7526, to enter into the book of Notarial Record of the Provincial State, free of charge, the documents which contain the formal title of the right which is granted.

Article 23. This executive order shall be communicated, published, forwarded to the Official Register and archived.



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[At the bottom of all the pages of the document there appear many illegible signatures, an illegible seal, and a seal that reads: "IT IS A COPY", which is followed by an illegible signature and this expression: "Graciela Espinosa. Assistant Director for the Governor's Office."]

[At the bottom of the last page of the document, those illegible signatures mentioned in the above paragraph, are followed by the corresponding seal: "Francisco H. Perez. Minister. Ministry of Infrastructure, Housing and Transportation. Government of Mendoza", "Silvia Cristina Ruggieri. Minister of Human Development, Family and Community", "Guillermo Eduardo Migliozzi. Minister of Production, Technology and Innovation", "Juan Alberto Marchena. Minister of Government, Justice and Human Rights", "Aldo Sergio Saracco. Minister of Health", "Adrian Humberto Cerroni. Minister of Finance", "Carlos Ciurca. Minister of Safety. Government of Mendoza", "Luis Alejandro Cazaban. Minister of the Secretariat of the Governor's Office", "Celso Alejandro Jaque. Governor of the Province"]

THE FOREGOING IS A TRUE TRANSLATION INTO ENGLISH, MADE IN 5 PAGES, OF THE DOCUMENT IN SPANISH THAT I HAD BEFORE ME, ALL OF WHICH I ATTEST. BUENOS AIRES, MAY 7, 2008.

(The above paragraph is translated below for argentine administration purposes)

LA QUE ANTECEDE ES TRADUCCIÓN FIEL AL IDIOMA INGLÉS, REALIZADA EN 5 PÁGINAS, DEL DOCUMENTO EN IDIOMA ESPAÑOL QUE HE TENIDO ANTE MI Y AL CUAL ME REMITO. BUENOS AIRES, 7 DE MAYO DE 2008.



|                                     |  |                                                             
|------------------------------------ |  | ------------------------------------------------------------
|/s/ Maria Milagros Vaccalluzzo       |  | COLEGIO DE TRADUCTORES PUBLICOS
DE LA CIUDAD DE BUENOS AIRES
|MARIA MILAGROS VACCALLUZZO           |  | Corresponde a la Legalización                               
|Traductora Pública                   |  |                                                             
|Idioma Inglés                        |  | No16-9797/08                                                
|Mat. To. XVI Fo. 113 Capital Federal |  | /s/ Iair Tarnofsky                                          
|Inscrip. C.T.P.C.B.A. Nro. 5778      |  | IAIR TARNOFSKY                                              









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Exhibit 13.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of Oromin Explorations Ltd. (the Company) for the year ended February 29, 2008, as filed with the Securities and Exchange Commission on the date hereof, I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:

1. The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

|Date: September 16, 2008
|------------------------
|                        
|(signed):Chet Idziszek



|Chet IdziszekPresident and Chief Executive Officer
|--------------------------------------------------

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Exhibit 13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of Oromin Explorations Ltd. (the Company) for the year ended February 29, 2008, as filed with the Securities and Exchange Commission on the date hereof, I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:

1. The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

|Date: September 16, 2008
|------------------------
|                        
|(signed):Ian Brown    



|Ian BrownChief Financial Officer
|--------------------------------

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