**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      20-F** **/A**







**REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934.**











**RODINIA
      MINERALS, INC.**


(Exact
      name of registrant as specified in its charter)





**Province
      of British Columbia**


(Jurisdiction
      of incorporation or organization)





**595
      Howe Street Suite 600,Vancouver, British Columbia, V6C
      2T5** ****


(Address
      of principal executive offices)


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





Title
                of each Class
            
            Name
                of each exchange on which registeredCommon
            
            Toronto
                Stock Exchange - Venture





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)





Number
      of
      outstanding shares of each of the Corporation’s classes of capital or common
      stock as of the period covered by the Registration Statement. **As of December 31, 2004, there were** 5,541,995 **common shares issued and outstanding** . **As
      at May 31, 2005, there were 7,750,676 common shares issued and
      outstanding.**





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. **** **Not
      Applicable**





Indicate
      by check mark which financial statement item the registrant has elected to
      follow.




**Item
      17** **xx** **Item
      18 ______**








1





**TABLE
      OF CONTENTS**




Forward-looking Statements
              page 3Cautionary
                  Note to U.S. Investors Concerning Estimates of Measured and
                Indicated
                  Mineral Resources
              page 3Glossary of Mining Terms
              page 3Part I
              page 8Item 2. Offer Statistics and Expected
                Timetable
              page 8Item 3. Key Information
              page 9Item 4. Information on the
                Company
              page 18Item 5. Operating and Financial Review
                and
                Prospects
              page 31Item 6. Directors, Senior Management
                and
                Employees
              page 37Item 7. Major Shareholders and Related
                Party
                Transactions
              page 45Item 8. Financial
                Information
              page 46Item 9. The Offer and
                Listing
              page 46Item 10. Additional
                Information
              page 47Item 11. Quantitative and Qualitative
                Disclosures About Market Risk
              page 66Item 12. Description of Securities
                Other than
                Equity Securities
              page 66Part II
              page 67Part III
              page 67Item 17. Financial
                Statements
              page 67Item 18. Financial
                Statements
              page 67Item 19. Exhibits
              page
                81










2














**Forward-looking
      Statements**





The
      following discussion contains forward-looking statements within the meaning
      of
      the United States Private Securities Legislation Reform Act of 1995 concerning
      the Company's plans for its mineral properties which may affect the future
      operating results and financial position. Such statements are subject to risks
      and uncertainties that could cause our actual results and financial position
      to
      differ materially from those anticipated in the forward-looking statements.
      These factors include, but are not limited to, the factors set forth in the
      sections entitled "Risk Factors" in Item 3.D., and "Operating and Financial
      Review and Prospects" in Item 5. Statements concerning reserves and resources
      may also be deemed to constitute forward-looking statements to the extent that
      such statements reflect the conclusion that deposits may be economically
      exploitable. Any statements that express or involve discussions with respect
      to
      predictions, expectations, plans, projections, objectives, assumptions or future
      events or performance (often, but not always, using words or phrases such as
      "expects", "does not expect", "is expected", "anticipates", "does not
      anticipate", "plans", "estimates", or "intends", or stating that certain
      actions, events or results "may", "could", "would", or "will" be taken, occur
      or
      be achieved) are not statements of historical fact and may be "forward-looking
      statements".





**Cautionary
      Note to U.S. Investors Concerning Estimates of Measured and Indicated Mineral
      Resources**





We
      advise
      U.S. investors that although the terms "measured resources" and "indicated
      resources" are recognized and required by Canadian regulations, the U.S.
      Securities and Exchange Commission, referred to as the "SEC", does not recognize
      them. U.S. investors are cautioned not to assume that all or any part of our
      mineral resources in these categories will ever be converted into mineral
      reserves.











3













**Glossary
      of Mining Terms**





**Archean**
            
            Of
                or belonging to the earlier of the two divisions of Precambrian time,
                from
                approximately 3.8 to 2.5 billion years ago, marked by an atmosphere
                with
                little free oxygen, the formation of the first rocks and oceans,
                and the
                development of unicellular life. Of or relating to the oldest known
                rocks,
                those of the Precambrian Eon, that are predominantly igneous in
                composition.**Assaying**
            
            Laboratory
                examination that determines the content or proportion of a specific
                metal
                (ie: gold) contained within a sample.  Technique usually involves
                firing/smelting.**Conglomerate**
            
            A
                coarse-grained clastic sedimentary rock, composed of rounded to subangular
                fragments larger than 2 mm in diameter (granules, pebbles, cobbles,
                boulders) set in a fine-grained matrix of sand or silt, and commonly
                cemented by calcium carbonate, iron oxide, silica, or hardened clay;
                the
                consolidated equivalent of gravel. The rock or mineral fragments
                may be of
                varied composition and range widely in size, and are usually rounded
                and
                smoothed from transportation by water or from wave action.**Cratons**
            
            Parts
                of the Earth's crust that have attained stability, and have been
                little
                deformed for a prolonged period.**Development
                Stage**
            
            A
                “development stage” project is one which is undergoing preparation of an
                established commercially mineable deposit for its extraction but
                which is
                not yet in production. This stage occurs after completion of a feasibility
                study.**Dolomite
                Beds**
            
            Dolomite
                beds are associated and interbedded with limestone, commonly representing
                postdepositional replacement of limestone.**Doré**
            
            unrefined
                gold bullion bars containing various impurities such as silver, copper
                and
                mercury, which will be further refined to near pure gold.**Dyke
                or Dike**
            
            A
                tabular igneous intrusion that cuts across the bedding or foliation
                of the
                country rock.**Exploration
                Stage**
            
            An
                “exploration stage” prospect is one which is not in either the development
                or production stage.**Fault**
            
            A
                break in the continuity of a body of rock. It is accompanied by a
                movement
                on one side of the break or the other so that what were once parts
                of one
                continuous rock stratum or vein are now separated. The amount of
                displacement of the parts may range from a few inches to thousands
                of
                feet.








4






**Feldspathic**
            
            Said
                of a rock or other mineral aggregate containing feldspar.**Fold**
            
            a
                curve or bend of a planar structure such as rock strata, bedding
                planes,
                foliation, or cleavage**Foliation**
            
            A
                general term for a planar arrangement of textural or structural features
                in any type of rock; esp., the planar structure that results from
                flattening of the constituent grains of a metamorphic rock.**Formation**
            
            a
                distinct layer of sedimentary rock of similar composition.**Gabbro**
            
            A
                group of dark-colored, basic intrusive igneous rocks composed principally
                of basic plagioclase (commonly labradorite or bytownite) and clinopyroxene
                (augite), with or without olivine and orthopyroxene; also, any member
                of
                that group. It is the approximate intrusive equivalent of basalt.
                Apatite
                and magnetite or ilmenite are common accessory minerals.**Geochemistry**
            
            the
                study of the distribution and amounts of the chemical elements in
                minerals, ores, rocks, solids, water, and the atmosphere.**Geophysicist**
            
            one
                who studies the earth; in particular the physics of the solid earth,
                the
                atmosphere and the earth’s magnetosphere.**Geotechnical**
            
            the
                study of ground stability.**Gneiss**
            
            A
                foliated rock formed by regional metamorphism, in which bands or
                lens-shaped strata or bodies of rock of granular minerals alternate
                with
                bands or lens-shaped strata or bodies or rock in which minerals having
                flaky or elongate prismatic habits predominate.**Granitic**
            
            Pertaining
                to or composed of granite.**Heap
                Leach**
            
            a
                mineral processing method involving the crushing and stacking of
                an ore on
                an impermeable liner upon which solutions are sprayed that dissolve
                metals
                such as gold and copper; the solutions containing the metals are
                then
                collected and treated to recover the metals.**Intrusions**
            
            Masses
                of igneous rock that, while molten, were forced into or between other
                rocks.**Kimberlite**
            
            A
                blue/gray igneous rock that contains olivine, serpentine, calcite
                and
                silica and is the principal original environment of diamonds.**Lamproite**
            
            Dark-colored
                igneous rocks rich in potassium and magnesium.**Lithospere**
            
            The
                solid outer portion of the Earth.










5






**Mantle**
            
            The
                zone of the Earth below the crust and above the core.**Mapped
                or Geological**
            
            the
                recording of geologic information such as the distribution and nature
                of
                rock**Mapping**
            
            units
                and the occurrence of structural features, mineral deposits, and
                fossil
                localities.**Metavolcanic**
            
            Said
                of partly metamorphosed volcanic rock.**Migmatite**
            
            A
                composite rock composed of igneous or igneous-appearing and/or metamorphic
                materials that are generally distinguishable megascopically.**Mineral**
            
            a
                naturally formed chemical element or compound having a definite chemical
                composition and, usually, a characteristic crystal form.**Mineralization**
            
            a
                natural occurrence in rocks or soil of one or more metal yielding
                minerals.**Mineralized
                Material**
            
            The
                term “mineralized material” refers to material that is not included in the
                reserve as it does not meet all of the criteria for adequate demonstration
                for economic or legal extraction.**Mining**
            
            Mining
                is the process of extraction and beneficiation of mineral reserves
                to
                produce a marketable metal or mineral product. Exploration continues
                during the mining process and, in many cases, mineral reserves are
                expanded during the life of the mine operations as the exploration
                potential of the deposit is realized.**Outcrop**
            
            that
                part of a geologic formation or structure that appears at the surface
                of
                the earth.**Pipes**
            
            Vertical
                conduits.**Plagioclase**
            
            Any
                of a group of feldspars containing a mixture of sodium and calcium
                feldspars, distinguished by their extinction angles.**Probable
                Reserve**
            
            The
                term “probable reserve” refers to reserves for which quantity and grade
                and/or quality are computed from information similar to that used
                for
                proven (measured) reserves, but the sites for inspection, sampling,
                and measurement are farther apart or are otherwise less adequately
                spaced.
                The degree of assurance, although lower than that for proven reserves,
                is
                high enough to assume continuity between points of
                observation.**Production
                Stage**
            
            A
                “production stage” project is actively engaged in the process of
                extraction and beneficiation of mineral reserves to produce a marketable
                metal or mineral product.








6






**Proterozoic**
            
            Of
                or relating to the later of the two divisions of Precambrian time,
                from
                approximately 2.5 billion to 570 million years ago, marked by the
                buildup
                of oxygen and the appearance of the first multicellular eukaryotic
                life
                forms.**Reserve**
            
            The
                term “reserve” refers to that part of a mineral deposit which could be
                economically and legally extracted or produced at the time of the
                reserve
                determination. Reserves must be supported by a feasibility study
                done to
                bankable standards that demonstrates the economic extraction. (“Bankable
                standards” implies that the confidence attached to the costs and
                achievements developed in the study is sufficient for the project
                to be
                eligible for external debt financing.) A reserve includes adjustments
                to
                the in-situ tonnes and grade to include diluting materials and allowances
                for losses that might occur when the material is mined.**Sedimentary**
            
            Formed
                by the deposition of sediment.**Shear**
            
            a
                form of strain resulting from stresses that cause or tend to cause
                contiguous parts of a body of rock to slide relatively to each other
                in a
                direction parallel to their plane of contact.**Sill**
            
            A
                concordant sheet of igneous rock lying nearly horizontal. A sill
                may
                become a dike or vice versa.**Strike**
            
            the
                direction or trend that a structural surface, e.g. a bedding or fault
                plane, takes as it intersects the horizontal.**Strip**
            
            to
                remove overburden in order to expose ore.**Till**
            
            Generally
                unconsolidated matter, deposited directly by and underneath a glacier
                without subsequent reworking by meltwater, and consisting of a mixture
                of
                clay, silt, sand, gravel, and boulders ranging widely in size and
                shape.**Unconformably**
            
            Not
                succeeding the underlying rocks in immediate order of age or not
                fitting
                together with them as parts of a continuous whole.**Vein**
            
            a
                thin, sheet like crosscutting body of hydrothermal mineralization,
                principally quartz.**Wall
                Rock**
            
            the
                rock adjacent to a vein.














7





**PART
      I**





**Item
      1. Identity of Directors, Senior Management and Advisers**





**A.
      Directors and senior management.** ******





Walter
                  Brooks,
                Director
              63
                  years old
              3502-750
                  Bay Street
                Toronto,
                  ON. M5G 1N6




Donald
                Morrison
              President
                and Director
            56
                years old
            4036
                W. 12thAvenue
              Vancouver,
                BC. V6R2P3Donald
                Mosher,
              Vice
                President Corporate Communications and Director
            49
                years old
            1785
                Ross Road
              North
                Vancouver, BC. V7J 1V8Ken
                Thorsen,
              Vice
                President Exploration, Director
            59
                years old
            1936
                Eureka Avenue
              Port
                Coquitlam, BC. V3C 5P5Jorge
                Avelino
              Secretary
            55
                years old
            1107
                Madore Avenue
              Coquitlam,
                BC. V3K 3C1




Robert
                  Pirooz
                Director
              
              Vancouver,
                B.C.
                Director
                  (appointed Director June 10, 2005 AGM)





**B.** ****** **Advisers.**





Not
      applicable




**C.
      Auditors.** ******





N.I.
      Cameron Inc.


Chartered
      Accountants


475
      Howe
      Street, Suite 303


Vancouver,
      British Columbia








**Item
      2. Offer Statistics and Expected Timetable**





Not
      applicable








8





**Item
      3. Key Information**


**A.**
            **Selected
                financial data.**





The
      selected financial data in the table below was
      compiled from our audited financial statements, which were prepared in
      accordance with
      accounting principles generally accepted in Canada (“Canadian GAAP”) and
      reconciled for material measurement differences to accounting principles
      generally accepted in the United States (“U.S. GAAP”).







2004
              
              2003
              
              2002
              
              2001
              
              2000**Interest
                  Revenue**Canadian
                  GAAP
              
              $
              1,035
              
              $
              12
              
              $
              14
              
              $
              79
              
              $
              329United
                  States GAAP
              
              $
              1,035
              
              $
              12
              
              $
              14
              
              $
              79
              
              $
              329**Total
                  Assets**Canadian
                  GAAP
              
              $
              456,618
              
              $
              652
              
              $
              2,315
              
              $
              985,898
              
              $
              1,676,842United
                  States GAPP
              
              $
              82,337
              
              $
              652
              
              $
              2,315
              
              $
              2,399
              
              $
              18,585**Net
                  (Loss)**Canadian
                  GAAP
              
              $
              (362,534
              )
              $
              (154,427
              )
              $
              (1,015,682
              )
              $
              (657,964
              )
              $
              (1,365,772
              )United
                  States GAAP
              
              $
              (736,815
              )
              $
              (154,427
              )
              $
              (32,183
              )
              $
              (47,886
              )
              $
              (3,199,179
              )**Shareholders'
                  Equity**Canadian
                  GAAP
              
              $
              181,863
              
              $
              (41,638
              )
              $
              (141,068
              )
              $
              874,614
              
              $
              1,443,828United
                  States GAAP
              
              $
              (192,418
              )
              $
              (41,638
              )
              $
              (141,068
              )
              $
              (108,885
              )
              $
              (214,429
              )**Share
                  Capital**Canadian
                  GAAP
              
              $
              13,179,357
              
              $
              12,793,357
              
              $
              12,613,357
              
              $
              12,613,357
              
              $
              12,408,982United
                  States GAPP
              
              $
              13,179,357
              
              $
              12,793,357
              
              $
              12,613,357
              
              $
              12,613,357
              
              $
              12,408,982**Net
                  (Loss) Per Share**Canadian
                  GAAP
              
              
              ($0.08
              )
              
              -$0.02
              
              
              ($0.08
              )
              
              ($0.06
              )
              
              ($0.13
              )United
                  States GAAP
              
              
              ($0.16
              )
              
              ($0.05
              )
              $
              0.00
              
              $
              0.00
              
              
              ($0.31
              )**Cash
                  Provided**Canadian
                  GAAP
              
              $
              (93,697
              )
              $
              (80,680
              )
              
              (93,067
              )
              
              (94,527
              )
              
              (105,504
              )United
                  States GAAP
              
              $
              (467,978
              )
              $
              (80,680
              )
              
              (26,585
              )
              
              (32,973
              )
              
              (195,616
              )**Investing
                  Activity**Canadian
                  GAAP
              
              $
              (374,281
              )
              
              -
              
              $
              (66,482
              )
              $
              (127,500
              )
              $
              (90,112
              )United
                  States GAAP
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Dividends
                  Declared Per Share**Canadian
                  GAAP
              
              
              NIL
              
              
              NIL
              
              
              NIL
              
              
              NIL
              
              
              NILUnited
                  States GAAP
              
              
              NIL
              
              
              NIL
              
              
              NIL
              
              
              NIL
              
              
              NIL








9




This
        data
        was derived from our audited financial statements, which were prepared in
        accordance with accounting principles generally accepted in Canada (“Canadian
        GAAP”) and reconciled for material measurement differences to accounting
        principles generally accepted in the United States (“U.S. GAAP”). Set forth in
        the following table are selected financial data with respect to the
        Corporation’s financial condition and results of operation for the years ended
        December 31, 2004, 2003, 2002, 2001 and 2000. The selected financial and
        operating information as at December 31, 2004 and 2003 and for each of the
        years
        in the three year period ended December 31, 2004 should be read in conjunction
        with the financial statements and notes thereto included elsewhere herein
        and in
        conjunction with Item 5: Operating and Financial Review and Prospects. The
        selected financial data as at and for these periods have been extracted from,
        and are qualified by reference to the financial statements included herein
        at
        Item 17.  The selected financial data for the years ended December 31,
        2002, 2001 and 2000 have been extracted from audited financial statements
        not
        included herein.





**Exchange
      Rates**




Unless
        otherwise indicated, all monetary references herein are denominated in Canadian
        Dollars. References to “CAD $” or “Dollars” are to Canadian Dollars and
        references to “US $” or “U.S. Dollars” are to United States Dollars.





The
      following table sets out the exchange rates, based on the noon buying rates
      in
      New York City for cable transfers in foreign currencies as certified for customs
      purposes by the Federal Reserve Bank of New York, for the conversion of United
      States dollars into Canadian dollars in effect at the end of the following
      periods, and the range of high and low exchange rates for such
      periods.





Year
                  Ended December 31,Year
              2004
              2003
              2002
              2001
              2000Average
                  for Period
              1.2034
              1.2923
              1.5800
              1.5925
              1.4995





Month
                  EndedMonth
              
              May
              April
              March
              February
              January
              DecemberYear
              
              2005
              2005
              2005
              2005
              2005
              2004Stock
                Price
              High
                  for Period
              1.2703
              1.2568
              1.2463
              1.2562
              1.2422
              1.2401Stock
                Price
              Low
                  for Period
              1.2373
              1.2146
              1.2027
              1.2294
              1.1982
              1.1856





Rate
      of
      Currency Exchange





As
      of May
      31, 2005, the noon rate of exchange, as reported by the Federal Reserve Bank
      of
      New York for the conversion of United States dollars into Canadian dollars
      was CAD
      $1.2512 (US
      $1.00
      = CAD $1.2512).








**B.
      Capitalization and indebtedness.**




10





**LOANS
      PAYABLE**




**2004**
                ****
                ****
                **2003**Unsecured
                  bridge loan payable, due on
                  demand
                
                **$**
                **-**
                
                $
                -Unsecured
                  loans payable, non-interest bearing,no
                  specified terms of repayment
                
                
                135,535
                
                $
                675135,535
                
                $
                675


The
        loans
        (CAD $151,800 - accepted by the TSX on October 19, 2004) are for a one year
        term, unsecured and non-interest bearing. The lenders have the right to convert
        their loans into units at a deemed value of CAD $0.30 per unit on the earlier
        of
        March 17, 2005 or the Company graduating to Tier-2 of the TSX Venture Exchange.
        Each unit consists of one common share of the Company and one non-transferable
        share purchase warrant entitling the holder to purchase an additional share
        of
        the Company at an exercise price of CAD $0.30 per share for a period of one
        year
        from the date of the loan. A finder’s fee of 46,750 shares valued at CAD $14,025
        is payable with respect to this transaction.
 
 As
        of
        December 31, 2004, CAD $16,265 of the loan was classified as contributed
        surplus
        to recognize the value of the conversion feature of the loans.
 
 **AMENDMENT** to Form-
        20F: The inclusion of the table below is an amendment to the Company's Form
        20-F, which details capitalization and indebtedness for the nine months ending
        September 30, for the fiscal year 2005.
 
 **LOANS
        PAYABLE**
  **2005**
                
                
                **2004**Unsecured
                  loans payable, non-interest
                  bearing,****
                
                **$**
                **-**
                
                $
                -no
                  specified terms of repayment
                
                
                nil
                
                
                135,535$
                nil
                
                
                135,535
  
 **Financings**
 
 In
        2005,
        Rodinia initiated the following private placements, raising approximately
        CAD
        $4,932,500. The last of the three private placements was closed on January
        10,
        2006.
 
 We
        plan ** to
        use
        the proceeds of the financing for general exploration expenditures on the
        Company’s Workman Creek property in Gila County, Arizona and working
        capital.
 
 As
        at
        January 10, 2006, the Company was sufficiently funded to fulfill the terms
        of
        its option agreement with Cooper Minerals and complete its acquisition of
        100%
        of the Workman Creek property in Gila County, Arizona. (for details pertaining
        to Rodinia’s option agreement with Cooper Minerals see “Terms of Rodinia’s
        Option Agreement with Cooper Minerals **”** below **)**
  **1.
        Private Placement of 2,000,000 Units** **March
        9, 2005**
 
 On March 9,
        2005 ,
        Rodinia
        announced that the Company completed a private placement.  The Company
        received gross proceeds of CAD $1,300,000 on the private placement of 2,000,000
        units at a price of CAD $0.65 per unit through Haywood Securities Inc., the
        Agent.
 
 Each
        unit
        (a “Unit”) consists of one common share of the Company and one-half transferable
        common share purchase warrant, each full warrant entitling the purchase of
        one
        common share of the Company at a price of CAD $0.80 per share in the first
        year
        and CAD $0.90 per share in the second year.
 
 The
        Company paid a 7.5% fee by issuing 150,000 shares and non-transferable warrants
        to purchase up to 75,000 shares on the same terms as for the warrants included
        in the Units, and granted a non-transferable option to purchase up to 200,000
        Units at a price of CAD $0.65 per Unit. The Company also paid a corporate
        finance fee of 30,000 Units.
   11
 
 Funds
        from the placement will be used to accelerate the exploration program on
        the
        Workman Creek Uranium Property, commence exploration on other recently staked
        properties in Gila County, Arizona, and for general working capital
        purposes.
 
 In
        accordance with applicable Canadian securities laws, all securities issued
        in
        connection with the private placement were subject to a hold period that
        expired
        July 3, 2005.
 
 At
        the
        close of the above private placement, the Company also announced that, although
        the transaction (option agreement with Cooper Minerals) cannot close until
        the
        Company graduates to Tier 1 on the TSX Venture Exchange, the TSX Venture
        Exchange accepted for filing the previously announced transaction with Cooper
        Minerals Inc. in respect of the Workman Creek Uranium Project (see “Acquisition
        of Workman Creek Project” below).
  **2.
        Private Placement of 4,108,785 Units October 31, 2005** ****
 
 On
        October 31, 2005, Rodinia announced that it completed a previously announced
        private placement.  The Company received gross proceeds of CAD
        $3,040,500 on the private placement of 4,108,785 units at a price of CAD
        $0.74
        per unit, through Haywood Securities Inc. as Agent. Each unit (a “Unit”)
        consists of one share and one transferable warrant (a “Warrant”).
 
 Each
        Warrant entitles the purchase of one share at a price of CAD $1.10 for a
        period
        of twelve (12) months subject to the Company’s right to accelerate the expiry
        date of the warrants if, at any time after December 27, 2005, its shares
        close above CAD $1.50 per share for 30 consecutive trading days (the
“acceleration right”).
 
 The
        Company paid a 6% commission by issuing 246,527 shares and non-transferable
        warrants to purchase up to an additional 246,527 shares at a price of CAD
        $1.10
        for a period of twelve (12) months, subject to the acceleration right, and
        granted a non-transferable option to purchase up to 308,159 Units at a price
        of
        CAD $0.74 per Unit, each Unit consisting of one share and one non-transferable
        warrant entitling the purchase of one additional share on the same terms
        as for
        the Warrants included in the Units.  The Company also paid a corporate
        finance fee of 25,000 Units.
 
 Proceeds
        of the financing will be used for general exploration expenditures on the
        Company’s Workman Creek Uranium Property in Gila County, Arizona and working
        capital.
 
 In
        accordance with applicable Canadian securities laws, all securities issued
        in
        connection with the private placement are subject to a hold period expiring
        March 1, 2006.
 
 **3.
        Private Placement of 800,000 Units December 01, 2005**
 
 On
        December 01, 2005, the Company announced that it arranged a private placement
        consisting of 800,000 units at CAD $0.74 per unit. On January 10, 2006, the
        Company announced that it completed its previously announced private placement.
        The Company received gross proceeds of CAD $592,000 on the private placement
        of
        800,000 units (the “Units”) at a price of CAD $0.74 per unit. Each Unit consists
        of one common share and one whole transferable share purchase warrant entitling
        the holder to purchase one additional common share of the Company at a price
        of
        CAD $1.10 on or before January 3, 2007, subject to the Company’s right to
        accelerate the expiry date of the warrants if at any time after March 4,
        2006
        its shares close above CAD $1.50 per share for 30 consecutive trading days.
 
 12
 Proceeds
        of the financing will be used for general exploration expenditures on the
        Company’s Workman Creek Uranium Property in Gila County, Arizona and for general
        working capital.
 
 In
        accordance with the policies of the TSX Venture Exchange a commission applied
        to
        this transaction. The Company paid a commission of 70,135 Units.
 
 All
        of
        the Company’s completed private placements took place in Canada and were subject
        to regulatory acceptance by the TSX Venture Exchange.
 
 **C.
        Reasons for the offer and use of proceeds.**
 
 Not
        Applicable
 
 **D.
        Risk factors.**
 
 **Overview:
        General Considerations**
 
 Rodinia
        Minerals, Inc. is engaged in exploration activity for uranium. The exploration
        and development of mineral deposits involves significant financial and other
        risks over an extended period of time, which the combination of careful
        evaluation, experience and knowledge may not eliminate. While discovery of
        a
        uranium deposit may result in substantial rewards, few properties which are
        explored are ultimately developed into producing mines. Major expenses are
        required to establish reserves by drilling and to construct mining and
        processing facilities at a site. The Company's exploration properties are
        all at
        the exploration stage and do not contain any reserves at this time. It is
        impossible to ensure that the current or proposed exploration programs on
        properties in which the Company has an interest will result in the delineation
        of mineral deposits or in profitable commercial mining operations.
 
 The
        operations of the Company are subject to the hazards and risks normally incident
        to exploration, development and production of uranium, any of which could
        result
        in damage to life or property, environmental damage and possible legal liability
        for such damage. While the Company may obtain insurance against certain risks,
        the nature of these risks is such that liabilities could exceed policy limits
        or
        could be excluded from coverage. There are also risks against which the Company
        cannot insure or against which it may elect not to insure. The potential
        costs
        which could be associated with any liabilities not covered by insurance,
        or in
        excess of insurance coverage, or compliance with applicable laws and regulations
        may cause substantial delays and require significant capital outlays, adversely
        affecting the future earnings and competitive position of the Company and,
        potentially, its financial viability.
 
 Minerals
        exploration and development is an inherently risky enterprise. The
        success of Rodinia is critically dependent upon finding mineralized
        material. Although
        the exploration work at Workman Creek conducted by Wyoming Mineral Corporation
        is encouraging, it is possible that the Company’s own exploration program will
        fail to locate sufficient resources to warrant further exploration.
 
 If
        we
        don't find mineralized material or we cannot remove mineralized material,
        either
        because we do not have the money to do it or because it is not economically
        feasible to do it, we will cease operations and you will lose your
        investment.  Mineralized material or deposit is a mineralized body which
        has been delineated by appropriate drilling and/or underground sampling to
        support a sufficient tonnage and average grade of metal(s).  Under SEC
        standards, such a deposit does not qualify as a reserve until a comprehensive
        evaluation, based upon unit cost, tonnage, grade, price, recoveries costs
        and
        other factors, concludes economic feasibility.
  
 13
  In
        addition, the economic viability of the project depends to a large extent
        on the
        continued strength of uranium prices. Uranium prices have historically been
        highly volatile and there can be no assurance that prices will be high enough
        to
        support the implementation of further development plans.
 
 Whether
        a
        uranium deposit will be commercially viable depends on a number of factors,
        some
        of which are: the particular attributes of the deposit, such as its size
        and
        grade; costs and efficiency of the recovery methods that can be employed;
        proximity to infrastructure; financing costs; and governmental regulations,
        including regulations relating to prices, taxes, royalties, infrastructure,
        land
        use, importing and exporting of gold and environmental protection. The effect
        of
        these factors cannot be accurately predicted, but the combination of these
        factors may result in the Company not receiving an adequate return on its
        invested capital.
 
 THE
        COMPANY HAS NEVER EARNED A PROFIT. THERE IS NO GUARANTEE THAT WE WILL EVER
        EARN
        A PROFIT.
 
 At
        December 31, 2004, the fiscal year end, the Company had accumulated CAD
        $13,271,386 in losses and had no revenue-producing operations. For the nine
        months ending September 30, 2005, the Company had accumulated $13,899,612
        in
        losses and had no revenue-producing operations. The Company is not currently
        operating profitably and it should be anticipated that it will operate at
        a loss
        at least until such time when the production stage is achieved, if production
        is, in fact, ever achieved.
 
 **AMENDMENT** to Form-
        20F: The inclusion of the paragraph below is an amendment to the Company's
        Form
        20-F which discusses the Company’s financial position following the completion
        of private placements in 2005 and in January of 2006.
 
 We
        have
        sufficient capital on hand to finance our operations (approximately CAD
        $5,000,000 - see “Recently Completed Financings” below), including our planned
        exploration program, for the coming eighteen months.
 
 Our
        limited capital resources raise substantial doubt over **** the **** long-term
        (beyond the next eighteen months) about our ability to continue as a going
        concern, in the event that we fail to raise additional capital to finance
        our
        ongoing operations, project acquisitions and exploration programs.
 
 **Additional
        Risks**
 
 WE
        MAY
        RAISE ADDITIONAL CAPITAL AND, THEREBY, FURTHER DILUTE THE TOTAL NUMBER OF
        SHARES
        ISSUED AND OUTSTANDING.
 
 In
        the
        event that we initiate additional exploration work beyond that which the
        Company
        has planned for the Workman
        Creek project (additional phases beyond Phase 1 and Phase 2) , we may
        need
        to raise additional capital by issuing additional shares of common stock,
        thereby increasing the number of common shares outstanding. There can be
        no
        assurance that this additional capital will be available to meet these
        continuing exploration and development costs or, if the capital is available,
        that it will be available on terms acceptable to the Company. The issuances
        of
        additional equity securities by the Company may result in a significant dilution
        in the equity interests of its current shareholders. If the Company is unable
        to
        obtain financing in the amounts and on terms deemed acceptable, the business
        and
        future success of the Company will almost certainly be adversely
        affected.
 
 To
        raise
        additional capital we may have to issue additional shares, which may
        substantially dilute the interests of existing shareholders. Alternatively,
        we
        may have to borrow large sums, and assume debt obligations that require us
        to
        make substantial interest and capital payments. If we are able to raise
        additional capital, we cannot assure that it will be on terms that enhance
        the
        value of our common shares.
   14
  After Rodinia
        graduates from its current listing on Tier 2 of the TSX Venture Exchange
        to a
        Tier 1 listing on the Exchange, the Company is required to make a further
        payment of 2.5 million shares and 1.5 million warrants. The strike price
        of the
        warrants will also be set when payment is made. The 2.5 million shares and
        the
        warrants will increase the Company’s outstanding capital by as much as 4 million
        shares in total, pending the date or dates of execution for the warrants,
        and
        whether all of the warrants are executed.
 
 OUR
        STOCK
        OPTION PLAN MAY FURTHER DILUTE THE TOTAL NUMBER OF SHARES ISSUED AND
        OUTSTANDING.
 
 A
        Stock
        Option Plan, which was approved by the Company’s shareholders at the Annual
        General Meeting on July 29, 2003, may have the material effect of diluting
        the
        interests of Stockholders. The Company has in place a stock option plan for
        the
        purpose of attracting and motivating directors, officers, employees and
        consultants of the Company and advancing the interests of the Company by
        affording such persons with the opportunity to acquire an equity interest
        in the
        Company through rights granted under the plan to purchase shares of the Company.
        The Company implemented a rolling stock option plan whereby a maximum of
        10% of
        the issued shares are reserved for issuance under the plan. The Plan authorizes
        the granting of options to purchase shares of the Company’s common stock at an
        option price equal to or greater than the closing price of the shares on
        the day
        preceding the award date. The options generally partially vest with the
        recipient at the time of granting, and have a maximum term of 5 years. As
        at
        December 31, 2004, all options were fully vested. At
        Rodinia’s annual general meeting in June, 2005, shareholders approved a new plan
        which provides for a fixed 20% of the Company’s issued and outstanding share
        capital to be set aside for incentive stock options. The new plan is subject
        to
        TSX acceptance. Our stock option plan could have the effect of diluting the
        number of shares issued, and stockholder interests, by as much as 10% of
        the
        total issued and outstanding shares when and if stock options are
        exercised.
 
 WE
        ARE
        SENSITIVE TO URANIUM PRICE FLUCTUATIONS. THE PRICE OF URANIUM IS VOLATILE
        AND
        PRICE CHANGES ARE BEYOND OUR CONTROL.
 
 Uranium
        prices are subject to fluctuation. The prices for uranium have been and will
        continue to be affected by numerous factors beyond the Company's control.
        Factors that affect the price of uranium include the demand for nuclear power,
        political and economic conditions in uranium producing and consuming countries,
        uranium supply from secondary sources and uranium production levels and costs
        of
        production. Price volatility and downward price pressure, which can lead
        to
        lower prices for uranium, could have a material adverse effect on the costs
        or
        the viability of our projects.
 
 THE
        IMPRECISION OF MINERAL DEPOSIT ESTIMATES MAY PROVE ANY RESOURCE CALCULATIONS
        THAT WE MAKE TO BE UNRELIABLE.
 
 Mineral
        deposit estimates and related databases are expressions of judgment based
        on
        knowledge, mining experience, and analysis of drilling results and industry
        practices. Valid estimates made at a given time may significantly change
        when
        new information becomes available. By their nature, mineral deposit estimates
        are imprecise and depend upon statistical inferences which may ultimately
        prove
        unreliable. Furthermore, none of the Company's mineral deposits are considered
        reserves, and there can be no assurances that any of such deposits will ever
        be
        reclassified as reserves. Mineral deposit estimates included here have not
        been
        adjusted in consideration of these risks and, therefore, no assurances can
        be
        given that any mineral deposit estimate will ultimately be reclassified as
        reserves.
    15
  MINERAL
        EXPLORATION AND PROSPECTING FOR URANIUM IS HIGHLY COMPETITIVE AND
        SPECULATIVE.
 
 The
        process of mineral exploration and prospecting for uranium is a highly
        competitive and speculative business. In seeking available opportunities,
        the
        Company will compete with a number of other companies, including established,
        multi-national companies that have more experience and resources than the
        Company. We compete with other exploration companies looking for uranium
        deposits. Because we may not have the financial and managerial resources to
        compete with other companies, we may not be successful in our efforts to
        acquire
        new projects. However, while we compete with other exploration companies,
        there
        is no competition for the exploration or removal of mineral from our
        claims.
 
 THERE
        IS
        A HIGHER RISK OUR BUSINESS WILL FAIL BECAUSE SOME MEMBERS OF OUR MANAGEMENT
        TEAM
        DO NOT HAVE FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF MINERAL
        EXPLORATION.
 
 Mr.
        Don
        Morrison, our President and a Director of the Company, does not have formal
        training as a geologist or in the technical aspects of management of a mineral
        exploration company. Some members of our management team lack technical training
        and experience with exploring for, starting, and operating a mine. With no
        direct training or experience in these areas, our management may not be fully
        aware of the specific requirements related to working within this industry.
        Our
        management's decisions and choices may not take into account standard
        engineering or managerial approaches mineral exploration companies commonly
        use.
        Consequently, our operations, earnings, and ultimate financial success could
        suffer irreparable harm due to management's lack of experience in this
        industry.
 
 WE
        HAVE A
        LIMITED OPERATING HISTORY.
 
 The
        Company has a limited history of operations. As a result of our brief operating
        history and limited activities in uranium exploration activities, our success
        to
        date in entering into ventures to acquire interests in exploration blocks
        may
        not be indicative that we will be successful in entering into any further
        ventures. There can be no assurance that we will be successful in growing
        our
        uranium exploration and development activities. Any future significant growth
        in
        our uranium exploration and development activities will place demands on
        our
        executive officers, and any increased scope of our operations will present
        challenges to us due to our current limited management resources. Our future
        performance will depend upon our management and their ability to locate and
        negotiate opportunities to participate in joint venture and other arrangements
        whereby we can participate in exploration opportunities. There can be no
        assurance that we will be successful in these efforts. Our inability to locate
        additional opportunities, to hire additional management and other personnel
        or
        to enhance our management systems could have a material adverse effect on
        our
        results of operations. There can be no assurance that the Company's operations
        will be profitable.
 
 
 WE
        ARE
        DEPENDENT ON KEY PERSONNEL.
 
 The
        Company's success will largely rely on the efforts and abilities of certain
        key
        employees. Certain of these individuals have significant experience in the
        uranium and radioactive waste recycle/disposal industry. The number of
        individuals with significant experience in this industry is small. While
        the
        Company does not foresee any reason why such key employees will not remain
        with
        the Company, if for any reason they do not, the Company could be adversely
        affected. The Company has not purchased key man life insurance for any of
        these
        individuals.
 
 COMPLIANCE
        WITH ENVIRONMENTAL CONSIDERATIONS AND PERMITTING COULD
        HAVE A MATERIAL ADVERSE EFFECT ON THE COSTS OR THE VIABILITY OF OUR PROJECTS.
        THE HISTORICAL TREND TOWARD STRICTER ENVIRONMENTAL REGULATION MAY CONTINUE,
        AND,
        AS SUCH, REPRESENTS A UNKNOWN FACTOR IN OUR PLANNING PROCESSES.
   16
  Uranium
        mining is regulated by the federal government, states and, where conducted
        in
        Indian Country, by Indian tribes. Compliance with such regulation has a material
        effect on the economics of our operations and the timing of project development.
        Our primary regulatory costs have been related to obtaining licenses and
        permits
        from federal and state agencies before the commencement of mining activities. An
        environmental impact study that must be obtained on each property in order
        to
        obtain governmental approval to mine on the properties is also a part of
        the
        overall operating costs of a mining company.
 
 Although
        the Company believes that its operations are in compliance, in all material
        respects, with all relevant permits, licenses and regulations involving worker
        health and safety as well as the environment, the historical trend toward
        stricter environmental regulation may continue. The uranium industry is subject
        not only to the worker health and safety and environmental risks associated
        with
        all mining businesses, but also to additional risks uniquely associated with
        uranium mining and milling. The possibility of more stringent regulations
        exists
        in the areas of worker health and safety, the disposition of wastes, the
        decommissioning and reclamation of mining and milling sites, and other
        environmental matters, each of which could have a material adverse effect
        on the
        costs or the viability of a particular project.
 
 MINING
        AND EXPLORATION ACTIVITIES ARE SUBJECT TO EXTENSIVE REGULATION BY STATE AND
        FEDERAL GOVERNMENTS. FUTURE CHANGES IN GOVERNMENTS, REGULATIONS AND POLICIES,
        COULD MATERIALLY ADVERSELY AFFECT THE COMPANY'S RESULTS OF OPERATIONS IN
        A
        PARTICULAR PERIOD OR ITS LONG-TERM BUSINESS PROSPECTS.
 
 Mining
        and exploration activities, particularly uranium mining and milling in the
        United States, are subject to extensive regulation by state and federal
        governments. Such regulation relates to production, development, exploration,
        exports, taxes and royalties, labor standards, occupational health, waste
        disposal, protection and remediation of the environment, mine and mill
        reclamation, mine and mill safety, toxic substances and other matters.
        Compliance with such laws and regulations has increased the costs of exploring,
        drilling, developing, constructing, operating mines and other facilities.
        Furthermore, future changes in governments, regulations and policies, could
        materially adversely affect the Company's results of operations in a particular
        period or its long-term business prospects.
 
 Worldwide
        demand for uranium is directly tied to the demand for energy produced by
        the
        nuclear electric industry, which is also subject to extensive government
        regulation and policies. The development of mines and related facilities
        is
        contingent upon governmental approvals which are complex and time consuming
        to
        obtain and which, depending upon the location of the project, involve various
        governmental agencies. The duration and success of such approvals are subject
        to
        many variables outside the Company's control. In addition, the international
        marketing of uranium is subject to governmental policies and certain trade
        restrictions, such as those imposed by the suspension agreements entered
        into by
        the United States with certain republics of the former CIS and the agreement
        between the United States and Russia related to the supply of Russian Highly
        Enriched Uranium ("HEU") into the United States.
 
 WE
        FACE APOSSIBILITYOF
        CURRENCY/EXCHANGE RATE RISK.
 
 The
        Company anticipates most of the revenue to be earned in U.S. dollars; however,
        some costs are expected to be incurred and paid in Canadian dollars.
 Exchange rate fluctuations could have an adverse effect on the Company’s
        financial position.
 
 OUR
          SHARES QUALIFY AS PENNY STOCKS AND, AS SUCH, ARE SUBJECT TO THE RISKS ASSOCIATED
          WITH “PENNY STOCKS”.
   17
 
 The
        Company’s common shares may be deemed to be “penny stock” as that term is
        defined in *Regulation* Section
“240.3a51-1” of the Securities and Exchange Commission (the “ *SEC* ”).
         Penny stocks are stocks: (a) with a price of less than U.S. $5.00 per
        share; (b) that are not traded on a “recognized” national exchange; (c) whose
        prices are not quoted on the NASDAQ automated quotation system (NASDAQ -
        where
        listed stocks must still meet requirement (a) above); or (d) in issuers with
        net
        tangible assets of less than U.S. $2,000,000 (if the issuer has been in
        continuous operation for at least three years) or U.S. $5,000,000 (if in
        continuous operation for less than three years), or with average revenues
        of
        less than U.S. $6,000,000 for the last three years.
 
 Section
        “15(g)” of the United States *Securities
        Exchange Act of 1934* ,
        as
        amended, and *Regulation* Section
“240.15g(c)2” of the SEC require broker dealers dealing in penny stocks to
        provide potential investors with a document disclosing the risks of penny
        stocks
        and to obtain a manually signed and dated written receipt of the document
        before
        effecting any transaction in a penny stock for the investor’s account.
 Potential investors in the Company’s common shares are urged to obtain and
        read such disclosure carefully before purchasing any common shares that are
        deemed to be “penny stock”.
 
 Moreover, *Regulation* Section
“240.15g-9” of the SEC requires broker dealers in penny stocks to approve the
        account of any investor for transactions in such stocks before selling any
        penny
        stock to that investor.  This procedure requires the broker dealer to: (a)
        obtain from the investor information concerning his or her financial situation,
        investment experience and investment objectives; (b) reasonably determine,
        based
        on that information, that transactions in penny stocks are suitable for the
        investor and that the investor has sufficient knowledge and experience as
        to be
        reasonably capable of evaluating the risks of penny stock transactions; (c)
        provide the investor with a written statement setting forth the basis on
        which
        the broker dealer made the determination in (ii) above; and (d) receive a
        signed
        and dated copy of such statement from the investor confirming that it accurately
        reflects the investor’s financial situation, investment experience and
        investment objectives.  Compliance with these requirements may make it more
        difficult for investors in the Company’s common shares to resell their common
        shares to third parties or to otherwise dispose of them.
 
 **Item
        4. Information on the Company**
 
 **Incorporation**
 
 Rodinia
          Minerals, Inc. (the “ *Company* ”)
          was
          incorporated on April 14, 1986, under the laws of the Province of British
          Columbia under the name “ *Western
          Premium Resource Corp.* ”
 
 On
          June
          13, 1997, the Company changed its name to “ *Zodiac
          Exploration Corp.* ”
 
 On
          December 17, 1998, the Company changed its name to “ *Donnybrook
          Resources, Inc.* ”
 
 On
          August
          12, 2003, the Company consolidated its shares on a 5 old shares to 1 new
          share
          basis.
 
 The
        Company’s wholly-owned subsidiary Donnybrook Platinum Resources Inc. was
        incorporated in the State of Wyoming, U.S.A. on December 15, 1999.
 
 **Corporate
        Information**
 
 The
          Company’s business address and executive offices are located at Suite 600 - 580
          Hornby Street Vancouver, BC V6C 3B6.
   18
 The
          Company’s telephone number is 604 518-8294 and the Company’s fax number is 604
          688-9611.
 
 The
          Company’s registered office for service in Canada is located at Suite 600 - 580
          Hornby Street Vancouver, BC V6C 3B6.
 
 **B.
        Business Overview** ******
 
 Rodinia
        Minerals Inc. (“Rodinia”, the “Company”) is a Canadian junior exploration
        company incorporated in British Columbia. The Company is currently listed
        on
        Tier 2 of the TSX Venture Exchange (TSX-V) under the symbol “RM”. Rodinia
        focuses on the exploration and development of uranium properties. Rodinia’s
        primary exploration target, the Workman Creek Project in Gila County, Arizona,
        was acquired on December 31, 2004.
 
 Rodinia
        is sufficiently funded to complete its planned exploration program at Workman
        Creek over the coming eighteen months (Phase 1, now complete; and, Phase
        2,
        currently underway). The Company had CAD $310,650 in cash on its balance
        sheet
        as of September 30, 2004. This cash position was augmented by the completion
        of
        a CAD $1.3 million private placement that we announced on March 9, 2005.
        On
        October 31, 2005, we completed a separate and subsequent private placement,
        receiving gross proceeds of CAD $3,040,500 on the private placement of 4,108,785
        units at a price of CAD $0.74 per unit. On January 10, 2006, the Company
        completed a financing for gross proceeds of CAD $592,000 on the private
        placement of 800,000 units (the “Units”) at a price of CAD $0.74 per unit. With
        approximately CAD $5,000,000 on hand (as at January, 16, 2005), management
        is
        confident that the Company has sufficient capital (cash on hand) to finance
        the
        exploration program that it has commenced at Workman Creek.
 
 **Past
        Projects and Operations**
  By
        agreement dated December 15, 1999 and subsequently amended, the Company acquired
        a 100% interest in the North Rock Property that consisted of 6 mineral claims
        located in the Kenora Mining District, Province of Ontario and 14 mineral
        claims
        located in the State of Wyoming, United States of America.
 
 **Disposition
        of North Rock Property and Wyoming Property**
 
 On
        May
        14, 2002, the Company entered into an agreement to sell the three properties
        in
        Wyoming, USA and will retain a 1% N.S.R. The Company received CAD $65,091
        (US$42,487) to close this transaction. In December 2002, the Company decided
        to
        write-off the remaining deferred acquisition and exploration costs related
        to
        the North Rock Property. During that year, the results received on the property
        were not viable enough to warrant further expenses. The Company allowed the
        lease on the property to expire, which automatically terminated the
        agreement.
  
 19
 The
        following table details the acquisition and exploration costs for the Company‘s
        North Rock, Ontario, and Wyoming properties, which it sold and/or wrote off
        in
        the 2002 fiscal year.
 
 **Exploration
                  expenditures**
              
              
              **2002**North
                  Rock PropertyAcquisition
                  costs
              
              
              875,000.00Geological
              
              
              23,390.00Field
                  work
              
              
              4,770.00Travel
                  & others
              
              
              1,848.00Staking
              
              
              18,400.00Recovery
                  of costs
              
              
              (6,391.00
              )Write
                  down of resource property
              
              
              (917,017.00
              )Wyoming
                  PropertyAcquisition
                  costs
              
              
              625,000.00Claims
                  registration and staking
              
              
              60,660.00Geological
              
              
              24,374.00Travel
              
              
              4,620.00Equipment
                  rental & surveying
              
              
              2,550.00Miscellaneous
              
              
              5,277.00Supplies
              
              
              1,368.00Recovery
                  of acquisition costs
              
              
              (190,091.00
              )Write
                  down of resource property
              
              
              (533,758.00
              )
 
 **Overview
        of Current Operations:**  **Workman
        Creek Project**
 
 On
        November 5, 2004, the Company entered into an option agreement to acquire
        a
        mineral property in Arizona. The Letter of Intent with Cooper Minerals, Inc.
        (“Cooper”) outlined a formal option agreement to provide for the acquisition by
        Rodinia, through its wholly owned subsidiary, Donnybrook Platinum Resources
        Inc,
        a Wyoming corporation (“DPRI), of a 100% interest in the Workman Creek Property
        subject to a 3% Net Smelter Return royalty.
 
 The
        Workman Creek Property consists of 33 un-patented lode claims that cover
        the two
        contiguous claim areas known as Workman North (17 claims) and Workman South
        (16
        claims), which comprise the area that the Company generally refers to as
        the
“Workman Creek property” or the “Workman Creek project”.
   
  
 The
        Workman Creek Project is part of the larger Dripping Spring uranium deposit,
        which was discovered in 1950 and was heavily worked until the early 1980s,
        when
        collapsing uranium prices made production in the area economically unfeasible.
        From a geological perspective, the Workman North and Workman South deposits
        appear to be parts of the same deposit, which was eroded down the
        center.
   20
 
 As
        part
        of the Option Agreement, Rodinia also acquires a database compiled by
        Westinghouse Electric Corporation (“Westinghouse”) on the Dripping Springs
        geological uranium bearing unit (an area that hosts a geological formation
        that
        is recognized as potentially uranium bearing), in Gila County, Arizona. The
        database, which was compiled from Wyoming Mineral’s work at Workman Creek in the
        late 1970’s, included information from 432 holes that Wyoming minerals had
        drilled, geological mapping, geochemistry, metallurgical testing, a mining
        plan,
        and a feasibility report completed by Dravos Engineers and Contractors
        (“Dravos”) that was commissioned by Cooper for a total estimated cost of US $10
        million at that time. (See “Exploration History at Workman
        Creek” below for greater detail)
 
 **Terms
        of Rodinia’s Option Agreement with Cooper Minerals**
  On
        November 5, 2004, Rodinia entered into an Option Agreement with Cooper Minerals
        Inc. (“Cooper”), a Nevada based company, to acquire a 100% right, title and
        interest in, subject to a 3% Net Smelter Return royalty, 33 unpatented mining
        claims in the Workman Creek property located in Gila County, Arizona, held
        by
        Cooper Minerals Inc. (see Exhibit 6 for an example of Rodinia’s Option Agreement
        with Cooper Minerals Inc.)
 
 To
        successfully meet the terms of the option agreement with Cooper, Rodinia
        must
        satisfy the following requirements:
 
 (1)
              the
                  Company graduates from its current Tier 2 listing to a Tier 1 listing
                  on
                  the TSX Venture Exchange
 
 (2)
              the
                  Companypays
                  US $135,000 upfront(completed)
 
 (3)
              the
                  Company expends US $2,000,000 on exploration over 4 years(C
                  $2,406,000 at the time the option was agreed upon by both
                  parties);
                  the Company issues 2.5 million of its shares and issues 1.5 million
                  non-transferable share purchase warrants entitling the purchase
                  of up to
                  1.5 million of its shares for five years.(The strike price of the warrants will be set when Rodinia graduates
                  to a
                  Tier 1 listing. Note:Although the Company was required to pay C $135,000 up front, further
                  payment of 2.5 million shares and 1.5 million warrants is not required
                  until Rodinia graduates from its current listing on the Tier 2
                  of the TSX
                  Venture Exchange to the Tier 1 of the TSX Venture Exchange, at
                  which time
                  the strike price of the warrants will be set.)
 
 (4)
              Completion
                  of the acquisition of the claims from Cooper cannot occur until
                  the shares
                  and warrants, as outlined in requirement #4 above, are issued.
                  When
                  issued, the warrants will be exercisable at a price equal to the
                  greater
                  of (1) $0.01 in excess of the closing price of the Company’s shares on the
                  TSX Venture Exchange on the day prior to the announcement of the
                  acquisition of the claims from Cooper and (2) the price of any
                  financing
                  completed by the Company concurrent with the completion of the
                  acquisition
                  of the claims from Cooper.
 
 A
        Finder’s Fee of 227,000 shares was paid, which was within the maximum amount
        permitted under the policies of the TSX Venture Exchange.
  **Overview:
        TSX-V** **Listing
        Requirements for a** **Mining
        Issuer - Tier 2 & Tier 1**
 
 The
        TSX
        Venture Exchange offers companies a listing system that is consists of Tier
        2
        and Tier 1 listed categories. Each tier has specific minimum listing
        requirements based on a company’s performance, resources and stage of
        development. Each tier establishes financial, operations and management criteria
        (corporate governance structures) for companies that operating within different
        industry sectors.
  
 21
 Tier
        2 is for
        early-stage companies. This segment of the venture market includes companies
        from all industry sectors. Most TSX Venture Exchange listed companies are
        Tier 2
        companies.
  A
        mining
        Issuer seeking a listing in Tier 2 must satisfy all of the criteria below
        (criterion that Rodinia has satisfied):
   (a)
                hold a Significant Interest in a Qualifying
                  Property or,
                  at the discretion of the Exchange, hold rights to earn a Significant
                  Interest in the Qualifying Property. An Issuer holding less than
                  a
                  Significant Interest in a Qualifying Property, may, on an exception
                  basis,
                  be considered to satisfy this criterion, taking into account factors
                  such
                  as the program size, quality and stage of property advancement,
                  market
                  support and joint venture partners;
 
 (b)
                a minimum of $100,000 in exploration and development
                  costs have been spent on the Qualifying Property by the applicant
                  Issuer
                  in the last 3 years or sufficient expenditures incurred, such that
                  the
                  Qualifying Property is a Tier 1
                  Property;
 
 (d)
                adequate Working Capital which includes adequate
                  funds:
  (i)
                to conduct the recommended work
                  program;(ii)
                to
                    satisfy general and administrative expenses for
                    at least 12 months;(iii)
                to maintain the Qualifying Property
                  and all
                  Principal Properties in good standing for at least 12 months;
                  and(iv)
                at least $100,000 in unallocated
                  funds.
 
  The
        following tables summarize the Tier 2 Minimum Listing Requirements:
 
 **Tier
                  2 Minimum Listing Requirements Mining Issuers**
                
                **(as
                  at September 28, 2005)****Minimum
                  Listing Requirements**
              **Mining
                  Issuers****Net
                  Tangible Assets**
              No
                  requirement**Property
                  or Reserves**
              Significant
                  Interest in a Qualifying Property or at the discretion of the Exchange,
                  hold rights to earn a Significant Interest in the Qualifying Property**Prior
                  Expenditures**
              $100,000
                  on the Qualifying Property in last 3 years by applicant issuer
                  or
                  sufficient expenditures incurred such that the property is a Tier
                  1
                  Property**Recommended
                  Work Program**
              $200,000
                  on the Qualifying Property as recommended by Geological Report**Working
                  Capital and Financial Resources**
              Adequate
                  Working Capital and Financial Resources including: Work program
                  + 12 mos.
                  G&A(1)+
                  12 mos. property payments to keep Qualifying Property and “Principal
                  Properties” in good standing +$100,000 unallocated**Earnings
                  or Revenue**
              No
                  requirement**Distribution,
                  Market Capitalization and Float**
              500,000
                  public free trading shares
                
                $500,000
                  held by Public Shareholders
                
                200
                  Public Shareholders with a Board Lot and no Resale Restrictions
                
                10%
                  Public Float
                
                20%
                  of issued and outstanding shares in the hands of Public
                  Shareholder**Other
                  Criteria**
              Geological
                  Report recommending completion of work program
                
                Sponsor
                  Report may be required
 
  
 22
 **Rodinia
        Attains a Tier 2 listing on the TSX Venture Exchange**
 
 Rodinia
        has fulfilled all of the requirements for Tier 2 status listed above and
        has, at
        present, a Tier 2 listing on the TSX-V.
 
 We **** graduated
        to Tier 2 after earning the TSX-Venture Exchange’s approval following the
        Company’s reactivation application for its Workman Creek Uranium Property in
        Gila County, Arizona. -- a development that expedited our graduation to Tier
        2
        status. (To clarify, the NEX is a trading forum for listed companies that
        have
        fallen below the TSX Venture Exchange's ongoing listing standards.) Following
        the transition from the NEX to the TSX Venture Exchange, the trading symbol
        for
        the Company changed from RM.H to RM.
 
 Subsequent
        to signing the Letter of Intent with Cooper Minerals, we completed a private
        placement for CAD $1,300,000 (announced November 24, 2005 and completed March
        09, 2005) also secured Rodinia’s graduation to a Tier 2 listing on the TSX-V.
        (For details of the CAD $1.3 million private placement see “ ***Recently
        Completed Financing*** **”** above.)
 
 Tier
        1
        status and the criteria Rodinia must meet to obtain Tier 1 status:
 
 At
        present, we are a Tier 2 TSX-V listed Company. We are currently working to
        obtain a Tier 1 TSX-V listing.
  Tier
        1 is for
        senior companies with the most significant resources. Tier 1 issuers have
        fewer
        filing requirements. Tier
        1 is
        the TSX Venture Exchange’s premier tier and is reserved for the Exchange’s most
        advanced Issuers with the most significant financial resources. Companies
        may apply to move from Tier 2 to Tier 1 once they meet Tier 1 minimum listing
        requirements (See “ Minimum
        Listing Requirements for a Mining
        Issuer for Tier 1” below )
        .
        Conversely, Tier 1 companies will be moved to Tier 2 if they can't maintain
        Tier
        1 requirements.
  All
        Tier
        2 and Tier 1 companies must:
  ·
              meet
                  TSX Venture Exchange listing requirements, including requirements
                  relating
                  to directors, officers and a corporate governance structures
  ·
              be
                  sponsored by a TSX Venture member firm
  ·
              submit
                  all necessary agreements and
                  documentation
   23
  **Minimum
        Listing Requirements** **for a** **Mining
        Issuer for Tier 1**
  A
        mining
        Issuer seeking a listing in Tier 1 must satisfy all of the criteria below:
   (a)
                Net Tangible Assets of at least
                  $2,000,000
 
 (b)
                a material interest in a Tier 1
                  Property;
 
 (c)
                the property is subject
                  to:
 (i)
              a Geological Report recommending a
                minimum
                $500,000 work program on the Tier 1 Property;(ii)
              a positive feasibility study prepared
                by an
                independent qualified person; or(iii)
              production levels indicate a reasonable
                likelihood of generating positive cash flow from ongoing operations;
                and
  (d)
              adequate Working Capital and Financial Resources
                which
                includes adequate funds:
 (i)
              to conduct the recommended work
                program;(ii)
              to satisfy general and administrative
                expenses for at least 18 months;(iii)
              to maintain the Tier 1 Property and
                all
                Principal Properties in good standing for at least 18 months (available
                funds will be spent in the next 18 months);
                and(iv)
              at least $100,000 in unallocated
                funds;
  **The
        following tables summarize Tier 1 Minimum Listing
        Requirements:**
 
 **Tier
                  1 Minimum Listing Requirements Mining Issuers**
                **(as
                  at September 28, 2005)****Net
                  Tangible Assets**
              $2,000,000**Property
                  or Reserves**
              Material
                  Interest in a Tier 1 Property**Prior
                  Expenditures**
              No
                  requirement**Recommended
                  Work Program**
              $500,000
                  on the Tier 1 Property (as recommended by Geological Report)**Working
                  Capital and Financial Resources**
              Adequate
                  for: Work program + 18 mos. G&A(1)+
                  18 mos. property payments to keep Tier 1 Property and Exploration
                  “Principal Properties” in good standing +$100,000
                  unallocated**Earnings
                  or Revenue**
              No
                  requirement**Distribution,
                  Market Capitalization and Float**
              $1,000,000
                  held by Public Shareholders
                
                1,000,000
                  free trading public shares
                
                200
                  Public Shareholders with a Board Lot and no Resale Restrictions
                
                10%
                  Public Float
                
                20%
                  of issued and outstanding shares in the hands of Public Shareholders**Other
                  Criteria**
              Geological
                  Report recommending completion of work program or positive feasibility
                  study or production levels exhibiting a likelihood of positive
                  cash flow
                
                Sponsor
                  Report may be required
 
 With
        reference to the above tables outlining Tier 2 and Tier 1 listing
        requirements:
 
 (1)
        “G&A” means general and administrative expenses. (2) “principal properties”
means any other properties of the Issuer in respect of which 20% or more
        of the
        available funds will be spent in the next 18 months (3) “advanced exploration
        property” refers to one on which a zone of mineralization has been demonstrated
        in three dimensions with reasonable continuity indicated. The mineralization
        identified has economically interesting grades. (4) A company must hold or
        have
        the right to earn and maintain a 50% interest in the qualifying property.
        Companies holding less than a 50% interest, will be considered on a case-by-case
        basis looking at program size, stage of advancement of the property and
        strategic alliances. (5) “Tier I Property” means a property that has substantial
        geological merit and is: (i) a property in which the Issuer holds a material
        interest and; (ii) a property on which previous exploration, including detailed
        surface geological, geophysical and/or geochemical surveying and at least
        an
        initial phase of drilling or other detailed sampling (such as trench or
        underground opening sampling), has been completed and; (iii) an independent
        Geological Report recommends a minimum $500,000 Phase 1 drilling (or other
        form
        of detailed sampling) program based on the merits of previous exploration
        results; or an independent, positive, feasibility study demonstrates that
        the
        property is capable of generating positive cash flow from ongoing
        operations.
   24
  **Status
        of Rodinia’s Compliance with Tier 1 Listing Requirements**
   At
          present, we
          are anticipating
          the completion of a resource re-classification ( *NI
          #43-101 compliant)* which
          is
          required by the TSX Venture Exchange to be compliant with Tier 1 listing
 The
          Company anticipates that the resource re-classification will be completed
          in
          February 2006 or earlier. Once the resource re-classification has been
          completed, we can apply for Tier 1 status.
 T o
        complete our 100% acquisition of the Workman Creek property, as outlined
        in its
        option agreement with Cooper Minerals, we must
        gain Tier 1 listing status on the TSX-V .
        To
        reiterate, when we gain a Tier 1 listing, we are obligated to issue 1.5
        million non-transferable share purchase warrants that entitle the purchase
        of up
        to 1.5 million of our Company’s shares for five years. With the issue of the 1.5
        million warrants, we will fulfill the option agreement. (In other words,
        we must
        obtain a Tier 1 listing to be able to issue the 5 year warrants -- a requirement
        of the option agreement -- to successfully complete our 100%
        acquisition of the Workman Creek property.)
   For
        further information on TSX-V policies and guidelines see:
  ·
              www.tsx.com/en/aboutUs/CADx/
  ·
              www.tsx.com/en/pdf/TSXandTSXVenture_MiningListingRequirements.pdf
  **Resource
          Properties Expeditures At Workman Creek up to September 30,
          2005**
 **(All
        figures are in Canadian dollars):**
  
 **30
                  - Sept**
              
              **31
                  - Dec****2005**
              
              **2004**Cooper
                  Property (Workman Creek Project $CAD)Property
                acquisition
              
              $
              85,000
              
              $
              -Property
                deposit
              
              
              41,162
              
              
              42,500Advanced
                Royalty
              
              
              30,283
              
              
              -Assays
              
              
              5,134
              
              
              -Claims
              
              
              68,978
              
              
              39,334Consulting
              
              
              212,494
              
              
              56,705Equipment
                rental
              
              
              77,048
              
              
              34,398Field
                expenses
              
              
              60,712
              
              
              1,263General
                and administration
              
              
              69,665
              
              
              16,625Reports
                and maps
              
              
              12,712
              
              
              12,712Site
                visits
              
              
              15,824
              
              
              6,088Staking
                program
              
              
              164,656
              
              
              164,656Total
                Resource Properties
              
              $
              843,668
              
              $
              374,281
 
 
 25
 During
        this quarter, the Company also advanced $92,613 to stake 200 claims in the
        Mormon Lake (Utah) area.
 
 **Exploration
        History at**  **Workman
        Creek**
 
 In
        1955
        the United States Atomic Energy Commission conducted an airborne radiometric
        survey over Gila County and discovered 20 radiometric anomalies. The discovery
        prompted a staking rush in the area, which resulted in the discovery of 46
        known
        uranium deposits. However, exploration activity in the area was completely
        shut
        down until the late 1970’s following a decline in the price of uranium. When
        uranium prices had declined and the cost to acquire property was lower, Wyoming
        Mineral Corporation, a wholly owned subsidiary of Westinghouse, blanket staked
        the area and embarked on an intensive exploration and development program.
        This
        program identified the Workman Creek Uranium Property, which became the primary
        focus of Wyoming Mineral’s exploration program.
 
 Wyoming
        Mineral’s work at Workman Creek in the late 1970’s included 432 holes,
        geological mapping, geochemistry, metallurgical testing, designing a mining
        plan, and the commission of Dravos Engineers and Contractors (“Dravos”) to
        complete a feasibility report at a total estimated cost of US$10 Million.
        The
        exploration work conducted by Westinghouse (Wyoming Mineral) was concentrated
        on
        or around the Workman Creek Uranium Property and by the time they abandoned
        the
        property in 1981 - due to the collapse of uranium prices -- little exploration
        work had been performed on other targets.
 
 Dravos
        completed the feasibility study in 1980. The data compiled from this study
        became part of an extensive database, which Cooper Minerals owned. With the
        acquisition of the Workman Creek property from Cooper Minerals, Rodinia acquired
        the database that was compiled from the exploration work conducted by Wyoming
        Mineral (outlined above) and from the Dravos feasibility report, which Wyoming
        Mineral commissioned on the property.
 
 We
        believe that the extensive Westinghouse database could facilitate the
        acceleration of our exploration program, and achieve cost savings that may
        not
        otherwise be realized in the absence of such a database, because the database
        enables us to better define potential exploration targets.
 
 Rodinia
        has also acquired data pertaining to a regional geochemical program and an
        airborne radiometric survey that identified eight mineralized areas outside
        of
        the Workman Creek area covered by the Wyoming Mineral database. In the event
        that management decides to expand the exploration program at Workman Creek,
        we
        plan to explore these eight additional mineralized areas, which lie just
        outside
        of the area covered by the Wyoming Mineral database.
 
 **Technical
            Report on Workman Creek**
  Rodinia
            commissioned Joe Montgomery PhD., a Qualified Person, to author a report
            conforming to NI #43-101 standards, to assess mineral grade estimates
            at Workman
            Creek. Now that the technical report is complete and filed on SEDAR,
            Rodinia
            will use it, in part, to address their application for a Tier 1 listing
            on the
            TSX-V.
  In
            the
            technical report, Dr. Montgomery, the Qualified Person,
            noted:
 
 *“None
          of the historical estimates of tonnage and grade of the Workman Creek uranium
          deposit comply with NI #43-101 regulations, since they were made long before
          the
          implementation of the instrument. The estimates are relevant only for their
          historical interest and as an indication of uranium mineralization of interest
          in place. These calculations although believed to be reliable, are historical
          and do not comply with NI #43-101 standards because they do not meet CIM
          definitions or use CIM terminology. It is likely that the estimates would
          fall
          into the category of indicated mineral resource as set out in NI
          #43-101.”*
   26
 **Conclusions
            of the Technical Report**
 
 1.
          The
          work done on the Workman Creek claims in 1978-80 has shown the presence
          of a
          uranium ore-body under the conditions which prevailed at that time.
 
 2.
          The
          North Workman Creek and South Workman Creek deposits appear to be parts
          of the
          same deposit which was eroded down the centre.
 
 3.
          The
          mineralization outcrops on the sides of steep canyon walls thus creating
          a
          possibility for some open pit mining.
 
 4.
          From
          this preliminary study of the huge WMR database, it appears certain that
          there
          is a large body of low grade uranium mineralization present and that additional
          exploration is warranted and will probably increase the resource and provide
          additional data which will be of benefit in designing mining methods and
          refining grade estimate.
 
 5.
          Many
          of the drill holes are vertical in spite of the observation that mineralization
          occurs in both sub-vertical veins and sub-horizontal bedding planes. However,
          angled drill holes, when compared with vertical holes did not result in
          an
          improvement in grade.
 
 6.
          A two
          phase program of continued exploration and development is recommended.
          The first
          phase consists of a compilation and evaluation of the immense Wyoming Mineral
          Corporation database; twinning of several holes to confirm grade and nature
          of
          mineralization; a comparison of radiometric and chemical analyses; and
          staking
          of additional claims.
  Phase
            2,
            which is dependent on the results of Phase 1, consists of a detailed
            geological
            study, calculation of an ore reserve estimate to determine more precisely
            the
            extent and quality of uranium mineralization, preliminary work on newly-staked
            ground, additional metallurgical tests including those for In Situ and
            heap
            leaching, and completion of a new preliminary feasibility study. Ore
            reserve
            estimates should be recast to conform to NI #43-101 standards; additional
            metallurgical tests should be made with some consideration given to solution
            mining in situ; a feasibility assessment should also be made.
  In
                the
                technical report, Dr. Montgomery describes the Workman Creek Uranium
                Property
                as:
 
 “...stratiform
              and lying within the Dripping Spring Quartzite, a unit of the Upper
              Precambrian
              Apache Group. Mineralization is present mainly in the upper siltstone
              member of
              the Dripping Spring Quartzite. This uranium bearing unit is in excess
              of ten
              miles in length. Controls of mineralization aside from the stratigraphic
              control, are north-trending faults and monoclinal folding and contact
              with a
              complex system of dykes and sills.” Dr. Montgomery also
              noted that the resource is open on two sides and believes that further
              exploration could expand it. Rodinia has staked additional ground around
              the
              known deposit. (see Exhibit 7 for a glossary of mining terms.)
 
 
 **Exploration
                Plan: Phase 1 and Phase 2 Exploration at Workman Creek as Outlined
                in Dr.
                Montgomery’s Technical Report**
 
 As
                recommended by Dr. Montgomery in the technical report, our initial
                plan of
                operation is based on a staged exploration program at Workman Creek
                that is
                comprised of two phases. Our proposed exploration program is designed
                to explore
                for uranium potential on the Workman Creek mineral claims. We are
                an exploration
                stage company and we cannot assure you that a commercially viable
                mineral
                deposit exists on our mineral claims.
 27
 The
            technical report prepared Dr. Montgomery for the Workman Creek project
            outlines
            a two-stage exploration and development program. With the successful
            completion of two private placements, which raised CAD $1.3 million (completed
            March 09, 2005) and CAD $3.04 million (completed October 31, 2005), the
            Company
            raised the funding required to execute Phase 1 and Phase 2 of the Company’s
            exploration program at Workman Creek as recommended by Dr. Montgomery’s
            technical report.
 
 Phase
          1,
          which is now complete, consisted of compilation and evaluation of the immense
          Wyoming Mineral Corporation database (compiled during the period 1978 to
          1980);
          twinning of several holes to confirm grade and nature of mineralization;
          a
          comparison of radiometric and chemical analyses; and additional claim staking.
 
 We
          plan
          to use the data from Phase 1 to compile a resource reclassification, which
          we
          will then use to apply for a Tier 1 listing on the Toronto Venture Exchange.
 
 Phase
          2
          of the proposed program is a much more extensive and detailed exploration
          phase.
          Phase 2 will determine the extent and quality of uranium mineralization.
          An
          evaluation of the ore body will be conducted to determine if in situ leaching
          is
          feasible. From there a preliminary feasibility study could be
          completed.
 
 Phase
          2
          of the project is expected to take about six months to complete at an estimated
          cost of US $550,000.
 
 Total
          cost for Phase 1 and Phase 2 is estimated to cost US $800,000.
 
 The
          Company has started to work on Phase 2, but has not yet completed this
          stage of
          their exploration program.
   **Lucky
        Boy Mine - Uranium Project**
 
 On
        March
        21, 2005 the Company was granted an option by Golden Patriot, Corp., a Nevada
        based company (“Golden Patriot”), to acquire up to a 40% interest in the Lucky
        Boy uranium project, once Golden Patriot has earned into the Project. The
        Lucky
        Boy Uranium Project consists of 14 Bureau
        of
        Land Management ( BLM)
        claims and an 80-acre State Lease contiguous to the claims, located in Gila
        County, Arizona. By agreeing to option an interest, Rodinia is not obligated
        to
        participate in the project. Rodinia will only participate in the project
        on the
        recommendation of the Company’s (its own) geologist, in the event that Golden
        Patriot meets its commitments at Lucky Boy and the results from completes
        its
        exploration program warrant further work.
 
 The
        Company can exercise its back-in right in respect of the Lucky Boy Uranium
        Project at any time after an aggregate US$500,000 has been spent on the Project
        and Golden Patriot has thereby earned a 60% interest in it, and until 30
        days
        after the Company receives notice that an aggregate US$1,000,000 has been
        spent
        on the Project and Golden Patriot has thereby earned its100% interest. Golden
        Patriot’s interest in the Lucky Boy Uranium Project is subject to a 3% Yellow
        Cake Royalty.
 
 **Status
        of work to be commenced by Golden Patriot** :
        Rodinia
        does not have to make any decisions on, or make any financial commitment
        related
        to, its option at Lucky Boy until after Golden Patriot has completed its
        four
        year work program on the property. As of January 10 th ,
        2006,
        Golden Patriot is in year one of a four year work program. As such, Rodinia
        has
        no financial commitment to, or obligation to explore, the property for the
        next
        three and a half years. Rodinia will base its decision on recommendations
        that
        follow its assessment of Golden Patriot’s results.
  
 28
 The
        Lucky
        Boy Uranium Project is at the site of the old Lucky Boy mine. In the 1950s,
        the
        Lucky Boy mine, using heap leaching and ion exchange recovery, produced about
        5,000,000 pounds of uranium ore. The mine was shut down until the late ‘70’s, as
        it became unprofitable in the wake of declining uranium prices. In 1978,
        the
        mine was re-opened and produced uranium for about two years, until it was
        shut
        down again, again falling victim to declining uranium prices. (for greater
        detail, see **Item
        10,**  **C.
        “** ***Material
        Contracts”*** *.* )
 
 **Amendment:
        Subsequent Acquisitions**
 
 Option
        and Joint Venture Agreement: On November 4, 2005, the Company announced that
        it
        had negotiated the terms of an option and joint venture agreement with Patriot
        Power Corp., a private Nevada corporation, (“Patriot”) pursuant to which Patriot
        can acquire from the Company a 60% interest in 209 recently staked unpatented
        lode mining claims located in Arizona (the “209 Claims”). Patriot will acquire
        its 60% interest in the 209 Claims upon Patriot exercising an option (the
        “Patriot Option”) it holds to acquire a 100% interest, subject to Yellowcake
        Royalties totaling 3%, in 21 unpatented lode mining claims (the “Lake Claims”).
        The 209 Claims surround the Lake Claims. Upon the exercise by Patriot of
        the
        Patriot Option, the terms of the option and joint venture agreement provide
        that
        the Company will then hold a 40% joint venture interest in all 230 claims,
        subject to the Yellowcake Royalties totaling 3%. To exercise the Patriot
        Option,
        Patriot must pay US$1,300,000, issue 2,500,000 shares and 1,000,000 share
        purchase warrants and expend not less than an aggregate US$3,500,000 on
        exploration over four years. Under the terms of the option and joint venture
        agreement with the Company, Patriot is obliged to maintain the 209 Claims
        in
        good standing and is granted the right to conduct exploration and development
        work on them.
 
 **Overview
        of the Uranium Industry**
 
 Uranium
        occurs as uranium oxide in minerals such as pitchblende. Some of the world's
        richest uranium deposits occur in the Athabasca Basin of northern Saskatchewan
        and are contained in unconformities (breaks in the geological record) between
        Archean aged basement rocks (very old rocks) and younger, Proterozoic aged
        sedimentary layers at depths of less than 1,640 feet. Major faults near the
        unconformities are also important features enhancing the chance for
        discovery.
 
 Uranium
        is an unusual metal compared to base and precious metals in that its value
        has
        really only been recognized in the past 60 years. Uranium ore is the basic
        resource for the production of electrical energy through nuclear power.
        Commercial nuclear power generation is a technology that has become mature
        and
        well understood. The industry began to see increased commercial demand for
        uranium in 1973, partially concurrent with an “energy crisis” that caused a
        sharp rise in crude oil prices at the time. In response, many countries began
        development of nuclear power programs as an alternative to fossil fuels for
        electricity generation. As of September 1997, there were approximately 439
        commercial nuclear reactors operating in more than 30 countries, producing
        about
        17% of the world's electricity.
 
 The
        United Nations has predicted that the world's population will grow from the
        present 5.5 billion to 8.5 billion in the next 27 years and the demand for
        electricity is expected to double by 2020. Nuclear power joins hydroelectric
        power as the only proven greenhouse gas free technology capable of meeting
        the
        large-scale electrical generation demands of the next century. With the Nuclear
        Energy Institute’s current estimates of carbon dioxide emissions from fossil
        fuels growing 36% to 50% higher than 1990 levels, the need to limit pollutants
        will also increase the demand for nuclear power. Nuclear generation of
        electricity can and should be a major part of the solution to slowing climactic
        changes through controlling gas emission levels. The use of nuclear generated
        power has already proven to be a major factor in reducing greenhouse gas
        emissions around the world. The Nuclear Energy Institute has determined that
        every 25 tons of uranium used to generate electrical power reduces carbon
        dioxide emissions, relative to coal and other fossil fuels, by one million
        tons.
   29
 It
        was
        stated by the Nuclear Energy Institute at the 1997 Kyoto conference on global
        warming that clean air objectives cannot be obtained without maintaining
        and
        expanding the existing number of commercial nuclear generators in the world.
        Clearly the key factor in determining demand for uranium is reactor fuel
        requirements for meeting the world's growing energy demands.
 
 The
        only
        significant commercial use for uranium is as fuel for nuclear power plants
        for
        the generation of electricity. During 2001, 435 nuclear power plants were
        operating in the world and consumed an estimated 169 million pounds of uranium.
        World wide production of uranium in 2001 was only about 96 million pounds.
        In
        the United States there are 103 nuclear power plants that produce about 21%
        of
        the electricity used.
 
 Based
        on
        reports by the Ux Consulting Company, LLC (“Ux”) and the Uranium Institute
        (“UI”), since the early 1990s, worldwide uranium production has satisfied only
        52% of worldwide demand, and this ratio has also been true in the Western
        world.
        Ux reports that the gap has been filled by secondary supplies, such as
        inventories held by governments, utilities and others in the fuel cycle,
        including the highly enriched uranium (HEU) inventories which are a result
        of
        the agreement between the US and Russia to blend down nuclear warheads. In
        the
        period 2003-2010 Ux projects western production to be sufficient to cover
        45% of
        western demand.
 
 Ux
        reports that secondary sources combined with uranium production from existing
        uranium mines will not be sufficient to meet the world’s requirements. New
        production will be needed. Spot price is the price at which uranium may be
        purchased for delivery within one year. Spot prices have been more volatile
        historically than long-term contract prices, increasing from $6.00 per pound
        in
        1973 to $43.00 per pound in 1978, declining to $7.25 per pound in October
        1991,
        increasing to $16.50 per pound in May 1996 and again declining to $7.10 at
        December 31, 2000. Since year-end 2000 the spot price has increased to $10.20
        at
        December 31, 2002. The spot price at March 31, 2003 was $10.10.
 The
          following graph shows spot prices per pound from 1972 to the end of 2004,
          as
          reported by Trade Tech and Ux.
      
 
 All
          prices beginning in 1993 represent U 3 O 8 deliveries available to U.S. utilities.
   30
   
 
   High
          prices in the late 1970s in the uranium market gave way to low prices in
          the
          early 1990s, with spot prices being below the cost of production for many
          mines.
          In 1996 spot prices recovered to the point where some mines could produce
          profitably. Prices declined again and only recovered late in 2003. Since
          2003,
          Uranium prices have steadily been on the rise. On January 9, 2005, the
          price of
          uranium, was U.S. $36.50 per pound. (U x
          Weekly
          Spot Prices).
 
 The
          decline in global commercial uranium inventories is rapidly shifting an
          inventory-driven market to one that is production-driven. Consolidation
          over the
          last several years has squeezed the number of uranium suppliers. In the
          interim,
          long-term indicators are pointing toward a demand curve that will exceed
          supply
          within the next several years and ultimately lead to higher prices. (Excerpted
          from Uranium Suppliers Annual )
 
 When
          estimates of available secondary (non-commercial stockpile) supplies of
          uranium
          are combined with estimates of future primary production, we believe that
          the
          present supply and demand characteristics suggest that the market may stay
          balanced in the short term. However, as the secondary supply (non-commercial
          stockpile) of uranium declines, and becomes a smaller factor in the marketplace,
          and new and expanded production comes on-line, the gap between these contrasting
          forces will be a critical factor, resulting in a predicted rise in market
          prices
          in the next year or two.
 
 **Item
          5. Operating and Financial Review and Prospects**
 
 **A.** ***Operating
          results.***
 
 **U.S.
          and Canadian GAAP Differences**
  The
          financial statements used and included in this Statement are prepared in
          accordance with accounting principles generally accepted in Canada. The
          significant differences between Canadian and U.S. GAAP are as follows:
   (i)
          Under
          Canadian GAAP, the mineral properties are carried at cost and written off
          or
          written down if the properties are abandoned, sold or if management decides
          not
          to pursue the properties. Under U.S. GAAP, the company would periodically
          review
          and obtain independent reports in determining adjustments to the mineral
          properties and record properties at net realizable value. The company has
          not
          yet obtained an independent report for U.S. GAAP purposes, therefore, the
          Company’s mineral property costs have been written off in this note to financial
          statements.
   (ii)
          Under U.S. GAAP, stock compensation expense is recorded for non-employees
          based
          upon the discount from market at the date the option is granted.
   31
 (iii)
          Under U.S. GAAP, investments held for re-sale are recorded at market value.
          The
          difference between the market value and the cost of the investment is recorded
          as a separate shareholder equity category named comprehensive income. Once
          the
          investment is sold, the comprehensive income for that investment is cleared
          out
          to income. Under Canadian GAAP, investments held for re-sale are recorded
          at the
          lower of cost or market. There is no comprehensive income category in Canada.
   Further
          discussion regarding the differences between U.S. GAAP and Canadian GAAP
          is
          contained in the financial reports included in the financial statements
          under
          Part III, Item 17 of this registration statement.
   **Nine
          Months Ended September 30, 2005**
  (All
            figures in Canadian dollars)
  For
          the
          nine months ending September 30, 2005, the Company had accumulated $13,899,612
          in losses and had no revenue-producing operations.
  The
          reason for the difference came from the increased expense relevant to stock
          options granted. The fair value of the 391,000 stock options granted during
          the
          year was estimated at $183,770 (2003: $73,857). The following expenses
          increased
          due to increased activity and the two private placements that were completed
          during the year: (i) Accounting, audit and legal fees increased by $52,788;
          (ii)
          shareholders communication and promotion increased by $15,404; and (iii)
          consulting fees increased by $11,623.
   *Financings,
          Principal Purposes and Milestones*
   During
          2005, the Company completed two private placements:
  **Private
          Placement of 4,108,785 Units October 31, 2005** ****
 
 On
          October 31, 2005, Rodinia announced that it completed a previously announced
          private placement.  The Company received gross proceeds of CAD
          $3,040,500 on the private placement of 4,108,785 units at a price of CAD
          $0.74
          per unit, through Haywood Securities Inc. as Agent. Each unit (a “Unit”)
          consists of one share and one transferable warrant (a “Warrant”).
 
 Each
          Warrant entitles the purchase of one share at a price of CAD $1.10 for
          a period
          of twelve (12) months subject to the Company’s right to accelerate the expiry
          date of the warrants if, at any time after December 27, 2005, its shares
          close above CAD $1.50 per share for 30 consecutive trading days (the
“acceleration right”).
 
 The
          Company paid a 6% commission by issuing 246,527 shares and non-transferable
          warrants to purchase up to an additional 246,527 shares at a price of CAD
          $1.10
          for a period of twelve (12) months, subject to the acceleration right,
          and
          granted a non-transferable option to purchase up to 308,159 Units at a
          price of
          CAD $0.74 per Unit, each Unit consisting of one share and one non-transferable
          warrant entitling the purchase of one additional share on the same terms
          as for
          the Warrants included in the Units.  The Company also paid a corporate
          finance fee of 25,000 Units.
 
 Proceeds
          of the financing will be used for general exploration expenditures on the
          Company’s Workman Creek Uranium Property in Gila County, Arizona and working
          capital.
 
 In
          accordance with applicable Canadian securities laws, all securities issued
          in
          connection with the private placement are subject to a hold period expiring
          March 1, 2006.
 
 **Private
          Placement of 800,000 Units December 01, 2005**
   
 32
 On
          December 01, 2005, the Company announced that it arranged a private placement
          consisting of 800,000 units at CAD $0.74 per unit. On January 10, 2006,
          the
          Company announced that it completed its previously announced private placement.
          The Company received gross proceeds of CAD $592,000 on the private placement
          of
          800,000 units (the “Units”) at a price of CAD $0.74 per unit. Each Unit consists
          of one common share and one whole transferable share purchase warrant entitling
          the holder to purchase one additional common share of the Company at a
          price of
          CAD $1.10 on or before January 3, 2007, subject to the Company’s right to
          accelerate the expiry date of the warrants if at any time after March 4,
          2006
          its shares close above CAD $1.50 per share for 30 consecutive trading days.
 
 Proceeds
          of the financing will be used for general exploration expenditures on the
          Company’s Workman Creek Uranium Property in Gila County, Arizona and for general
          working capital.
 
 In
          accordance with the policies of the TSX Venture Exchange a commission applied
          to
          this transaction. The Company paid a commission of 70,135 Units.
 
 All
          of
          the Company’s completed private placements took place in Canada and were subject
          to regulatory acceptance by the TSX Venture Exchange.
 
  ***Year
          ended December 31, 2004***
  (All
              figure in Canadian dollars)
   The
          loss
          for the year ended December 31, 2004 was $362,534 as compared with a loss
          of
          $154,427 for the year ended December 31, 2003. The reason for the difference
          came from the increased expense relevant to stock options granted. The
          fair
          value of the 391,000 stock options granted during the year was estimated
          at
          $183,770 (2003: $73,857). The following expenses increased due to increased
          activity and the two private placements that were completed during the
          year: (i)
          Accounting, audit and legal fees increased by $52,788; (ii) shareholders
          communication and promotion increased by $15,404; and (iii) consulting
          fees
          increased by $11,623.
   *Financings,
          Principal Purposes and Milestones*
   During
          2004, the Company completed two private placements:
  1.
                800,000
                    units at $0.18 per unit for total proceeds of $144,000. Each
                    unit
                    consisted of one common share and one share purchase warrant
                    that entitled
                    the holder to purchase an additional common share for $0.23 up
                    to and
                    including March 16, 2005. In connection with this private placement,
                    125,216 share purchase warrants were issued as finders’ fees. Each share
                    purchase warrant entitled the holder to purchase an additional
                    common
                    share for $0.23 up to and including March 16, 2005.
 
 2.
                824,000
                    units at $0.25 per unit for total proceeds of $206,000. Each
                    unit
                    consisted of one common share and one share purchase warrant
                    that entitled
                    the holder to purchase an additional common share for $0.35 up
                    to and
                    including September 27, 2005. In connection with this private
                    placement,
                    64,400 share purchase warrants were issued as finders’ fees. Each share
                    purchase warrant entitled the holder to purchase an additional
                    common
                    share for $0.35 up to and including September 27,
                    2005.
  During
          2004, the Company engaged Haywood Securities Inc. (“Haywood”) to conduct a
          private placement of 2,000,000 units at a price of $0.65 per unit. Each
          unit (a
“Unit”) will consist of one common share of the Company and one-half share
          purchase warrant. Each full warrant entitled the holder to purchase one
          additional common share of the Company at a price per common share of $0.80
          in
          the first year and $0.90 in the second year. Haywood received a commission
          equal
          to 7.5% of the proceeds of the offering, that was payable in cash or Units.
          Haywood also received warrants (the “Agent’s Warrants”) equal to 10% of the
          number of Units sold under the offering, each Agent’s Warrant was convertible
          into one Unit at a price of $0.65, and a corporate finance fee of 30,000
          Units
          for services rendered in connection with the offering.
   33
  All
          of
          the Company’s completed private placements took place in Canada and were subject
          to regulatory acceptance by the TSX Venture Exchange.
 
 ***Year
          ended December 31, 2003***
  (All
              figure in Canadian dollars)
  The
          loss
          for the year ended December 31, 2003 was $154,427 as compared with a loss
          of
          $1,015,682 for the year ended December 31, 2002. The reason for the difference
          arose from the Company’s decision in the previous year to write-off the mineral
          properties in the amount of $917,017. In addition, the Company focused
          their
          efforts to reduce discretionary expenses, due to the economic climate.
          However,
          due to the consolidation of shares and the implementation of a private
          placement, expenses increased. The Company, as required by new regulations
          and
          standards, expensed the fair value of the options granted during the year.
          The
          total expense was $73,857.
  All
          of
          the Company’s completed private placements took place in Canada and were subject
          to regulatory acceptance by the TSX Venture Exchange.
  *Financings,
          Principal Purposes and Milestones*
   On
          August
          12, 2003, the TSX Venture exchange approved the consolidation of the Company’s
          capital on a five old for one new basis. After the consolidation, the balance
          of
          the issued and outstanding shares was 2,683,595. The TSX also approved
          the
          change of name to Rodinia Minerals Inc. Effective August 13, 2003, the
          common
          shares of Rodinia Minerals Inc. commenced trading on the Exchange under
          the
          symbol “RM”.
   Prior
          to
          this, there had been no financings during the years ended December 31,
          2002 and
          2001. Since the last financing in the Year 2000, the Company’s working capital
          has been augmented by loans from a company with one common director and
          from a
          shareholder. During the six-month period, the Company received advances
          from a
          shareholder totaling $13,000. In addition, the Company retired $60,000
          in loans
          and advances by issuing shares as approved by the TSX.
   On
          August
          15, 2003, the Company announced a private placement involving the issuance
          of up
          to 1,000,000 units at $0.12 per unit, Each unit was comprised of one common
          share and one share purchase warrant. Each warrant entitled the holder
          to
          acquire one additional common share at a price of $0.12 if exercised in
          the
          first year and $0.15 if exercised in the second year. Proceeds of the financing
          were used for working capital purposes. The private placement was completed
          on
          September 5, 2003 and the shares were subsequently issued.
  All
          of
          the Company’s completed private placements took place in Canada and were subject
          to regulatory acceptance by the TSX Venture Exchange.
  The
          Company was aware that there would be additional financing requirements
          and it
          was the Company’s intent to raise the necessary funds through private placements
          and/or other forms of equity financing. The Company was continuing to negotiate
          on a mineral property acquisition. The Company was also confident that
          it could
          close a financing for this acquisition, for the required funds for the
          work
          program, and for the Company’s working capital to meet general and
          administrative costs.
   On
          September 2, 2003, the Company cancelled all outstanding stock options
          and
          granted new incentive stock options in the amount of 268,360 shares to
          directors
          and key employees at an exercise price of $0.25 per share. The options
          are
          exercisable for a period of five years, ending on September 1, 2008 and
          are
          subject to the requirements of the TSX Venture Exchange. On November 26,
          2003,
          the Company granted additional stock options in the amount of 5,000 shares
          at an
          exercise price of $0.25 per share, exercisable for a period of five
          years.
   34
 On
          September 4, 2003, in accordance with the revised TSX Venture Exchange
          Policy
          2.5, the Company was transferred to the NEX board from Tier 2 of the TSX
          Venture
          Exchange.
   As
          of
          September 4, 2003, the Company was subject to restrictions on share issuances
          and certain types of payments as set out in the NEX policies. As a result
          of
          being on the NEX board, the trading symbol for the Company changed from
“RM” to
“RM.H” and the Filing and Service Office changed from Vancouver to
          NEX.
   On
          October 3, 2003, the TSX Venture Exchange accepted the Company’s Stock Option
          Plan, which was approved by the Company’s shareholders at the Annual General
          Meeting that was held on July 29, 2003. The Company implemented a rolling
          stock
          option plan whereby a maximum of 10% of the issued shares are reserved
          for
          issuance under the Plan.
  ***Year
          ended December 31, 2002***
 (All
              figure in Canadian dollars)
  The
          loss
          for the year-ended December 31, 2002 was $1,015,682 as compared with a
          loss of
          $657,964 for the year-ended December 31, 2001. The main reason for the
          difference was the write-off of resource properties $917,017 (2002) and
          $547,258
          (2001). Management fees increased during the year due to the involvement
          of an
          additional director who assisted in the Wyoming Property negotiations,
          and who
          actively looked for a new property for the Company. The informal contract
          with
          the one of the directors to assist in negotiations and locate a new property
          was
          cancelled at the end of the year.
  *Financings,
          Principal Purposes and Milestones*
  There
          were no financings during the years ended December 31, 2002 and 2001. Since
          the
          last financing in the Year 2000, the Company’s working capital was augmented by
          loans from a company with one common director and from a shareholder. Some
          of
          the loans were paid back by way of debt settlement on June 2001. The Company
          was
          aware that there would be additional financing requirements and it was
          the
          Company’s intent to raise the necessary funds through private placements and/or
          other forms of equity financing. During this period, the Company began
          negotiation on the acquisition of a mineral property.
  **B.
          Liquidity and Capital Resources** ***.***
  In
          management’s view, given the nature of the Company’s operations, the most
          relevant financial information relates primarily to current liquidity,
          solvency
          and planned expenditures for each given fiscal year. The Company’s financial
          success was and will be dependent upon the acquisition of a property, or
          properties, and the discovery of economically recoverable reserves. Such
          a
          development may take years to realize and the amount of resulting income,
          if
          any, is difficult to determine.
  ***Year
          ended December 31, 2004***
  (All
              figure in Canadian dollars)
  As
          at
          December 31, 2004, the Company’s working capital deficit was $192,418 as
          compared to a working capital deficit of $41,638 in the beginning of the
          period
          (December 31, 2003). The Company required financing to meet its anticipated
          administrative and overhead expenses. The Company proposed to meet any
          additional financing requirements through the exercise of outstanding options
          and/or arranging other forms of equity financing. In light of the continually
          changing financial markets, there was no assurance that funding by equity
          subscriptions would be possible at the times required or desired by the
          Company.
  35
  The
          Company’s historical capital needs were met by equity subscriptions (2004 -
          $386,000; 2003 - $180,000); convertible loans (2004 - $151,800; 2003 -
          Nil). On
          October 19, 2004, the TSX Venture Exchange accepted for filing the documentation
          with respect to the Private Placement/Convertible Loans announced September
          20,
          2004. The one year convertible loans totaling $151,800 were convertible
          into
          units of one common share and one common share purchase warrant. Each warrant
          had a term of one year from the date of issuance of the notes (to September
          20,
          2005) and entitled the holder to purchase one common share, exercisable
          at the
          price of $0.30. A finder’s fee of 46,750 units payable to Brad Aelicks, with the
          same terms as the convertible loans, was approved by the TSX.
   The
          Company recognized that it required additional financing beyond fiscal
          2004 to
          fund extensive development and expansion of its existing businesses, as
          well as
          any further investigations and/or evaluations of new acquisitions related
          to the
          industry. The Company anticipated that it could fund its activities to
          meet its
          anticipated administrative and overhead expenses until the year-end.
  ***Year
          ended December 31, 2003***
  (All
              figure in Canadian dollars)
  As
          at
          December 31, 2003, the Company was in a negative working capital position
          of
          ($41,638). The Company required financing to meet its anticipated administrative
          and overhead expenses. The Company proposed to meet any additional financing
          requirements through the exercise of outstanding options and/or arranging
          other
          forms of equity financing.
  ***Year
          ended December 31, 2002***
 (All
              figure in Canadian dollars)
  As
          at
          December 31, 2002, the Company was in a negative working capital position
          of
          ($141,068).  The
          Company required financing to meet its anticipated administrative and overhead
          expenses. The Company proposed to meet any additional financing requirements
          through the exercise of outstanding options and/or arranging other forms
          of
          equity financing.
  **C.** ***Research
          and Development, Patents and Licenses, etc.***
 
 For
            the
            fiscal years ended December 31, 2002, December 31, 2003, and December
            31,  2004,
            the
            Company did not incur any expenditures relating to patent and/or license
            development or filings.
 
 **D.** ***Trend
          information.***
 
 Minerals
          exploration and development is an inherently risky enterprise. It is possible
          that Rodinia will fail to locate sufficient resources to warrant further
          exploration. In addition, the economic viability of the project depends
          to a
          large extent on the continued strength of uranium prices. Uranium prices
          have
          historically been highly volatile and there can be no assurance that prices
          will
          support the implementation of further development plans. Furthermore, should
          the
          Company determine that the ore body at Workman Creek is not a candidate
          for ISL,
          the economic viability of the project would be severely impaired.
 
 Although
          Rodinia is currently sufficiently funded for the first two phases of exploration
          and development, the Company will depend partly on outside capital to complete
          the exploration and development of its resource properties, which it will
          likely
          raise by issuing additional shares of common stock. There can be no assurance
          that this additional capital will be available to meet our continuing
          exploration and development costs or, if the capital is available, that
          it will
          be available on terms acceptable to the Company. The issuances of additional
          equity securities by the Company will dilute the equity interests of current
          shareholders. If the Company is unable to obtain financing in the amounts
          that
          it needs to conduct its business, and on terms deemed acceptable, the business
          and future success of the Company will almost certainly be impaired.
 
 36
 At
          December 31, 2004, the Company had accumulated $13,271,386 in losses and
          had no
          revenue-producing operations. At the date of this report, the Company has
          limited capital resources, beyond that which it needs to meet
          its
          administrative and operational needs for the eighteen months following
          the
          beginning of the 2006 fiscal year, January 01, 2006, which it plans to
          use, in
          part, to complete Phase 2 (Phase 1 is now complete) of its exploration
          program
          at Workman Creek, and, as such, its ability to continue as a going concern
          is
          dependent upon its ability to raise additional capital or merge with a
          revenue
          producing venture partner. The Company is not currently operating profitably
          and
          it should be anticipated that it will operate at a loss, at least until
          such
          time when the production stage is achieved, if production is ever achieved.
           The Company has never earned a profit. Because the Company is not yet
          operating profitably, these matters raise substantial doubt about the Company’s
          ability to continue as a going concern.
 
 **E.** ***Off-balance
          sheet arrangements.*** ****
 
 There
          are
          no off-balance sheet arrangements to which the Company is
          committed.
 
 **F.** ***Tabular
          disclosure of contractual obligations.***
 
 The
          Company has no contractual obligations.
 
 **G.** ***Safe
          harbor.***
 
 
 SPECIAL
          NOTE REGARDING FORWARD LOOKING STATEMENTS
 
 Except
          for the statements of historical fact contained therein, the information
          under
          the headings "Item 4 - "Information on the Company," "Item 5 - "Operating
          and
          Financial Review and Prospects," "Item 11 - Quantitative and Qualitative
          Disclosure About Market Risk," and elsewhere in this Form 20-F constitutes
          forward looking statements ("Forward Looking Statements") within the meaning
          of
          Section 27A of the Securities Act of 1933, as amended, and Section 21E
          of the
          Securities Exchange Act of 1934, as amended. Such Forward Looking Statements
          involve known and unknown risks, uncertainties and other factors which
          may cause
          the actual results, performance or achievements of the Company to differ
          materially from any future results, performance or achievements projected
          or
          implied by such Forward Looking Statements. Such factors include, among
          others,
          exploration risks, the ability of the Company to develop the alternate
          feed
          business, dependence on a limited number of customers, limited operating
          history, government regulation and policy risks, environmental risks,
          reclamation obligations, and the other factors set forth in the section
          entitled
          "Risk Factors".
 
 
 **Item
          6. Directors, Senior Management and Employees**
 
 **A.** ***Directors
          and senior management.***
   37
 
 **Name
                      and Residence of Directors and Present Offices
                      Held**
                  **Principal
                      Occupation or employment and, if not a previously elected director,
                      occupation during the past 5 years**
                  **Date
                      Elected or**
                    **Appointed
                      a Director****Donald
                      Morrison**(1)
                    Vancouver,
                      BC
                    Director
                      and President
                  President
                      of the Company since 2001.
                  November
                      2, 1995**Donald
                      Mosher**(1)
                    North
                      Vancouver, BC
                    Director
                  Financial
                      consultant since 2003.
                  December
                      8, 2003**Ken
                      Thorsen**(1)
                    Port
                      Coquitlam, B.C.
                    Director
                  Geological
                      Engineer. President of Thorsen Consulting Ltd. from 2002 to
                      the
                      present.
                  November
                      1, 2004**Walter
                      E. Brooks**(1)(2)
                    Toronto,
                      ON
                    Director
                  Self-employed
                      consultant (financial services).
                  (2)As
                      at Rodinia’s AGM, June 10, 2005, was not reappointed to the
                      board.Robert
                      Pirooz(1)
                    Director
                      (appointed June 10, 2005)
                  Mining
                      Company Senior Executive
                  June
                      10, 2005
 (1)
                Member
                    of the audit committee.
 (2)
                As
                    at June 10, 2005, was not reappointed to the
                    board.
 
 **Don
          Morrison**
 
 Don
          Morrison has been President of Rodina Minerals since August 2003 and has
          been a
          Director of the company since 1995. Mr. Morrison has had over 20 years
          of
          diversified accounting and managerial experience in mineral exploration
          and
          corporate development of public companies within several different industries
          including telecommunications and beverage corporations.  Mr. Morrison has
          been responsible for the arrangement of corporate financing, property
          acquisitions, and corporate filings.
 
 Don
          Morrison offers full-time services to the Company.
 
 **Don
          Mosher**
 
 Don
          Mosher is one of the principals of B&D Capital Partners and is
          presently a Director on the Board of Windridge Technology Corp as well
          as
          Rodnina Minerals. Don has extensive experience within the financial realm
          and
          has been involved in numerous financing for public companies for all
          sectors.
 
 Don
          Mosher offers part-time services to the Company.
 
 **Ken
          Thorsen**
 
 Ken
          Thorsen, BSc Geological Engineering, P Eng, has agreed to join Rodinia’s Board
          of Directors and oversee the Workman Creek project.  Mr. Thorsen has in
          excess of 40 years’ experience in base metal and uranium projects including as
          Project and then Senior Project geologist for SMDC (now Cameco) based in
          Saskatoon.  Prior to retirement from a 21 year career with Teck Cominco
          Ltd., Mr. Thorsen held several senior positions including a two year term
          as
          President of Teck Exploration Ltd.  In this position he was responsible for
          administration of 17 exploration offices and all field operations of the
          exploration department.  Mr. Thorsen is currently President of Thorsen
          Consulting Ltd. which offers services to the mining exploration industry,
          and
          serves as a member of the board of directors of several junior mining
          companies.  Rodinia is pleased to have Mr. Thorsen’s invaluable experience
          available to it for the Workman Creek project.
 
 38
 Ken
          Thorsen offers part-time services to the Company.
 
 Robert
          Pirooz
 
 Robert
          Pirooz, a new appointee, holds a law degree from the University of British
          Columbia and was called to the British Columbia Bar in 1990.  Mr. Pirooz
          has over 15 years of legal and business experience and is currently Chief
          Executive Officer of Regalito Copper Corp. and General Counsel of Pan American
          Silver Corp.  In addition, he is Chairman of Northern Peru Copper Corp and
          serves as a director of several companies listed on the TSX Venture
          Exchange.  Mr. Pirooz previously served as Vice-President and General
          Counsel for the BC Rail Group of companies.
 
 Robert
          Pirooz offers part-time services to the Company.
   **A.**  **Compensation.**
 **Executive Officers of the Company**
 (All figure in Canadian dollars)
 Name
                      and
                    Principal
                      Position
                  Year(1)
                  Annual
                      Compensation
                  Long
                      Term Compensation
                  All
                      other Compensa-tion
                    ($)Awards
                  PayoutsSalary
                      ($)
                  Bonus
                    ($)
                  Other
                      Annual Compensation
                    ($)
                  Securities
                      Under Option/ SAR's granted
                    (#)
                  Restricted
                      Shares or Restricted Share Units ($)
                  LTIP
                      Payouts
                    ($)Donald
                      Morrison President & CEO
                  2004
                      2003
                  Nil
                  Nil
                  
                  150,000
                  Nil
                  Nil
                  $1,0002002
                  Nil
                  Nil
                  
                  175,000
                  Nil
                  Nil
                  NilNil
                  Nil
                  
                  Nil
                  Nil
                  Nil
                  NilDonald
                      Mosher Acting CFO
                  2004
                      2003
                  Nil
                  Nil
                  $6,000
                  113,000
                  Nil
                  Nil
                  $1,0002002
                  N/A
                  N/A
                  N/A
                  N/A
                  N/A
                  N/A
                  N/AN/A
                  N/A
                  N/A
                  N/A
                  N/A
                  N/A
                  N/A
  **Summary
          Compensation Table**
  (1)
            Year
            ended December 31st
 
 39
 (2)
          The
          Company does not currently have a CFO. Mr. Mosher, a director of the Company,
          has performed the functions similar to that of a CFO since January 2004.
          The
          amounts shown as compensation to Donald Mosher relate to his management
          services
          and should not be interpreted as fees related to his services as Acting
          CFO.
 
 The
          table
          above contains information about the compensation paid to, or earned by
          (a) the
          Company’s chief executive officer (or an individual who acted in a similar
          capacity) (“CEO”); (b) the Company’s chief financial officer (or an individual
          who acted in a similar capacity) (“CFO”); (c) each of the three most highly
          compensated executive officers, other than the CEO and CFO, who were serving
          as
          executive officers as at December 31, 2004 and whose total salary and bonus
          exceeds $150,000 during the year ended December 31, 2004; and (d) any additional
          individuals for whom disclosure would have been provided under (c) except
          that
          the individual was not serving as an officer of the Company as of December
          31,
          2004 (together, the “Named Executive Officers”).
  Related
          Party Transactions
 
 During
          the fiscal year ended December 31, 2004, the Company was charged $35,500
          (2003 -
          $27,500) by a director of the Company for management fees; $6,000 (2003
          - Nil)
          by a director for consulting fees; $3,000 (2003 - Nil) by 3 directors for
          directors’ fees. In addition, the director charged the Company $10,000 (2003 - $
          9,600) for rent and telephone expenses, which should not be recorded as
          compensation. The transactions were recorded at the exchange
          amount.
 
 Amendment
 
 During
          the nine month period ended September 30, 2005, the Company was charged
          $40,050
          (2004 - $22,500) by a director of the Company for management fees; $31,000
          (2004
          - Nil) by a director for consulting fees; $5,500 (2004 - Nil) by 4 directors
          for
          directors’ fees; and deferred costs of $4,450 (2004 - Nil). In addition, the
          director charged the Company $5,000 (2004 - $7,250) for rent and telephone
          expenses, which should not be recorded as compensation. The transactions
          were
          recorded at the exchange amount.
 
 Long
          Term
          Incentive Plan (LTIP) Awards
  The
          Company does not have any long term incentive plans and, except as disclosed
          above, no remuneration payments were made, directly or indirectly, by the
          Company to its Named Executive Officers during the fiscal year ended December
          31, 2004.
  An
          LTIP
          is “any plan providing compensation intended to motivate performance over a
          period longer than one fiscal year but does not include option or stock
          appreciation rights plans or plans for compensation through shares or units
          that
          are subject to restrictions on resale”.
 
  **Option
          and Stock Appreciation Rights (SARs)**
  The
            Company has in place a stock option plan for the purpose of attracting
            and
            motivating directors, officers, employees and consultants of the Company
            and
            advancing the interests of the Company by affording such persons with
            the
            opportunity to acquire an equity interest in the Company through rights
            granted
            under the plan to purchase shares of the Company. See “Particulars of Other
            Matters to be Acted Upon - Ratification of Stock Option Plan” below for details
            relating to the Company’s existing stock option plan.
  ***Option/SAR
          Grants During the Most Recently Completed Financial Year***
  The
          following table (presented in accordance with the Rules) sets forth stock
          options granted during the most recently completed financial year to each
          of the
          Named Executive Officers.
   40
 
 Name
                Securities
                    Under Options/SAR's Granted
                  (#)
                %
                    of Total Options/SAR's Granted to in Fiscal Year
                Exercise
                    or Base Price(1)($/Security)
                Market
                    Value of Securities Underlying Options/SAR's on Date of Grant
                    ($/Security)
                Expiration
                    DateDonald
                    Morrison
                50,000
                    100,000
                12.89%
                    25.77%
                $0.30
                    $1.00
                $0.30
                    $1.00
                April
                    13, 2009 November 26**,**2006Donald
                    Mosher
                70,000
                    43,000
                18.04%
                    11.08%
                $0.30
                    $0.60
                $0.30
                    $0.60
                April
                    13, 2009 November 4, 2006
 (1) The
          exercise price of stock options is determined by the Board of Directors
          in
          accordance with TSX Venture Exchange policies.
  ***Aggregated
          Option/SAR Exercises During the Most Recently Completed Financial Year
          and
          Financial Year-End Option/SAR Values***
  During
          the Company’s completed financial year ended December 31, 2004, the following
          options were exercised by the Named Executive Officers:
  Name
                  (a)
                Securities
                    Acquired on Exercise (#)(1)(b)
                Aggregate
                    Value Realized ($)
                  (c)
                Unexercised
                    Options/SARs at financial year end (#)(2)Exercisable/ Unexercisable
                  (d)
                Value
                    of Unexercised in the-Money Options/SARs at Financial Year End
                    ($)(2)(3)Exercisable/ Unexercisable
                  (e)Donald
                    Morrison
                100,000
                $25,000
                225,000
                $240,750
 (1)
                    Number of common shares of the Company acquired on the exercise
                    of stock
                    options.
 (2)
                    As freestanding SARs have not been granted, the number of shares
                    shown is
                    related solely to stock options as at December 31, 2004.
 (3)
                    Value of unexercised-in-the-money options calculated using the
                    closing
                    price of common shares of the Company on the TSX on December
                    31, 2004 (the
                    Company’s financial year end) of $1.07 per share, less the exercise price
                    per share.
 
 ***Option
          and SAR Re-pricings***
  There
          were no re-pricings of stock options under the stock option plan or otherwise
          during the Company’s completed financial year ended December 31,
          2004.
  **Amendment**
  On
              September 21, 2005, 540,000 stock options were re-priced to $0.92,
              as follows:
   120,000
              options were re-priced from $1.00 to $0.92
   420,000
              options were re-priced from $1.25 to $0.92
  **Defined
          Benefit or Actuarial Plan**
  The
          Company does not have a defined benefit or actuarial plan.
  **Termination
          of Employment, Change in Responsibilities and Employment Contracts**
  Except
          as
          otherwise disclosed herein, there are no compensatory plans, contracts
          or
          arrangements in place with any Named Executive Officer resulting from the
          resignation, retirement or any other termination of employment of the Named
          Executive Officer with the Company or from a change in control of the Company
          or
          a change in the Named Executive Officer’s responsibilities following a change in
          control, where the value of such compensation, including periodic payments
          or
          installments, exceeds $100,000.
  **Compensation
          of Directors**
  The
          Company does not have any non-cash compensation plans for its directors
          and it
          does not propose to pay or distribute any non-cash compensation during
          the
          current financial year, other than the possible grant of incentive stock
          options.
   41
 Furthermore,
          other than as disclosed above in the Summary Compensation Table for the
          Named
          Executive Officers, no amount was paid to any director of the Company during
          the
          fiscal year ended December 31, 2004 for services as a consultant or expert,
          except for a $1,000 director’s fee paid to Walter Brooks.
  The
          following table sets forth information concerning individual grants of
          options
          to purchase securities of the Company made to the directors of the Company
          (excluding the Named Executive Officers), during the most recently completed
          financial year:
 
 Name
                Securities
                    Under Options/SAR's Granted
                  (#)
                %
                    of Total Options/SAR's Granted in Fiscal Year
                Exercise
                    or Base Price(1)($/Security)
                Market
                    Value of Securities Underlying Options/SAR's on Date of Grant
                    ($/Security)
                Expiration
                    DateWalter
                    Brooks
                25,000
                6.44%
                $0.30
                $0.30
                April
                    13, 2009Ken
                    Thorsen
                25,000
                    20,000
                6.44%
                    5.15%
                $0.60
                    $1.00
                $0.60
                    $1.00
                November
                    4, 2006 November 26, 2006
 (1)
          The
          exercise price of stock options is determined by the Board of Directors
          in
          accordance with TSX Venture Exchange policies.
  **C.** ***Board
          practices.***
 
 **Term
          of Office**
 Each
          director of the Company is elected annually and holds office until the
          next
          Annual General Meeting of the shareholders unless that person ceases to
          be a
          director before then.
 
 **Management
          Contracts**
 During
          the Company’s most recently completed financial year ended December 31, 2004,
          there were no management functions of the Company, which were to any substantial
          degree performed by a person other than a director or senior officer of
          the
          Company.
  **Audit
          Committee**
 
 *Mandate*
 The
          primary function of the audit committee (the “Committee”) is to assist the board
          of directors in fulfilling its financial oversight responsibilities by
          reviewing
          the financial reports and other financial information provided by the Company
          to
          regulatory authorities and shareholders, the Company’s systems of internal
          controls regarding finance and accounting and the Company’s auditing, accounting
          and financial reporting processes. Consistent with this function, the Committee
          will encourage continuous improvement of, and should foster adherence to,
          the
          Company’s policies, procedures and practices at all levels. The Committee’s
          primary duties and responsibilities are to (i) serve as an independent
          and
          objective party to monitor the Company’s financial reporting and internal
          control system and review the Company’s financial statements; (ii) review and
          appraise the performance of the Company’s external auditors; and (iii) provide
          an open avenue of communication among the Company’s auditors, financial and
          senior management and the board of directors.
 
 *Composition*
 The
          Committee shall be comprised of three directors as determined by the board
          of
          directors, the majority of whom shall be free from any relationship that,
          in the
          opinion of the board of directors, would interfere with the exercise of
          his or
          her independent judgment as a member of the Committee.
 
 At
          least
          one member of the Committee shall have accounting or related financial
          management expertise. All members of the Committee that are not financially
          literate will work towards becoming financially literate to obtain a working
          familiarity with basic finance and accounting practices. For the purposes
          of the
          Company’s Charter, the definition of “financially literate” is the ability to
          read and understand a set of financial statements that present a breadth
          and
          level of complexity of accounting issues that are generally comparable
          to the
          breadth and complexity of the issues that can presumably be expected to
          be
          raised by the Company’s financial statements.
  
 42
 The
          members of the Committee shall be elected by the board of directors at
          its first
          meeting following the annual shareholders’ meeting. Unless a Chair is elected by
          the full board of directors, the members of the Committee may designate
          a Chair
          by a majority vote of the full Committee membership.
 
 *Meetings*
 The
          Committee shall meet at least twice annually, or more frequently as
          circumstances dictate. As part of its job to foster open communication,
          the
          Committee will meet at least annually with the Chief Financial Officer
          and the
          external auditors in separate sessions.
 
 *Responsibilities
          and Duties*
 To
          fulfill its responsibilities and duties, the Committee shall:
  Documents/Reports
          Review
 (a)
                Review
                    and update this Charter annually.
 (b)
                Review
                    the Company’s financial statements, MD&A and any annual and interim
                    earnings, press releases before the Company publicly discloses
                    this
                    information and any reports or other financial information (including
                    quarterly financial statements), which are submitted to any governmental
                    body, or to the public, including any certification, report,
                    opinion or
                    review rendered by the external
                    auditors.
 
 Financial
          Reporting Processes
 (a)
                In
                    consultation with the external auditors, review with management
                    the
                    integrity of the Company’s financial reporting process, both internal and
                    external.
 (b)
                Consider
                    the external auditor’s judgments about the quality and appropriateness of
                    the Company’s accounting principles as applied in its financial reporting.
 (c)
                Consider
                    and approve, if appropriate, changes to the Company’s auditing and
                    accounting principles and practices as suggested by the external
                    auditors
                    and management.
 (d)
                Review
                    significant judgments made by management in the preparation of
                    the
                    financial statements and the view of the external auditors as
                    to
                    appropriateness of such judgments.
 (e)
                Following
                    completion of the annual audit, review separately with management
                    and the
                    external auditors any significant difficulties encountered during
                    the
                    course of the audit, including any restrictions on the scope
                    of work or
                    access to required information.
 (f)
                Review
                    any significant disagreement among management and the external
                    auditors in
                    connection with the preparation of the financial statements.
 (g)
                Review
                    with the external auditors and management the extent to which
                    changes and
                    improvements in financial or accounting practices have been implemented.
 (h)
                Review
                    any complaints or concerns about any questionable accounting,
                    internal
                    accounting controls or auditing matters.
 (i)
                Review
                    certification process.
 (j)
                Establish
                    a procedure for the confidential, anonymous submission by employees
                    of the
                    Company of concerns regarding questionable accounting or auditing
                    matters.
 
 Other
 Review
          any related party transactions.
 
 **Composition
          of the Audit Committee**
 
 The
            following are the members of the Committee:
   43
  Donald
                      Morrison
                  Not
                      independent*
                  Financially
                      literate*Donald
                      Mosher
                  Independent*
                  Financially
                      literate*Ken
                      Thorsen
                  Independent*
                  Financially
                      literate*Walter
                      E. Brooks(1)
                  Independent*
                  Financially
                      literate*
 
 
 ·
                As
                    defined by Multilateral Instrument 52-110,*Audit
                    Committees*(“MI 52-110”).
 ·
                As
                    at June 10, 2005, was not reappointed to the
                    board.
 
 
 **Audit
            Committee Oversight**
 
 At
          no
          time since the commencement of the Company’s most recently completed financial
          year was a recommendation of the Committee to nominate or compensate an
          external
          auditor not adopted by the board of directors of the Company.
 
 **Reliance
          on Certain Exemptions**
 
 At
          no
          time since the commencement of the Company’s most recently completely financial
          year has the Company relied on the exemption in section 2.4 of MI 52-110
          ( *De
          Minimis Non-audit Services* ),
          or an
          exemption from MI 52-110, in whole or in part, granted under Part 8 of
          MI
          52-110.
 
 **D.** ***Employees.***
 
 As
          of May
          31, 2005, the Company had no full-time or part-time employees. The Company
          primarily utilizes the services of consultants.
 
 **Directors:**
 Donald
          Morrison
 Donald
          Mosher
 Ken
          Thorsen
 Robert
          Pirooz
 
 Each
          Director acts as a consultant to the Company.
 
 Officers:
 Donald
          Morrison, President
 Jorge
          Avelino, Secretary*
 
 Rodinia’s
          President and Secretary each act as a consultant to the Company.
 
 Time
          required more than forty hours per month to adequately manage the affairs
          of the
          Company. Time per week spent on business:
 
 Mr.
          Donald Morrison (President) spends forty hours or more per week to adequately
          manage the affairs of the Company.
 
 Mr.
          Donald Mosher (Director) spends less per forty hours per week to adequately
          manage the affairs of the Company.
  
 44
  Mr.
          Ken
          Thorsen (Director) spends less per forty hours per week to adequately manage
          the
          affairs of the Company.
 
 Mr.
          Robert Pirooz (Director) spends less per forty hours per week to adequately
          manage the affairs of the Company.
 
 Mr.
          Jorge
          Avelino, (Secretary) spends forty hours or less per week to adequately
          manage
          the affairs of the Company.*
 
 *Amedment:
          As at January 01, 2006, Mr. Jorge Avelino no longer acts in the capacity
          of
          Secretary and officer for Rodinia Minerals.
 
 
 **E.** ***Share
          ownership.***
 
 See
          Item
          6B above.
 
 **Item
          7. Major Shareholders and Related Party Transactions**
 
 **A.** ***Major
          shareholders.***
 
 There
          are
          no major shareholders as defined as beneficial owners of 5% or more of
          the each
          class of the company’s voting securities
 
 **B.** ***Related
          party transactions.***
 
 **For
          the year ended December 31, 2004**
 During
          the year, the Company was charged $35,500 by a director of the Company
          for
          management fees; $6,000 by a director for consulting fees; $3,000 by 3
          directors
          for directors’ fees. In addition, the director charged the Company $10,000 for
          rent and telephone expenses. The transactions were recorded at the exchange
          amount. Included in accounts payable is $Nil payable to a director.
 
 **For
          the Year Ended December 31, 2003**
 During
            the year, the Company was charged $27,500 by a director of the Company
            for
            administrative, management and office services. In addition, the director
            charged the Company $9,600 for rent and office expenses. The transactions
            were
            recorded at the exchange amount. Included in accounts payable is $18,200
            payable
            to a director of the Company. During the year, the Company settled debt
            of
            $10,600 due to a director and $19,400 of debt to a company with common
            directors
            by issuing a total of 200,000 pre-rollback common shares at $0.15 per
            share.
 
 **For
          the Year Ended December 31, 2002**
 
 During
          the year, the Company was charged $52,000 by two directors of the Company
          for
          administrative, management and office services. During the year, the Company
          paid NIL for directors’ fees to a director. In all the above cases, the
          transactions were recorded at the exchange amount. Included in accounts
          payable
          is $32,950 payable to two directors of the Company. The Company settled
          the
          loans payable of $30,000 for 200,000 shares at $0.15. The Company settled
          an
          accounts payable of $10,600 due to a director for 70,667 shares at $0.15
          and
          $19,400 due to a company with common directors for 129,333 shares at $0.15.
          The
          shares were issued on April 9, 2003.
 
 **C.** ***Interests
          of experts and counsel.***
 
 No
          experts or counsel employed by the Company own shares in the
          Company.
 
 **Item
          8. Financial Information**
 
 **A.** ***Consolidated
          Statements and Other Financial Information.***
  
 45
 The
          audited financial statements for the Company for the fiscal years ending
          December 31, 2004, and 2003 form a material part of this Registration Statement. *See* Item
“19” herein below.
 
 **B.** ***Significant
          Changes.***
 
 There
          have not been any significant changes in the Company since the date of
          the most
          recent interim financial statements other than those disclosed in this
          Annual
          Report.
 
 **Item
          9. The Offer and Listing.**
 
 **A.** ***Offer
          and listing details.***
  (All
          figure in Canadian dollars)
 
 The
          following table indicates the annual high and low market prices for the
          five
          most recent financial years:
  **Year**
                  **Annual
                      High**
                  **Annual
                      Low**2005
                  $1.85
                  $0.462004
                  $1.49
                  $0.212003
                  $0.50
                  $0.012002
                  $0.07
                  $0.012001
                  $0.18
                  $0.022000
                  $0.37
                  $0.08
 
 The
            following table indicates the high and low market prices for each full
            financial
            quarter for the two most recent full financial years:
 
 **Quarter
                      Ended**
                  **High**
                  **Low**December
                      31, 2005
                  $1.44
                  $0.98September30,2005
                  $1.33
                  $0.60June31,2005
                  $0.84
                  $0.65March
                      2005
                  $1.70
                  $1.05December
                      31,, 2004
                  $1.49
                  $0.50September
                      30, 2004
                  $0.60
                  $0.28June
                      31, 2004
                  $0.38
                  $0.28March
                      31, 2004
                  $0.40
                  $0.21December
                      31, 2003
                  $0.50
                  $0.25September
                      30 , 2003
                  $0.27
                  $0.01June
                      31, 2003
                  $0.09
                  $0.01March
                      31, 2003
                  $0.07
                  $0.02
 
 The
            following table indicates the high and low market prices for the most
            recent six
            months:
 
 **Month**
                  **High**
                  **Low**December
                      2005
                  $1.44
                  $0.98November
                      2005
                  $1.14
                  $0.68October
                      2005
                  $1.20
                  $0.80September
                      2005
                  $1.33
                  $0.60August
                      2005
                  $0.72
                  $0.50July
                      2005
                  $0.78
                  $0.50June
                      2005
                  $0.84
                  $0.65May
                      2005
                  $0.87
                  $0.61April
                      2005
                  $1.20
                  $0.90March
                      2005
                  $1.70
                  $1.05February
                      2005
                  $1.85
                  $0.87January
                      2005
                  $1.20
                  $1.01December
                      2004
                  $1.49
                  $0.95November
                      2004
                  $1.20
                  $0.54
    46
 The
          Company has authorized 100,000,000 common equity shares with no par value.
          As of
          December 31, 2004 there were 5,541,995 shares issued and outstanding. The
          shares
          of the Company are listed on the TSX Venture Exchange.
 
 **B.** ***Plan
          of distribution.***
  Not
          Applicable
 
 **C.** ***Markets.***
 
 The
          Company’s shares are traded on the TSX Venture Exchange (the “ *TSX-V* ”).
 
 **D.** ***Selling
          shareholders***
 
 Not
          Applicable
 
 **E.** ***Dilution.***
  Not
          Applicable
 
 **F.** ***Expenses
          of the issue.***
  Not
          Applicable
 
 
 **Item
          10. Additional Information.**
 
 **A.** ***Share
          capital.***
  (All
            figure in Canadian dollars)
 
 Changes
          in capital stock during the years ended December 31, 2004 and 2003 were
          as
          follows:
   2004
                2003
 Number
                    of
                  Shares
                
                
                Amount
                
                
                Number
                    of
                  Shares
                
                
                AmountBalance,
                  beginning of year
                
                
                3,683,595
                
                $
                $
                  12,793,357
                
                
                13,017,975
                
                $
                12,613,357Issued
                    during the year:-
                  debt settlement
                
                
                
                
                
                
                
                
                400,000
                
                
                60,0004713,417,975
                
                
                12,673,357-
                  1:5 share rollback
                
                
                
                
                
                
                
                
                (10,734,380
                )For
                  cash-
                  Private Placement @ $0.18
                
                
                800,000
                
                
                144,000
                
                
                1,000,000
                
                
                120,000-
                  Private Placement @ $0.25
                
                
                824,000
                
                
                206,000-
                  Finders’ fee
                
                
                64,400-Options
                  exercised @ $0.25
                
                
                120,000
                
                
                30,000-
                  Warrants exercised @ $0.12
                
                
                50,000
                
                
                6,000Balance
                  at end of year
                
                
                5,541,995
                
                $
                $
                  13,179,357
                
                
                3,683,595
                
                $
                $
                  12,793,357
  Amendment
 
 -
          Changes
          in capital stock during the periods ended March 31, 2005 were as
          follows:
 
 **2005**
 ****
                ****
                **Number
                    of Shares**
                ****
                **Amount**Balance,
                  beginning of year
                
                
                5,541,995
                
                $
                13,179,357Issued
                    during the year:-
                  Warrants exercised @ $0.15
                
                
                950,000
                
                
                142,500-
                    Private Placement @ $0.18-
                    Private Placement @ $0.25-
                  Private Placement @ $0.65
                
                
                2,000,000
                
                
                1,300,000-
                  Finders’ fee
                
                
                
                
                
                180,000-
                  Legal fees &
                  expenses
                
                
                
                
                
                (13,615
                )-
                  Loan conversion @ $0.30
                
                
                506,000
                
                
                151,800-
                  Value of conversion feature
                
                
                
                
                
                (16,265
                )-
                  Deemed interest on conversion
                
                
                
                
                
                6,283-
                  Finders’ fee
                
                
                46,750
                
                
                14,025-
                  Bonus shares
                
                
                
                
                
                17,857-
                  Options exercised @ $0.25
                
                
                18,360
                
                
                4,590-
                  Agent’s options exercised @ $0.65
                
                
                26,184
                
                
                17,020-
                  Warrants exercised @ $0.15
                
                
                950,000
                
                
                142,500-
                  Warrants exercised @ $0.23
                
                
                925,216
                
                
                212,800-
                  Warrants exercised @ $0.12
                
                
                33,500
                
                
                10,050-
                  Warrants exercised @ $0.30
                
                
                519,250
                
                
                155,775-
                  Warrants exercised @ $0.35
                
                
                888,400
                
                
                310,940-
                  Warrants exercised @ $0.23
                
                
                925,216
                
                
                212,800Balance
                  at end of year
                
                
                11,605,112
                
                $
                15,475,260
 
 
 
 
 During
                    the year, the Company issued 800,000 units at a price of $0.18
                    per unit.
                    Each unit consists of one common share and one common share purchase
                    warrant entitling the holder to purchase an additional common
                    share at a
                    price of $0.23 per share for a period of one year. Subsequent
                    to the year
                    end, 200,000 of these warrants were exercised.
 
 During
                    the year, the Company issued 824,000 units at a price of $0.25
                    per unit.
                    Each unit consists of one common share and one common share purchase
                    warrant entitling the holder to purchase an additional common
                    share at a
                    price of $0.35 per share for a period of one year.
   
 47
   During the year, the Company engaged
                          Haywood Securities
                          Inc. (“Haywood”) to conduct a private placement of 2,000,000 units at
                          a
                          price of $0.65 per unit. Each unit (a “Unit”) will consist of one common
                          share of the Company and one-half share purchase warrant.
                          Each full
                          warrant will entitle the holder to purchase one additional
                          common share of
                          the Company at a price per common share of $0.80 in the
                          first year and
                          $0.90 in the second year. Haywood will receive a commission
                          equal to 7.5%
                          of the proceeds of the offering, payable in cash or Units.
                          Haywood will
                          also receive warrants (the “Agent’s Warrants”) equal to 10% of the number
                          of Units sold under the offering, each Agent’s Warrant being convertible
                          into one Unit at a price of $0.65, and a corporate finance
                          fee of 30,000
                          Units for services rendered in connection with the offering.
 During
                    the prior year, the Company completed a private placement of
                    1 million
                    shares and 1 million share purchase warrants. Each share purchase
                    warrant
                    entitles the holder to purchase an additional common share for
                    $0.12 if
                    exercised on or before September 8, 2004 and $0.15 per share
                    thereafter up
                    to and including September 8, 2005. During the year, 50,000 of
                    those
                    warrants were exercised for proceeds of $6,000. Subsequent to
                    the year
                    end, an additional 200,000 warrants were exercised for proceeds
                    of
                    $30,000.
 
 **Stock
          Option Plan**
 
 The
          shareholders have approved a Stock Option Plan (the “Plan”) that provides for
          the issuance of up to 10% of the Company’s issued and outstanding shares to
          eligible employees, directors and services providers of the Company and
          its
          subsidiaries. The Plan authorizes the granting of options to purchase shares
          of
          the Company’s common stock at an option price equal to or greater than the
          closing price of the shares on the day preceding the award date. The options
          generally partially vest with the recipient at the time of granting, and
          have a
          maximum term of 5 years. As at March 31, 2005, all options were fully
          vested.
  
 The
          shareholders have approved a Stock Option Plan (the “Plan”) that provides for
          the issuance of up to 10% of the Company’s issued and outstanding shares to
          eligible employees, directors and services providers of the Company and
          its
          subsidiaries. The Plan authorizes the granting of options to purchase shares
          of
          the Company’s common stock at an option price equal to or greater than the
          closing price of the shares on the day preceding the award date. The options
          generally partially vest with the recipient at the time of granting, and
          have a
          maximum term of 5 years. As at December 31, 2004, all options were fully
          vested.
 
 **Amendment**  **of
          Stock Option Plan**
 
 On
          Friday, June 10, 2005, at Rodinia’s annual general meeting, shareholders
          approved a new plan which provides for a fixed 20% of the Company’s issued and
          outstanding share capital to be set aside for incentive stock options.
          The new
          plan is subject to TSX acceptance.
  
 During
          the years ended December 31, 2004 and 2003, stock options were granted,
          exercised and expired/cancelled as follows:
   **2004**
                **2003**
 ****
                
                ****
                **Number**
                  **of  Options**
                ****
                **Weighted
                    Average Price**
                ****
                **Number**
                  **of  Options**
                ****
                **Weighted
                    Average Price**Balance
                  - beginning of year
                
                
                
                273,360
                
                $
                0.25
                
                
                180,800
                
                $
                0.75Granted
                
                
                
                175,000
                
                $
                0.30
                
                
                273,360
                
                $
                0.2593,000
                
                $
                0.60120,000
                
                $
                1.00Exercised/expired
                
                
                
                (120,000)
                )
                $
                $0.25
                
                
                (180,800)
                )
                $
                0.75541,360
                
                $
                $0.49
                
                
                273,360
                
                $
                0.25
   
 48
 The
          number of options and the weighted average exercise price of options issued
          prior to 2003 have been adjusted to reflect the 1:5 rollback of shares.
 
 During
          the year ended December 31, 2004, the Company granted 388,000 stock options
          to
          directors and consultants. The fair value of these options have been estimated
          using the Black-Scholes option pricing model using a risk-free interest
          rate of
          2.0%, an expected life of 2-5 years, an imputed dividend yield of 0%, and
          a
          volatility assumption as indicated below:
 
 Number of
                    Options
                
                
                Exercise
                    Price
                
                Grant
                    Date
                
                
                Value
                    per share
                
                
                Total
                    Value
                Volatility Assumption175,000
                
                $
                0.30
                
                April
                    13, 2004
                
                $
                0.29
                
                $
                50,750
                134
                %96,000
                
                $
                0.60
                
                November
                    5, 2004
                
                $
                0.68
                
                
                63,420
                94
                %120,000
                
                $
                1.00
                
                November
                    29, 2004
                
                $
                0.58
                
                
                69,600
                100
                %$
                183,770
   During
          spring of 2005, the Company, pursuant to TSX Venture Exchange policies
          and the
          Company’s Stock Option Plan, an aggregate of 420,000 shares was granted as
          incentive stock options to directors and key employees at an exercise price
          of
          $1.25 per share. The options are exercisable for a period of two years,
          ending
          on March 20, 2007, and are subject to the requirements of the TSX Venture
          Exchange.
 
 **Stock
          Options**
 
 During
          the periods ended September 30, 2005 and 2004, stock options were granted,
          exercised and expired/cancelled as follows:
  **2005**
                  **2004**
 **Number of
                    options**
                ****
                ****
                **Weighted
                    Average
                    Price**
                **Number
                    os Options**
                ****
                ****
                **Weighted
                    Average
                    Price**Balance - beginning of year
                541,360
                
                $
                0.49
                273,360
                
                $
                0.25Granted
                820,000
                
                $
                0.81
                175,000
                
                $
                0.3093,000
                
                $
                0.60120,000
                
                $
                1.00Exercised/expired
                (18,360
                )
                $
                0.25
                (120,000
                )
                $
                0.251,343,000
                
                
                0.69
                541,360
                
                $
                0.49
 
 
 
 On
          September 21, 2005, the Company amended the exercise price of 540,000 stock
          options from $1.25 to $0.92.
 
 During
          the period, the Company granted 820,000 stock options to directors and
          consultants. The fair value of these options have been estimated using
          the
          Black-Scholes option pricing model using a risk-free interest rate of 2.0%,
          an
          expected life of 2 years, an imputed dividend yield of 0%, and a volatility
          assumption as indicated below:
   Number of
                      Options
                  
                  
                  Exercise
                      Price
                  
                  Grant
                      Date
                  
                  
                  Value
                      per share
                  
                  
                  Total
                      Value
                  Volatility Assumption175,000
                  
                  $
                  0.30
                  
                  April
                      13, 2004
                  
                  $
                  0.29
                  
                  $
                  50,750
                  134
                  %96,000
                  
                  $
                  0.60
                  
                  November
                      5, 2004
                  
                  $
                  0.68
                  
                  
                  63,420
                  94
                  %120,000
                  
                  $
                  1.00
                  
                  November
                      29, 2004
                  
                  $
                  0.58
                  
                  
                  69,600
                  100
                  %$
                  183,770
 
  49
  Number of
                      Options
                  
                  
                  Exercise
                      Price
                  
                  Grant
                      Date
                  
                  
                  Value
                      per share
                  
                  
                  Total
                      Value
                  
                  Volatility Assumption420,000
                  
                  $
                  1.25
                  
                  31-Mar-05
                  
                  $
                  0.69
                  
                  $
                  289,800
                  
                  69
                  %400,000
                  
                  $
                  0.70
                  
                  01-Sept-05
                  
                  $
                  0.26
                  
                  
                  104,000
                  *
                  62
                  %$
                  393,800
 
 *
          Based
          on the vesting policy, only 25% of the fair value ($26,000) of the 400,000
          options granted
          on September 1, 2005 has been charged to expenses.
 
 
 **Share
          Purchase Warrants**
 
 During
          the periods ended December 31, 2004 and 2003, warrants were granted, exercised
          and expired/cancelled
          as follows:
 **2004**
                    **2003**
 **Number of
                      options**
                  ****
                  ****
                  **Weighted
                      Average
                      Price**
                  **Number
                      os Options**
                  ****
                  ****
                  **Weighted
                      Average
                      Price**Balance - beginning of year
                  1,000,000
                  
                  $
                  0.15
                  150,000
                  
                  $
                  3.33Granted
                  925,216
                  
                  $
                  0.23
                  100,000,000
                  
                  $
                  0.15888,400
                  
                  $
                  0.35
                  
                  
                  $Exercised/expired
                  (50,000
                  )
                  $
                  0.15
                  (150,000
                  )
                  $
                  3.332,763,616
                  
                  $
                  0.49
                  273,360
                  
                  $
                  0.25
  
 Share
          Purchase Warrants, continued:
 
 During
          the periods ended September 30, 2005 and 2004, warrants were granted, exercised
          and expired/cancelled
          as follows:
   **2005**
                    **2004**
 **Number of
                      options**
                  ****
                  ****
                  **Weighted
                      Average
                      Price**
                  **Number
                      os Options**
                  ****
                  ****
                  **Weighted
                      Average
                      Price**Balance
                    - beginning of year
                  2,763,616
                  
                  $
                  0.24
                  950,000
                  
                  $
                  0.15Granted
                  552,750
                  
                  $
                  0.30
                  1,813,616
                  
                  $
                  0.291,090,000
                  
                  $
                  0.80
                  
                  
                  $Agents’
                    option
                  299,999
                  
                  $
                  0.65
                  (150,000
                  )
                  $
                  3.33Exercised/expired
                  (3,342,550
                  )
                  $
                  0.251,363,815
                  
                  $
                  0.78
                  2,763,616
                  
                  $
                  0.24
 
 
 
 **Contributed
          Surplus**
    **2004**
                
                ****
                **2005**Opening
                  balance
                
                $
                73,857
                
                $
                -Loan
                  conversion
                
                
                16,265
                
                
                -Employee
                  and director stock
                  options
                
                
                183,770
                
                
                73,857Closing
                  balance
                
                $
                273,892
                
                $
                73,857
   
 50
 As
          of
          December 31, 2004, the Company has outstanding loans ($151,800 - accepted
          by the
          TSX on October 19, 2004) that are for a one-year term, unsecured and
          non-interest bearing. The lenders have the right to convert their loans
          into
          units at a deemed value of $0.30 per unit on the earlier of March 17, 2005
          or
          the Company graduating to Tier-2 of the TSX Venture Exchange. Each unit
          consists
          of one common share of the Company and one non-transferable share purchase
          warrant entitling the holder to purchase an additional share of the Company
          at
          an exercise price of $0.30 per share for a period of one year from the
          date of
          the loan. A finder’s fee of 46,750 shares valued at $14,025 is payable with
          respect to this transaction. As of December 31, 2004, $16,265 of the loan
          was
          classified as contributed surplus to recognize the value of the conversion
          feature of the loans.
 
 **B.** ***Memorandum
          and articles of association.***
 
 With
          respect to a director’s power to vote on a proposal, arrangement or contract in
          which the director is materially interested the Company’s Articles state as
          follows:
 
 **17.2
          Restrictions on Voting by Reason of Interest**
 
 A
          director who holds a disclosable interest in a contract or transaction
          into
          which the Company has entered is not entitled to vote on any directors’
resolution to approve that contract or transaction, unless all of the directors
          have a disclosable interest in that contract or transaction, in which case
          any
          or all of those directors may vote on such resolution.
 
 With
          respect to the directors’ power, in the absence of an independent quorum, to
          vote compensation to themselves or any members of their body the Company’s
          Articles state as follows:
 
 **13.5
          Remuneration of Directors**
 
 The
          remuneration of Directors shall be determined by a resolution of the General
          Meeting of Shareholders. That
          remuneration may be in addition to any salary or other remuneration paid
          to any
          officer or employee of the Company as such, who is also a director. If
          the
          directors so decide, the remuneration of the directors may be changed.
          Any
          changes to the remuneration of the directors will be determined by the
          shareholders and decided by a vote that takes place at the annual general
          meeting.
 
 
 With
          respect to borrowing powers exercisable by the directors and how such borrowing
          powers can be varied the Company’s Articles state as follows:
 
 **8.
          BORROWING POWERS**
 
 The
          Company, if authorized by the directors may:
 
 (1)
                borrow
                    money in the manner and amount, on the security, from the sources
                    on the
                    terms and condition that they consider
                    appropriate;
 (2)
                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 at such discounts or premiums and on such other terms
                    as they
                    consider appropriate;
 (3)
                guarantee
                    the repayment of money by any other person or the performance
                    of any
                    obligation of any other person; and
 (4)
                mortgage,
                    charge, whether by the way of specific or floating charge, grant
                    a
                    security interest in, or give other security on, the whole or
                    any part of
                    the present and future assets and undertaking of the
                    Company.
   
 51
 Any
          bonds
          or debentures or other debt obligations of the Company may be issued at
          a
          discount, premium or otherwise, and with any special privileges as to
          redemption, surrender, drawings, allotment of or conversion into or exchange
          for
          shares or other securities, attending and voting at general meetings of
          the
          Company, appointment of directors or otherwise and may by their terms be
          assignable free from any equities between the Company and the person to
          whom
          they were issued or any subsequent holder thereof, all as the directors
          may
          determine.
 
 The
          Company’s Articles do not set an age limit requirement with respect to the
          retirement or non-retirement of directors.
 
 With
          respect to the number of shares, if any, required for director’s qualification
          the Company’s Articles state as follows:
 
 **13.4
          Qualifications of Directors**
 
 A
          director is not required to hold a share in the capital of the Company
          as the
          qualification for his or her office but must be qualified as required by
          the *Business
          Corporations Act* to
          become, act or continue to act as a director.
 
 **C.** ***Material
          Contracts.***
 
 **Lucky
          Boy Uranium Project agreement with Golden Patriot, Corp.**
 
 The
          Company was granted an option by Golden Patriot, Corp., a Nevada based
          company
          (“Golden Patriot”), to acquire up to a 40% interest in the Lucky Boy Uranium
          Project once Golden Patriot has earned into the Project. The Lucky Boy
          Uranium
          Project consists of 14 BLM claims and an 80-acre State Lease contiguous
          to the
          claims, located in Gila County, Arizona.
  The
          Company can exercise its back-in right in respect of the Lucky Boy Uranium
          Project at any time after an aggregate US$500,000 has been spent on the
          Project
          and Golden Patriot has thereby earned a 60% interest in it, and until 30
          days
          after the Company receives notice that an aggregate US$1,000,000 has been
          spent
          on the Project and Golden Patriot has thereby earned its100% interest.
          Golden
          Patriot’s interest in the Lucky Boy Uranium Project is subject to a 3% Yellow
          Cake Royalty.
 
 **October
          26, 2004 Letter of Intent with Cooper Minerals Inc** **.**
 
 On
          October 26, 2004 the Company entered into a Letter of Intent with Cooper
          Minerals, Inc. (“Cooper”) with the intention to enter into a formal option
          agreement which will provide for the acquisition by the Company, through
          its
          wholly owned subsidiary, Donnybrook Platinum Resources Inc, a Wyoming
          corporation (“DPRI), of a 100% interest in the Workman Creek Uranium Property.
          The Company has been granted the sole and exclusive irrevocable right and
          option
          to acquire, through DPRI, a 100% interest in and to the claims, subject
          only to
          a 3% NSR, and in and to the data all on the terms and subject to the conditions
          set forth. To exercise the Option, the following cash payments must be
          made at
          the times specified:
 
 1.
                On
                    execution of the Letter of Intent (LoI), $42,500 to Cooper (paid);
 
 2.
                On
                    the earlier of (1) 60 days after the date of the LoI and (2)
                    5 business
                    days after the acceptance by the TSXV of the Claims as a “Tier 1
                    Property”, $42,500 to Cooper, as reimbursement of the balance of expenses
                    (paid after year end);
   
 52
 3.
                On
                    the “Closing Date”, $50,000 to Cooper;
 
 4.
                The
                    funds necessary to initiate the preparatory work to carry out
                    the first
                    phase of the exploration program recommended in the Report must
                    be
                    advanced to Cooper upon receipt by the Company of an acceptable
                    budget
                    with respect to such preparatory work, and the balance of funds
                    necessary
                    to carry out the first phase of such exploration program (currently
                    estimated to be $200,000) must be advanced to Cooper within 5
                    business
                    days of receipt by the Company of copies of all permits required
                    to permit
                    the balance of such first phase to be carried out;
 
 5.
                An
                    aggregate US$2,000,000 in expenditures in connection with maintaining,
                    exploring, developing or equipping any one or more of the Claims
                    (or any
                    additional properties covered by section 6 of the QD&RRI (“Additional
                    Properties”)) for commercial production must be incurred as follows:
 
 i.
                on
                    or before the first anniversary of the date of this LoI, not
                    less than an
                    aggregate US$350,000;
 ii.
                on
                    or before the second anniversary of the date of this LoI, not
                    less than an
                    aggregate US$850,000;
 iii.
                on
                    or before the third anniversary of the date of this LoI, not
                    less than an
                    aggregate US$1,400,000;
 iv.
                on
                    or before the fourth anniversary of the date of this LoI, not
                    less than an
                    aggregate US$2,000,000;
  provided,
          that, until the earlier of (1) a minimum aggregate US$1 million of such
          expenditures has been incurred in respect of the Claims and (2) a bankable
          feasibility study has been received in respect of the Claims, such expenditures
          will only be incurred in respect of the Claims;
 
 6.
                On
                    the Closing Date, 2,500,000 of the Company’s Common Shares must be issued
                    to the direction of Cooper;
  7.
                On
                    the Closing Date, the Company must accept the subscription (at
                    a
                    subscription price of $10), by way of private placement subscription
                    agreement in standard form executed by the “Vendors”, for, and issue to
                    the “Vendors”, non-transferable share purchase warrants (the “Warrants”)
                    entitling the purchase by each of the two “Vendors” of 750,000 Common
                    Shares of the Company at a price per share equal to the greater
                    of (1)
                    $0.01 in excess of the closing price of the Company’s shares on the TSXV
                    on the day prior to the announcement of a “Transaction” (as that term is
                    defined in the Underlying Agreement), and (2) the price of any
                    financing
                    completed by the Company concurrently with the Transaction, exercisable
                    for a period of 5 years from the Closing Date; and
 
 8.
                On
                    the Closing Date, all of Cooper’s obligation under the Underlying
                    Agreement, including, without limitation, the obligation to make
                    Advance
                    Royalty Payments under the QD&RRI, must be assumed.
 
 The
          closing date will occur 5 business days after the last of the 3 following
          dates:
  i.
                Receipt
                    of TSX Venture Exchange (”TSVX”) acceptance for filing of the Company’s
                    graduation to Tier 1 on the TSVX;
 ii.
                Receipt
                    of discretionary order of the BC Securities Commission permitting
                    the
                    issuance of the Company’s shares to the directors of Cooper in
                    circumstances where the claims are being acquired by DPRI;
 iii.
                Receipt
                    of TSVX acceptance for filing of the claims as a “Tier 1 property”.
    53
 The
          Company has also agreed to a finder’s fee of up to 227,917 common shares in
          respect to this transaction if it closes.
  **D.** ***Exchange
          controls.***
 
 The
          following disclosure addresses provisions of the Investment Canada Act
          (the
“ICA”), enacted on June 20, 1985, that are material to an investment in the
          Company.
 
 Canada
          has no system of exchange controls.  There are no exchange restrictions on
          borrowing from foreign countries nor on the remittance of dividends, interest,
          royalties and similar payments, management fees, loan repayments, settlement
          of
          trade debts or the repatriation of capital.
 
 The
          ICA
          requires prior notification to the Government of Canada on the “acquisition of
          control” of Canadian businesses by non-Canadians, as defined in the ICA.
 Certain acquisitions of control, discussed below, are reviewed by the
          Government of Canada.  The term “acquisition of control” is defined as any
          one or more non-Canadian persons acquiring all or substantially all of
          the
          assets used in the Canadian business, or the acquisition of the voting
          shares of
          a Canadian corporation carrying on the Canadian business or the acquisition
          of
          the voting interests of an entity controlling or carrying on the Canadian
          business.  The acquisition of the majority of the outstanding shares is
          deemed to be an “acquisition of control” of a corporation.  The acquisition
          of less than a majority, but one-third or more, of the voting shares of
          a
          corporation is presumed to be an “acquisition of control” of a corporation
          unless it can be established that the purchaser will not control the
          corporation.
 
 Investments
          requiring notification and review are all direct acquisitions of Canadian
          businesses with assets of $5,000,000 or more (subject to the comments below
          on
          WTO investors), and all indirect acquisitions of Canadian businesses (subject
          to
          the comments below on WTO investors) with assets of more than $50,000,000
          or
          with assets of between $5,000,000 and $50,000,000 which represent more
          than 50%
          of the value of the total international transaction. In addition, specific
          acquisitions or new businesses in designated types of business activities
          related to Canada’s cultural heritage or national identity could be reviewed if
          the Government of Canada considers that it is in the public interest to
          do
          so.
 
 The
          ICA
          was amended with the implementation of the Agreement establishing the World
          Trade Organization (“WTO”) to provide for special review thresholds for “WTO
          investors”, as defined in the ICA.  “WTO investor” generally
          means:
 
 (a)
                an
                    individual, other than a Canadian, who is a national of a WTO
                    member (such
                    as, for example, the United States), or who has the right of
                    permanent
                    residence in relation to that WTO
                    member;
 (b)
                governments
                    of WTO members; and
 (c)
                entities
                    that are not Canadian controlled, but which are WTO investor
                    controlled,
                    as determined by rules specified in the
                    ICA.
 
 The
          special review thresholds for WTO investors do not apply, and the general
          rules
          described above do apply, to the acquisition of control of certain types
          of
          businesses specified in the ICA, including a business that is a “cultural
          business”.  If the WTO investor rules apply, an investment in the shares of
          the Corporation by or from a WTO investor will be reviewable only if it
          is an
          investment to acquire control of the Corporation and the value of the assets
          of
          the Corporation is equal to or greater than a specified amount (the “WTO Review
          Threshold”).  The WTO Review Threshold is adjusted annually by a formula
          relating to increases in the nominal gross domestic product of Canada.
 For
          2005, the WTO Review Threshold was determined to be $250,000,000.
 
 54
 If
            any
            non-Canadian, whether or not a WTO investor, acquires control of the
            Corporation
            by the acquisition of shares, but the transaction is not reviewable as
            described
            above, the non-Canadian is required to notify the Canadian government
            and to
            provide certain basic information relating to the investment.  A
            non-Canadian, whether or not a WTO investor, is also required to provide
            a
            notice to the government on the establishment of a new Canadian business.
             If the business of the Corporation is then a prescribed type of business
            activity related to Canada’s cultural heritage or national identity, and if the
            Canadian government considers it to be in the public interest to do so,
            then the
            Canadian government may give a notice in writing within 21 days requiring
            the
            investment to be reviewed.
 
 For
            non-Canadians (other than WTO investors), an indirect acquisition of
            control, by
            the acquisition of voting interests of an entity that directly or indirectly
            controls the Corporation, is reviewable if the value of the assets of
            the
            Corporation is then $50,000,000 or more.  If the WTO investor rules apply,
            then this requirement does not apply to a WTO investor, or to a person
            acquiring
            the entity from a WTO investor.  Special rules specified in the ICA apply
            if the value of the assets of the Corporation is more than 50% of the
            value of
            the entity so acquired.  By these special rules, if the non-Canadian
            (whether or not a WTO investor) is acquiring control of an entity that
            directly
            or indirectly controls the Corporation, and the value of the assets of
            the
            Corporation and all other entities carrying on business in Canada, calculated
            in
            the manner provided in the ICA and the regulations under the ICA, is
            more than
            50% of the value, calculated in the manner provided in the ICA and the
            regulations under the ICA, of the assets of all entities, the control
            of which
            is acquired, directly or indirectly, in the transaction of which the
            acquisition
            of control of the Corporation forms a part, then the thresholds for a
            direct
            acquisition of control as discussed above will apply, that is, a WTO
            Review
            Threshold of $250,000,000 (in 2005) for a WTO investor or a threshold
            of
            $5,000,000 for a non-Canadian other than a WTO investor.  If the value
            exceeds that level, then the transaction must be reviewed in the same
            manner as
            a direct acquisition of control by the purchase of shares of the
            Corporation.
 
 If
            an
            investment is reviewable, an application for review in the form prescribed
            by
            the regulations is normally required to be filed with the Director appointed
            under the ICA (the “Director”) prior to the investment taking place and the
            investment may not be consummated until the review has been completed.
             There are, however, certain exceptions.  Applications concerning
            indirect acquisitions may be filed up to 30 days after the investment
            is
            consummated and applications concerning reviewable investments in
            culture-sensitive sectors are required upon receipt of a notice for review.
             In addition, the Minister (a person designated as such under the ICA)
            may
            permit an investment to be consummated prior to completion of the review,
            if he
            is satisfied that delay would cause undue hardship to the acquiror or
            jeopardize
            the operations of the Canadian business that is being acquired.  The
            Director will submit the application to the Minister, together with any
            other
            information or written undertakings given by the acquiror and any representation
            submitted to the Director by a province that is likely to be significantly
            affected by the investment.
 
 The
            Minister will then determine whether the investment is likely to be of
            net
            benefit to Canada, taking into account the information provided and having
            regard to certain factors of assessment where they are relevant.  Some of
            the factors to be considered are:
 
 (a)
                  the
                      effect of the investment on the level and nature of economic
                      activity in
                      Canada, including the effect on employment, on resource processing,
                      and on
                      the utilization of parts, components and services produced
                      in
                      Canada;
 (b)
                  the
                      effect of the investment on exports from
                      Canada;
 (c)
                  the
                      degree and significance of participation by Canadians in the
                      Canadian
                      business and in any industry in Canada of which it forms a
                      part;
 (d)
                  the
                      effect of the investment on productivity, industrial efficiency,
                      technological development, product innovation and product variety
                      in
                      Canada;
 (e)
                  the
                      effect of the investment on competition within any industry
                      or industries
                      in Canada;
 (f)
                  the
                      compatibility of the investment with national industrial, economic
                      and
                      cultural policies;
 (g)
                  the
                      compatibility of the investment with national industrial, economic
                      and
                      cultural policies taking into consideration industrial, economic
                      and
                      cultural objectives enunciated by the government or legislature
                      of any
                      province likely to be significantly affected by the investment;
                      and
 (h)
                  the
                      contribution of the investment to Canada’s ability to compete in world
                      markets.
   
 55
 To
            ensure
            prompt review, the ICA sets certain time limits for the Director and
            the
            Minister. Within 45 days after a completed application has been received,
            the
            Minister must notify the acquirer that he is satisfied that the investment
            is
            likely to be of net benefit to Canada, or that he is unable to complete
            his
            review, in which case he shall have 30 additional days to complete his
            review
            (unless the acquirer agrees to a longer period), or he is not satisfied
            that the
            investment is likely to be of net benefit to Canada.
 
 Where
            the
            Minister has advised the acquirer that he is not satisfied that the investment
            is likely to be of net benefit to Canada, the acquirer has the right
            to make
            representations and submit undertakings within 30 days of the date of
            the notice
            (or any further period that is agreed upon between the acquirer and the
            Minister).  On the expiration of the 30 day period (or the agreed
            extension), the Minister must quickly notify the acquirer that he is
            now
            satisfied that the investment is likely to be of net benefit to Canada
            or that
            he is not satisfied that the investment is likely to be of net benefit
            to
            Canada.  In the latter case, the acquirer may not proceed with the
            investment or, if the investment has already been consummated, must divest
            itself of control of the Canadian business.
 
 The
            ICA
            provides civil remedies for non-compliance with any provision.  There are
            also criminal penalties for breach of confidentiality or providing false
            information.
 
 Except
            as
            provided in the ICA, there are no limitations under the laws of Canada,
            the
            Province of British Columbia or in any constituent documents of the Corporation
            on the right of non-Canadians to hold or vote the common shares of the
            Corporation.
 
 The
            ICA
            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.***
 
 The
            following paragraphs set forth United States and Canadian income tax
            considerations about the ownership of shares of the Company. There may
            be
            relevant state, provincial or local income tax considerations, which
            are not
            discussed.
 
 UNITED
            STATES FEDERAL INCOME TAX CONSEQUENCES
 
 The
            following is a discussion of possible United States federal income tax
            consequences, under current law applicable to a U.S. Holder (as defined
            below)
            of shares of the Company. This discussion does not address consequences
            peculiar
            to persons subject to special provisions of federal income tax law, such
            as
            those described below as excluded from the definition of a U.S. Holder.
            In
            addition, this discussion does not cover any state, local or foreign
            tax
            consequences. (See "Taxation -- Canadian Federal Tax Considerations"
            below)
 
 
 The
              following discussion 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
              and which
              are subject to differing interpretations.  This discussion does not
              consider the potential effects, both adverse and beneficial, of any
              proposed
              legislation which, if enacted, could be applied, possibly on a retroactive
              basis, at any time. This discussion is for general information only
              and it is
              not intended to be, nor should it be construed to be, legal or tax
              advice to any
              holder or prospective holder of common shares of the Company and no
              opinion or
              representation with respect to the United States federal income tax
              consequences
              to any such holder or perspective holder is made.  Accordingly, holders and
              prospective holders of common shares of the Company are urged to consult
              their
              own tax advisors about the federal, state, local and foreign tax consequences
              of
              purchasing, owning and disposing of common shares of the
              Company.
   56
 ***U.S.
            Holders***
  As
            used
            herein, a “U.S. Holder” means a holder of common shares of the Company who is
            (i) a citizen or individual resident of the United States, (ii) a Company
            or
            partnership created or organized in or under the laws of the United States
            or of
            any political subdivision thereof, (iii) an estate whose income is taxable
            in
            the United states irrespective of source or (iv) a trust subject to the
            primary
            supervision of a court within the United States and control of a United
            States
            fiduciary as described Section 7701(a)(30) of the Code.  This summary does
            not address the tax consequences to, and U.S. Holder does not include,
            persons
            subject to specific provisions of federal income tax law, such as tax-exempt
            organizations, qualified retirement plans, individual retirement accounts
            and
            other tax-deferred accounts, financial institutions, insurance companies,
            real
            estate investment trusts, regulated investment companies, broker-dealers,
            persons or entities that have a “functional currency” other than the U.S.
            dollar, shareholders subject to the alternative minimum tax, shareholders
            who
            hold common shares as part of a straddle, hedging or a conversion transaction,
            constructive sale or other arrangement involving more than one position,
            and
            shareholders who acquired their common shares through the exercise of
            employee
            stock options or otherwise as compensation for services.  This summary is
            limited to U.S. Holders who own common shares as capital assets within
            the
            meaning of Section 1221 of the Code.  This summary does not address the
            consequences to a person or entity holding an interest in a shareholder
            or the
            consequences to a person of the ownership, exercise or disposition of
            any
            options, warrants or other rights to acquire common shares.
  ***Distribution
            on Common Shares of the Company***
  U.S.
            Holders receiving dividend distributions (including constructive dividends)
            with
            respect to common shares of the Company are required to include in gross
            income
            for United States federal income tax purposes the gross amount of such
            distributions equal to the U.S. dollar value of such distributions on
            the date
            of receipt (based on the exchange rate on such date) to the extent that
            the
            Company has current or accumulated earnings and profits, 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 federal income tax liability or, alternatively, may be deducted in
            computing the U.S. Holder’s 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 common shares and thereafter as gain
            from the sale or exchange of the common shares.  Preferential tax rates for
            long-term capital gains are applicable to a U.S. Holder which is an individual,
            estate or trust.  There are currently no preferential tax rates for
            long-term capital gains for a U.S. Holder which is a Company.
 
 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, an individual whose
            realized gain does not exceed $200 will not recognize that gain, to the
            extent
            that there are no 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.
   
 57
 Dividends
            paid on the common shares of the Company generally will not be eligible
            for the
            dividends received deduction provided to Companies receiving dividends
            from
            certain United States Companies.  A U.S. Holder which is a Company and
            which owns shares representing at least 10% of the voting power and value
            of the
            Company may, under certain circumstances, be entitled to a 70% (or 80%
            if the
            U.S. Holder owns shares representing at least 20% of the voting power
            and value
            of the Company) 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).
 The availability of this deduction is subject to several complex
            limitations which are beyond the scope of this discussion.
 
 Certain
            information reporting and backup withholding rules may apply with respect
            to the
            Company’s common shares.  In particular, a payor or middleman within the
            U.S., or in certain cases outside the U.S., will be required to withhold
            31% of
            any payments to a holder of the Company’s common shares of dividends on, or
            proceeds from the sale of, such common shares within the U.S., unless
            the holder
            is an exempt recipient, if the holder fails to furnish its correct taxpayer
            identification number or otherwise fails to comply with, or establish
            an
            exemption from, the backup withholding tax requirements.  Any amounts
            withheld under the U.S. backup withholding tax rules will be allowed
            as a refund
            or a credit against the U.S. federal income tax liability, provided the
            required
            information is furnished to the IRS.  U.S. Holders are urged to consult
            their own tax counsel regarding the information reporting and backup
            withholding
            rules applicable to the Company’s common shares.
  ***Foreign
            Tax Credit***
  A
            U.S.
            Holder who pays (or has withheld from distributions) Canadian income
            tax with
            respect to the ownership of common shares of the Company may be entitled,
            at the
            option of the U.S. Holder, to either receive 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
            that year.  There are significant and complex limitations which 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 income tax liability
            that the U.S. Holder’s foreign sources income bears to his 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.  In addition, this limitation is calculated separately with
            respect to specific classes of income such as “passive income,” “high
            withholding tax interest,” “financial services income,” “shipping income,” and
            certain other classifications of income.  Dividends distributed by the
            Company will generally constitute “passive income” or, in the case of certain
            U.S. Holders, “financial services income” for these purposes.  In addition,
            U.S. Holders which are Companies that own 10% or more of the voting stock
            of the
            Company may be entitled to an “indirect” foreign tax credit under Section 902
            with respect to payment of dividends by the Company under certain circumstances
            and subject to complex rules and limitations.  The availability of the
            foreign tax credit and the application of the limitations on the credit
            are fact
            specific, and U.S. Holders of common shares of the Company should consult
            their
            own tax advisors regarding their particular circumstances.
  ***Disposition
            of Common Shares of the Company***
    58
 A
            U.S.
            Holder will recognize gain or loss upon the sale of common 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 common shares of the Company.  Preferential tax rates apply to
            long-term capital gains of U.S. Holders which are individuals, estates
            or
            trusts.  This gain or loss will be capital gain or loss if the common
            shares are a capital asset in the hands of the U.S. Holder, which will
            be
            long-term capital gain or loss if the common shares of the Company are
            held for
            more than one year. Deductions for net capital losses are subject to
            significant
            limitations.  For U.S. Holders which are not Companies, 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 that are
            Companies
            (other than Companies subject to Subchapter S of the Code), an unused
            net
            capital loss may be carried back three years and carried forward five
            years from
            the loss year to be offset against capital gains until such net capital
            loss is
            thereby exhausted.
  ***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:
  **Foreign
            Personal Holding Company**
  If
            at any
            time during a taxable year (i) 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 or residents
            of the
            United States and (ii) 60% (50% in some circumstances) or more of the
            Company’s
            gross income for such year was “foreign personal holding Company.”  In that
            event, U.S. Holders that hold common shares 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.  The
            Company does not believe that it currently qualifies as a foreign personal
            holding Company.  However, there can be no assurance that the Company will
            not be considered a foreign personal holding Company for the current
            or any
            future taxable year.
  **Foreign
            Investment Company**
  If
            50% or
            more of the combined voting power or total value of the Company’s outstanding
            shares is held, directly or indirectly, by citizens or residents of the
            United
            States, United States domestic partnerships or Companies, 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 may 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
            to be
            treated as ordinary income rather than capital gain.  The Company does not
            believe that it currently qualifies as a foreign investment Company.
             However, there can be no assurance that the Company will not be considered
            a foreign investment Company for the current or any future taxable year.
  **Passive
            Foreign Investment Company**
  Certain
            United States income tax legislation contains rules governing “passive foreign
            investment companies” (“PFIC”) which can have significant tax effects on U.S.
            Holders of foreign Companies.  These rules do not apply to non-U.S.
            Holders.  Section 1297 of the Code defines a PFIC as a Company that is not
            formed in the United States and, for any taxable year, either (i) 75%
            or more of
            its gross income is “passive income”, which includes interest, dividends and
            certain rents and royalties or (ii) the average percentage, by fair market
            value
            (or, if the Company is not publicly traded and either is a controlled
            foreign
            Company or makes an election, by adjusted tax basis) of its assets that
            produce
            or are held for the production of “passive income” is 50% or more.  If a
            foreign Company owns, directly or indirectly, at least 25% by value of
            the stock
            a second Company, then for purposes of the PFIC tests described above,
            the first
            Company will be treated as owning a proportionate share of the assets
            of, and as
            receiving a proportionate share of the income of, the second Company.
   
 59
 The
            Company believes that it qualified as a PFIC for the fiscal year ended
            December
            31, 2001 and may have qualified as a PFIC in prior years.  The Company may
            or may not qualify as a PFIC in subsequent years due to changes in its
            assets
            and business operations.  There can be no assurance that the Company’s
            determination concerning its PFIC status will not be challenged or that
            it will
            be able to satisfy record keeping requirements that will be imposed on
            a
            qualified electing fund (“QEF”).  Each U.S. Holder of the Company is urged
            to consult a tax advisor with respect to how the PFIC rules affect their
            tax
            situation.
 
 A
            U.S.
            Holder who holds stock in a foreign Company during any year in which
            such
            Company qualifies as a PFIC is subject to United States federal income
            taxation
            under one of two alternative tax regimes at the election of each such
            U.S.
            Holder.  The following is a discussion of such two alternative tax regimes
            applied to such U.S. Holders of the Company. In addition, special rules
            apply if
            a foreign Company qualifies as both a PFIC and a “controlled foreign Company”
(as defined below) and a U.S. Holder owns, actually or constructively,
            10% or
            more of the total combined voting power of all classes of s stock entitled
            to
            vote of such foreign Company (See more detailed discussion at “Controlled
            Foreign Company” below).
 
 A
            U.S.
            Holder who elects in a timely manner to treat the Company as a QEF (an
“Electing
            U.S. Holder”) will be subject, under Section 1293 of the Code, to current
            federal income tax for any taxable year in which the Company qualifies
            as a PFIC
            on his pro rata share of the Company’s (i) “net capital gain” (the excess of net
            long-term capital gain over net short-term capital loss), which will
            be taxed as
            long-term capital gain to the Electing U.S. Holder and (ii) “ordinary earnings”
(the excess of earnings and profits over net capital gain), which will
            be taxed
            as ordinary income to the Electing U.S. Holder, in each case, for the
            shareholder’s taxable year in which (or with which) the Company’s taxable year
            ends, regardless of whether such amounts are actually distributed.
 
 The
            effective QEF election also allows the Electing U.S. Holder to
            (i) generally treat any gain realized on the disposition of his Company
            common shares (or deemed to be realized on the pledge of his shares)
            as capital
            gain; (ii) treat his share of the Company’s net capital gain, if any, as
            long-term capital gain instead of ordinary income; and (iii) either avoid
            interest charges resulting from PFIC status altogether, or make an annual
            election, subject to certain limitations, to defer payment of current
            taxes on
            his share of the Company’s annual realized net capital gain and ordinary
            earnings subject, however, to an interest charge.  If the Electing U.S.
            Holder is not a Company, such an interest charge would be treated as
“personal
            interest” that is not deductible.
 
 The
            procedure a U.S. Holder must comply with in making an effective QEF election
            will depend on whether the year of the election is the first year in
            the U.S.
            Holder’s holding period in which the Company is a PFIC.  If the U.S. Holder
            makes a QEF election in such first year, i.e., a timely QEF election,
            then the
            U.S. Holder may make the QEF election by simply filing the appropriate
            documents
            at the time the U.S. Holder files his tax return for such first year.
 If,
            however, the Company qualified as a PFIC in a prior year, then in addition
            to
            filing documents, the U.S. Holder must elect to recognize (i) under the
            rules of Section 1291 of the Code (discussed herein), any gain that he
            would
            otherwise recognize if the U.S. Holder sold his stock on the qualification
            date
            or (ii) if the Company is a controlled foreign Company, the U.S. Holder’s
            pro rata share of the Company’s post-1986 earnings and profits as of the
            qualification date.  The qualification date is the first day of the
            Company’s first tax year in which the Company qualified as a QEF with respect
            to
            such U.S. Holder.  The elections to recognize such gain or earnings and
            profits can only be made if such U.S. Holder’s holding period for the common
            shares of the Company includes the qualification date.  By electing to
            recognize such gain or earnings and profits, the U.S. Holder will be
            deemed to
            have made a timely QEF election.  A U.S. Holder who made elections to
            recognize gain or earnings and profits after May 1, 1992 and before
            January 27, 1997 may, under certain circumstances, elect to change such
            U.S. Holder’s qualification date to the first day of the first QEF year.
 U.S. Holders are urged to consult a tax advisor regarding the availability
            of and procedure for electing to recognize gain or earnings and profits
            under
            the foregoing rules.
   60
 
 A
            QEF
            election, once made with respect to the Company, applies to the tax year
            for
            which it was made and to all subsequent tax years, unless the election
            is
            invalidated or terminated, or the IRS consents to revocation of the election.
            If
            a QEF election is made by a U.S. Holder and the Company ceases to qualify
            as a
            PFIC in a subsequent tax year, the QEF election will remain in effect,
            although
            not applicable, during those tax years in which the Company does not
            qualify as
            a PFIC.  Therefore, if the Company again qualifies as a PFIC in a
            subsequent tax year, the QEF election will be effective and the U.S.
            Holder will
            be subject to the rules described above for Electing U.S. Holders in
            such tax
            year and any subsequent tax years in which the Company qualifies as a
            PCIF.
 In addition, the QEF election remains in effect, although not applicable,
            with respect to an Electing U.S. Holder even after such U.S. Holder disposes
            of
            all of his or its direct and indirect interest in the shares of the Company
            qualifies as a PFIC.
 
 If
            a U.S.
            Holder does not make a timely QEF election during a year in which it
            holds (or
            is deemed to have held) the shares in question and the Company is a PFIC
            (a
“Non-electing U.S. Holder”), then special taxation rules under Section 1291 of
            the Code will apply to (i) gains realized on the disposition (or deemed to
            be realized by reasons of a pledge) of his Company common shares and
            (ii) certain “excess distributions”, (generally, distributions received in
            the current taxable year that are in excess of 125% of the average distributions
            received during the three preceding years or, if shorter, the U.S. Holder’s
            holding period) by the Company.
 
 A
            Non-electing U.S. Holder generally would be required to pro rate all
            gains
            realized on the disposition of his Company common shares and all excess
            distribution of his Company common shares over the entire holding period
            for the
            common shares.  All gains or excess distributions allocated to prior years
            of the U.S. Holder (other than years prior to the first taxable year
            of the
            Company during such U.S. Holder’s holding period and beginning after
            January 1, 1987 for which it was a PFIC) would be taxed at the highest tax
            rate for each such prior year applicable to ordinary income.  The
            Non-Electing U.S. Holder also would be liable for interest on the foregoing
            tax
            liability for each such prior year calculated as if such liability had
            been due
            with respect to each such prior year.  A Non-electing U.S. Holder that is
            not a Company must treat this interest charge as “personal interest” which, as
            discussed above, is wholly nondeductible.  The balance of the gain of the
            excess distribution will be treated as ordinary income in the year of
            the
            disposition or distribution, and no interest charge will be incurred
            with
            respect to such balance.
 
 If
            the
            Company is a PFIC for any taxable year during which a Non-electing U.S.
            Holder
            holds Company common shares, then the Company will continue to be treated
            as a
            PFIC with respect to such Company common shares, even if it is no longer
            definitionally a PFIC.  A Non-Electing U.S. Holder may terminate this
            deemed PFIC status by electing to recognize a gain (which will be taxed
            under
            the rules discussed above for Non-Electing U.S. Holders) as if such Company
            common shares had been sold on the last day of the last taxable year
            for which
            it was a PFIC.
 
 Effective
            for tax years of U.S. Holders beginning after December 31, 1997, U.S.
            Holders
            who hold, actually or constructively, marketable stock (as specifically
            defined
            in the Treasury Regulations) of a foreign Company that qualifies as a
            PFIC may
            annually elect to mark such stock to the market (a “mark-to-market election’).
 If such an election is made, such U.S. Holder will generally not be
            subject to the special taxation rules of Section 1291 discussed above.
             However, if the mark-to-market election is made by a Non-electing U.S.
            Holder after the beginning of the holding period for the PFIC stock,
            then the
            Section 1291 rules will apply to certain dispositions of, distributions
            on and
            other amounts taxable with respect to the Company common shares.  A U.S.
            Holder who makes the mark-to market election will include in income for
            the
            taxable year for which the election was made an amount equal to the excess,
            if
            any, of the fair market value of such shares as of the common shares
            of the
            Company as of the close of such tax year over such U.S. Holder’s adjusted basis
            in such common 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 common 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 common 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 tax year but for the Section 1291 interest on tax deferral rules
            discussed
            above with respect to Non-electing U.S. Holders, over (B) the mark-to-market
            loses for shares that were allowed as deductions for prior tax years.
 A
            U.S. Holder’s adjusted tax basis in the common shares of the Company will be
            adjusted to reflect the amount included in or deducted from income as
            a result
            of a mark-to-market election.  A mark-to-market election applies to the
            taxable year in which the election is made and to each subsequent taxable
            year,
            unless the Company common shares cease to be marketable, as specifically
            defined, or the IRS consents to revocation of the election.  Because the
            IRS has not established procedures for making a mark-to-market election,
            U.S.
            Holders should consult their tax advisor regarding the manner of making
            such an
            election.
   61
 
 Under
            Section 1291(f) of the code, the IRS has issued Proposed Treasury Regulations
            that, subject to certain exceptions, would treat as taxable certain transfers
            of
            PFIC stock by Non-electing U.S. Holders that were generally not otherwise
            taxed,
            such as gifts, exchanges pursuant to corporate reorganizations, and transfers
            at
            death.  Generally, in such ceases the basis of the Company common shares in
            the hands of the transferee and the basis of any property received in
            exchange
            for those common shares would be increased by the amount of gain recognized.
             Under the Proposed Treasury Regulations, an Electing U.S. Holder would
            not
            be taxed on certain transfers of PFIC stock, such as gifts, exchanges
            pursuant
            to corporate reorganizations, and transfers at death.  The transferee’s
            basis in this case will depend on the manner in which the common shares
            are
            transferred.  The specific tax effect to the U.S. Holder and the transferee
            may vary based on the manner in which the common shares are transferred.
             Each U.S. Holder of the Company is urged to consult a tax advisor with
            respect to how the PFIC rules affect their tax situation.
 
 Certain
            special, generally adverse, rules will apply with respect to Company
            common
            shares while the Company is a PFIC whether or not it is treated as a
            QEF.
 For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses
            PFIC stock as security for a loan (including a margin loan) will, except
            as may
            be provided in regulations, be treated as having made a taxable disposition
            of
            such shares.
  **Controlled
            Foreign Company**
  If
            more
            than 50% of the total combined voting power of all classes of shares
            entitled to
            vote or the total value of the shares of the Company is owned, actually
            or
            constructively, by citizens or residents of the United States, United
            States
            domestic partnerships and Companies or estates or trusts other than foreign
            estates or trusts (as defined by the Code Section 7701(a)(31)), each
            of whom
            own, actually or constructively, 10% or more of the total combined voting
            power
            of all classes of shares entitled to vote of the Company (“United States
            shareholder”), the Company could be treated as a controlled foreign Company
            (“CFC”) under Subpart F of the Code.  This classification would affect many
            complex results, one of which is the inclusion of certain income of a
            CFC which
            is subject to current U.S. tax.  The United States generally taxes a United
            States Shareholder of a CFC currently on their pro rata shares of the
            Subpart F income of the CFC.  Such United States Shareholders are
            generally treated as having received a current distribution out of the
            CFC’s
            Subpart F income and are also subject to current U.S. tax on their pro rata
            shares of the CFC’s earnings invested in U.S. property.  The foreign tax
            credit described above may reduce the U.S. tax on these amounts.  In
            addition, under Section 1248 of the Code, gain from the sale or exchange
            of
            shares by a U.S. 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 income to the extent of earnings and
            profits
            of the Company attributable to the shares sold or exchanged.  If a foreign
            Company is both a PFIC and a CFC, the foreign Company generally will
            not be
            treated as a PFIC with respect to United States Shareholders of the CFC.
             This rule generally will be effective for taxable years of United States
            Shareholders beginning after 1997 and for taxable years of foreign Companies
            ending with or within such taxable years of United States Shareholders.
             Special rules apply to United States shareholders who are subject to
            the
            special taxation rules under Section 1291 discussed above with respect to a
            PFIC.  Because of the complexity of Subpart F, a more detailed review of
            these rules is outside of the scope of this discussion.  The Company does
            not believe that it currently qualifies as a CFC.  However, there can be no
            assurance that the Company will not be considered a CFC for the current
            or any
            future taxable year.
   62
 ***Canadian
            Federal Income Tax Consequences***
  The
            following is a general discussion of al material Canadian federal income
            tax
            consequences, under current law, generally applicable to (a “Holder”) of one or
            more common shares of Rodinia Minerals Inc. (the “Company”) who for the purposes
            of the Income Tax Act (Canada)(the “Act”) is a non-resident of Canada, holds his
            common shares as capital property and deals at arm’s length with the Company and
            is restricted to such circumstances.
  **Dividends**
  A
            Holder
            will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or
            such lower rate as may be available under an applicable tax treaty, of
            the gross
            amount of any dividend paid or deemed to be paid on his common shares.
             Under the 1995 Protocol amending the Canada-U.S. Income Tax Convention
            (1980) (the “Treaty”) the rate of Part XIII Tax applicable to a dividend on
            common shares paid to a Holder who is a resident of the United States
            is reduced
            from the 25% rate.  Under the Treaty, the Company will be required to
            withhold Part XIII Tax at 15% from each dividend so paid and remit the
            withheld
            amount directly to the Receiver General for Canada for the account of
            the
            Holder.  The 15% rate is further reduced to 5% if the shareholder is a
            Company owning at least 10% of the outstanding common shares of the
            Company.
  **Disposition
            of Common Shares**
  A
            Holder
            who disposes of a common share, including by deemed disposition on death,
            will
            not be subject to Canadian tax on any capital gain (or capital loss)
            thereby
            realized unless the common share constituted “taxable Canadian property” as
            defined by the Act.  Generally, a common share will not constitute taxable
            Canadian property of a Holder unless he held the common share as capital
            property used by him carrying on a business (other than an insurance
            business)
            in Canada, or he or persons with whom he did not deal at arm’s length alone or
            together held or held options to acquire, at any time within the five
            years
            preceding the disposition, 25% or more of the shares of any class of
            the capital
            stock of the Company.  The disposition of a common share that constitutes
“taxable Canadian property” of a Holder could also result in a capital loss,
            which can be used to reduce all taxable income (only that portion of
            taxable
            income derived from a capital gain).
 
 A
            capital
            gain occurs when proceeds from the disposition of a share of other capital
            property exceeds the original cost.  A capital loss occurs when the
            proceeds from the disposition of a share are less than the original cost.
             Under the Act, capital gain is effectively taxed at a lower rate as only
            50% of the gain is effectively included in the Holder’s taxable income.
   
 63
 A
            Holder
            who is a resident of the United States and realizes a capital gain on
            a
            disposition of a common share that was taxable Canadian property will
            nevertheless, by virtue of the Treaty, generally be exempt from Canadian
            tax
            thereon unless (a) more than 50% of the value of the common share is
            derived from, or forms an interest in, Canadian real estate, including
            Canadian
            mineral resource properties, (b) the common share formed part of the
            business property of a permanent establishment that the Holder has or
            had in
            Canada within the 12 months preceding disposition, or (c) the Holder
            (i) was a resident of Canada at any time within the 10 years immediately,
            and for a total of 120 months during the 20 years, preceding the disposition,
            and (ii) owned the common share when he ceased to be a resident in
            Canada.
 
 A
            Holder
            who is subject to Canadian tax in respect of a capital gain realized
            on
            disposition of a common share must include one half of the capital gain
            (taxable
            capital gain) in computing his taxable income earned in Canada.  The Holder
            may, subject to certain limitations, deduct one half of any capital loss
            (allowable capital loss) arising on disposition of taxable Canadian property
            from taxable gains realized in the year of disposition in respect to
            taxable
            Canadian property.  To the extent the capital loss is not deductible in the
            current year the taxpayer may deduct the capital loss (after taking into
            account
            the inclusion rate of a previous year) from such taxable capital gains
            of any of
            the three preceding years or any subsequent year.
 
 **F.** ***Dividends
            and paying agents.***
 
 The
            payment of dividends on the Shares of the Company is within the discretion
            of
            the Board of Directors and will depend upon the Company’s future earnings, its
            capital requirements, its financial condition, and other relevant factors.
             No dividends have been paid on any class of shares of the Company since
            the date of its incorporation and it is not contemplated that any dividends
            will
            be paid in the immediate or foreseeable future.
 
 **G.** ***Statement
            by experts.***
  Dr.
            J.H.
            Montgomery, Ph.D., P. Eng of Vancouver, British Columbia is cited as
            an expert
            in this statement and is the author of the included technical report
            attached as
            an exhibit. Dr. Montgomery is geological engineer and resides at 8606
            Fremlin
            Street, Vancouver, B.C. He is a graduate of the University of British
            Columbia:
            B.SC. in 1959; M.Sc. in 1960 and Ph.D. in 1967. He has practiced in his
            profession since 1959, and is a member of the Association of Professional
            Engineers and Earth Science of British Columbia. He is also on the advisory
            board of the Canadian Institute of Gemology. On page 80 of the technical
            report,
            Dr. Montgomery consents to the Company using his report in this
            manner.
  N.I.
            Cameron Inc., Chartered Accountants, has audited the financial statements
            included in this statement. They are located at 475 Howe Street, Suite
            303,
            Vancouver, British Columbia V6C 2B3. N.I. Cameron, Inc., and its predecessor
            firm have been established in Vancouver since 1983.N.I. (“Nick”) Cameron, who
            heads N.I. Cameron, Inc., is a licensed Chartered Accountant practicing
            in
            British Columbia. He has met the requisite standards in education, experience,
            and evaluation required for licensing. The auditor consents to the Company
            using
            the audited financials.
 
 **H.** ***Documents
            on display.***
 
 The
            above
            contracts and documents respecting the Company may be inspected at the
            registered and records offices for the Company in the Province of British
            Columbia, located at 595 Howe Street Suite 600, Vancouver, British Columbia,
            V6C
            2T5.
    64
 
 The
            Company has filed with the Securities and Exchange Commission this registration
            statement Form 20-F, including exhibits, under the Securities and Exchange
            Act
            of 1934 with respect to the Company’s Common Shares.
 
 You
            may
            read and copy all or any portion of this registration statement Form
            20-F and
            other information in our files in the Commission’s public reference room at 100
            Fifth Street, N.E., Room 1580, Washington, D.C. 20549  and
            at
            the regional offices of the Commission located at Seven World Trade Centre,
            13th
            Floor, New York, NY 10048 and 500 West Madison Street, Suite 1400, Chicago,
            Illinois 60661. You may request copies of these documents upon payment
            of a
            duplicating fee, by writing to the Commission. Please call the Commission
            at
            1-800-SEC-0330 for further information on the operation of the public
            reference
            rooms.
 
 
 **I.** ***Subsidiary
            Information.***
 
 Not
            applicable
 
 **Item
            11. Quantitative and Qualitative Disclosures About Market
            Risk.**
 
 The
            Company currently has no revenues. The Company’s financial instruments are
            comprised of trade accounts receivables and payables which are subject
            to normal
            credit risks.
 
 **Item
            12. Description of Securities Other than Equity
            Securities.**
 
 **A.** ***Debt
            Securities*** **.**
 
 Not
            Applicable
 
 **B.** ***Warrants
            and Rights*** **.**
 
 During
            the year ending December 31, 2004, the Company issued 800,000 units at
            a price
            of $0.18 per unit. Each unit consists of one common share and one common
            share
            purchase warrant entitling the holder to purchase an additional common
            share at
            a price of $0.23 per share for a period of one year. Subsequent to the
            year end,
            200,000 of these warrants were exercised.
 
 During
            the year ending December 31, 2004,, the Company issued 824,000 units
            at a price
            of $0.25 per unit. Each unit consists of one common share and one common
            share
            purchase warrant entitling the holder to purchase an additional common
            share at
            a price of $0.35 per share for a period of one year.
 
 During
            the year ending December 31, 2004,, the Company engaged Haywood Securities
            Inc.
            (“Haywood”) to conduct a private placement of 2,000,000 units at a price of
            $0.65 per unit. Each unit (a “Unit”) will consist of one common share of the
            Company and one-half share purchase warrant. Each full warrant will entitle
            the
            holder to purchase one additional common share of the Company at a price
            per
            common share of $0.80 in the first year and $0.90 in the second year.
            Haywood
            will receive a commission equal to 7.5% of the proceeds of the offering,
            payable
            in cash or Units. Haywood will also receive warrants (the “Agent’s Warrants”)
            equal to 10% of the number of Units sold under the offering, each Agent’s
            Warrant being convertible into one Unit at a price of $0.65, and a corporate
            finance fee of 30,000 Units for services rendered in connection with
            the
            offering.
   65
 
 During
            the year ending December 31, 2003, the Company completed a private placement
            of
            1 million shares and 1 million share purchase warrants. Each share purchase
            warrant entitles the holder to purchase an additional common share for
            $0.12 if
            exercised on or before September 8, 2004 and $0.15 per share thereafter
            up to
            and including September 8, 2005. During the year, 50,000 of those warrants
            were
            exercised for proceeds of $6,000. Subsequent to the year end, an additional
            200,000 warrants were exercised for proceeds of $30,000.
 
 **Share
            Purchase Warrants**
   **2004**
                        **2003**
 **Number of
                          options**
                      ****
                      ****
                      **Weighted
                          Average
                          Price**
                      **Number
                          os Options**
                      ****
                      ****
                      **Weighted
                          Average
                          Price**Balance - beginning of year
                      1,000,000
                      
                      $
                      0.15
                      150,000
                      
                      $
                      3.33Granted
                      925,216
                      
                      $
                      0.23
                      100,000,000
                      
                      $
                      0.15888,400
                      
                      $
                      0.35
                      
                      
                      $Exercised/expired
                      (50,000
                      )
                      $
                      0.15
                      (150,000
                      )
                      $
                      3.332,763,616
                      
                      $
                      0.49
                      273,360
                      
                      $
                      0.25
 
 **C.** ***Other
            Securities*** **.**
 
 Not
            applicable
 
 **D.** ***American
            Depositary Shares*** **.**
 
 Not
            applicable
 
 
 **PART
            II**
 
 Not
            Applicable
 
 
 66
  **PART
            III**
 
 **Item
            17 Financial Statements**
 
 The
            following Financial Statements pertaining to the Company are filed as
            part of
            this annual
 report:
 
 Amendement:
            Financial Statements for the nine months ended September 30, 2005
   
 Consolidated Balance
                    Sheets
                  70Consolidated Statements of Income
                    and
                    Deficit
                  71Consolidated Statements of Cash
                    Flows
                  72Notes to Financial Statements
                  73
                      thru
                      80
 
 **18.
            Financial Statements.**
 
 See
            Item
            17.
 
  67
 
 **SIGNATURES**
  The
            registrant hereby certifies that it meets all of the requirements for
            filing on
            Form 20-F and that it has duly caused and authorized the undersigned
            to sign
            this registration statement on its behalf.
  
 **Rodinia
                      Minerals, Inc**(Registrant)Date: June
                      17, 2005
                    By:
                    /s/ Don
                      MorrisonDon
                      MorrisonPresident
                      and
                      CEO
  68














**Rodinia
        Minerals, Inc.**
 
 Financial
        Statements
 
 For
        the
        Nine Months Ended September 30, 2005
    69
   **RODINIA
                    MINERALS INC.**Consolidated
                    Balance Sheet**30-Sep-2005**
                
                **31-Dec-2004**ASSETSCash
                
                
                1,172,668
                
                
                69,493GST
                    Receivable
                
                
                3,884
                
                
                2,844Other
                    Receivable
                
                
                34,054Prepaid
                    Expense
                
                
                12,340
                
                
                10,0001,222,946
                
                
                82,337FIXED
                    ASSESTSFurniture
                    & Equipment
                
                
                18,592Accumulated
                    Depreciation
                
                
                (1,906
                )16,686Resource
                    Properties
                
                
                936,281
                
                
                374,281TOTAL
                    ASSETS
                
                
                2,175,913
                
                
                456,618LIABILITIESAccounts
                    Payable
                
                
                10,573
                
                
                139,220Convertible
                    Loans
                
                
                
                
                
                135,535TOTAL
                    LIABILITIES
                
                
                10,573
                
                
                274,755SHAREHOLDERS'
                    EQUITY (DEFICIT)Share
                    Capital
                
                
                15,475,260
                
                
                13,179,357Contributed
                    Surplus
                
                
                589,692
                
                
                273,892Deficit
                
                
                (13,899,612
                )
                
                (13,271,386
                )Total
                    Stockholders Equity
                
                
                2,165,340
                
                
                181,863TOTAL
                    LIABILITIES AND SHAREHOLDERS EQUITY
                
                
                2,175,913
                
                
                456,618
     70
  **RODINIA
                      MINERALS INC.**Consolidated
                      Statements of Incomeand DeficitFor
                      the Three Quarters Ended September 30, 2005 and 2004**For
                      the three months**
                    **ending**
                    **30-Sep-2005**
                  
                  **For
                      the three months**
                    **ending**
                    **30-Sep-2004**
                  
                  **For
                      the nine months ending on**
                    **30-Sept-2005**
                  
                  **For
                      the nine months**
                    **ending**
                    **30-Sep-2004**RevenueInterest
                      Income
                  
                  1,289
                  
                  697
                  
                  3,013
                  
                  786ExpensesAccounting
                      & Legal
                  
                  
                  8,743
                  
                  
                  6,759
                  
                  
                  78,902
                  
                  
                  15,848Amortization
                  
                  
                  981
                  
                  
                  
                  
                  
                  1,906Bank
                      Charges & Interest
                  
                  
                  111
                  
                  
                  79
                  
                  
                  472
                  
                  
                  487Consulting
                      Fees
                  
                  
                  13,500
                  
                  
                  
                  
                  
                  38,600Corporate
                      & Administration
                  
                  
                  1,827
                  
                  
                  967
                  
                  
                  6,530
                  
                  
                  1,267Directors'
                      Fees
                  
                  
                  
                  
                  
                  
                  
                  
                  5,500Filing
                      Fees & Services
                  
                  
                  44,449
                  
                  
                  2,331
                  
                  
                  68,425
                  
                  
                  10,988Interest-Other
                  
                  
                  
                  
                  
                  
                  
                  
                  7,228Management
                      Fees (Note 9)
                  
                  
                  15,300
                  
                  
                  7,500
                  
                  
                  40,050
                  
                  
                  22,500Rent,
                      Telephone & Office
                  
                  
                  4,592
                  
                  
                  2,252
                  
                  
                  15,533
                  
                  
                  6,059Shareholders
                      Communication
                    &
                      Promotion
                  
                  
                  16,209
                  
                  
                  877
                  
                  
                  46,378
                  
                  
                  10,119Stock-Based
                      Compensation
                  
                  
                  26,000
                  
                  
                  
                  
                  
                  315,800
                  
                  
                  50,750Transfer
                      Agent Fees
                  
                  
                  2,565
                  
                  
                  
                  
                  
                  5,915
                  
                  
                  967Write-Off
                      Old Debt
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (269
                  )Total
                      Expenses
                  
                  
                  134,277
                  
                  
                  20,765
                  
                  
                  631,239
                  
                  
                  118,716Net
                      Income (Loss)
                  
                  
                  (132,988
                  )
                  
                  (20,068
                  )
                  
                  (628,226
                  )
                  
                  (117,930
                  )Deficit,
                      Beginnig of the Period
                  
                  
                  (13,766,624
                  )
                  
                  (13,006,714
                  )
                  
                  (13,271,386
                  )
                  
                  (12,908,852
                  )Deficit,
                      End of the Period
                  
                  
                  (13,899,612
                  )
                  
                  (13,026,782
                  )
                  
                  (13,889,612
                  )
                  
                  (13,026,782
                  )Loss
                      Per Share
                    Weighted
                      Average: 8.886.438 Shares
                  
                  
                  (0.02
                  )
                  
                  (0.02
                  )
                  
                  (0.07
                  )
                  
                  (0.04
                  )
    71
  **RODINIA
                      MINERALS INC.**Consolidated
                      Statement of CashflowsFor
                      the Third Quarters Ended September 30, 2005 and 2004**For
                      the three**
                    **months
                      ended**
                    **30-Sep-2005**
                  
                  **For
                      the three**
                    **months****ended**
                    **30-Sep-2004**
                  
                  **For
                      the nine**
                    **months****ended**
                    **30-Sep-2005**
                  
                  **For
                      the nine**
                    **months
                      ended**
                    **31-Dec-2004**Operating
                      ActivitiesNet
                      Income (Loss)
                  
                  
                  (132,988
                  )
                  
                  (20,068
                  )
                  
                  (628,226
                  )
                  
                  (117,930
                  )Items
                      not Involving CashAmortization
                  
                  
                  981
                  
                  
                  
                  
                  
                  1,906Stock-Based
                      Compensation
                  
                  
                  26,000
                  
                  
                  
                  
                  
                  315,800
                  
                  
                  50,750(20,068
                  )
                  
                  (310,520
                  )
                  
                  (67,180
                  )Changes
                      in Non-Cash Working Capital(Increase)
                      Decrease in A/R
                  
                  
                  (6,369
                  )
                  
                  567
                  
                  
                  (35,094
                  )
                  
                  (33
                  )(Increase)
                      Decrease in Prepaid
                  
                  
                  (3,000
                  )
                  
                  
                  
                  
                  (2,340
                  )(Increase)
                      Decrease in Due to Related
                  
                  
                  
                  
                  
                  11,500Increase
                      (Decrease) in A/P
                  
                  
                  (13,612
                  )
                  
                  (1,993
                  )
                  
                  (128,647
                  )
                  
                  (35,498
                  )**Cash
                      Applied to Operating Activities**
                  
                  
                  (128,988
                  )
                  
                  (9,994
                  )
                  
                  (476,601
                  )
                  
                  (102,711
                  )Cash
                      Flow from Investing ActivitiesFixed
                      Assets
                  
                  
                  (2,114
                  )
                  
                  
                  
                  
                  (18,592
                  )Resource
                      Property Acquisition
                  
                  
                  (129,975
                  )
                  
                  (58,028
                  )
                  
                  (562,000
                  )
                  
                  (58,028
                  )**Net
                      Cash from Investing Activities**
                  
                  
                  (132,089
                  )
                  
                  (58,028
                  )
                  
                  (580,592
                  )
                  
                  (58,028
                  )Cash
                      Flow From Financial ActivitiesIssuance
                      of Common shares
                  
                  
                  548,886
                  
                  
                  212,000
                  
                  
                  2,295,903
                  
                  
                  356,000Increase
                      (Decrease) in Loans Payable
                  
                  
                  
                  
                  
                  115,718
                  
                  
                  (135,535
                  )
                  
                  115,043**Net
                      Cash from Financial Activities**
                  
                  
                  548,886
                  
                  
                  327,718
                  
                  
                  2,160,368
                  
                  
                  471,043**(Decrease)
                      Increase in Cash**
                  
                  
                  287,809
                  
                  
                  259,696
                  
                  
                  1,103,175
                  
                  
                  310,304**Cash
                      at Beginning of Period**
                  
                  
                  884,859
                  
                  
                  50,954
                  
                  
                  69,493
                  
                  
                  346Cash
                      at end of Period
                  
                  
                  1,172,668
                  
                  
                  310,650
                  
                  
                  1,172,668
                  
                  
                  310,650
    72
  **RODINIA
        MINERALS INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
        the Third Quarters Ended September 30, 2005 and 2004**
 
 **1.
        CONSOLIDATION**
 
 These
        financial statements include the accounts of the Company and its wholly-owned
        subsidiary.
 Donnybrook
        Platinum Resources Inc. The subsidiary was incorporated in the State of Wyoming,
        U.S.A. on December 15, 1999.
 
 **2.
        CHANGE OF NAME**
 
 Effective
        August 13, 2003, the Company has changed its name from Donnybrook Resources
        Inc.
        to Rodinia Minerals Inc.
 
 **3.
        NATURE OF OPERATIONS**
 
 The
        Company is in the business of exploring and acquiring its resource properties.
        As at December 31, 2004, the Company had signed a Letter of Intent for an
        option
        agreement to acquire a mineral property in Arizona. On February 25, 2005,
        the
        TSX Venture Exchange approved the reactivation application and the option
        agreement to acquire the Workman Creek Uranium Property. As a result, the
        Company’s listing was transferred from NEX to TSX Venture. At that time the
        trading symbol for the Company changed from RM.H to RM. The recoverability
        of
        amounts shown for resource properties and related deferred costs is dependent
        upon the discovery of economically recoverable reserves, the ability of the
        Company to obtain necessary financing to complete the development and future
        profitable production from the properties or proceeds from
        disposition.
 
 **4.
        SIGNIFICANT ACCOUNTING POLICIES**
 
 The
        financial statements of the Company have been prepared in accordance with
        Canadian generally accepted accounting principles. Because a precise
        determination of many assets and liabilities is dependent upon future events,
        the preparation of financial statements for a period necessarily involves
        the
        use of estimates, which have been made using careful judgment.
 The
        financial statements have, in management’s opinion, been properly prepared
        within reasonable limits of materiality and within the framework of the
        significant accounting policies summarized below:
  *(a) 
***Resource
        properties****
  Acquisition
        costs of resource properties together with direct exploration and development
        expenditures thereon are deferred in the accounts. When and if production
        is
        attained, these costs will be amortized. When deferred expenditures on
        individual producing properties exceed the estimated net realizable value,
        the
        properties are written down to the estimated value. Costs relating to properties
        abandoned are written off when the decision to abandon is made.
 
 73
  **RODINIA
        MINERALS INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
        the Third Quarters Ended September 30, 2005 and 2004**
 
 **4.
        SIGNIFICANT ACCOUNTING POLICIES (Cont’d)**
 
 ***(b)
        Going concern***
 
 The
        accompanying financial statements have been presented assuming the Company
        will
        continue as a going concern. At September 30, 2005, the Company had accumulated
        $13,899,612 in losses and had no revenue-producing operations. At the date
        of
        this report, the Company has almost no liquidity and its ability to continue
        as
        a going concern is dependent upon its ability to raise additional capital
        or
        merge with revenue producing venture partner. These matters raise substantial
        doubt about the Company’s ability to continue as a going concern. No adjustments
        have been made in the accompanying financial statements to provide for this
        uncertainty.
 
 ***(c)
        Stock-based compensation***
 
 The
        Company grants options in accordance with the policies of the TSX Venture
        Exchange. Effective January 1, 2002, the Company adopted the new CICA Handbook
        Section 3870 “Stock-Based Compensation and Other Stock-Based Payments”, of
        accounting for options and other stock-based compensation payments. This
        section
        requires the adoption of the fair value method effective January 1, 2004
        and
        encourages earlier adoption of this requirement. Accordingly, the Company
        has
        adopted, on a prospective basis, the fair value method of accounting for
        all
        options, warrants and other stock-based compensation payments issued during
        fiscal 2003.
 
 **5.
        RESOURCE PROPERTIES**
 Resource
        properties consist of:
 
 **Resource
        Properties Expeditures At Wokman Creek up to September 30,
        2005**
 (All
        figures are in Canadian dollars):
  **30
                    - Sept -
                    2005**
                
                **31
                    - Dec -
                    2004**Cooper
                  Property (Workman Creek Project
                  $CAD)Property
                  acquisition
                
                $
                85,000
                
                $
                -Property
                  deposit
                
                
                41,162
                
                
                42,500Advanced
                  Royalty
                
                
                30,283
                
                
                -Assays
                
                
                5,134
                
                
                -Claims
                
                
                68,978
                
                
                39,334Consulting
                
                
                212,494
                
                
                56,705Equipment
                  rental
                
                
                77,048
                
                
                34,398Field
                  expenses
                
                
                60,712
                
                
                1,263General
                  and administration
                
                
                69,665
                
                
                16,625Reports
                  and maps
                
                
                12,712
                
                
                12,712Site
                  visits
                
                
                15,824
                
                
                6,088Staking
                  program
                
                
                164,656
                
                
                164,656Total
                  Resource Properties
                
                $
                843,668
                
                $
                374,281
 During
        this quarter, the Company also advanced $92,613 to stake 200 claims in the
        Mormon Lake (Utah) area.
 
 74
  **RODINIA
        MINERALS INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
        the Third Quarters Ended September 30, 2005 and 2004**
 
 **5.
        RESOURCE PROPERTIES (Cont’d)**
 
 **Cooper
        Property (Workman Creek Project)**
 
 On
        October 26, 2004 the Company entered into a Letter of Intent with Cooper
        Minerals, Inc.
 (“Cooper”)
        with the intention to enter into a formal option agreement which will provide
        for the acquisition
        by the Company, through its wholly owned subsidiary, Donnybrook Platinum
        Resources Inc, a Wyoming corporation (“DPRI), of a 100% interest in the Workman
        Creek Uranium Deposit Project. The Company has been granted the sole and
        exclusive irrevocable right and option to acquire, through DPRI, a 100% interest
        in and to the claims, subject only to a 3% NSR, and in and to the data all
        on
        the terms and subject to the conditions set forth. To exercise the Option,
        the
        following cash payments must be made at the times specified:
 
 1.
        On
        execution of the Letter of Intent (LoI), $42,500 to Cooper (paid);
 
 2.
        On the
        earlier of (1) 60 days after the date of the LoI and (2) 5 business days
        after
        the acceptance by the TSXV of the Claims as a “Tier 1 Property”, $42,500 to
        Cooper, as reimbursement of the balance of expenses (paid);
 
 3.
        On the
“Closing Date”, $50,000 to Cooper;
 
 4.
        The
        funds necessary to initiate the preparatory work to carry out the first phase
        of
        the exploration program recommended in the Report must be advanced to Cooper
        upon receipt by the Company of an acceptable budget with respect to such
        preparatory work, and the balance of funds necessary to carry out the first
        phase of such exploration program (currently estimated to be $200,000) must
        be
        advanced to Cooper within 5 business days of receipt by the Company of copies
        of
        all permits required to permit the balance of such first phase to be carried
        out;
 
 5.
        An
        aggregate US$2,000,000 in expenditures in connection with maintaining,
        exploring, developing or equipping any one or more of the Claims (or any
        additional properties covered by section 6 of the QD&RRI (“Additional
        Properties”)) for commercial production must be incurred as
        follows:
 
 i.
        on or
        before the first anniversary of the date of this LoI, not less than an aggregate
        US$350,000;
 ii.
        on or
        before the second anniversary of the date of this LoI, not less than an
        aggregate US$850,000;
 iii.
        on
        or before the third anniversary of the date of this LoI, not less than an
        aggregate US$1,400,000;
 iv.
        on or
        before the fourth anniversary of the date of this LoI, not less than an
        aggregate US$2,000,000; provided, that, until the earlier of (1) a minimum
        aggregate US$1 million of such expenditures has been incurred in respect
        of the
        Claims and (2) a bankable feasibility study has been received in respect
        of the
        Claims, such expenditures will only be incurred in respect of the
        Claims;
  6.
        On the Closing Date, 2,500,000 of the Company’s
        Common Shares must be issued to the direction of Cooper;
  75
  **RODINIA
        MINERALS INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
        the Third Quarters Ended September 30, 2005 and 2004**
 
 **5.
        RESOURCE PROPERTIES (Cont’d)**
 
 **Cooper
        Property (Workman Creek Project)**
 
 7.
        On the
        Closing Date, the Company must accept the subscription (at a subscription
        price
        of $10), by way of private placement subscription agreement in standard form
        executed by the “Vendors”, for, and issue to the “Vendors”, non-transferable
        share purchase warrants (the “Warrants”) entitling the purchase by each of the
        two “Vendors” of 750,000 Common Shares of the Company at a price per share equal
        to the greater of (1) $0.01 in excess of the closing price of the Company’s
        shares on the TSXV on the day prior to the announcement of a “Transaction” (as
        that term is defined in the Underlying Agreement), and (2) the price of any
        financing completed by the Company concurrently with the Transaction,
        exercisable for a period of 5 years from the
 Closing
        Date; and
 
 8.
        On the
        Closing Date, all of Cooper’s obligation under the Underlying Agreement,
        including, without limitation, the obligation to make Advance Royalty Payments
        under the QD&RRI, must be assumed. The closing date will occur 5 business
        days after the last of the 3 following dates:
 
 i.
        Receipt of TSX Venture Exchange (”TSVX”) acceptance for filing of the Company’s
        graduation to Tier 1 on the TSVX;
 ii.
        Receipt of discretionary order of the BC Securities Commission permitting
        the
        issuance of the Company’s shares to the directors of Cooper in circumstances
        where the claims are being acquired by DPRI;
 iii.
        Receipt of TSVX acceptance for filing of the claims as a “Tier 1
        property”.
 The
        Company has also agreed to a finder’s fee of up to 227,917 common shares in
        respect to this transaction if it closes.
 
 During
        the year, the Company staked an additional 161 mineral claims in the same
        area.
 
 **6.
        LOANS PAYABLE**
  **2005**
              
              2004Unsecured
                loans payable, non-interest
                bearing,no
                specified terms of repayment
              
              **$**
              Nil
              
              $
              135,535**$**
              **Nil**
              
              $
              135,535
 
 Unsecured
        loans payable, non-interest bearing, no specified terms of repayment The
        loans
        ($151,800 - accepted by the TSX on October 19, 2004) are for a one year term,
        unsecured and non-interest bearing. On March 10, 2005, the lenders converted
        their loans into units at a deemed value of $0.30 per unit. Each unit consists
        of one common share of the Company and one nontransferable share purchase
        warrant entitling the holder to purchase an additional share of the Company
        at
        an exercise price of $0.30 per share for a period of one year from the date
        of
        the loan. A finder’s fee of 46,750 shares valued at $14,025 was paid with
        respect to this transaction. In the previous year end, $16,265 of the loan
        was
        classified as contributed surplus to recognize the value of the conversion
        feature of the loans
 
 76
 **RODINIA
        MINERALS INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
        the Third Quarters Ended September 30, 2005 and 2004**
 
 **7.
        CAPITAL STOCK**
 
 -
        Changes
        in capital stock during the periods ended March 31 were as follows:
  **2005**
                          
                          **2004****Number
                              of**
                          
                          
                          
                          **Number
                              of****Shares**
                          
                          **Amount**
                          
                          **Shares**
                          
                          **Amount****Balance,
                              beginning of year**
                          
                          
                          **5,541,995**
                          
                          **$**
                          **13,179,357**
                          
                          
                          **3,683,595**
                          
                          **$**
                          **12,793,357****Issued
                            during the year:**-
                            Warrants exercised @ $0.15
                          
                          
                          **950,000**
                          
                          
                          **142,500**- Private Placement
                              @
                              $0.18
                          
                          
                          
                          
                          
                          
                          
                          
                          **800,000**
                          
                          
                          **144,000**- Private Placement
                              @
                              $0.25
                          
                          
                          
                          
                          
                          
                          
                          
                          **824,000**
                          
                          
                          **206,000**-
                            Private Placement @ $0.65
                          
                          
                          **2,000,000**
                          
                          
                          **1,300,000**-
                            Finders’ fee
                          
                          
                          
                          
                          
                          **180,000**-
                            Legal fees & expenses
                          
                          
                          
                          
                          
                          **(13,615**
                          **)**-
                            Loan conversion @ $0.30
                          
                          
                          **506,000**
                          
                          
                          **151,800**-
                            Value of conversion feature
                          
                          
                          
                          
                          
                          **(16,265**
                          **)**-
                            Deemed interest on conversion
                          
                          
                          
                          
                          
                          **6,283**-
                            Finders’ fee
                          
                          
                          **46,750**
                          
                          
                          **14,025**
                          
                          
                          **64,400**
                          
                          
                          **-**-
                            Bonus shares
                          
                          
                          
                          
                          
                          **17,857**-
                            Options exercised @ $0.25
                          
                          
                          **18,360**
                          
                          
                          **4,590**-
                            Agent’s options exercised @
                            $0.65
                          
                          
                          **26,184**
                          
                          
                          **17,020**-
                            Warrants exercised @ $0.15
                          
                          
                          **950,000**
                          
                          
                          **142,500**-
                            Warrants exercised @ $0.23
                          
                          
                          **925,216**
                          
                          
                          **212,800**-
                            Warrants exercised @ $0.12
                          
                          
                          **33,500**
                          
                          
                          **10,050**
                          
                          
                          **50,000**
                          
                          
                          **6,000**-
                            Warrants exercised @ $0.30
                          
                          
                          **519,250**
                          
                          
                          **155,775**-
                            Warrants exercised @ $0.35
                          
                          
                          **888,400**
                          
                          
                          **310,940**-
                            Warrants exercised @
                            $0.23
                          
                          
                          **925,216**
                          
                          
                          **212,800****Balance
                              at end of
                              year**
                          
                          
                          **11,605,112**
                          
                          **$**
                          **15,475,260**
                          
                          
                          **5,421,995**
                          
                          **$**
                          **13,149,357**
 (b)
        In
        the previous year, the Company engaged Haywood Securities Inc. (“Haywood”) to
        conduct a brokered private placement of 2,000,000 units at a price of $0.65
        per
        unit. Each unit (a “Unit”) will consist of one common share of the Company and
        one-half share purchase warrant. Each full warrant will entitle the holder
        to
        purchase one additional common share of the Company at a price per common
        share
        of $0.80 in the first year and $0.90 in the second year. Haywood will receive
        a
        commission equal to 7.5% of the proceeds of the offering, payable in cash
        or
        Units. Haywood will also receive warrants (the “Agent’s Warrants”) equal to 10%
        of the number of Units sold under the offering, each Agent’s Warrant being
        convertible into one Unit at a price of $0.65, and a corporate finance fee
        of
        30,000 Units for services rendered in connection with the offering. On February
        24, 2005, the Company closed on the private placement of 2 million shares
        for
        gross proceeds of $1,300,000. (c) On March 10, 2005, the lenders converted
        their
        loans into units at a deemed value of $0.30 per unit. Each unit consists
        of one
        common share of the Company and one non-transferable share purchase warrant
        entitling the holder to purchase an additional share of the Company at an
        exercise price of $0.30 per share for a period of one year from the date
        of the
        loan. A finder’s fee of 46,750 shares valued at $14,025 was paid with respect to
        this transaction.
 
 77
 **RODINIA
        MINERALS INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
        the Third Quarters Ended September 30, 2005 and 2004**
 
 **7.
        CAPITAL STOCK (Cont’d)**
 
 (d)
        In
        January 18, 2004, the Company arranged a $75,000 loan. The loan is for a
        period
        of 30 days and bears an interest rate of 10% per annum. This is an arm’s length
        transaction. On March 3, 2004, the loan was repaid. A finder's fee of $7,500
        applied in accordance with TSX Venture Exchange (the “Exchange”) policies. In
        addition, for providing this facility to the Company, the lender received
        a
        bonus of 17,857 common shares, in the maximum number allowed by Exchange
        policies.
 
 (e)
        Stock
        Option Plan
 
 The
        shareholders have approved a Stock Option Plan (the “Plan”) that provides for
        the issuance of up to 10% of the Company’s issued and outstanding shares to
        eligible employees, directors and services providers of the Company and its
        subsidiaries. The Plan authorizes the granting of options to purchase shares
        of
        the Company’s common stock at an option price equal to or greater than the
        closing price of the shares on the day preceding the award date. The options
        generally partially vest with the recipient at the time of granting, and
        have a
        maximum term of 5 years. As at March 31, 2005, all options were fully
        vested.
 
 (f)
        Stock
        Options
 
 During
        the periods ended September 30, 2005 and 2004, stock options were granted,
        exercised and expired/cancelled as follows:
  2005
                
                Weighted
                
                2004
                
                WeightedNumber
                    of
                
                Avg.
                
                Number
                    of
                
                Avg.Options
                
                Price
                
                Options
                
                PriceBalanceBeginning
                  of year
                
                
                541,360
                
                $
                0.49
                
                
                273,360
                
                $
                0.25Granted
                
                
                820,000
                
                $
                0.81
                
                
                175,000
                
                $
                0.30Exercised/expired
                
                
                (18,360
                )
                $
                0.25
                
                
                (120,000
                )
                $
                0.251,343,000
                
                $
                0.69
                
                
                448,360
                
                $
                0.27
 On
        September 21, 2005, the Company amended the exercise price of 540,000 stock
        options from $1.25 to $0.92.
 
 During
        the period, the Company granted 820,000 stock options to directors and
        consultants. The fair value of these options have been estimated using the
        Black-Scholes option pricing model using a risk-free interest rate of 2.0%,
        an
        expected life of 2 years, an imputed dividend yield of 0%, and a volatility
        assumption as indicated below:
   Number
                
                Exercise
                
                
                
                
                
                Value
                
                Total
                
                Volatilityof
                    Options
                
                Price
                
                Grant
                
                Date
                
                per
                    share
                
                Value
                
                Assumption420,000
                
                $
                1.25
                
                
                
                
                
                31-Mar-05
                
                $
                0.69
                
                $
                289,800
                
                
                69
                %400,000
                
                $
                0.70
                
                
                
                
                
                01-Sept-05
                
                $
                0.26
                
                $
                104,000
                *
                
                62
                %
 *
        Based
        on the vesting policy, only 25% of the fair value ($26,000) of the 400,000
        options granted on September 1, 2005 has been charged to expenses.
 
 
 78
 
 **RODINIA
        MINERALS INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
        the Third Quarters Ended September 30, 2005 and 2004**
 
 **7.
        CAPITAL STOCK (Cont’d)**
 
 (h) Share
        Purchase Warrants
 
 During
        the periods ended September 30, 2005 and 2004, warrants were granted, exercised
        and expired/cancelled as follows:
   2005
              
              Weighted
              
              2004
              
              WeightedNumber
                  of
              
              Avg.
              
              Number
                  of
              
              Avg.Options
              
              Price
              
              Options
              
              PriceBalanceBeginning
                  of year
              
              
              2,763,616
              
              $
              0.24
              
              
              950,000
              
              $
              0.15Granted
              
              
              552,750
              
              $
              0.30
              
              
              1,813,616
              
              $
              0.291,090,000
              
              $
              0.80Agents’
option
              
              
              299,000
              
              $
              0.65Exercised/expired
              
              
              (3,342,550
              )
              $
              01,363,815
              
              $
              0.78
              
              
              2,763,616
              
              $
              0.24
  **8.
        CONTRIBUTED SURPLUS**
   **Sept.
                    30, 2005**
                
                **Dec.31,
2004**Opening
                  balance
                
                $
                273,892
                
                $
                73,857Loan
                  conversion (Note 6)
                
                
                ---
                
                
                16,265Employee
                  and director stock
                  options
                
                
                315,800
                
                
                183,770Closing
                  balance
                
                $
                589,692
                
                $
                273,892
 
 **9.
        RELATED PARTY TRANSACTIONS**
 
 During
        the period, the Company was charged $40,050 (2004 - $22,500) by a director
        of
        the Company for management fees; $31,000 (2004 - Nil) by a director for
        consulting fees; $5,500 (2004 - Nil) by 4 directors for directors’ fees; and
        deferred costs of $4,450 (2004 - Nil). In addition, the director charged
        the
        Company $5,000 (2004 - $7,250) for rent and telephone expenses. The transactions
        were recorded at the exchange amount.
 
 **10.
        FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK**
 
 The
        Company’s financial instruments consist of cash, accounts receivable, accounts
        payable and loans payable. It is management’s opinion that the Company is not
        exposed to significant interest, currency or credit risks arising from these
        financial instruments. The fair values of these financial instruments
        approximate their carrying value.
 
 79
 **RODINIA
        MINERALS INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
        the Third Quarters Ended September 30, 2005 and 2004**
 
 **11.
        SUBSEQUENT EVENTS**
 
 Private
        Placement
 
 On
        October 31, 2005, the Company announced that it had completed its previously
        announced brokered private placement. The Company received gross proceeds
        of
        $3,040,500 on the private placement of 4,108,785 units at a price of $0.74
        per
        unit through Haywood Securities Inc. as Agent. Each unit (a “Unit”) consists of
        one share and one transferable warrant (a “Warrant”). Each Warrant entitles the
        purchase of one share at a price of $1.10 for a period of twelve (12) months
        subject to the Company’s right to accelerate the expiry date of the warrants if,
        at any time after December 27, 2005, its shares close above $1.50 per share
        for
        30 consecutive trading days (the “acceleration right”). The Company paid a 6%
        commission by issuing 246,527 shares and non-transferable warrants to purchase
        up to an additional 246,527 shares at a price of $1.10 for a period of twelve
        (12) months, subject to the acceleration right, and granted a non-transferable
        option to purchase up to 308,159 Units at a price of $0.74 per Unit, each
        Unit
        consisting of one share and one non-transferable warrant entitling the purchase
        of one additional share on the same terms as for the Warrants included in
        the
        Units. The Company also paid a corporate finance fee of 25,000 Units. Proceeds
        of the financing will be used for general exploration expenditures on the
        Company’s Workman Creek uranium deposit in Gila County, Arizona and working
        capital. In
        accordance with applicable securities laws, all securities issued in connection
        with the private placement
        are subject to a hold period expiring March 1, 2006.
 
 Option
        and Joint Venture Agreement
 
 On
        November 4, 2005, the Company announced that it had negotiated the terms
        of an
        option and joint venture agreement with Patriot Power Corp., a private Nevada
        corporation, (“Patriot”) pursuant to which Patriot can acquire from the Company
        a 60% interest in 209 recently staked unpatented lode mining claims located
        in
        Arizona (the “209 Claims”). Patriot will acquire its 60% interest in the 209
        Claims upon Patriot exercising an option (the “Patriot Option”) it holds to
        acquire a 100% interest, subject to Yellowcake Royalties totaling 3%, in
        21
        unpatented lode mining claims (the “Lake Claims”). The 209 Claims surround the
        Lake Claims. Upon the exercise by Patriot of the Patriot Option, the terms
        of
        the option and joint venture agreement provide that the Company will then
        hold a
        40% joint venture interest in all 230 claims, subject to the Yellowcake
        Royalties totaling 3%. To exercise the Patriot Option, Patriot must pay
        US$1,300,000, issue 2,500,000 shares and 1,000,000 share purchase warrants
        and
        expend not less than an aggregate US$3,500,000 on exploration over four years.
        Under the terms of the option and joint venture agreement with the Company,
        Patriot is obliged to maintain the 209 Claims in good standing and is granted
        the right to conduct exploration and development work on them.
 80





**Item
        19. Exhibits.**
   Exhibit
                  1.
              Articles
                  of Incorporation*Exhibit
                  2.
              Technical
                  Report*Exhibit
                  3.
              Stock
                  Option Plan*Exhibit
                  4.
              Cooper
                  Minerals Agreement*Exhibit
                  5.
              Lucky
                  Boy Agreement*
 * 
        Incorporated by reference to form 20-F filed with the commission on June
        28, 2005