**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      20-F**





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


OR


x  **ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934**  **FOR
      THE FISCAL YEAR ENDED December 31, 2006**


OR


o TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the transition period from ______ to _______


OR


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




COMMISSION
      FILE NUMBER: **000-51389** ****




**RODINIA
      MINERALS, INC.**


(Exact
      name of registrant as specified in its charter)




**Province
      of British Columbia**


(Jurisdiction
      of incorporation or organization)





**Suite
      600, 595 Howe Street Street, 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, 2006, there were 21,570,123 common shares issued and outstanding.
      As of July 17, 2007 there were 22,667,217 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. **** **xx**





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




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








**TABLE
      of CONTENTS**





**Forward-Looking
                  Statements**
              
              
              6**Glossary
                  of Mining Terms**
              
              
              6**Item
                  1. Identity of Directors, Senior Management and
                  Advisers**
              
              
              10**Item
                  2. Offer Statistics and Expected Timetable**
              
              
              10**Item
                  3. Key Information**
              
              
              11**A.
                  Selected Financial Data**
              
              
              11Exchange
                  Rates
              
              
              12Rate
                  of Currency Exchange
              
              
              14LOANS
                  PAYABLE
              
              
              14Convertible
                  Debt
              
              
              14Financings
              
              
              15**C.
                  Reasons for the Offer and Use of Proceeds.**
              
              
              17**D.
                  Risk factors**
              
              
              17**Item
                  4. Information on the Company**
              
              
              22**A.
                  Corporate Information**
              
              
              22**B.
                  Business Overview**
              
              
              22**Item
                  5. Operating and Financial Review and Prospects**
              
              
              34**A.
                  Operating Results**
              
              
              34U.S.
                  and Canadian GAAP Differences
              
              
              34**B.
                  Liquidity and Capital Resources**
              
              
              37**C.
                  Research and Development, Patents and Licenses,
                  etc.**
              
              
              38**D.
                  Trend Information**
              
              
              38**E.
                  Off-balance Sheet Arrangements.**
              
              
              39**F.
                  Tabular Disclosure of Contractual Obligations**
              
              
              39**G.
                  Safe Harbor**
              
              
              39**Item
                  6. Directors, Senior Management and Employees**
              
              
              41**A.
                  Directors and Senior Management**
              
              
              41**C.
                  Board Practices**
              
              
              51**D.
                  Employees**
              
              
              53**E.
                  Share Ownership**
              
              
              53**Item
                  7. Major Shareholders and Related Party
                  Transactions**
              
              
              53**A.
                  Major Shareholders**
              
              
              53**B.
                  Related Party Transactions.**
              
              
              53**C.
                  Interests of Experts and Counsel**
              
              
              54**Item
                  8. Financial Information**
              
              
              55**A.
                  Consolidated Statements and Other Financial
                  Information**
              
              
              55**B.
                  Significant Changes**
              
              
              55**Item
                  9. The Offer and Listing**
              
              
              55**A.
                  Offer and Listing Details**
              
              
              55**B.
                  Plan of Distribution**
              
              
              56**C.
                  Markets**
              
              
              56**D.
                  Selling Shareholders**
              
              
              56**E.
                  Dilution**
              
              
              56**F.
                  Expenses of the Issue**
              
              
              56**Item
                  10. Additional Information**
              
              
              56**A.
                  Share Capital**
              
              
              56**B.
                  Memorandum and Articles of Association**
              
              
              61**C.
                  Material Contracts**
              
              
              65**D.
                  Exchange Controls**
              
              
              66**E.
                  Taxation**
              
              
              69**F.
                  Dividends and Paying Agents**
              
              
              76
    2
   **G.
                  Statement by Experts**
              
              
              76**H.
                  Documents on Display**
              
              
              76**I.
                  Subsidiary Information**
              
              
              77**Item
                  11. Quantitative and Qualitative Disclosures About Market
                  Risk**
              
              
              77**Item
                  12. Description of Securities Other than Equity
                  Securities**
              
              
              77**A.
                  Debt Securities**
              
              
              77**B.
                  Warrants and Rights**
              
              
              77**C.
                  Other Securities**
              
              
              80**D.
                  American Depositary Shares**
              
              
              80**Item
                  17 and 18 Financial Statements**
              
              
              81**CONSOLIDATED
                  FINANCIAL STATEMENTS****AUDITORS’
                  REPORT****COMMENTS
                  BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING
                  CONFLICT****SIGNATURES**
              
              
              101**Item
                  19. Exhibits**
              
              
              101





3


**Forward-Looking
      Statements**





The
      following discussion contains forward-looking statements 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", or "would" 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 the terms "measured resources" and "indicated resources"
      are
      recognized and required by Canadian regulations; however, the U.S. Securities
      and Exchange Commission 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.








**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.




4






**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.**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.




5






**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.**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.






6






**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.**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.** ******





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 5P5Robert
                Pirooz,
              Director
            42
                years old
            150
                Tolmie Avenue
              Vancouver,
                B.C. V6R 4B5








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





Not
      applicable





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





Manning
      Elliott


Chartered
      Accountants


11 th Floor,
      1050 West Pender Street


Vancouver,
      BC, Canada V6E 3S7





**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”). 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,
      2006, 2005, 2004, 2003, and 2002. The selected financial and operating
      information as at December 31, 2006, 2005, 2004, 2003, and 2002 and for each
      of
      the years in the three year period ended December 31, 2006, 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 year ended
      December 31, 2002 have been extracted from audited financial statements not
      included herein.








**2006**
            **2005**
            **2004**
            **2003**
            **2002****Interest
                Revenue**Canadian
                GAAP
            $170,880
            $
                55,612
            $
                1,035
            $
                12
            $
                14United
                States GAAP
            $170,880
            $
                55,612
            $
                1,035
            $
                12
            $
                14**Total
                Assets**Canadian
                GAAP
            $9,621,558
            $5,764,231
            $
                456,618
            $
                652
            $
                2,315United
                States GAAP
            $5,192,314
            $4,634,788
            $
                82,337
            $
                652
            $
                2,315**Net
                (Loss)**Canadian
                GAAP
            $(1,108,736)
            $
                (830,112)
            $
                (362,534)
            $
                (154,427)
            $
                (1,015,682)United
                States GAAP
            $(4,470,772)
            $
                (1,565,385)
            $
                (736,815)
            $
                (154,427)
            $
                (32,183)**Shareholders'
                Equity**Canadian
                GAAP
            9,578,016
            $
                5,681,115
            $
                181,863
            $
                (41,638)
            $
                (141,068)United
                States GAAP
            $5,148,772
            $
                (3,959,672)
            $
                (192,418)
            $
                (41,638)
            $
                (141,068)**Share
                Capital**Canadian
                GAAP
            21,976,833
            $
                17,743,495
            $
                13,179,357
            $
                12,793,357
            $
                12,613,357United
                States GAAP
            21,976,833
            $
                17,743,495
            $
                13,179,357
            $
                12,793,357
            $
                12,613,357




9


**Net
                  (Loss) Per Share**Canadian
                  GAAP
              $
                  (0.06)
              $
                  (0.08)
              $
                  (0.08)
              $
                  (0.02)
              $
                  (0.08)United
                  States GAAP
              $(0.23)
              $
                  (0.15)
              $
                  (0.16)
              $
                  (0.05)
              $
                  0.00**Cash
                  Provided**Canadian
                  GAAP
              $
                  (621,091)
              $
                  (511,315)
              $
                  (93,697)
              $
                  (80,680)
              (93,067)United
                  States GAAP
              $(621,091)
              $
                  (1,234,898)
              $
                  (467,978)
              $
                  (80,680)
              (26,585)**Investing
                  Activity**Canadian
                  GAAP
              $(803,624)
              $
                  (723,583)
              $
                  (374,281)
              -
              $
                  (66,482)United
                  States GAAP
              -
              -
              -
              -
              -**Dividends
                  Declared Per Share**Canadian
                  GAAP
              NIL
              NIL
              NIL
              NIL
              NILUnited
                  States GAAP
              NIL
              NIL
              NIL
              NIL
              NIL


The
      Company prepares its financial statements in accordance with accounting
      principles generally accepted in Canada (“Canadian GAAP”), which differ in
      certain respects from those principles that the Company would have followed
      had
      its financial statements been prepared in accordance with accounting principles
      generally accepted in the United States (“US GAAP”). The material differences
      between Canadian and US GAAP, which affect the Company’s financial statements,
      are described below, and their effect on the financial statements is summarized
      as follows:




(a)
            Net
                Loss




**2006**
            
            **2005**
            
            **2004**Net
                loss under Canadian GAAP
            
            $
            (1,108,736
            )
            $
            (830,112
            )
            $
            (362,534
            )Deduct:Capitalized
                expenditures on unproven mineral properties
            
            
            (3,362,036
            )
            
            (692,927
            )
            
            (374,281
            )Loss
                and comprehensive loss under US GAAP
            
            $
            (4,470,772
            )
            $
            (1,523,039
            )
            $
            (736,815
            )Loss
                per share under US GAAP - basic and diluted
            
            $
            (0.23
            )
            $
            (0.15
            )
            $
            (0.16
            )




Under
      Canadian GAAP, companies have the option to defer exploration expenditures
      on
      prospective properties until such time as it is determined that further work
      is
      not warranted, at which point capitalized costs would be written off. Under
      US
      GAAP, all exploration expenditures are expensed until an independent feasibility
      study has determined that the property is capable of commercial production.
      At
      this stage, the Company has not yet identified economically recoverable reserves
      on any of its interests. Accordingly, under US GAAP, all exploration costs
      incurred are expensed.




(b)  Mineral
      Properties




10






**2006**
            
            **2005**Mineral
                properties under Canadian GAAP
            
            $
            (4,429,244
            )
            $
            (1,067,208
            )Deduct:Capitalized
                expenditures on unproven mineralproperties
                (Note 15(a))
            
            
            (4,429,244
            )
            
            (1,067,208
            )Mineral
                properties under US GAAP
            
            $
            -
            
            $
            -




(c)  Deficit




**2006**
            
            **2005**
            
            **2004**Deficit
                under Canadian GAAP
            
            $
            (15,210,234
            )
            $
            (14,101,498
            )
            $
            (13,271,386
            )Deduct:Capitalized
                expenditures on unproven mineralproperties
                (Note 15(a))
            
            
            (4,429,244
            )
            
            (1,067,208
            )
            
            (374,281
            )Deficit
                under US GAAP
            
            $
            (19,639,478
            )
            $
            (15,168,706
            )
            $
            (13,645,667
            )




(d)  Cash
      Flow
      From Operating Activities




Under
      US
      GAAP, cash flow from operating activities must be presented as the amount
      calculated after taking into effect the changes in non-cash working capital
      items. The disclosure of a subtotal referring to the amount of cash flow from
      operating activities before changes to working capital items is not permitted.




**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
            2006
            2005
            2004
            2003
            2002
            2001Average
                for Period
            1.1368
            1.1615
            1.2034
            1.2923
            1.5800
            1.5925






Month
                  Ended
              
              
              June
              
              
              May
              
              
              April
              
              
              March
              
              
              February
              
              
              JanuaryYear
              
              
              2007
              
              
              2007
              
              
              2007
              
              
              2007
              
              
              2007
              
              
              2007High
                  for Period
              
              
              1.0727
              
              
              1.1136
              
              
              1.1583
              
              
              1.1810
              
              
              1.1852
              
              
              1.1824Low
                  for Period
              
              
              1.0579
              
              
              1.0719
              
              
              1.1068
              
              
              1.1530
              
              
              1.1586
              
              
              1.1647






11





Month
            
            December
            
            November
            
            October
            
            September
            
            August
            
            JulyYear
            
            2006
            
            2006
            
            2006
            
            2006
            
            2006
            
            2006High
                for Period
            
            
            1.1652
            
            
            1.1474
            
            
            1.1384
            
            
            1.1272
            
            
            1.1312
            
            
            1.1415Low
                for Period
            
            
            1.1415
            
            
            1.1275
            
            
            1.1154
            
            
            1.1052
            
            
            1.1066
            
            
            1.1112








**Rate
      of Currency Exchange**





As
      of
      December 29, 2006, 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
      $
      1.1652 (US
      $1.00
      = CAD $ 1.1652).





As
      of
      June 29, 2007, 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
      $
      1.0634 (US
      $1.00
      = CAD $ 1.0634).





**B.
      Capitalization and Indebtedness**


**Loans
      Payable**




**2006**
              
              
              **2005**
              
              
              2004Unsecured loans
                  payable,
                  non-interest bearing,
              
              **$**
              **-**
              
              **$**
              **-**
              
              $
              -no
                specified terms of repayment
              
              
              
              
              
              
              
              
              ****135,535$
              **NIL**
              
              $
              **NIL**
              
              
              $
                  135,535






As
      at
      December 31, 2006, there was $NIL of loans payable.





The
      loans
      of $135, 535 (CAD $151,800 - accepted by the TSX on October 19, 2004) that
      were
      recorded in 2004 were issued for a one year term, and were unsecured and
      non-interest bearing. The lenders had 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
      consisted 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.





**Convertible
      Debt**





During
      the year ended December 31, 2005, holders of the Company’s convertible debt
      instruments exercised options to convert their loans into 506,000 common shares
      at a deemed price of $0.30 and 506,000 non-transferable share purchase warrants.
      Each warrant entitled the holder to purchase one common share of the Company
      at
      a price of $0.30 per share expiring on September 20, 2005. All 506,000 warrants
      were exercised during the year. In connection with the conversion, the Company
      issued as a commission 46,750 units consisting of one common share of the
      Company and one non-transferable common share purchase warrant with terms
      similar to those issued on conversion.





As
      at
      December 31, 2005, an amount of $11,090 (2004 - $nil) due to directors of the
      Company and a company controlled by a director of the Company for expenses
      incurred on the Company’s behalf is recorded in due to related parties. The
      amount is unsecured, non-interest bearing and repayable on demand.





As
      at
      December 31, 2006, an amount of $1,625 (2005 - $11,090) due to directors of
      the
      Company and a company controlled by a director of the Company for expenses
      incurred on the Company’s behalf is recorded in due to related parties. The
      amount is unsecured, non-interest bearing and repayable on demand.




12


**Loans
      Receivable**





During
      the year ended December 31, 2006, the Company advanced US $450,000 to third
      parties on behalf of Patriot Power Corp. The advances are non-interest bearing,
      unsecured and have no fixed terms of repayment.





**Financings**





In
      2006,
      Rodinia initiated the following private placements:




**Private
      Placement of 1,000,000 Units June 2, 2006**





On
      June
      2, 2006, the Company issued 1,000,000 units at $0.74 per unit for gross proceeds
      of $740,000 under a non-brokered private placement. Each unit consisted of
      one
      common share of the Company and one transferable common share purchase warrant.
      Each warrant entitled the holder to purchase one common share of the Company
      at
      a price of $1.10 per share expiring on June 2, 2007. In the event that the
      Company’s shares close trading on the TSX at a price of $1.50 or more for a
      period of at least 30 consecutive trading days after August 1, 2006, the Company
      will have the right to reduce the exercise period of the warrants to 30 days,
      after such period. Values of $554,731 and $185,269 were assigned to the common
      shares and warrants, respectively, based on their relative fair values at the
      closing date of the private placement. In connection with the private placement,
      the Company issued as a commission 71,000 units consisting of one common share
      of the Company and one nontransferable common share purchase warrant with terms
      similar to those units issued under the non-brokered private placement. The
      common share purchase warrants included in these units were assigned a fair
      value of $24,424 computed using the Black-Scholes option-pricing model. The
      Company incurred other share issue costs of $4,200 in connection with this
      offering.





**Private
      Placement of 1,000,000 Units January 3, 2006**





On
      January 3, 2006, the Company issued 800,000 units at $0.74 per unit for gross
      proceeds of $592,000 under a non-brokered private placement. Each unit consisted
      of one common share of the Company and one transferable common share purchase
      warrant. Each warrant entitles the holder to purchase one common share of the
      Company at a price of $1.10 per share expiring on January 3, 2007. In the event
      that the Company’s shares close trading on the TSX at a price of $1.50 or more
      for a period of at least 30 consecutive trading days after March 4, 2006, the
      Company will have the right to reduce the exercise period of the warrants to
      30
      days, after such period. Values of $412,471 and $179,529 were assigned to the
      common shares and warrants, respectively, based on their relative fair values
      at
      the closing date of the private placement. In connection with the private
      placement, the Company issued 70,135 units with terms similar to those units
      issued under the non-brokered private placement as a commission. The common
      share purchase warrants included in these units were assigned a fair value
      of
      $42,432 computed using the Black-Scholes option-pricing model. The Company
      incurred other share issue costs of $5,400 in connection with this
      offering.





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.





In
      accordance with applicable Canadian securities laws, all securities issued
      in
      connection with the private placement were subject to a hold period, which
      expired on May 11, 2006.




13





In
      2005,
      Rodinia initiated the following private placements:





**Private
      Placement of 4,108,785 Units October 30, 2005**





On
      October 30, 2005, the Company issued 4,108,785 units at $0.74 per unit for
      grossproceeds of $3,040,501 under a brokered private placement. Each unit
      consisted of one common share of the Company and one transferable common share
      purchase warrant. Each warrant entitled the holder to purchase one common share
      of the Company at a price of $1.10 per share expiring on October 30, 2006.
      In
      the event that the Company’s shares close trading on the TSX at a price of $1.50
      per share or more for a period of at least 30 consecutive trading days after
      December 29, 2005, the Company will have the right to reduce the exercise period
      of the warrants to 30 days, after such period. In connection with the private
      placement, the Company issued as a commission 246,527 units and as a corporate
      finance fee 25,000 units consisting of one common share of the Company and
      one
      nontransferable common share purchase warrant with terms similar to those units
      issued under the brokered private placement. The agent warrants included in
      these units were assigned fair values of $77,237 and $7,833, respectively,
      computed using the Black-Scholes option pricing model. The Company also issued
      as a commission 308,159 options to acquire units consisting of one common share
      of the Company and one non-transferable common share purchase warrant with
      terms
      similar to those units issued under the brokered private placement. These agent
      options were assigned a fair value of $234,755 computed using the Black-Scholes
      option-pricing model. The Company incurred other share issue costs of $14,702
      in
      connection with this offering.





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 were subject to a hold period, which
      expired on March 1, 2006.





**Private
      Placement of 2,000,000 Units** **March
      2, 2005**





On
      March
      2, 2005, the Company issued 2,000,000 units at $0.65 per unit for gross
      proceedsof $1,300,000 under a brokered private placement. Each unit consisted
      of
      one common share of the Company and one-half of one transferable common share
      purchase warrant. Each whole warrant entitled the holder to purchase one common
      share of the Company at a price of $0.80 per share expiring on March 2, 2006
      increasing to $0.90 per share expiring on March 2, 2007. In connection with
      the
      private placement, the Company issued as a commission 150,000 units and as
      a
      corporate finance fee 30,000 units consisting of one common share of the Company
      and one-half of one non-transferable common share purchase warrant with terms
      similar to those units issued under the brokered private placement. The common
      share purchase warrants included in these units were assigned fair values of
      $95,955 and $19,191, respectively, computed using the Black-Scholes option
      pricing model. The Company also issued as a commission 200,000 options to
      acquire units consisting of one common share of the Company and one-half of
      one
      non-transferable common share purchase warrant with terms similar to those
      units
      issued under the brokered private placement. These agent options were assigned
      a
      fair value of $391,400 computed using the Black-Scholes option-pricing model.
      The Company incurred other share issue costs of $13,615 in connection with
      this
      offering.





Funds
      from the placement will be used to accelerate the exploration program on the
      Workman Creek Uranium Property, commence exploration on 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.







14


As
      at
      December 31, 2006 the Company had working capital of CAD $4,527,717. 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 the exploration 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. Few properties, which are explored
      for uranium, 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. The current
      or proposed exploration programs on properties in which the Company has an
      interest may not result in the delineation of mineral deposits.





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. The Company may obtain insurance against certain risks, however
      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. It is
      possible that the Company’s own exploration program will fail to locate
      sufficient resources to warrant further exploration.





If
      we do
      not 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 a 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.





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.




15





At
      December 31, 2006, the fiscal year end, the Company had an accumulated deficit
      of CAD $15,210,234 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.





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.





After
      Rodinia graduated to a Tier 1 listing from its Tier 2 listing on the TSX Venture
      Exchange, the Company was required to make a payment of 2.5 million shares
      and
      1.5 million warrants to Cooper Minerals, Inc. to complete the acquisition of
      the
      Workman Creek property in Gila County, Arizona. The warrants are exercisable
      for
      a period of five years to July 18, 2011, at an exercise price of 74 cents per
      share. The shares and warrants were subject to a hold period that expired
      November 19, 2006.





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. At
      Rodinia’s annual general meeting in June of 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.




16





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 such deposits may never be reclassified as reserves. Mineral
      deposit estimates included here have not been adjusted in consideration of
      these
      risks and, ultimately, may not, be reclassified as reserves.





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. 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.





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, Mr. Donald Mosher, our
      Vice President of Communications and a Director of the Company, and Mr. Robert
      Pirooz, a Director of the Company do not have formal training as geologists.
      Because these key members of our management team have no formal training as
      geologists, these individuals may not be fully aware of the specific
      requirements related to exploring and developing a uranium mining project.





Mr.
      Ken
      Thorsen, P
      Eng., our
      Vice
      President of Exploration and a Director of the Company, possesses the training
      and experience that is required to manage our uranium projects from the
      exploration phases through to the possible development of a mine. Mr. Thorsen
      is
      a formally trained geologist and holds a BSc
      Geological Engineering. Mr. Thorsen has in excess of 40 years’ experience in
      base metal and uranium projects as Project and Senior Project geologist for
      SMDC
      (now Cameco). 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, Mr
      Thorsen was
      responsible for the administration of 17 exploration offices and all field
      operations of the exploration department. Our
      senior management team will consult with Mr. Thorsen, our Vice President of
      Exploration, on the Company’s strategies and plans for mineral exploration.





Mr.
      Thorsen’s experience does not alleviate the fact that Mr. Morrison, Mr. Mosher
      and Mr. Pirooz lack technical training and experience with exploring for,
      starting and operating a mine, and that they may not be fully aware of the
      specific requirements related to working within this industry. Decisions and
      choices made by our senior management team 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 because some senior members of our management team
      lack
      formal training specific to the technicalities of mineral
      exploration.




17


WE
      HAVE A
      LIMITED OPERATING HISTORY.





The
      Company has a limited history of operations. We may not be successful in
      entering into any new exploration ventures, or acquiring additional exploration
      properties, and we may not be successful in growing our uranium exploration
      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. 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.





WE
      ARE
      DEPENDENT ON KEY PERSONNEL. IF WE ARE NOT ABLE TO RETAIN THE SERVICES OF OUR
      KEY
      PERSONNEL OUR BUSINESS COULD BE ADVERSELY AFFECTED.





The
      success of our operations and activities is dependent to a significant extent
      on
      the efforts and abilities of key Officers and Directors. The loss of services
      of
      Don Morrison, (President and Director), Donald Mosher (Vice President
      Communications and Director) Ken Thorsen (Vice President Exploration and
      Director) or Robert Pirooz (Director) could have a material adverse effect
      on
      our business. 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.




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.





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. However 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. Stricter environmental
      regulation could materially adversely affect the Company's results of operations
      in a particular period or its long-term business prospects.





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.




18


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 A
      POSSIBILITY OF 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”. ** REGULATIONS
      RELATING TO “PENNY STOCKS” LIMIT THE ABILITY OF OUR SHAREHOLDERS TO SELL THEIR
      SHARES AND, AS A RESULT, OUR SHAREHOLDERS MAY HAVE TO HOLD THEIR SHARES
      INDEFINITELY.





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.




19


**Item
      4. Information on the Company**





**A.
      Corporate Information**





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.





The
      Company’s business address and executive offices are located at Suite 600 - 595
      Howe Street Vancouver, BC V6C 2T5.





The
      Company’s telephone number is 604 662-3903 and the Company’s fax number is 604
      662-3904.





The
      Company’s registered office for service in Canada is located at Suite 600 - 595
      Howe Street Vancouver, BC V6C 2T5.





**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 1 of the TSX Venture Exchange (TSX-V) under the symbol “RM”. Rodinia is
      focused on the exploration and development of uranium properties.





At
      present, Rodinia holds 403 claims in the state of Arizona, 370 of which it
      acquired through “claim staking”, and 33 claims that the Company acquired from
      Cooper Minerals, Inc. Rodinia holds 194 claims at Workman creek in Gila County
      and an additional 209 claims in Mormon Lake. Rodinia optioned a 60% interest
      in
      the 209 claims in Mormon Lake to Patriot Power Corp., a private Nevada
      Corporation. It is the Company’s intent to explore the claims for the presence
      of uranium mineralization on its own or as a joint venture partner.






20


On
      July
      14, 2006 Rodinia was accepted by the TSX Venture Exchange  as
      a Tier
      1 listed Company.




The
      following table summarizes TSX
      Venture Exchange 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 table outlining 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.




For
      further information on TSX-V policies and guidelines see:




·
            www.tsx.com/en/aboutUs/CADx/




·
            www.tsx.com/en/pdf/TSXandTSXVenture_MiningListingRequirements.pdf







**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




21


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 (USD
      $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.





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
            )








**Current
      Projects and Operations**





**Overview:
      Workman Creek Project & Mormon Lake Project**





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.)




The
      Agreement provides that Rodinia can acquire a 100-per-cent interest, subject
      to
      a 3-per-cent Yellowcake royalty, in 33 unpatented mining claims by paying
      $135,000 (paid), issuing 2.5 million of its shares (issued), issuing
      non-transferable share purchase warrants (issued) entitling the purchase of
      up
      to 1.5 million of its shares for five years, and expending $2-million (U.S.)
      on
      exploration over the next four years.






The
      warrants are exercisable for a period of five years to July 18, 2011, at an
      exercise price of 74 cents per share. The shares and warrants are subject to
      a
      hold period expiring Nov. 19, 2006.






22


Rodinia
      closed on the letter agreement with Cooper Minerals to acquire an option on
      a
      100-per-cent interest in the Workman Creek uranium property located in Gila
      County, Arizona. The November 5, 2004 agreement was subject to Rodinia
      graduating to Tier 1 and Canadian regulatory approval.





On
      July
      20, 2006, the Company announced that it had closed on the option agreement
      to
      acquire 100% interest on the Workman Creek Uranium Property. As per the
      agreement, the Company issued 2.5 million common shares to Cooper Minerals,
      Inc., a Nevada-based company. In addition, as per the underlying agreement,
      1,500,000 warrants were issued to the vendors (N. Cousins and S. Van Ert).




During
      fiscal 2004, Rodinia investigated several properties, in addition to the 33
      Workman Creek Claims optioned in November 2004 from Cooper Minerals, in the
      State of Arizona. In fiscal 2004, deposits in the amount of $58,028 were made
      to
      secure certain areas for claims staking and possible acquisition. In fiscal
      2004, Rodinia resultantly staked 161 mineral claims in Gila County,
      Arizona, located within a
      ten-mile radius of, and in addition to, the 33 Workman Creek
      claims the Company optioned from Cooper Minerals.





During
      the year that ended December 31, 2005, Rodinia advanced $92,613 to stake 209
      claims, which it acquired through “claim staking”, in the Mormon Lake (Arizona)
      area, with the intent to explore these claims for the presence of uranium
      mineralization. The 209 staked claims are in addition to 161 claims the Company
      staked in fiscal 2004, and the 33 claims that the Company optioned from Cooper
      Minerals also in 2004, all of which are located in Gila County and Mormon Lake,
      Arizona. The total number of claims staked by Rodinia is 370. The total number
      of claims held in Arizona by Rodinia is 403, which includes the 307 staked
      claims at Workman Creek and Mormon Lake, and the 33 claims at Workman Creek
      that
      Rodinia optioned from Cooper Minerals November 5, 2004 and acquired on July
      14,
      2006.





**The
      Workman Creek Property**





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”.















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.





As
      part
      of the Option Agreement with Cooper Minerals, Rodinia also acquired a database
      compiled by Westinghouse Electric Corporation (“Westinghouse”) on the Dripping
      Springs geological uranium bearing unit 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 that was
      commissioned by Cooper for a total estimated cost of US $10 million at that
      time.




23


**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 shut down until
      the late 1970’s following a decline in the price of uranium. When uranium prices
      were falling and the cost to acquire property was low, Wyoming Mineral
      Corporation, a wholly owned subsidiary of Westinghouse, blanket staked the
      area
      and embarked on an exploration program at Workman Creek. 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 Wyoming Mineral
      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.





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.





**Property
      Report on** **Workman
      Creek**





Rodinia
      commissioned Joe Montgomery PhD., P. Eng., a Qualified Person (as defined under
      NI #43-101), to author a property report. On May 10, 2006 the Board of Directors
      of Rodinia Minerals announced that Dr. Montgomery completed a National
      Instrument 43-101 (“NI 43-101”) compliant technical report on the Workman Creek
      Uranium Project located in Gila County, Arizona (the “Report”).  In the
      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.”*





**Conclusions
      and Recommendations from the Property 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 that prevailed at that time.




24




2.
      The
      North Workman Creek and South Workman Creek deposits appear to be parts of
      the
      same deposit that 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.





In
      the
      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.





**Exploration
      Plan: Phase 1 and Phase 2 Exploration at Workman Creek as Recommended in Dr.
      Montgomery’s Property Report**





As
      recommended by Dr. Montgomery in the property 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.





The
      Company raised the funding required to execute Phase 1 and Phase 2 of the
      Company’s exploration program at Workman Creek, with the successful completion
      of two private placements that raised CAD $1.3 million, (completed March 09,
      2005) and CAD $3.04 million (completed October 31, 2005).





***Results,
      developments and future plans***




In
      the 33
      lode claims at the Workman Creek/Cooper property, a continuous grid of 50m
      line
      spacing and 50m station points was established on the North and South ore
      bodies. Conventional soil sampling was also performed along with test MMI pits
      and scintillometer surveys. GPS locations of existing workings in the watershed
      were done and drill holes have been spotted. Drill roads and access to those
      drill-hole locations have been worked on and cleaned-up in anticipation of
      the
      drill program. Further drilling, down-hole radiometrics, and mapping /sampling
      will still have to be completed. However, the Company has conducted all the
      necessary requirements by the Forest Service
      in Tonto National Forest in terms of the plan of operation, biological surveys,
      and other pertinent stipulations to facilitate the permitting process. SWCA
      Environmental Consultants and Mining and Environmental Consultants Inc. have
      addressed all the requirements imposed upon the Company by the Tonto National
      Forest, which include biological assessments and other environmental issues.
      The
      Company received the announcement of the Forest Service and the Reclamation
      Bond
      was paid to the PV Ranger District in the amount of $19,889
      (US$16,500).






25


The
      company has abstained from any drilling as at December 31, 2005 and has opted
      for a non-disturbance resource calculation prepared by the previous
      operators.





With
      respect to the remaining claims staked by the Company (within 10 mile radius
      of
      the Workman Creek claims), an on-going work program has been performed in 7
      district areas within the Dripping Springs Geological Unit. In these areas,
      GPS
      grids were established, soil geochem samples were taken, and scintillometer
      surveys were performed. All samples were shipped to Chemex Labs of Reno, Nevada
      for prep and analysis. Based on the initial results, more geophysical
      geochemical mappings and samplings need to be applied in the staked areas
      prior to any decision to proceed with drilling.




On May
      10,
      2006, the Company announced that J. H. Montgomery, Ph.D., P. Eng. had completed
      a National Instrument 43-101 (“NI 43-101”) compliant technical report on the
      Workman Creek Uranium Project located in Gila County, Arizona (the “Report”).
      The Report recommends a program of confirmation and extension drilling to be
      followed by a scoping study, all at an estimated cost of US$1 million. The
      TSXV
      has accepted the Workman Creek Uranium Project as a Tier 1 Property. On July
      13,
      the TSXV confirmed that the Company had met the requirements for a Tier 1
      company and that effective July 14, 2006, the Company’s Tier classification
      would be changed from Tier 2 to Tier 1.




Phase
      1,
      which is complete, consisted of an 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.




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. During
      this phase, an evaluation of the orebody will be conducted to determine if
      in
      situ leaching is feasible. From there a preliminary feasibility study could
      be
      completed. The Company is currently working on Phase 2 and is expected to take
      about six months to complete at an estimated cost of $600,000. The Company’s total deferred expenditures in
      Workman’s Creek is $1,073,859





On
      September 22, 2006 Rodinia Minerals announced that Gary Giroux, a Member of
      the
      Association of Professional Engineers and Geoscientists of the Province of
      British Columbia and a qualified person as defined by NI 43-101,
      recalculated the resource estimate on the Company’s Workman Creek project, by
      refining the geological model used in the calculation.  This has resulted
      in an increase of the inferred resource at a 0.05% cut off, from
      2.35 million tons to 3.22 million tons and the resultant increase in U3O8
      from 4,047,160 lbs. to 5,542,000 lbs. at the same average grade of 0.86%. 
It should be noted that the increase in poundage is also NI 43-101
      compliant.





Rodinia
      contracted Coast Mountain Group Consultants to manage the next phase of the
      work
      program at Workman Creek.  Coast Mountain recommended a drill program of 78
      reverse circulation holes in order to:  confirm existing resource blocks;
      infill between existing holes in areas of mineralization; and step out from
      known mineralized areas to attempt to expand the resource.  Based on
      positive results, Mr. Giroux states that “additional infill drill holes should
      bring a significant portion of the resource into the measured plus indicated
      status.”  The Company is in the process of applying for drill permits. Mr.
      Giroux is the Company’s qualified person on the project as required under
      NI 43-101.





Coast
      has
      recommended a Phase 2 Budget of approximately $835,000. Drilling permits are
      now
      in the process and the Timing of Operations is as follows:




Action
            Time
                RequiredPlan
                of Operations document preparation
            1
                WeekUSFS
                biological and archeological surveys complete
            6
                WeeksUSFS
                final project approval
            10
                WeeksTotal
            17
                Weeks







26


Coast
      Mountain Group continues to work on general maps, plans of work and permitting
      documents. Geologically significant targets have been identified in the area.
      Correspondence with the Department of Forestry and the Bureau of Land Management
      is on-going.




Based
      on
      some of Coast’s findings and identification of a prospective geological horizon,
      aero magnetic work may be warranted over the property. Sourcing of a suitable
      unit and contractor for the aero magnetic work is underway.




Mineral
      Property Expenditures Workman Creek, Arizona **** 2006
      & 2005




(All
      figures in Canadian dollars)







Workman
                Creek, Arizona****
            
            **2006**
            
            **2005**Mineral
                properties, beginning of year
            
            $
            878,944
            
            $
            374,281Cost
                incurred during the year:Acquisition
                costs
            
            
            3,091,487
            
            
            85,000Property
                deposit
            
            
            3,995
            
            
            29,467Assaying
            
            
            19,742
            
            
            8,447Consulting
            
            
            147,443
            
            
            168,607Claims
                maintenance
            
            
            8,760
            
            
            29,644Field
                equipment and supplies
            
            
            27,322
            
            
            44,727Field
                work, labour and supplies
            
            
            29,112
            
            
            67,437General
                and administration
            
            
            34,850
            
            
            60,761Legal
            
            
            (16,379
            )
            
            -Site
                visits
            
            
            (25,900
            )
            
            10,573Staking
                programs
            
            
            12,019
            
            
            -3,285504,6633,335,736Mineral
                properties, end of year
            
            $
            4,214,680
            
            $
            878,944








For
      the
      three months ended March 31, 2007, the end of the unaudited period, the
      Company’s additional expenditure at Workman Creek was $11,951.00, bringing total
      expenditures at Workman Creek to $4,226,631.00.





**Mormon
      Lake Property**




On
      November 2, 2005, the Company entered into a option and joint venture agreement
      with Patriot Power Corp. (“PPC”) pursuant to which PPC 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”). 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 totalling 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.




27


On
      January 9, 2006, the Company received county recordation on an additional 103
      Mormon Lake claims, which form a contiguous block with the recently staked
      unpatented lode mining claims. The total amount paid to the Bureau of Land
      Management was Cdn$20,831 (US$17,500).




***Results,
      developments and future plans***




On
      February 7, 2006, the Company announced that
      Patriot Power Corp had commenced a 12-hole drilling program on the Arizona lode
      mining claims. The
      drill
      program was completed in April 2006 and the samples were shipped to IPS Labs.




Significant
      results on three (3) holes were reported in a press release, which was dated
      September 13, 2006. Holes MLDH1-3 were drilled into a previously untested
      anomaly and returned:




ML-DH-1:
            13
                feet (0 to 13’) of
            0.12%
                UML-DL-3:
            6
                feet (5 to 11’) of
            0.09%
                UML-DL-3:
            9
                feet (14 to 23’) of
            0.11%
                U





Management
      is encouraged with these results as they are consistent with the type of deposit
      being targeted at Mormon Lake. Phase 2 will focus on further delineating this
      newly discovered uranium enriched zone.




Patriot
      Power, the project’s operator, has contracted Coast Mountain Geological Ltd.
      (“Coast”) of Vancouver, BC, Canada to conduct Phase 2 of the exploration program
      on the project. Coast will be applying to permit up to 35 drill locations for
      this upcoming program. These drill holes will step out from the successful
      spring program holes and in addition will drill test new targets obtained in
      the
      geophysical survey.




Rodinia
      Minerals anticipates that this current the drilling portion of the program
      to
      start once permit approvals have been obtained.




Prior
      to
      drilling, an aerial survey of the area is also warranted as the existing data
      is
      incomplete and generally unreliable. An airborne radiometric survey would allow
      the operator to locate new resources and confirm enlarge existing ones.




A
      total
      of 35 drill holes have been proposed for the main block of claims at Mormon
      Lake. The holes will be placed on available roads and spaced across the claims
      to sufficiently provide a geologic resource. No drill holes have been proposed
      for the northwestern block of claims due to limited road access. Several holes
      are designed to test the radiometric anomaly in the northeastern section of
      the
      main claim block. Many areas around the periphery of the claims cannot be
      drilled without the construction of new roads; these areas may be drilled at
      a
      future time depending upon the results of this program.




The
      drill
      holes will be prioritized based upon available geologic data, spacing and ease
      of access. Unfortunately, at this time, information on previous drilling in
      the
      area is unavailable; drill hole priorities can be changed based upon newly
      available data, field prospecting, and the results of the radiometric or
      spectrometer survey.




Coast
      has
      recommended a Phase 2 budget of approximately $738,548. The Timing of Operations
      is as follows:




Action
            Time
                RequiredComplete
                aerial survey
            2
                WeeksFinalize
                drill and MMI locations
            1
                WeekPlan
                of Operations document preparation
            1
                WeekUSFS
                biological and archeological surveys complete
            6
                WeeksUSFS
                final project approval
            10
                WeeksTotal
            20
                Weeks





28




Coast
      has
      submitted a general location of drilling targets of a biologist in Arizona
      for
      comments and recommendations. For additional surface work that will support
      geological interpretations and expedite analysis of drill results, Coast is
      evaluating the use of a portable X-Ray Fluorescence equipment. This equipment,
      which reads uranium values along with other elements directly related to uranium
      can help Coast in understanding the area and the direct drilling
      efforts.




Mineral
      Property Expenditures Mormon Lake, Arizona **** 2006
      & 2005




(All
      figures in Canadian dollars)







Mormon
                Lake, Arizona****
            
            **2006**
            
            **2005**Mineral
                properties, beginning of year
            
            $
            $188,264
            
            $
            -Cost
                incurred during the year:Acquisition
                costs
            
            
            -
            
            
            -Property
                deposit
            
            
            -
            
            
            -Assaying
            
            
            20,874
            
            
            -Consulting
            
            
            -
            
            
            -Claims
                maintenance
            
            
            -
            
            
            91,306Field
                equipment and supplies
            
            
            -
            
            
            -Field
                work, labour and supplies
            
            
            -
            
            
            -General
                and administration
            
            
            2,176
            
            
            -Legal
            
            
            -
            
            
            4,345Site
                visits
            
            
            -
            
            
            -Staking
                programs
            
            
            -
            
            
            92,6133,250188,26426,300Mineral
                properties, end of year
            
            $
            $214,564
            
            $
            188,264





For
      the
      three months ended March 31, 2007, the end of the unaudited period, the
      Company’s the Company’s additional expenditure at Mormon Lake was $595.00,
      bringing total expenditures at Mormon Lake were $215,159.00.





**Overview:
      Lucky Boy Mine - Uranium Project**





Golden
      Patriot, Corp. (“Golden Patriot”) granted Rodinia (“the Company”) the sole and
      exclusive irrevocable right and option to acquire, upon payment of US$1.00,
      up
      to an undivided 40% right, title and interest in and to the Lucky Boy Project
      (“Project”). The Project’s Uranium deposit is situated in Gila County, Arizona.
      The current land position consists of 14 lode claims on BLM land and 80 acres
      of
      State land held by exploration permit for a total of 320 acres.




The
      option is exercisable from time to time, as to 40% of the interest in respect
      of
      which Golden Patriot has exercised its right to acquire pursuant to the terms
      of
      their agreement with Handley Minerals Inc. (“Handley Agreement”):




(i)
            At
                any time after an aggregate of US$500,000 has been spent on the Project
                and Golden Patriot has thereby exercised its right to acquire, pursuant
                to
                the terms of the Handley Agreement, an undivided 60% right, title
                and
                interest in and to the Project, subject only to the 3% Yellow Cake
                Royalty
                (“Royalty”);




(ii)
            At
                any time after additional, incremental aggregate of US$100,000 has
                been
                spent on the Project and Golden Patriot has thereby exercised its
                right to
                acquire additional incremental undivided 8% interest in and to the
                Project
                for each US$100,000 spent, subject only to the
                Royalty;




(iii)
            Until
                the “Option Expiry Date”, being the day that is 30 days after the date the
                Company receives notice in writing that an aggregate of US$1,000,000
                has
                been spent on the Project and Golden Patriot has thereby exercised
                the
                right to acquire an undivided 100% right, title and interest in and
                to the
                Project, subject only to the
                Royalty.






29




Golden Patriot
      has agreed not to sell, transfer, assign, grant an option on or otherwise
      dispose of its interest in the Project in such a manner as to impair the
      Company’s right to acquire their interest in the Project.




***Results,
      developments and future plans***




Golden
      Patriot is in Year 1 of a four-year work program. At the time of this report,
      Golden Patriot has spent approximately US$500,000 on exploration costs, which
      includes US$50,000 in property payments. Exploration work consisted of
      geological mapping and sampling, geochemical and radiometric surveying, and
      line-cutting. All samples were processed by SGS Laboratories. Preliminary
      results on the rock samples reported encouraging uranium grades. Golden Patriot
      has engaged Mr. Mark Fedikow, Ph.D., P.Eng., P.Geo. to provide a report
      recommending a work and drilling program.




The
      Company 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 (US$500,000 in exploration expenditures).
      As of December 31, 2006, Golden Patriot was in year one of a four-year work
      program. As such, the Company has no financial commitment to, or obligation
      to
      explore, the property for the next three and a half years. The Company will
      base
      its decision on recommendations that follow its assessment of Golden Patriot’s
      results.




**Rodinia
      Grants Option to UraniumCore Company**





On
      June
      14, 2006 Rodinia granted an option, subject to regulatory approval, wherein
      UraniumCore Company, a San Diego based corporation, can acquire, subject to
      a 3%
      Yellowcake royalty, a 75% interest in the Company’s Suckerite, Pendleton Mesa,
      Coon Creek and Oak Creek properties (the “Properties”).




The
      Properties, representing a total of 82 claims, are within a one to twelve mile
      range of the Company’s Workman Creek project in Gila County, Arizona.  The
      82 claims were staked by the Company and are part of the 161 claims that the
      Company claim staked in fiscal 2004. The 82 claims form part of the Dripping
      Springs geological uranium bearing unit.





To
      exercise the option, UraniumCore must: (a) pay the Company US$50,000;
      (b) issue an aggregate of 4,000,000 shares of UraniumCore to the Company;
      and (c) expend US$2,000,000 on exploration on the Properties over a four
      year period.





UraniumCore
      is headquartered in San Diego and currently trades on the OTC Pink Sheets under
      the symbol “UCOR”.  The Company is advised that UraniumCore is in the
      process of seeking a listing on the OTC Bulletin Board.





**Subsequent
      Events**





On
      April
      24, 2007 Rodinia Minerals announced that it and its Delaware subsidiary,
      Donnybrook Platinum Resources, Inc. have entered into a mineral lease agreement
      with Ethel Schell Larsen’s Red Bluff Mine, LLC (“Red Bluff”), to explore,
      develop and mine 46 unpatented lode mining claims and two permitted mill site
      claims (the “Claims”), located in Gila County, Arizona. The Agreement also gives
      the Company the option to purchase, at commercially prevailing rates, water
      associated with water rights owned by Red Bluff. Red Bluff will receive a 3%
      Yellowcake royalty in respect of uranium mined from the Claims, and a 3% net
      smelter return royalty in respect of all other ores mined from the Claims.





The
      Agreement, which is subject to regulatory approval, gives the Company the
      exclusive right of exploration and mining for a period of 17 years in return
      for
      paying to Red Bluff, over a period of five years:




30




§
            US$600,000
                in rental payments;


§
            an
                aggregate of 1.2 million common shares of Rodinia (the “Shares”);


§
            1
                million non-transferable share purchase warrants (the “Warrants”), each
                Warrant entitling Red Bluff to purchase one common share of Rodinia
                for a
                period of five years to April 18, 2012, at a price of $1.00 per share;


§
            and
                expending an aggregate of US$1 million on exploration and development
                of
                the Claims.





After
      year five, the Company will pay annual advance royalty payments to Red Bluff
      of
      US$150,000 for each of years 6 through 15 and US$200,000 for each of years
      16
      and 17.





Rodinia
      agreed to pay a finder’s fee to the maximum permitted under TSX policies in
      connection with its entering into the Agreement. The Shares and Warrants and
      any
      securities issued in payment of the finder’s fee are subject to a hold period
      expiring four months and one day after their issuance.





**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.





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.
      The
      key factor that determines demand for uranium is nuclear reactor fuel
      requirements.





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.




31




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.





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 July 02, 2007, the price
      of
      uranium was U.S. $ 135.00 per pound. (U x
      Weekly
      Spot Prices).





**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.






(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.




32




The highlights
      of financial data for the Company for the three most recently completed
      financial years are as follows:





December
                31, 2006
            
            December
                31, 2005
            
            December
                31, 2004(a)
                Net sales
            
            -
            
            -
            
            -(b)
                Loss before extraordinary items(i)
                Total loss
            
            $
            1,108,736
            
            $
            830,112
            
            $
            362,534(ii)
                Loss per share - basic
            
            $
            0.06
            
            $
            0.08
            
            $
            0.08(iii)
                Loss per share - diluted
            
            $
            0.06
            
            $
            0.08
            
            $
            0.08(c)
                Net loss(i)
                Total loss
            
            $
            1,108,7365
            
            $
            830,112
            
            $
            362,534(ii)
                Loss per share - basic
            
            $
            0.06
            
            $
            0.08
            
            $
            0.08(iii)
                Loss per share - diluted
            
            $
            0.06
            
            $
            0.08
            
            $
            0.08(d)
                Total assets
            
            $
            9,621,558
            
            $
            5,764,231
            
            $
            456,618(e)
                Total long-term liabilities
            
            
            -
            
            
            -
            
            
            -(f)
                Cash dividends declared per-share
            
            
            N/A
            
            
            N/A
            
            
            N/A





***Year
      ended December 31, 2006***


(All
      figures in Canadian dollars)





The
      following is a discussion of the results of operations of the Company for the
      year ended December 31, 2006. The following discussion of the results of
      operations should be read in conjunction with the financial statements of the
      Company and notes thereto. There have been no major changes in accounting
      policies during the period.




The
      loss
      for the year ended December 30, 2006 was $1,108,736 as compared with a loss
      of
      $830,111 for year ended December 30,
      2005. The increase in the loss for the current period was due to increases
      in
      stock based compensation expense (increase of $203,667) and certain general
      and
      administration expenses.




General
      and administration expenses (excluding amortization and stock-based
      compensation) s for the year
      ended December 30, 2006
      was $650,425, which was an increase of $227,467 compared to December, 2005.
      During the current period, increased activities led to the Company incurring additional consulting fees (increase
      of
      $138,523) related to shareholder communication because of certain fees paid
      to
      LMA for the European conferences the company participated in and the Sendal
      S.A.
      marketing agreement for European investors; and an increase in travel, meals
      & entertainment and conferences and shows (increase of
      $109,941).






The
      breakdown of these expenses is as follows:




(i)
            Stock-based
                compensation increased by $203,667 from $424,490 on December 31,
                2005 to
                $628,157 on December 31, 2006;




(ii)
            Accounting,
                audit and legal fees decreased by $20,374 from $122,479 on December
                31,
                2005 to $102,105 December 31, 2006;




(iii)
            Management
                and consulting fees increased by $138,523 from $132,180 on December
                31,
                2005 to $270,703 on December 31,
                2006;




(iv)
            Travel
                and shareholder information increased by $109,941 from $68,532 on
                December
                31, 2005 to $178,473 on December 31,
                2006;




(v)
            Office
                and rent increased by $17,445 from $25,490 on December 31, 2005 to
                $42,935
                on December 31, 2006;




(vi)
            General
                exploration expenses increased by of $13,116 from $nil on December
                31,
                2005 to $13,116 on December 31,
                2006;




(vii)
            Amortization
                decreased by $209 to December 31, 2005.






*Financings,
      Principal Purposes and Milestones*




During
      2006, the Company completed the following Private Placements:





On
      June
      2, 2006, the Company issued 1,000,000 units at $0.74 per unit for gross proceeds
      of $740,000 under a non-brokered private placement. Each unit consisted of
      one
      common share of the Company and one transferable common share purchase warrant.
      Each warrant entitled the holder to purchase one common share of the Company
      at
      a price of $1.10 per share expiring on June 2, 2007. In the event that the
      Company’s shares close trading on the TSX at a price of $1.50 or more for a
      period of at least 30 consecutive trading days after August 1, 2006, the Company
      will have the right to reduce the exercise period of the warrants to 30 days,
      after such period. Values of $554,731 and $185,269 were assigned to the common
      shares and warrants, respectively, based on their relative fair values at the
      closing date of the private placement. In connection with the private placement,
      the Company issued as a commission 71,000 units consisting of one common share
      of the Company and one nontransferable common share purchase warrant with terms
      similar to those units issued under the non-brokered private placement. The
      common share purchase warrants included in these units were assigned a fair
      value of $24,424 computed using the Black-Scholes option-pricing model. The
      Company incurred other share issue costs of $4,200 in connection with this
      offering.




33





On
      January 3, 2006, the Company issued 800,000 units at $0.74 per unit for gross
      proceeds of $592,000 under a non-brokered private placement. Each unit consisted
      of one common share of the Company and one transferable common share purchase
      warrant. Each warrant entitles the holder to purchase one common share of the
      Company at a price of $1.10 per share expiring on January 3, 2007. In the event
      that the Company’s shares close trading on the TSX at a price of $1.50 or more
      for a period of at least 30 consecutive trading days after March 4, 2006, the
      Company will have the right to reduce the exercise period of the warrants to
      30
      days, after such period. Values of $412,471 and $179,529 were assigned to the
      common shares and warrants, respectively, based on their relative fair values
      at
      the closing date of the private placement. In connection with the private
      placement, the Company issued 70,135 units with terms similar to those units
      issued under the non-brokered private placement as a commission. The common
      share purchase warrants included in these units were assigned a fair value
      of
      $42,432 computed using the Black-Scholes option-pricing model. The Company
      incurred other share issue costs of $5,400 in connection with this
      offering.





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.





In
      accordance with applicable Canadian securities laws, all securities issued
      in
      connection with the private placement were subject to a hold period, which
      expired on May 11, 2006.





***Year
      ended December 31, 2005***


(All
      figures in Canadian dollars)





The
      following is a discussion of the results of operations of the Company for the
      year ended December 31, 2005. The following discussion of the results of
      operations should be read in conjunction with the financial statements of the
      Company and notes thereto. There have been no major changes in accounting
      policies during the period.




The
      loss
      for the year ended December 31, 2005 was $830,112 as compared with a loss of
      $362,534 for the year ended December 31, 2004. The following expenses comprised
      the loss of $830,112 for the year ended December 31, 2005. The breakdown of
      these increased expenses is as follows:






I.
            Stock-based
                compensation (Note 8) of $240,720 from $183, 770 on December 31,
                2004 to
                $424,490 on December 31, 2005;




II.
            Accounting,
                audit and legal fees of $57, 428 from $65,051 on December 31, 2004
                to
                $122,479 December 31, 2005;




III.
            Management
                and consulting fees (Note 11(a)) of $82,057 from $50,123 on December
                31,
                2004 to $132,180 on December 31,
                2005;




IV.
            Travel
                and shareholder information of $53,129 from $15,403 on December 31,
                2004
                to $68,532 on December 31, 2005;




34




V.
            Office
                and rent (Note 11(b)) of $13,173 from $12,317 on December 31, 2004
                to
                $25,490 on December 31, 2005;




VI.
            Transfer
                agent fees of $51,397 from $22,880 on December 31, 2004 to $74,277
                on
                December 31, 2005;




VII.
            Amortization
                of $5,079 to December 31, 2005.




*Financings,
      Principal Purposes and Milestones*




During
      2005, the Company completed the following Private Placements:





On
      March
      2, 2005, the Company issued 2,000,000 units at $0.65 per unit for gross proceeds
      of $1,300,000 under a brokered private placement. Each unit consisted of one
      common share of the Company and one-half of one transferable common share
      purchase warrant. Each whole warrant entitles the holder to purchase one common
      share of the Company at a price of $0.80 per share expiring on March 2, 2006
      increasing to $0.90 per share expiring on March 2, 2007. In connection with
      the
      private placement, the Company issued as a commission 150,000 units and as
      a
      corporate finance fee 30,000 units consisting of one common share of the Company
      and one-half of one non-transferable common share purchase warrant with terms
      similar to those units issued under the brokered private placement. The common
      share purchase warrants included in these units were assigned fair values of
      $95,955 and $19,191, respectively, computed using the Black-Scholes
      option-pricing model. The Company also issued as a commission 200,000 options
      to
      acquire units consisting of one common share of the Company and one-half of
      one
      non-transferable common share purchase warrant with terms similar to those
      units
      issued under the brokered private placement. These agent options were assigned
      a
      fair value of $391,400 computed using the Black-Scholes option-pricing model.
      The Company incurred other share issue costs of $13,615 in connection with
      this
      offering.





On
      October 30, 2005, the Company issued 4,108,785 units at $0.74 per unit for
      gross
      proceeds of $3,040,501 under a brokered private placement. Each unit consisted
      of one common share of the Company and one transferable common share purchase
      warrant. Each warrant entitles the holder to purchase one common share of the
      Company at a price of $1.10 per share expiring on October 30, 2006. In the
      event
      that the Company’s shares close trading on the TSX at a price of $1.50 per share
      or more for a period of at least 30 consecutive trading days after December
      29,
      2005, the Company will have the right to reduce the exercise period of the
      warrants to 30 days, after such period. In connection with the private
      placement, the Company issued as a commission 246,527 units and as a corporate
      finance fee 25,000 units consisting of one common share of the Company and
      one
      nontransferable common share purchase warrant with terms similar to those units
      issued under the brokered private placement. The agent warrants included in
      these units were assigned fair values of $77,237 and $7,833, respectively,
      computed using the Black-Scholes option-pricing model. The Company also issued
      as a commission 200,000 options to acquire units consisting of one common share
      of the Company and one non-transferable common share purchase warrant with
      terms
      similar to those units issued under the brokered private placement. These agent
      options were assigned a fair value of $234,755 computed using the Black-Scholes
      option-pricing model. The Company incurred other share issue costs of $14,702
      in
      connection with this offering.





**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.




35




***Year
      ended December 31, 2006***


(All
      figures in Canadian dollars)





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. The Company’s financial success will be dependent upon
      the acquisition of a property that leads to the discovery of economically
      recoverable reserves. Such development may take years to complete and the amount
      of resulting income, if any, is difficult to determine.




As
      at
      December 31, 2006, the Company’s working capital was $4,527,717 as compared to a
      working capital deficit of $4,538,159 as at December 31, 2005. The Company’s
      current working capital is sufficient to meet the requirements for the year
      2006
      for both the Workman Creek and Mormon Lake properties and general and
      administration expenses. However, the ability of the Company to successfully
      acquire and develop additional properties in the resource sector is conditional
      on its ability to secure financing when required. The Company proposes 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 is no assurance that funding
      by
      equity subscriptions will be possible at the times required or desired by the
      Company.






The
      Company’s historical capital needs were met by equity subscriptions (2006 -
      $1,332,000; 2005 - $4,340,501; 2004 - $386,000; 2003 - $180,000); convertible
      loans (2005 - nil; 2004 - $151,800; 2003 - nil); increase due to related parties
      (2006 - ($9.465); 2005 - $11,090; 2004 - nil); proceeds from share subscriptions
      (2006 - nil; 2005 - $592,000; 2004 - nil).




***Year
      ended December 31, 2005***


(All
      figures in Canadian dollars)





As
      at
      December 31, 2005, the Company had a working capital surplus of $4,538,159,
      and
      an accumulated deficit of $14,101,498. 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 changing
      financial markets, funding by equity subscriptions may not be possible at the
      times required or desired by the Company.




The
      Company’s historical capital needs were met by equity subscriptions (2005 -
      $5,138,281; 2004 - $386,000; 2003 - $180,000); convertible loans (2005 - nil;
      2004 - $151,800; 2003 - nil); increase due to related parties (2005 - $11,090;
      2004 - nil); proceeds from share subscriptions (2005 - $592,000; 2004 - nil).




During
      the year ended December 31, 2005, holders of the Company’s convertible debt
      instruments exercised their options to convert their loans into 506,000 common
      shares at a deemed price of $0.30 and 506,000 non-transferable share purchase
      warrants. Each warrant entitled the holder to purchase one common share of
      the
      Company at a price of $0.30 per share expiring on September 20, 2005. All
      506,000 warrants were exercised during the year. In connection with the
      conversion, the Company issued as a commission 46,750 units consisting of one
      common share of the Company and one non-transferable common share purchase
      warrant with terms similar to those issued on conversion.





**C.
      Research and Development, Patents and Licenses, etc.**





For
      the
      fiscal years ended December 31, 2006, December 31, 2005 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, which, historically,
      have been highly volatile. 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.




36





The
      Company will depend 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. This additional capital may not 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.





As
      at
      December 31, 2006, the Company had working capital of $4,527,717 (2005 -
      $4,538,159) and an accumulated deficit of $15,210,234. The continuance of the
      Company’s operations is dependent on obtaining sufficient additional financing
      in order to realize the recoverability of the Company’s investments in mineral
      properties, which is dependent upon the existence of economically recoverable
      reserves and market prices for the underlying minerals. The Company’s financial
      statements have been prepared on the basis of accounting principles applicable
      to a going concern, which assumes the Company will be able to realize its assets
      and discharge its liabilities in the normal course of business for the
      foreseeable future.





**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 entered into operating lease commitments for premises and office
      equipment.




The
      Company has entered into operating lease commitments for premises and office
      equipment as follows:




2007
            
            $
            115,1182008
            
            
            115,1182009
            
            
            115,1182010
            
            
            115,1182011
            
            
            38,373







In
      addition, the Company is responsible for making advance royalty payments as
      follows pursuant to its agreement with Cooper as disclosed in Note 4(a) of
      the
      Notes to the Audited Financial Statements for 2006, as follows:


2007
            
            $
            US25,0002008
            
            
            50,0002009
            
            
            50,0002010
            
            
            75,0002011
            
            
            75,000




Commencing
      in 2012, the Company is responsible for making payments of US$100,000 per
      annum.





The
      Company engaged Coast Mountain Group as the operators for Phase II work program.
      The projected cost for the completion of the work program is
      $835,556.




**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".





37


**Item
      6. Directors, Senior Management and Employees**





**A.
      Directors and Senior Management**








**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 August 2003.Director
                of the Company since November 1995
            November
                2, 1995 to the present**Donald
                Mosher**(1)
              North
                Vancouver, BC
              Director
                and Vice President Corporate Communications
            Vice
                President Corporate Communications since December 8, 2003. Financial
                consultant since 2003.
              Principal
                of B&D Capital Partners. Mr. Mosher has been with B&D Capital
                Partners for the past 5 years
            December
                8, 2003 to the present**Ken
                Thorsen**(1)
              Port
                Coquitlam, B.C.
              Director
                and Vice President Exploration
            Vice
                President Exploration since February 1, 2005. Geological Engineer.
                President of Thorsen Consulting Ltd. from 2002 to the present. Retiredfrom
                a 21 year career with Teck Cominco Ltd.
            November
                1, 2004 to the present**Robert
                Pirooz**
              Director
                (appointed AGM June 10, 2005)
            Mining
                Company Senior Executive. Mr. Pirooz is a lawyer and was called to
                the
                British Columbia Bar in 1990.
            June
                10, 2005 to the present




(1)
      Member of the Audit Committee





**Executive
      Officers of the Company**




**Don
      Morrison**





Don
      Morrison is the President and a Director of Rodinia Minerals. Mr. Morrison
      has
      been the President of the Company since August 2003 and a Director of the
      Company since November 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 dedicates 40 hours a week as the President and a Director of Rodinia.








38








**Don
      Mosher**





Don
      Mosher is Vice President Corporate Communications and a Director of Rodinia
      Minerals. Mr. Mosher has been a Director of the Company since December 2003.
      Mr.
      Mosher is a principal of B&D Capital Partners. Mr. Mosher has been with
      B&D Capital Partners for past 5 years. Mr. Mosher is also a Director for
      Windridge Technology Corp. Mr. Mosher has extensive experience within the
      financial realm and has been involved in numerous financings for public
      companies.





Don
      Mosher dedicates 20 hours a week as the Vice President Corporate Communications
      and Director of Rodinia.





**Ken
      Thorsen**





Mr.
      Ken
      Thorsen, P Eng, is
      Vice
      President Exploration and a Director of Rodinia Minerals. Mr. Thorsen has been
      a
      Director of the Company since November 2004.





Mr.
      Ken
      Thorsen, BSc
      Geological Engineering, P Eng, has in excess of 40 years of experience in base
      metal and uranium projects as Project and Senior Project geologist for SMDC
      (now
      Cameco). 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, Mr
      Thorsen was
      responsible for the administration of 17 exploration offices and all field
      operations of the exploration department.





Mr.
      Thorsen departed
      Teck Exploration Ltd. in March 2004 to become an independent consultant
      geologist. Mr.
      Thorsen is currently President of Thorsen Consulting Ltd. which offers services
      to the mining exploration industry. Mr. Thorsen serves as a member of the Board
      of Directors of several junior mining companies.





Ken
      Thorsen dedicates 20 hours a week as the Vice President Exploration and a
      Director of Rodinia.




**Robert
      Pirooz**




Mr.
      Robert Pirooz is a Director of Rodinia Minerals. Mr. Pirooz has been a Director
      of the Company since June 2005.





Mr.
      Pirooz holds a law degree from the University of British Columbia. Mr. Pirooz
      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, Mr. Pirooz 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 dedicates less than 20 hours a week as a Director of Rodinia. Mr. Pirooz
      attends to Directors’ meetings and legal issues that can be addressed in-house.




39




**B.**
            **Compensation
                Executive Officers of the Company**





For
      fiscal 2006, general
      and administration expenses (excluding amortization and stock-based
      compensation) for the year
      ended December 30, 2006
      was $650,425, which was an increase of $227,467 compared to December, 2005.
      During the current period, increased activities led to the Company incurring additional consulting fees (increase
      of
      $138,523) related to shareholder communication because of certain fees paid
      to
      LMA for the European conferences the company participated in and the Sendal
      S.A.
      marketing agreement for European investors; and an increase in travel, meals
      & entertainment and conferences and shows (increase of
      $109,941).




A
      break
      down of the management and consulting fees is as follows:




Management
                fees and salaries (Paid to a director)
            
            $
            85,364Shareholder
                communication fees (Paid to a company controlled by a
                director)
            
            
            48,000Directors’
                fees
            
            
            8,000Corporate
                & admin
            
            
            8,543Marketing
                fees - Europe
            
            
            120,796TOTAL
            
            $
            270,703






**Summary
      Compensation Table**


(All
      figure in Canadian dollars)







Name
                and
              Principal
                Position
            Year(1)
            Annual
                Compensation
            Long
                Term Compensation
            All
                other Compensa-tion
              ($)Awards
            PayoutsSalary
                ($)
            Bonus
              ($)
            Amounts
                paid in lieu of salaries for consulting functions(2)($)
            Securities
                Under Option/ SAR's granted
              (#)
            Restricted
                Shares or Restricted Share Units ($)
            LTIP
                Payouts
              ($)Donald
                Morrison President & CEO
            2006
              2005
              2004
                2003
            33,364
              Nil
            Nil
              Nil
            $52,000
              $56,250
            300,000
              575,000(3)
              150,000
            Nil
              Nil
            Nil
              Nil
            2,000(9)
              $2,000(4)
              $1,0002002
            Nil
            Nil
            
            175,000
            Nil
            Nil
            NilDonald
                Mosher
              Vice
                President Corporate Communications and Acting CFO
            2006
              2005
              2004
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            $48,000
              $43,000(5)
              $6,000
            50,000
              245,000
              113,000
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            2,000(9)
              $2,000(8)
              $1,000Ken
                Thorsen
              Director
                and Vice President Exploration
            2006
              2005
              2004
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            25,000
              75,000
              25,000
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            $2,000(9)
              Nil
              NilRobert
                Pirooz
              Director
            2006
              2005
              2004
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            25,000
              100,000
              25,000
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            $2,000(9)
              Nil
              Nil







(1)
      Year
      ended December 31st





(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 “amounts paid in lieu of salaries for management functions” to
      Donald Mosher relate to his consulting services and should not be interpreted
      as
      fees related to his services as Acting CFO.





40


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 compensation 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”).




(3) In fiscal 2006 Don Morrison was
              granted
              options:
            300,000 @ $0.75 Expires December 1,
              2011In fiscal 2005 Don Morrison was granted
              options:
            285,000 @ $0.72 Expires
              28-Nov-10135,000 @ $0.70 Expires31-Aug-10155,000 @ 0.92 Expires 20-Mar-07(Re-priced from $1.00)TOTAL
            575,000 GRANTED(4) $2,000 was paid for Director’s fees toDon Morrison in fiscal 2005.
            50,000
              @ $0.75 Expires December 1, 2011(5) In fiscal 2006 Don Mosher was granted
              options:In fiscal 2005 Donald Mosher was granted
              options:
            50,000 @ $0.72 Expires 28-Nov-10135,000 @ $0.70 Expires
              31-Aug-1060,000 @ $0.92 Expires 20-Mar-07(Re-priced from $1.00)TOTAL
            245,000 GRANTED(6) In
              fiscal 2006 Ken Thorsen was granted options:
            25,000 @ $0.75 Expires December 1,
              2011In fiscal 2005 Ken Thorsen was granted
              options:
            75,000
              @ $0.92 Expires December 1, 2011(7)
                In fiscal 2006 Robert Pirooz was granted options:
            25,000 @ $0.75 Expires December 1,
              2011In fiscal 2005 Robert Pirooz was granted
              options:
            100,000 @ $0.92 Expires December 1,
              2011(8)
                $43,000 for consulting fees were paid to a company controlled by
                Donald
                Mosher in fiscal 2005 and $2,000 was paid for Director’s fees to Donald
                Mosher in fiscal 2005.(9)
                $2,000 was paid for Director’s fees to Don Morrison, Donald Mosher, Ken
                Thorsen and Robert Pirooz in fiscal
                2006.





**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, 2006.




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***





Stock-Based
      Compensation





The
      Company has a stock option plan for management, directors and employees. The
      Company recognizes compensation expense for this plan under the fair value
      based
      method in accordance with CICA Handbook section 3870 “Stock-Based Compensation
      and Other Stock-Based Payments”. Under this method, the fair value of each
      option grant is estimated on the date of the grant and amortized over the
      vesting period, with the resulting amortization credited to contributed surplus.
      The Company estimates the fair value of each grant using the Black-Scholes
      option-pricing model. Consideration paid by employees on the exercise of stock
      options is recorded as share capital.




41




Stock
      option activity from December 31, 2004 to the the fiscal year ended December
      31,
      2006 is presented below:




Number
                of
              Shares
            
            Weighted
                Average Exercise PriceOutstanding,
                December 31, 2004
            
            
            541,360
            
            
            0.49Granted
            
            
            1,250,000
            
            
            0.78Exercised
            
            
            (43,360
            )
            
            0.28Outstanding,
                December 31, 2005
            
            
            1,748,000
            
            
            0.70Granted
            
            
            400,000
            
            
            0.75Exercised
            
            
            (93,000
            )
            
            0.60Expired
            
            
            (120,000
            )
            
            0.92Outstanding,
                December 31, 2006
            
            
            1,935,000
            
            
            0.70





During
      the year ended December 31, 2006, the Company granted 400,000 (2005 - 1,250,000;
      2004 - 388,000) stock options to directors and consultants of the Company.
      The
      weighted average fair value of each stock option granted during the year ended
      December 31, 2006 was $0.41 (2005 - $0.68; 2004 - $0.50) using the Black-Scholes
      option-pricing model on the date of grant using the following
      assumptions:




**2006**
            
            **2005**
            
            **2004**Expected
                option lives
            
            
            5
                years
            
            
            2.8
                years
            
            
            2.8
                yearsExpected
                dividend yield
            
            
            0
            %
            
            0
            %
            
            0
            %Risk-free
                interest rate
            
            
            4.2
            %
            
            3.4
            %
            
            2.0
            %Expected
                stock price volatility
            
            
            60
            %
            
            145
            %
            
            110
            %




During
      the year ended December 31, 2006, the Company recognized $628,157 (2005 -
      $424,490; 2004 - $183,770) of compensation cost in stock-based compensation
      expense.




During
      the year ended December 31, 2005, the Company granted 1,250,000 (2004 - 388,000)
      stock options to directors and consultants of the Company. The fair value of
      each option granted is estimated on the date of grant using the Black-Scholes
      option-pricing model with the following


assumptions
      and resulting values:





During
      the year ended December 31, 2005, the Company recorded $424,490 (2004 -
      $183,770) in stock-based compensation.




42




The
      following table sets forth stock options granted during the fiscal years ending
      December 31, 2005 and December 31, 2004, to each of the named Executive
      Officers.








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
              
              
              2004
              
              
              2005
              
              
              
              2006
            50,000
              100,000
              
              285,000
              135,000
              155,000
              
              300,000
            12.89%
              25.77%
              
              22.8%
              10.8%
              12.4%
              
              75.0%
            $0.30
              $1.00
              
              $0.72
              $
                0.70
              $0.92
              
              $0.75
            $0.30
              $1.00
              
              $0.72
              $0.69
              $1.25
              
              75.0%
            April
                13, 2009 Nov 26**,**2006
              
              Nov
                28, 2010
              Aug
                31, 2010
              March
                07, 2010
              
              December
                1, 2011Donald
                Mosher
              
              2004
              
              
              2005
              
              
              
              
              2006
            70,000
              43,000
              
              50,000
              135,000
              60,000
              
              
              50,000
            18.04%
              11.08%
              
              4%
              10.8%
              4.8%
              
              
              12.5%
            $0.30
              $0.60
              
              $0.72
              $0.70
              $0.92
              
              
              $0.75
            $0.30
              $0.60
              
              $0.72
              $0.69
              $1.25
              
              
              $0.75
            April
                13, 2009 November 4, 2006
              
              Nov
                28, 2010
              August
                31, 2010
              March
                07, 2010(3)
              
              
              December
                1, 2011Ken
                Thorsen
              
              2004
              
              2005
              
              
              2006
            25,000
              20,000
              75,000
              25,000
              
              25,000
            6.44%
              5.15%
              
              4.5%
              2%
              
              6.25%
            $0.60
              $0.92
              
              $0.92
              $0.70
              
              $0.75
            $0.68
              $0.68
              
              $0.68
              $0.69
              
              $0.75
            November
                4, 2006
              November
                24, 2006
              March
                20, 2007
              August
                31, 2010(3)
              
              December
                1, 2011Rober
                Pirooz
              
              2005
              
              
              
              2006
            100,000
              25,000
              
              
              25,000
            6%
              2%
              
              
              6.25%
            $0.92
              $0.70
              
              
              $0.75
            $0.68
              $0.69
              
              
              $0.75
            March
                20, 2007
              August
                31, 2010
              
              
              December
                1, 2011Walter
                Brooks(2)
              
              2004
            25,000
            6.44%
            $0.30
            $0.30
            April
                13, 2009








(1)
            The
                exercise price of stock options is determined by the Board of Directors
                in
                accordance with TSX Venture Exchange
                policies.


(2)
            Mr.
                Brooks is a former Director who was not reappointed to the board
                at the
                Company’s AGM on June 10, 2005


(3)
            The
                Company extended the term of the options for an additional three
                years to
                on March 7, 2010.






43





***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, 2006, 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)Don
                Morrison
            Nil
            Nil
            1,000,000/Nil
            $491,450/NilDon
                Mosher
            43,000
            $13,300
            365,000/Nil
            $204,750/NilKen
                Thorsen
            25,000
            $20,000
            150,000/Nil
            $61,250/NilRobert
                Pirooz
            Nil
            Nil
            175,000/Nil
            $69,000/Nil




(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, 2006.(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,
                2006 (the
                Company’s financial year end) of $1.23 per share, less the exercise price
                per share.





Walter
      Brooks (who was not re-elected as a director at the Company’s AGM on June 10,
      2005) exercised 25,000 @ $0.30 (expiring 13-Apr-09). Exercise date was October
      5, 2005.




The
      following number of stock options were exercisable as at December 31,
      2006:




Number
                of
              SharesDecember
                31, 2004
            
            
            541,360December
                31, 2005
            
            
            918,000December
                31, 2006
            
            
            1,935,000





**Subsequent
      Events**




On
      March
      7, 2007, the Company granted 300,000 stock options to directors, officers and
      consultants of the Company with an exercise price of $1.00 expiring March 7,
      2012.





***Option
      and SAR Re-pricings***




The
      following stock options under the stock option plan were re-priced during the
      Company’s completed financial year that ended December 31, 2006.





Name
            Date
                of Re-pricing
            Securities
                Under Option/SARs Re-priced or Amended
            Market
                Price of Securities at Time of Re-pricing or Amendment
              ($/Security)
            Exercise
                Price at Time of Re-pricing or Amendment
              ($/Security)
            New
                Exercise Price
              ($/Security)
            Length
                of Original Option Term Remaining at Date of Re-pricing or
                AmendmentDon
                Morrison
            March
                7, 2007
            155,000
            $0.92
            $1.00(1)
            N/A
            3
                weeks(1)Don
                Mosher
            March
                7, 2007
            60,000
            $0.92
            $1.00(1)
            N/A
            3
                weeks(1)Ken
                Thorsen
            March
                7, 2007
            75,000
            $0.92
            $1.00(1)
            N/A
            3
                weeks(1)(





(1)
            The
                options were originally granted for a two year period. In March 2007,
                upon
                TSX Venture Exchange acceptance, the Company extended the term of
                the
                options for an additional three years to expire on March 7, 2010.
                As a
                result, the exercise of these options was amended upward to reflect
                the
                closing price of the common shares of the Company on the date of
                the
                amendment.




44





The
      weighted average fair value of each stock option granted during the year ended
      December 31, 2006 was $0.41 (2005 - $0.68) using the Black-Scholes
      option-pricing model on the date of grant using the following
      assumptions:




**2006**
            
            **2005**Expected
                option lives
            
            
            5
                years
            
            
            2.8
                yearsExpected
                dividend yield
            
            
            0
            %
            
            0
            %Risk-free
                interest rate
            
            
            4.2
            %
            
            3.4
            %Expected
                stock price volatility
            
            
            60
            %
            
            145
            %




On
      September 21, 2005,  for
      the
      fiscal 2005 year, management of the Company resolved to re-price  540,000
      stock options  to
      $0.
      There were no re-pricings of stock options under the stock option plan or
      otherwise during the Company’s completed financial year that ended December 31,
      2004.





Options
      re-pricing during fiscal 2005





On
      September 21, 2005,  for
      the
      fiscal 2005 year, management of the Company resolved to re-price  540,000
      stock options  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





The
      incremental decrease in the fair value of these options as a result of the
      modification, calculated using the Black-Scholes valuation model, was nominal
      and therefore no additional pro forma stock-based compensation expense was
      recorded in the year.




The
      fair
      value of each option granted or repriced was determined using the Black-Scholes
      option pricing model and the following weighted average assumptions:




Weighted
                average grant or repricing date fair value
            CA
                $0.55-0.88Risk-free
                interest rate
            3.2-3.8%%Expected
                life of options
            2-5
                yearsExpected
                volatility in the market price of the shares
            109-177%Expected
                dividend yield
            0.0%





**Subsequent
      Events**




On
      March
      7, 2007, the Company granted 300,000 stock options to directors, officers and
      consultants of the Company with an exercise price of $1.00 expiring March 7,
      2012.




On
      March
      7, 2007, the Company modified 297,500 stock options issued to directors,
      officers and consultants extending their expiry date from March 21, 2007 to
      March 7, 2010 and increasing their exercise price from $0.92 to
      $1.00.





**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.




**Compensation
      of Directors**




For
      the
      fiscal year ended December 31, 2006, Don Morrison, Donald Mosher, Ken Thorsen
      and Robert Pirooz, were each paid $2000 as director fees. Don Morrison was
      paid
      $33,364 in salary, and $52,000 in consulting fees. In the Fiscal 2006 year,
      $48,000 in consulting fees for shareholder communications was paid to a company
      controlled by Donald Mosher.




45


For
      the
      fiscal year ended December 31, 2005, Donald Morrison and Donald Mosher, both
      Directors, were each paid $2000 as Director fees.




For
      the
      fiscal year ended December 31, 2005, $43,000 for consulting fees was paid to
      a
      company controlled by Donald Mosher. Amounts paid in lieu of salaries for
      management functions” to Donald Mosher relate to his consulting services and
      should not be interpreted as fees related to his services as Vice President

      Corporate Communications.




During
      the fiscal year ended December 31, 2004, Don Morrison and Don Mosher were each
      paid $1,000 for director fees for services.





During
      the fiscal year ended December 31, 2004, Walter Brooks (Mr. Brooks was a former
      Director. Mr. Brooks was not reappointed to the Board at the Company’s AGM on
      June 10, 2005) was paid $1,000 for a director’s fee for services as a consultant
      or expert.




For
      the
      fiscal year ended December 31, 2004, $6,000 for consulting fees was paid to
      a
      company controlled by Donald Mosher. Amounts paid in lieu of salaries for
      management functions” to Donald Mosher relate to his consulting services and
      should not be interpreted as fees related to his services as Vice President
      Corporate Communications. ****





**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.





46


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.





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.





**Composition
      of the Audit Committee**





The
      following are the members of the Committee:








Donald
                Morrison
            Not
                independent*
            Financially
                literate*Donald
                Mosher
            Not
                Independent*
            Financially
                literate*Ken
                Thorsen
            Independent*
            Financially
                literate*






·
              As
                  defined by Multilateral Instrument 52-110,*Audit
                  Committees*(“MI 52-110”).


47







**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. Each Director is engaged by
      the
      Company in the capacity of a consultant rather than an employee. As such, the
      directors of the Company are described as consultants throughout this document
      and not as employees. Currently there are no salary-related expenses detailed
      in
      the financial statements.





**Directors:**


Donald
      Morrison


Donald
      Mosher


Ken
      Thorsen


Robert
      Pirooz





Time
      per
      week spent on business:





Mr.
      Donald Morrison (President) spends 40 hours or more per week to adequately
      manage the affairs of the Company.





Mr.
      Donald Mosher (Director) spends 20 hours per week to adequately manage the
      affairs of the Company.





Mr.
      Ken
      Thorsen (Director) spends 20 hours per week to adequately manage the affairs
      of
      the Company.





Mr.
      Robert Pirooz (Director) spends less than 20 hours per week to adequately manage
      the affairs of the Company.





**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** .


(All
      figures in Canadian dollars)





48


**For
      the year ended December 31, 2006**





During
      the year ended December 31, 2006, management and consulting fees of $140,000
      (2005 - $105,500) were paid to directors of the Company and a company controlled
      by a director of the Company.





During
      the year ended December 31, 2006, office and rent expense of $nil (2005 -
      $5,000) was paid to a director of the Company in connection with the provision
      of office premises to the Company.




As
      at
      December 31, 2006, an amount of $1,625 (2005 - $11,090) due to directors of
      the
      Company and a company controlled by a director of the Company for expenses
      incurred on the Company’s behalf is recorded in due to related parties. The
      amount is unsecured, non-interest bearing and repayable on demand.




All
      of
      the above noted transactions have been in the normal course of operations and
      are recorded at their exchange amounts, which is the consideration agreed upon
      by the related parties.




**For
      the year ended December 31, 2005**





During
      the year ended December 31, 2005, management and consulting fees totaled
      $132,180, of which $105,500 (2004 - $41,500) were paid to directors of the
      Company and a company controlled by a director of the Company. Of this amount,
      $99,250 (2004 - $41,500) was recorded in management and consulting fees and
      $6,250 (2004 - $nil) was recorded in mineral properties. During
      the year ended December 31, 2005, a total of $26,680 was paid for arms-length
      consulting fees. Of this amount, $17,600 was paid for marketing services and
      $9,080 was paid for corporate and administration fees.





During
      the year ended December 31, 2005, office and rent expense totaled $25,490,
      of
      which $5,000 (2004 - $10,000) was paid to a director of the Company in
      connection with the provision of office premises to the Company.





As
      at
      December 31, 2005, an amount of $11,090 (2004 - $ NIL) due to directors of
      the
      Company and a company controlled by a director of the Company for expenses
      incurred on the Company’s behalf is recorded in due to related parties. The
      amount is unsecured, non-interest bearing and repayable on demand.





All
      of
      the above noted transactions have been in the normal course of operations and
      are recorded at their exchange amounts, which is the consideration agreed upon
      by the related parties.





**For
      the year ended December 31, 2004**





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.





**C.
      Interests of Experts and Counsel**





No
      experts or counsel employed by the Company own shares in the
      Company.


49


**Item
      8. Financial Information**





**A.
      Consolidated Statements and Other Financial Information**





The
      audited financial statements for the Company for the fiscal years ending
      December 31, 2005, and 2004 form a material part of this Registration Statement. *See* Items
“17 and 18” 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
      figures 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**2006
            $1.52
            $0.652005
            $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**March
                31, 2007
            $1.52
            $0.89December
                31, 2006
            $1.30
            $0.70September
                30, 2006
            $0.95
            $0.80June
                31, 2006
            $1.12
            $0.65March
                31, 2006
            $1.75
            $0.88December
                31, 2005
            $1.44
            $0.77September
                30, 2005
            $1.33
            $0.46June
                31, 2005
            $0.85
            $0.61March
                2005
            $1.85
            $1.87December
                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
      twelve months:





**Month**
            **High**
            **Low**March
                2007
            $1.52
            $0.89February
                2007
            $1.30
            $1.14January
                2007
            $1.52
            $1.17December
                2006
            $1.30
            $0.70




50






November
                2006
            $1.01
            $0.78October
                2006
            $0.92
            $0.81September
                2006
            $0.87
            $0.81August
                2006
            $0.95
            $0.82July
                2006
            $0.95
            $0.80June
                2006
            $1.08
            $0.85May
                2006
            $1.12
            $0.68April
                2006
            $1.04
            $0.65March
                2006
            $1.30
            $0.88February
                2006
            $1.55
            $1.08January
                2006
            $1.75
            $1.35December
                2005
            $1.44
            $0.77November
                2005
            $1.01
            $0.68October
                2005
            $1.20
            $0.80September
                2005
            $1.33
            $0.60August
                2005
            $0.72
            $0.46July
                2005
            $0.77
            $0.50June
                2005
            $0.85
            $0.78May
                2005
            $0.93
            $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






The
      Company has authorized 100,000,000 common equity shares with no par value.
      As At
      December 31, 2006, there were 21,570,123 common shares outstanding.





**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
      figures in Canadian dollars)





(a)
      Authorized





100,000,000
      common shares without par value





(b)
      Issued and outstanding










51
 
  Changes in capital stock during the years ended December
        31,
        2006 was as follows:




Number
                of Shares
            
            AmountBalance,
                December 31, 2004
            
            
            5,541,995
            
            $
            13,179,357Issued
                during the year:For
                cash:Private
                placements, net of share issue costs (Notes (iii) and
                (iv))
            
            
            6,108,785
            
            
            3,432,635Exercise
                of stock options
            
            
            43,360
            
            
            12,090Exercise
                of warrants
            
            
            3,328,866
            
            
            842,065Exercise
                of agent unit options
            
            
            32,184
            
            
            20,920Exercise
                of agent warrants
            
            
            5,250
            
            
            4,200Transfers
                from contributed surplus:Exercise
                of stock options
            
            
            -
            
            
            12,257Exercise
                of agent unit options
            
            
            -
            
            
            42,396Exercise
                of agent warrants
            
            
            -
            
            
            6,717For
                services - finders’ fees
            
            
            498,277
            
            
            14,025For
                interest
            
            
            17,857
            
            
            18,750For
                conversion of debt (Note (v))
            
            
            506,000
            
            
            158,083Balance,
                December 31, 2005
            
            
            16,082,574
            
            
            17,743,495Issued
                during the year:For
                cash:Private
                placements, net of share issue costs (Notes (i) and (ii))
            
            
            1,800,000
            
            
            720,128Exercise
                of stock options
            
            
            93,000
            
            
            55,800Exercise
                of warrants
            
            
            240,192
            
            
            192,153Exercise
                of agent unit options
            
            
            377,064
            
            
            270,801Exercise
                of agent warrants
            
            
            108,241
            
            
            86,838Transfers
                from contributed surplus:Exercise
                of stock options
            
            
            -
            
            63,240Exercise
                of agent unit options
            
            
            -
            
            248,526Exercise
                of agent warrants
            
            
            -
            
            138,484For
                services - finders’ fees
            
            
            141,135
            
            170,618For
                property - Workman Creek
            
            
            2,727,917
            
            2,286,750Balance,
                December 31, 2006
            
            
            21,570,123
            
            $21,976,833





**Private
      Placements**





On
      June
      2, 2006, the Company issued 1,000,000 units at $0.74 per unit for gross proceeds
      of $740,000 under a non-brokered private placement. Each unit consisted of
      one
      common share of the Company and one transferable common share purchase warrant.
      Each warrant entitled the holder to purchase one common share of the Company
      at
      a price of $1.10 per share expiring on June 2, 2007. In the event that the
      Company’s shares close trading on the TSX at a price of $1.50 or more for a
      period of at least 30 consecutive trading days after August 1, 2006, the Company
      will have the right to reduce the exercise period of the warrants to 30 days,
      after such period. Values of $554,731 and $185,269 were assigned to the common
      shares and warrants, respectively, based on their relative fair values at the
      closing date of the private placement. In connection with the private placement,
      the Company issued as a commission 71,000 units consisting of one common share
      of the Company and one non-transferable common share purchase warrant with
      terms
      similar to those units issued under the non-brokered private placement. The
      common share purchase warrants included in these units were assigned a fair
      value of $24,424 computed using the Black-Scholes option-pricing model. The
      Company incurred other share issue costs of $4,200 in connection with this
      offering.





52


On
      January 3, 2006, the Company issued 800,000 units at $0.74 per unit for gross
      proceeds of $592,000 under a non-brokered private placement. Each unit consisted
      of one common share of the Company and one transferable common share purchase
      warrant. Each warrant entitles the holder to purchase one common share of the
      Company at a price of $1.10 per share expiring on January 3, 2007. In the event
      that the Company’s shares close trading on the TSX at a price of $1.50 or more
      for a period of at least 30 consecutive trading days after March 4, 2006, the
      Company will have the right to reduce the exercise period of the warrants to
      30
      days, after such period. Values of $412,471 and $179,529 were assigned to the
      common shares and warrants, respectively, based on their relative fair values
      at
      the closing date of the private placement. In connection with the private
      placement, the Company issued 70,135 units with terms similar to those units
      issued under the non-brokered private placement as a commission. The common
      share purchase warrants included in these units were assigned a fair value
      of
      $42,432 computed using the Black-Scholes option-pricing model. The Company
      incurred other share issue costs of $5,400 in connection with this
      offering.





On
      March
      2, 2005, the Company issued 2,000,000 units at $0.65 per unit for gross proceeds
      of $1,300,000 under a brokered private placement. Each unit consisted of one
      common share of the Company and one-half of one transferable common share
      purchase warrant. Each whole warrant entitled the holder to purchase one common
      share of the Company at a price of $0.80 per share expiring on March 2, 2006
      increasing to $0.90 per share expiring on March 2, 2007. In connection with
      the
      private placement, the Company issued as a commission 150,000 units and as
      a
      corporate finance fee 30,000 units consisting of one common share of the Company
      and one-half of one non-transferable common share purchase warrant with terms
      similar to those units issued under the brokered private placement. The common
      share purchase warrants included in these units were assigned fair values of
      $95,955 and $19,191, respectively, computed using the Black-Scholes
      option-pricing model. The Company also issued as a commission 200,000 options
      to
      acquire units consisting of one common share of the Company and one-half of
      one
      non-transferable common share purchase warrant with terms similar to those
      units
      issued under the brokered private placement. These agent options were assigned
      a
      fair value of $391,400 computed using the Black-Scholes option-pricing model.
      The Company incurred other share issue costs of $13,615 in connection with
      this
      offering.





On
      October 30, 2005, the Company issued 4,108,785 units at $0.74 per unit for
      gross
      proceeds of $3,040,501 under a brokered private placement. Each unit consisted
      of one common share of the Company and one transferable common share purchase
      warrant. Each warrant entitled the holder to purchase one common share of the
      Company at a price of $1.10 per share expiring on October 30, 2006. In the
      event
      that the Company’s shares close trading on the TSX at a price of $1.50 per share
      or more for a period of at least 30 consecutive trading days after December
      29,
      2005, the Company will have the right to reduce the exercise period of the
      warrants to 30 days, after such period. In connection with the private
      placement, the Company issued as a commission 246,527 units and as a corporate
      finance fee 25,000 units consisting of one common share of the Company and
      one
      non-transferable common share purchase warrant with terms similar to those
      units
      issued under the brokered private placement. The agent warrants included in
      these units were assigned fair values of $77,237 and $7,833, respectively,
      computed using the Black-Scholes option-pricing model. The Company also issued
      as a commission 308,159 options to acquire units consisting of one common share
      of the Company and one non-transferable common share purchase warrant with
      terms
      similar to those units issued under the brokered private placement. These agent
      options were assigned a fair value of $234,755 computed using the Black-Scholes
      option-pricing model. The Company incurred other share issue costs of $14,702
      in
      connection with this offering.





During
      the year ended December 31, 2005, holders of the Company’s convertible debt
      instruments exercised their options to convert their loans into 506,000 common
      shares at a deemed price of $0.30 and 506,000 non-transferable share purchase
      warrants. Each warrant entitled the holder to purchase one common share of
      the
      Company at a price of $0.30 per share expiring on September 20, 2005. All
      506,000 warrants were exercised during the year. In connection with the
      conversion, the Company issued as a commission 46,750 units consisting of one
      common share of the Company and one non-transferable common share purchase
      warrant with terms similar to those issued on conversion.





53


**Stock
      Options**





During
      the year ended December 31, 2006, the Company granted 400,000 (2005 - 1,250,000)
      stock options to directors and consultants of the Company. The weighted average
      fair value of each stock option granted during the year ended December 31,
      2006
      was $0.41 (2005 - $0.68) using the Black-Scholes option-pricing model on the
      date of grant using the following assumptions:




**2006**
            
            **2005**Expected
                option lives
            
            
            5
                years
            
            
            2.8
                yearsExpected
                dividend yield
            
            
            0
            %
            
            0
            %Risk-free
                interest rate
            
            
            4.2
            %
            
            3.4
            %Expected
                stock price volatility
            
            
            60
            %
            
            145
            %




For
      the
      year ended December 31, 2006, the Company recognized $628,157 (2005 - $424,490)
      of compensation cost in stock-based compensation expense.




During
      the year ended December 31, 2005, the Company granted 1,250,000 (2004 - 388,000)
      stock options to directors and consultants of the Company.





**Revised
      Stock Option Plan** **June
      10, 2005**





Shareholders
      approved a new stock
      option plan
      on
      June 10, 2005, at Rodinia’s annual general meeting, whereby
      options may be granted to the Company’s directors, officers, employees and
      consultants for up to 20% of the common shares issued and outstanding (2004
      -
      10%) . The
      exercise price, term and vesting period of each option is determined by the
      Board of Directors. Each term is not to exceed five years and the vesting period
      is not to be less than 18 months.





On
      September 21, 2005, the Company amended the exercise price of 540,000 stock
      options; 120,000 options were re-priced from $1.00 to $0.92 and 420,000 options
      were re-priced from $1.25 to $0.92.





The
      fair
      value of each option granted was estimated on the date of grant using the
      Black-Scholes option-pricing model with the following assumptions and resulting
      values:




**2005**
            **2004**Assumptions:Expected life
            2
                -
                5 years
            2
                -
                5 yearsExpected dividend yield
            0%
            0%Risk-free interest rate
            3.2%
                - 3.8%
            2.0%Expected
              volatility
            109%
                - 177%
            94%
                - 134%Results:Fair
              value of each option granted
            $0.55
                - $0.88
            $0.29
                -
                $0.68





During
      the year ended December 31, 2005, the Company recorded $424,490 (2004 -
      $183,770) in stock-based compensation.




54




Stock
      option activity from December 31, 2004 to December 31, 2006 is presented
      below:





Number
                of
              Shares
            
            Weighted
                Average Exercise PriceOutstanding,
                December 31, 2004
            
            
            541,360
            
            
            0.49Granted
            
            
            1,250,000
            
            
            0.78Exercised
            
            
            (43,360
            )
            
            0.28Outstanding,
                December 31, 2005
            
            
            1,748,000
            
            
            0.70Granted
            
            
            400,000
            
            
            0.75Exercised
            
            
            (93,000
            )
            
            0.60Expired
            
            
            (120,000
            )
            
            0.92Outstanding,
                December 31, 2006
            
            
            1,935,000
            
            
            0.70





The
      following number of stock options was exercisable at the end of the
      year:





Number
                of
              SharesDecember
                31, 2004
            
            
            541,360December
                31, 2005
            
            
            918,000December
                31, 2006
            
            
            1,935,000





Subsequent
      Events




From
      January 1, 2007 to March 7, 2007, the Company issued 1,077,094 common shares
      upon the exercise of stock options, warrants, agent options and agent warrants
      for proceeds of $962,759.





**Share
      Purchase Warrants**





Warrant
      activity since December 31, 2004, is presented below:





Number
            
            Purchase
                Priceof
                Shares
            
            Per
                ShareOutstanding,
                December 31, 2004
            
            
            2,763,616
            
            $
            0.15
                - 0.35Issued
            
            
            5,661,533
            
            
            0.30
                - 1.10Exercised
            
            
            (3,328,866
            )
            
            0.15
                - 0.80Outstanding,
                December 31, 2005
            
            
            5,096,283
            
            
            0.80
                - 1.10Issued
            
            
            3,300,000
            
            
            0.74
                - 1.10Exercised
            
            
            (240,192
            )
            
            0.80
                - 0.90Expired
            
            
            (4,108,785
            )
            
            0.15
                - 0.80Outstanding,
                December 31, 2006
            
            
            4,047,306
            
            $
            0.80
                - 1.10




Warrants
      outstanding at December 31, 2006 expire between January 2, 2007 to July 18,
      2011.




Warrants
      outstanding at December 31, 2005 expire between October 30, 2006 and March
      2,
      2007.





**Contributed
      Surplus 2006 and 2005**




**2006**
            
            **2005**Balance,
                beginning of year
            
            $
            1,447,118
            
            $
            257,627Stock-based
                compensation (Note 8)
            
            
            628,157
            
            
            424,490Warrants
                issued in private placements for cash (Notes 6(b)(i) and
                (ii))
            
            
            364,798
            
            
            -Warrants
                issued for Workman Creek mineral property (Note 4(a))
            
            
            754,737
            
            
            -Fair
                value of warrants and agent unit options issued for services
                (Note 6(b))
            
            
            66,857
            
            
            826,371Transferred
                to share capital upon exercise of stock options
            
            
            (63,240
            )
            
            (12,257
            )Transferred
                to share capital upon exercise of agent unit options
            
            
            (248,526
            )
            
            (42,396
            )Transferred
                to share capital upon exercise of agent warrants
            
            
            (138,484
            )
            
            (6,717
            )Balance,
                end of year
            
            $
            2,811,417
            
            $
            1,447,118





55





During
      the year ended December 31, 2006, the Company granted 400,000 (2005 - 1,250,000;
      2004 - 388,000) stock options to directors and consultants of the Company.
      The
      weighted average fair value of each stock option granted during the year ended
      December 31, 2006 was $0.41 (2005 - $0.68; 2004 - $0.50) using the Black-Scholes
      option-pricing model on the date of grant using the following
      assumptions:




**2006**
            
            **2005**
            
            **2004**Expected
                option lives
            
            
            5
                years
            
            
            2.8
                years
            
            
            2.8
                yearsExpected
                dividend yield
            
            
            0
            %
            
            0
            %
            
            0
            %Risk-free
                interest rate
            
            
            4.2
            %
            
            3.4
            %
            
            2.0
            %Expected
                stock price volatility
            
            
            60
            %
            
            145
            %
            
            110
            %




During
      the year ended December 31, 2006, the Company recognized $628,157 (2005 -
      $424,490; 2004 - $183,770) of compensation cost in stock-based compensation
      expense.







During
      the year ended December 31, 2005, holders of the Company’s convertible debt
      instruments exercised their options to convert their loans into 506,000 common
      shares at a deemed price of $0.30 and 506,000 non-transferable share purchase
      warrants. Each warrant entitled the holder to purchase one common share of
      the
      Company at a price of $0.30 per share expiring on September 20, 2005. All
      506,000 warrants were exercised during the year. In connection with the
      conversion, the Company issued as a commission 46,750 units consisting of one
      common share of the Company and one non-transferable common share purchase
      warrant with terms similar to those issued on conversion.





**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:





56


**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.





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.





**Disclosure
      of Interest of Directors**





A
      Director of the Company who is a party to a material contract or proposed
      material contract with the Company, or is a director of, or has a material
      interest in, any person who is a party to a material contract or proposed
      material contract with the Company shall disclose the nature and extent of
      his
      interest at the time and in the manner provided in the *Business
      Corporations Act* (British
      Columbia) (herein, only, the “ *Act* ”).
       Except as provided in the Act, no such Director or Officer of the Company
      shall vote on any resolution to approve such contracts but each such director
      may be counted to determine the presence of a quorum at the meeting of Directors
      where such vote is being taken if provided for in the Articles of
      Association.





The
      Company’s Articles of Association provide 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 or proposes to enter is not entitled to vote
      on
      any directors’ resolution to approve that contract or transaction, unless all
      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.




57


**17.3**
            **Interested
                Director Counted in Quorum**




A
      director who holds a disclosable interest in a contract or transaction into
      which the Company has entered or proposes to enter and who is present at the
      meeting of directors at which the contract or transaction is considered for
      approval may be counted in the quorum at the meeting whether or not the director
      votes on any or all of the resolutions considered at the meeting.





**Rights,
      Preferences and Restrictions attaching to each class of
      shares**





The
      common shares of the Company contain all the rights which include:





(a)
      the
      right to vote at any meeting of shareholders;





(b)
      the
      right to receive any dividend declared by the Company; and





(c)
      the
      right to receive the remaining property of the Company on
      dissolution.





There
      are
      no restrictions on the transfer of the Company’s common shares.





**Changing
      the Rights of Holders of the Company’s Stock**





In
      order
      to change the rights of holders of the Company’s stock, the shareholders of that
      class of the Company’s stock must pass a special resolution by a majority of not
      less than three-quarters (3/4s) of the votes cast by the shareholders who voted
      in respect of that resolution or signed by all the shareholders entitled to
      vote
      on that resolution.





**Annual
      General Meetings and Extraordinary General Meetings**





***Annual
      General Meeting***





Subject
      to the provisions of the Act, the annual general meeting of the shareholders
      shall be held on such day in each year and at such time as the Board of
      Directors may determine at any place within British Columbia, or at a place
      out
      of British Columbia the Registrar of Companies for British Columbia, on
      application made to the Registrar of Companies by a company,
      approves.





***Notice***





Subject
      to the provisions of the Act, the Company’s Articles of Association provide as
      follows:





**10.3**
            **Calling
                of Meetings****of Shareholders**




The
      directors may, whenever they think fit, call a meeting of
      shareholders.





**10.4**
            **Notice
                for Meetings****of Shareholders**




The
      Company must send notice of the date, time and location of any meeting of
      shareholders, in the manner provided in these Articles, or in such other manner,
      if any, as may be prescribed by ordinary resolution (whether previous notice
      of
      the resolution has been given or not), to each shareholder entitled to attend
      the meeting, to each director and to the auditor of the Company, unless these
      Articles otherwise provide, at least the following number of days before the
      meeting:





10.4.1
            if
                and for so long as the Company is a public company, 21
                days;




10.4.2
            otherwise,
                10 days.




**10.5**
            **Record
                Date for Notice**




58




The
      directors may set a date as the record date for the purpose of determining
      shareholders entitled to notice of any meeting of shareholders. The record
      date
      must not precede the date on which the meeting is to be held by more than two
      months or, in the case of a general meeting requisitioned by shareholders under
      the *Business
      Corporations Act* ,
      by more
      than four months. The record date must not precede the date on which the meeting
      is held by fewer than:





10.5.1
            if
                and for so long as the Company is a public company, 21
                days;




10.5.2
            otherwise,
                10 days.




If
      no
      record date is set, the record date is 5 p.m. on the day immediately preceding
      the first date on which the notice is sent or, if no notice is sent, the
      beginning of the meeting.





**10.6**
            **Record
                Date for Voting**




The
      directors may set a date as the record date for the purpose of determining
      shareholders entitled to vote at any meeting of shareholders. The record date
      must not precede the date on which the meeting is to be held by more than two
      months or, in the case of a general meeting requisitioned by shareholders under
      the *Business
      Corporations Act* ,
      by more
      than four months. If no record date is set, the record date is 5 p.m. on the
      day
      immediately preceding the first date on which the notice is sent or, if no
      notice is sent, the beginning of the meeting.





**10.7**
            **Failure
                to Give Notice and Waiver of
                Notice**




The
      accidental omission to send notice of any meeting to, or the non-receipt of
      any
      notice by, any of the persons entitled to notice does not invalidate any
      proceedings at that meeting. Any person entitled to notice of a meeting of
      shareholders may, in writing or otherwise, waive or reduce the period of notice
      of such meeting.





**10.8**
            **Notice
                of Special Business at Meeting****s
                of Shareholders**




If
      a
      meeting of shareholders is to consider special business within the meaning
      of
      Article, the notice of meeting must:





10.8.1
            state
                the general nature of the special business;
                and




10.8.2
            if
                the special business includes considering, approving, ratifying,
                adopting
                or authorizing any document or the signing of or giving of effect
                to any
                document, have attached to it a copy of the document or state that
                a copy
                of the document will be available for inspection by
                shareholders:




10.8.2.1
            at
                the Company’s records office, or at such other reasonably accessible
                location in British Columbia as is specified in the notice;
                and




10.8.2.2
            during
                statutory business hours on any one or more specified days before
                the day
                set for the holding of the meeting.




***Quorum***





Subject
      to the provisions of the Act, the Company’s Articles of Association provide as
      follows:





**11.3**
            **Quorum**




Subject
      to the special rights and restrictions attached to the shares of any class
      or
      series of shares, the quorum for the transaction of business at a meeting of
      shareholders is two persons who are, or who represent by proxy, shareholders
      who, in the aggregate, hold at least 5% of the issued shares entitled to be
      voted at the meeting.





59


**11.4**
            **One
                Shareholder May Constitute
                Quorum**




If
      there
      is only one shareholder entitled to vote at a meeting of
      shareholders:





11.4.1  the
      quorum is one person who is, or who represents by proxy, that shareholder,
      and




11.4.2  that
      shareholder, present in person or by proxy, may constitute the
      meeting.




**Limitations
      on the right to own securities**





There
      are
      no limits on the rights of non-residents or foreign shareholders to hold or
      exercise voting rights on the securities.





**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);





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 Dr. Montgomery’s 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;





60


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 (”TSX-V”) acceptance for filing of the Company’s
                graduation to Tier 1 on the TSX-V;


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 TSX-V 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.




**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.





61


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.





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.





62


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.





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.





63


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. These
      comments are intended to provide only a brief outline and are not a substitute
      for advice from a shareholder’s own tax advisor for the specific tax
      consequences to them as a result of their individual circumstances.  They
      do not anticipate statutory or regulatory amendments.





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.




***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.




64


***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.





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, and 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 genera l
      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.




65


***Disposition
      of Common Shares of the Company***




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.  The Company, however, may not be considered a foreign
      personal holding Company for the current or any future taxable year and be
      treated as a “foreign personal holding Company” for tax purposes .




**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.  The
      Company may not be considered a foreign investment Company for the current
      or
      any future taxable year and be treated as a “foreign investment Company” for tax
      purposes .




66


**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.





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.  The Companycannot be certain that it is correct
      about its qualification for PFIC status and that it 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.




67


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.





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.





68


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.





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.




69


**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.  The Company may not be
      considered a CFC for the current or any future taxable year.




***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).





70


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.





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 a report that is included 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 report, Dr. Montgomery consents to
      the
      Company using his report in this manner.




Manning
      Elliott, Chartered Accountants, has audited the financial statements included
      in
      this statement. They are located at 11 th Floor,
      1050 West Pender Street Vancouver, BC, Canada, V6E 3S7. They have 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.





71


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
      F 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**





***Year
      ended December 31, 2006***


(All
      figures in Canadian dollars)





For
      the
      fiscal year ended December 31, 2006 the Company initiated the following private
      placements and issued warrants as part of these private placements.





On
      June
      2, 2006, the Company issued 1,000,000 units at $0.74 per unit for gross proceeds
      of $740,000 under a non-brokered private placement. Each unit consisted of
      one
      common share of the Company and one transferable common share purchase warrant.
      Each warrant entitled the holder to purchase one common share of the Company
      at
      a price of $1.10 per share expiring on June 2, 2007. In the event that the
      Company’s shares close trading on the TSX at a price of $1.50 or more for a
      period of at least 30 consecutive trading days after August 1, 2006, the Company
      will have the right to reduce the exercise period of the warrants to 30 days,
      after such period. Values of $554,731 and $185,269 were assigned to the common
      shares and warrants, respectively, based on their relative fair values at the
      closing date of the private placement. In connection with the private placement,
      the Company issued as a commission 71,000 units consisting of one common share
      of the Company and one nontransferable common share purchase warrant with terms
      similar to those units issued under the non-brokered private placement. The
      common share purchase warrants included in these units were assigned a fair
      value of $24,424 computed using the Black-Scholes option-pricing model. The
      Company incurred other share issue costs of $4,200 in connection with this
      offering.





On
      January 3, 2006, the Company issued 800,000 units at $0.74 per unit for gross
      proceeds of $592,000 under a non-brokered private placement. Each unit consisted
      of one common share of the Company and one transferable common share purchase
      warrant. Each warrant entitles the holder to purchase one common share of the
      Company at a price of $1.10 per share expiring on January 3, 2007. In the event
      that the Company’s shares close trading on the TSX at a price of $1.50 or more
      for a period of at least 30 consecutive trading days after March 4, 2006, the
      Company will have the right to reduce the exercise period of the warrants to
      30
      days, after such period. Values of $412,471 and $179,529 were assigned to the
      common shares and warrants, respectively, based on their relative fair values
      at
      the closing date of the private placement. In connection with the private
      placement, the Company issued 70,135 units with terms similar to those units
      issued under the non-brokered private placement as a commission. The common
      share purchase warrants included in these units were assigned a fair value
      of
      $42,432 computed using the Black-Scholes option-pricing model. The Company
      incurred other share issue costs of $5,400 in connection with this
      offering.





72


***Year
      ended December 31, 2005***


(All
      figures in Canadian dollars)





During
      the year ending December 31, 2005, the Company initiated the following private
      placements and issued warrants as part of these private placements.




On
      March
      2, 2005, the Company issued 2,000,000 units at $0.65 per unit for gross proceeds
      of $1,300,000 under a brokered private placement. Each unit consisted of one
      common share of the Company and one-half of one transferable common share
      purchase warrant. Each whole warrant entitles the holder to purchase one common
      share of the Company at a price of $0.80 per share expiring on March 2, 2006
      increasing to $0.90 per share expiring on March 2, 2007. In connection with
      the
      private placement, the Company issued as a commission 150,000 units and as
      a
      corporate finance fee 30,000 units consisting of one common share of the Company
      and one-half of one non-transferable common share purchase warrant with terms
      similar to those units issued under the brokered private placement. The common
      share purchase warrants included in these units were assigned fair values of
      $95,955 and $19,191, respectively, computed using the Black-Scholes option
      pricing model. The Company also issued as a commission 200,000 options to
      acquire units consisting of one common share of the Company and one-half of
      one
      non-transferable common share purchase warrant with terms similar to those
      units
      issued under the brokered private placement. These agent options were assigned
      a
      fair value of $391,400 computed using the Black-Scholes option-pricing model.
      The Company incurred other share issue costs of $13,615 in connection with
      this
      offering.





On
      October 30, 2005, the Company issued 4,108,785 units at $0.74 per unit for
      gross
      proceeds of $3,040,501 under a brokered private placement. Each unit consisted
      of one common share of the Company and one transferable common share purchase
      warrant. Each warrant entitled the holder to purchase one common share of the
      Company at a price of $1.10 per share expiring on October 30, 2006. In the
      event
      that the Company’s shares close trading on the TSX at a price of $1.50 per share
      or more for a period of at least 30 consecutive trading days after December
      29,
      2005, the Company will have the right to reduce the exercise period of the
      warrants to 30 days, after such period. In connection with the private
      placement, the Company issued as a commission 246,527 units and as a corporate
      finance fee 25,000 units consisting of one common share of the Company and
      one
      non-transferable common share purchase warrant with terms similar to those
      units
      issued under the brokered private placement. The agent warrants included in
      these units were assigned fair values of $77,237 and $7,833, respectively,
      computed using the Black-Scholes option-pricing model. The Company also issued
      as a commission 308,159 options to acquire units consisting of one common share
      of the Company and one non-transferable common share purchase warrant with
      terms
      similar to those units issued under the brokered private placement. These agent
      options were assigned a fair value of $234,755 computed using the Black-Scholes
      option-pricing model. The Company incurred other share issue costs of $14,702
      in
      connection with this offering.





During
      the year ended December 31, 2005, holders of the Company’s convertible debt
      instruments exercised their options to convert their loans into 506,000 common
      shares at a deemed price of $0.30 and 506,000 non-transferable share purchase
      warrants. Each warrant entitled the holder to purchase one common share of
      the
      Company at a price of $0.30 per share expiring on September 20, 2005. All
      506,000 warrants were exercised during the year. In connection with the
      conversion, the Company issued as a commission 46,750 units consisting of one
      common share of the Company and one non-transferable common share purchase
      warrant with terms similar to those issued on conversion.





73


***Year
      ended December 31, 2004***


(All
      figures in Canadian dollars)





During
      the year ending December 31, 2004, the Company initiated the following private
      placements and issued warrants as part of these private placements.




On
      March
      17, 2004, the Company issued 800,000 units at $0.18 per unit for gross proceeds
      of $144,000 under a non-brokered private placement. Each unit consisted of
      one
      common share of the Company and one transferable common share purchase warrant.
      Each warrant entitled the holder to purchase one common share of the Company
      at
      a price of $0.23 per share expiring on March 16, 2005.





On
      September 28, 2004, the Company issued 824,000 units at $0.25 per unit for
      gross
      proceeds of $206,000 under a non-brokered private placement. Each unit consisted
      of one common share of the Company and one transferable common share purchase
      warrant.





Each
      warrant entitled the holder to purchase one common share of the Company at
      a
      price of $0.35 per share expiring on September 27, 2005. In connection with
      the
      private placement, the Company issued as a commission 64,400 units consisting
      of
      one common share of the Company and one non-transferable common share purchase
      warrant with terms similar to those units issued under the non-brokered private
      placement.





Warrant
      activity since December 31, 2004 is presented below:




Number
            
            Purchase
                Priceof
                Shares
            
            Per
                ShareOutstanding,
                December 31, 2004
            
            
            2,763,616
            
            $
            0.15
                - 0.35Issued
            
            
            5,661,533
            
            
            0.30
                - 1.10Exercised
            
            
            (3,328,866
            )
            
            0.15
                - 0.80Outstanding,
                December 31, 2005
            
            
            5,096,283
            
            
            0.80
                - 1.10Issued
            
            
            3,300,000
            
            
            0.74
                - 1.10Exercised
            
            
            (240,192
            )
            
            0.80
                - 0.90Expired
            
            
            (4,108,785
            )
            
            0.15
                - 0.80Outstanding,
                December 31, 2006
            
            
            4,047,306
            
            $
            0.80
                - 1.10




Warrants
      outstanding at December 31, 2006 expire between January 2, 2007 to July 18,
      2011.




**Agent
      Unit Options**





***Year
      ended December 31, 2006***


(All
      figures in Canadian dollars)







During
      the year ended December 31, 2005, the Company issued 508,159 agent unit options
      that may be exercised to purchase 508,159 units in connection with the
      financings described in notes 6(b)(iii) and (iv).






74


Agent
      unit option activity since December 31, 2004 is presented below:




Number
                ofUnits
            
            Exercise
                Price per UnitOutstanding,
                December 31, 2004
            
            
            -
            
            
            -Granted
            
            
            508,159
            
            $
            0.65
                - 0.74Exercised
            
            
            (32,184
            )
            
            0.65Outstanding,
                December 31, 2005
            
            
            475,975
            
            
            0.65
                - 0.74Exercised
            
            
            (377,064
            )
            
            0.65
                - 0.74Expired
            
            
            (22,500
            )
            
            0.74Outstanding,
                December 31, 2006
            
            
            76,411
            
            $
            0.65




Agent
      unit options outstanding at December 31, 2006 expire on March 2,
      2007.





**Agent
      Warrants**





***Year
      ended December 31, 2006***


(All
      figures in Canadian dollars)





Agent
      warrant activity since December 31, 2004 is presented below:





Number
                ofShares
            
            Purchase
                Price per ShareOutstanding,
                December 31, 2004
            
            
            -
            
            
            -Granted
            
            
            377,711
            
            $
            0.80
                - 1.10Exercised
            
            
            (5,250
            )
            
            0.80Outstanding,
                December 31, 2005
            
            
            372,461
            
            
            0.80
                - 1.10Granted
            
            
            472,497
            
            
            0.80
                - 1.10Exercised
            
            
            (108,241
            )
            
            0.80
                - 1.10Expired
            
            
            (556,875
            )
            
            1.10Outstanding,
                December 31, 2006
            
            
            179,842
            
            $
            0.80
                - 1.10




Agent
      warrants outstanding at December 31, 2006 expire between January 2, 2007 and
      June 2, 2007.





**C.
      Other Securities**





Not
      applicable




**D.
      American Depositary Shares**





Not
      applicable




**PART
      II**




Not
      Applicable





**PART
      III**


75


**Item
      17 and 18. Financial Statements**













**RODINIA
      MINERALS INC.**


**(An
      Exploration Stage Company)**


**CONSOLIDATED
      FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED**


**DECEMBER
      31, 2006, 2005 AND 2004**


**(Expressed
      in Canadian Dollars)**










76




**AUDITORS’
      REPORT**





To
      the
      Shareholders of


Rodinia
      Minerals Inc.


(An
      Exploration Stage Company)




We
      have
      audited the consolidated balance sheets of Rodinia Minerals Inc. (An Exploration
      Stage Company) as at December 31, 2006 and 2005 and the consolidated statements
      of operations and deficit and cash flows for the years then ended. These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.




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




In
      our
      opinion, these consolidated financial statements present fairly, in all material
      respects, the financial position of the Company as at December 31, 2006 and
      2005
      and the results of its operations and its cash flows for the years then ended
      in
      accordance with Canadian generally accepted accounting principles.




The
      comparative figures for the year ended December 31, 2004 were audited by another
      firm of Chartered Accountants which expressed an opinion without reservation
      on
      those financial statements in its report dated March 4, 2005.




/s/
      MANNING ELLIOTT LLP





Chartered
      Accountants




Vancouver,
      British Columbia




March
      7,
      2007





77


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







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




In
      the
      United States, reporting standards for auditors require the addition of an
      explanatory paragraph (following the opinion paragraph) when the financial
      statements are affected by significant uncertainties and contingencies such
      as
      those referred to in Note 1 to these financial statements. Our report to the
      shareholders dated March 7, 2007 is expressed in accordance with Canadian
      reporting standards, which do not permit a reference to such uncertainties
      in
      the auditors’ report when the uncertainties are adequately disclosed in the
      financial statements.




/s/
        MANNING ELLIOTT LLP


Chartered
      Accountants




Vancouver,
      British Columbia




March
      7,
      2007












78





**RODINIA
      MINERALS INC.**


**(An
      Exploration Stage Company)**


**CONSOLIDATED
      BALANCE SHEETS**


**AS
      AT DECEMBER 31, 2006 AND 2005**


**(Expressed
      in Canadian Dollars)**










**2006**
            
            **2005**ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            4,477,778
            
            $
            4,575,966Receivables
            
            
            44,433
            
            
            42,969Prepaid
                expenses and deposits
            
            
            49,048
            
            
            2,3404,571,259
            
            
            4,621,275PROPERTY
                AND EQUIPMENT (Note 3)
            
            
            16,745
            
            
            13,513MINERAL
                PROPERTIES (Note 4)
            
            
            4,429,244
            
            
            1,067,208LOANS
                RECEIVABLE (Note 5)
            
            
            517,320
            
            
            12,064ADVANCE
                ROYALTY PAYMENTS (Note 4(a))
            
            
            59,812
            
            
            30,282RECLAMATION
                BOND
            
            
            19,889
            
            
            19,889DEPOSITS
            
            
            7,289
            
            
            -$
            9,621,558
            
            $
            5,764,231LIABILITIESCURRENT
                LIABILITIESAccounts
                payable and accrued liabilities
            
            $
            41,917
            
            $
            72,026Due
                to related parties (Note 11(c))
            
            
            1,625
            
            
            11,09043,542
            
            
            83,116SHAREHOLDERS'
                EQUITYSHARE
                SUBSCRIPTIONS
            
            
            -
            
            
            592,000SHARE
                CAPITAL (Note 6)
            
            
            21,976,833
            
            
            17,743,495CONTRIBUTED
                SURPLUS (Note 7)
            
            
            2,811,417
            
            
            1,447,118DEFICIT
            
            
            (15,210,234
            )
            
            (14,101,498
            )9,578,016
            
            
            5,681,115$
            9,621,558
            
            $
            5,764,231





***NATURE
      AND CONTINUANCE OF OPERATIONS (Note 1)***


***COMMITMENTS
      (Note 13)***


SUBSEQUENT
      EVENTS (Note 14)





**See
      accompanying notes to the consolidated financial
      statements**








Approved
                on Behalf of the Board of Directors:*“Donald
                Morrison”*
            
            *“Donald
                Mosher”*Donald
                Morrison, Director
            
            Donald
                Mosher, Director




79





**RODINIA
      MINERALS INC.**


**(An
      Exploration Stage Company)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS AND DEFICIT**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004**


**(Expressed
      in Canadian Dollars)**










**2006**
            
            **2005**
            
            **2004**REVENUES
            
            $
            -
            
            $
            -
            
            $
            -EXPENSESAccounting
                and legal
            
            
            102,105
            
            
            122,479
            
            
            65,051Amortization
            
            
            4,870
            
            
            5,079
            
            
            -Finder’s
                fee
            
            
            -
            
            
            -
            
            
            14,025General
                exploration expenses
            
            
            13,116
            
            
            -
            
            
            -Management
                and consulting fees (Note 11(a))
            
            
            270,703
            
            
            132,180
            
            
            50,123Office
                and rent (Note 11(b))
            
            
            42,935
            
            
            25,490
            
            
            12,317Stock-based
                compensation (Note 8)
            
            
            628,157
            
            
            424,490
            
            
            183,770Transfer
                agent and regulatory fees
            
            
            43,094
            
            
            74,277
            
            
            22,880Travel
                and promotion
            
            
            178,473
            
            
            68,532
            
            
            15,4031,283,453
            
            
            852,527
            
            
            363,569LOSS
                FOR THE YEAR BEFORE OTHER ITEMS
            
            
            (1,283,453
            )
            
            (852,527
            )
            
            (363,569
            )OTHER
                ITEMSInterest
                income
            
            
            170,880
            
            
            55,613
            
            
            1,035Interest
                expense
            
            
            -
            
            
            (25,978
            )
            
            -Foreign
                exchange loss
            
            
            3,837
            
            
            (7,219
            )
            
            -174,717
            
            
            22,415
            
            
            1,035NET
                LOSS FOR THE YEAR
            
            
            (1,108,736
            )
            
            (830,112
            )
            
            (362,534
            )DEFICIT,
                BEGINNING OF YEAR
            
            
            (14,101,498
            )
            
            (13,271,386
            )
            
            (12,908,852
            )DEFICIT,
                END OF YEAR
            
            $
            (15,210,234
            )
            $
            (14,101,498
            )
            $
            (13,271,386
            )LOSS
                PER SHARE (Note 10)Basic
                and diluted
            
            $
            (0.06
            )
            $
            (0.08
            )
            $
            (0.08
            )





See
      accompanying notes to the consolidated financial statements




80





**RODINIA
      MINERALS INC.**


**(An
      Exploration Stage Company)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004**


**(Expressed
      in Canadian Dollars)**








**2006**
            
            **2005**
            
            **2004**CASH
                FROM (USED IN):OPERATING
                ACTIVITIESNet
                loss for the year
            
            $
            (1,108,736
            )
            $
            (830,112
            )
            $
            (362,534
            )Items
                not involving cash and cash equivalents:Amortization
            
            
            4,870
            
            
            5,079
            
            
            -Shares
                issued for interest and services
            
            
            -
            
            
            39,058
            
            
            -Stock-based
                compensation
            
            
            628,157
            
            
            424,490
            
            
            183,770(475,709
            )
            
            (361,485
            )
            
            (178,764
            )Changes
                in operating assets and liabilities:Receivables
            
            
            (1,464
            )
            
            (40,125
            )
            
            (2,538
            )Prepaid
                expenses and deposits
            
            
            (46,708
            )
            
            7,660
            
            
            (10,000
            )Increase
                in reclamation bond
            
            
            -
            
            
            (19,889
            )
            
            -Deposits
            
            
            (7,289
            )
            
            -
            
            
            -Advance
                royalty payments
            
            
            (59,812
            )
            
            (30,282
            )
            
            -Accounts
                payable and accrued liabilities
            
            
            (30,109
            )
            
            (67,194
            )
            
            97,605(621,091
            )
            
            (511,315
            )
            
            (93,697
            )FINANCING
                ACTIVITIESProceeds
                from common shares issued, net of share issue costs and share
                subscriptions
            
            
            971,194
            
            
            5,138,281
            
            
            386,000Proceeds
                from issuance of convertible debt
            
            
            -
            
            
            -
            
            
            151,800Proceeds
                from warrants issued
            
            
            364,798
            
            
            -
            
            
            -Repayment
                of debt
            
            
            -
            
            
            -
            
            
            (675
            )Increase
                (decrease) in due to related parties
            
            
            (9,465
            )
            
            11,090
            
            
            -Proceeds
                from share subscriptions
            
            
            -
            
            
            592,000
            
            
            -1,326,527
            
            
            5,741,371
            
            
            537,125INVESTING
                ACTIVITIESPurchase
                of property and equipment
            
            
            (8,102
            )
            
            (18,592
            )
            
            -Increase
                in loan receivable
            
            
            (517,320
            )
            
            (12,064
            )
            
            -Mineral
                property expenditures capitalized during the year
            
            
            (278,202
            )
            
            (692,927
            )
            
            (374,281
            )(803,624
            )
            
            (723,583
            )
            
            (374,281
            )INCREASE
                (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE YEAR
            
            
            (98,188
            )
            
            4,506,473
            
            
            69,147CASH
                AND CASH EQUIVALENTS, BEGINNING OF YEAR
            
            
            4,575,966
            
            
            69,493
            
            
            346CASH
                AND CASH EQUIVALENTS, END OF YEAR
            
            $
            4,477,778
            
            $
            4,575,966
            
            $
            69,493SUPPLEMENTARY
                CASH FLOW INFORMATIONCash
                received:Interest
            
            $
            -
            
            $
            18,869
            
            $
            -Income
                taxes
            
            
            -
            
            
            -
            
            
            -Cash
                paid for:Interest
            
            
            -
            
            
            945
            
            
            1,035Income
                taxes
            
            
            -
            
            
            -
            
            
            -Non-cash
                investing and financing activities:Shares
                issued to settle convertible debt
            
            
            -
            
            
            158,083
            
            
            -Shares
                issued for Workman Creek mineral property
            
            
            2,150,000
            
            
            -
            
            
            -Warrants
                issued for Workman Creek mineral property
            
            
            754,737
            
            
            -
            
            
            -Shares
                issued as finder’s fee for Workman Creek mineral property
            
            
            136,751
            
            
            -
            
            
            -





**See
      accompanying notes to the consolidated financial
      statements**


81




**RODINIA
      MINERALS INC.**


**(An
      Exploration Stage Company)**


**NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE YEARS ENDED**


**DECEMBER
      31, 2006, 2005 AND 2004**


**(Expressed
      in Canadian Dollars)**







**1** . **NATURE
      AND CONTINUANCE OF OPERATIONS**




Rodinia
      Minerals Inc. (the “Company”) is incorporated under the laws of British
      Columbia. The Company’s principal business activities include the acquisition,
      exploration and development of mineral properties domiciled in the United
      States. The Company is in the exploration stage and has not yet determined
      whether any of these properties contain ore reserves that are economically
      recoverable.




As
      at
      December 31, 2006, the Company had working capital of $4,527,717 and an
      accumulated deficit of $15,210,234. The continuance of the Company’s operations
      is dependent on obtaining sufficient additional financing in order to realize
      the recoverability of the Company’s investments in mineral properties, which is
      dependent upon the existence of economically recoverable reserves and market
      prices for the underlying minerals.




These
      financial statements have been prepared on the basis of accounting principles
      applicable to a going concern, which assumes the Company will be able to realize
      its assets and discharge its liabilities in the normal course of business for
      the foreseeable future.




**2.
      SIGNIFICANT ACCOUNTING POLICIES**




(a)
            Principles
                of Consolidation




These
      financial statements have been prepared in conformity with Canadian generally
      accepted accounting principles on a consolidated basis and include the accounts
      of the Company and its wholly-owned American subsidiary, Donnybrook Platinum
      Resources Inc. All significant inter-company balances and transactions have
      been
      eliminated upon consolidation.




(b)
            Use
                of Estimates




The
      preparation of financial statements in conformity with Canadian generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the reported
      period. Significant areas requiring the use of estimates relate to the
      recoverability or valuation of receivables and mineral properties, the useful
      lives of property and equipment, the utilization of future income tax assets,
      the valuation of asset retirement obligations, the measurement of stock-based
      compensation and disclosures of contingent liabilities. Actual results may
      ultimately differ from those estimates.




(c)
            Cash
                Equivalents




Cash
      equivalents include securities that on acquisition have an term to maturity
      of
      three months or less, or may be redeemed during this period. These investments
      are highly liquid marketable securities and deposits, which are recorded at
      the
      lower of cost and market value.




(d)
            Mineral
                Properties




Mineral
      property acquisition, exploration and development costs for identified projects
      are capitalized. General property investigation and exploration costs are
      expensed as incurred. Mineral properties are tested for recoverability whenever
      events or changes in circumstances indicate that their carrying amounts may
      not
      be recoverable in accordance with CICA 3063, “Impairment of Long-Lived Assets”
and AcG-11, “Enterprises in the Development Stage”. Capitalized mineral property
      costs will be depleted upon the commencement of commercial production using
      the
      unit of production basis.




(e)
            Property
                and Equipment




Property
      and equipment is initially recorded at cost. Amortization is subsequently
      provided using the declining balance basis at the following annual
      rates:




Furniture
      and fixtures    30%


Office
      equipment 20%


82


**2.
      SIGNIFICANT ACCOUNTING POLICIES (continued)**




(f)
            Long-lived
                Assets




The
      recoverability of long-lived assets, which includes property and equipment
      and
      mineral property costs, is assessed when an event occurs indicating impairment.
      Recoverability is based on factors such as future asset utilization and the
      future undiscounted cash flows expected to result from the use or sale of the
      related assets. An impairment loss is recognized in the period when it is
      determined that the carrying amount of the asset will not be recoverable. At
      that time the carrying amount is written down to fair value.




(g)
            Asset
                Retirement Obligations




Effective
      January 1, 2004, the Company adopted a new Canadian accounting standard for
      asset retirement obligations. Under the new standard, the Company recognizes
      liabilities for statutory, contractual or legal obligations associated with
      the
      reclamation of mining property, plant and equipment, when those obligations
      result from the acquisition, construction, development or normal operation
      of
      the assets. Initially, a liability for an asset retirement obligation is
      recognized at its fair value in the period in which it is incurred. Upon initial
      recognition of the liability, the corresponding asset retirement cost is added
      to the carrying amount of the related asset and the cost is amortized as an
      expense over the economic life of the asset using either the unit-of-production
      method or the straight-line method, as appropriate. Following the initial
      recognition of the asset retirement obligation, the carrying amount of the
      liability is increased for the passage of time and adjusted for changes to
      the
      amount or timing of the underlying cash flows needed to settle the
      obligation.




(h)
            Translation
                of Foreign Currencies and Foreign
                Subsidiaries




Transactions
      in foreign currencies are translated into the currency of measurement at the
      exchange rates in effect on the transaction date. Monetary balance sheet items
      expressed in foreign currencies are translated into Canadian dollars at the
      exchange rates in effect at the balance sheet date. The resulting exchange
      gains
      and losses are recognized in income.




The
      Company’s integrated foreign subsidiaries are financially or operationally
      dependent on the Company. The Company uses the temporal method to translate
      the
      accounts of its integrated operations into Canadian dollars. Monetary assets
      and
      liabilities are translated at the exchange rates in effect at the balance sheet
      date. Non-monetary assets and liabilities are translated at historical rates.
      Revenues and expenses are translated at average rates for the period, except
      for
      amortization, which is translated on the same basis as the related asset. The
      resulting exchange gains or losses are recognized in income.




(i)
            Stock-based
                Compensation




The
      Company has a stock option plan for management, directors and employees. The
      Company recognizes compensation expense for this plan under the fair value
      based
      method in accordance with CICA Handbook section 3870 “Stock-Based Compensation
      and Other Stock-Based Payments”. Under this method, the fair value of each
      option grant is estimated on the date of the grant and amortized over the
      vesting period, with the resulting amortization credited to contributed surplus.
      The Company estimates the fair value of each grant using the Black-Scholes
      option-pricing model. Consideration paid by employees on the exercise of stock
      options is recorded as share capital.




(j)
            Income
                Taxes




The
      Company follows the asset and liability method for determining income taxes.
      Under this method, future income tax assets and liabilities are recognized
      for
      temporary differences between the carrying amounts for financial statement
      purposes and the tax basis for certain assets and liabilities. Future income
      tax
      assets and liabilities are measured using enacted tax rates expected to apply
      to
      taxable income in the years in which these temporary differences are expected
      to
      be settled. The tax effects of changes in these temporary differences are
      recognized in income in the period in which they occur.




(k)
            Loss
                per Share




Basic
      earnings per share is computed by dividing net earnings by the weighted average
      number of common shares outstanding during the period. Diluted earnings per
      share is calculated by adjusting the weighted average number of common shares
      outstanding using the treasury stock method, to reflect the potential dilution
      of securities that could result from the exercise of “in the money” stock
      options.


83


**2.**  **SIGNIFICANT
      ACCOUNTING POLICIES (continued)**




(l)
            Comparative
                Figures




Certain
      figures presented for comparative purposes have been reclassified to conform
      to
      the presentation adopted for the current year.




**3.
      PROPERTY AND EQUIPMENT**




**2006**
            
            **2005**Cost
            
            Accumulated
              Amortization
            
            Net
                Book
              Value
            
            Net
                Book
              ValueFurniture
                and equipment
            
            $
            16,345
            
            $
            7,350
            
            $
            8,995
            
            $
            9,525Office
                equipment
            
            
            10,349
            
            
            2,599
            
            
            7,750
            
            
            3,988$
            26,694
            
            $
            9,949
            
            $
            16,745
            
            $
            13,513




**4.
      MINERAL PROPERTIES**




**2006**
            
            Workman
                Creek
            
            Mormon
                LakeArizona
            
            Arizona
            
            TotalMineral
                properties, beginning of year
            
            $
            878,944
            
            $
            188,264
            
            $
            1,067,208Cost
                incurred during the year:Acquisition
                costs
            
            
            3,091,487
            
            
            -
            
            
            3,091,487Assaying
            
            
            3,995
            
            
            -
            
            
            3,995Claims
            
            
            19,742
            
            
            20,874
            
            
            40,616Consulting
            
            
            147,443
            
            
            -
            
            
            147,443Field
                equipment and supplies
            
            
            8,760
            
            
            -
            
            
            8,760Field
                work, labour and supplies
            
            
            27,322
            
            
            -
            
            
            27,322General
                and administration
            
            
            29,112
            
            
            -
            
            
            29,112Legal
            
            
            34,850
            
            
            2,176
            
            
            37,026Property
                deposit
            
            
            (16,379
            )
            
            -
            
            
            (16,379
            )Recoveries
            
            
            (25,900
            )
            
            -
            
            
            (25,900
            )Reports
                and Maps
            
            
            12,019
            
            
            -
            
            
            12,019Site
                visits
            
            
            3,285
            
            
            3,250
            
            
            6,5353,335,736
            
            
            26,300
            
            
            3,362,036Mineral
                properties, end of year
            
            $
            4,214,680
            
            $
            214,564
            
            $
            4,429,244


84


**4.**  **MINERAL
      PROPERTIES (continued)**




**2005**
            
            Workman
                Creek
            
            Mormon
                LakeArizona
            
            Arizona
            
            TotalMineral
                properties, beginning of year
            
            $
            374,281
            
            $
            -
            
            $
            374,281Cost
                incurred during the year:Acquisition
                costs
            
            
            85,000
            
            
            -
            
            
            85,000Property
                deposit
            
            
            29,467
            
            
            -
            
            
            29,467Assaying
            
            
            8,447
            
            
            -
            
            
            8,447Consulting
            
            
            168,607
            
            
            -
            
            
            168,607Claims
                maintenance
            
            
            29,644
            
            
            91,306
            
            
            120,950Field
                equipment and supplies
            
            
            44,727
            
            
            -
            
            
            44,727Field
                work, labour and supplies
            
            
            67,437
            
            
            -
            
            
            67,437General
                and administration
            
            
            60,761
            
            
            -
            
            
            60,761Legal
            
            
            -
            
            
            4,345
            
            
            4,345Site
                visits
            
            
            10,573
            
            
            -
            
            
            10,573Staking
                programs
            
            
            -
            
            
            92,613
            
            
            92,613504,663
            
            
            188,264
            
            
            692,927Mineral
                properties, end of year
            
            $
            878,944
            
            $
            188,264
            
            $
            1,067,208




(a)
            Workman
                Creek, Arizona, United States




On
      October 26, 2004, the Company entered into a Letter of Intent (“LOI”) 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. (“Donnybrook”),
      of a 100% interest in the Workman Creek Uranium Deposit Project (“Workman
      Creek”) located in Arizona, United States.




Under
      the
      LOI, prior to December 31, 2005, the Company paid to Cooper, $85,000 cash and
      advanced funds necessary to carry out the first phase of an exploration program.
      During the year ended December 31, 2006, the Company paid $50,000 cash and
      issued 2,500,000 common shares of the Company valued at $2,150,000 to Cooper.
      The Company also issued to third parties 1,500,000 warrants valued at $754,737,
      computed using the Black-Scholes option-pricing model, and paid a finders’ fee
      of 227,917 common shares valued at $136,750, based on the market value of the
      Company’s shares at the date of the LOI. The warrants have an exercise price of
      $0.74 and expire on July 18, 2011.




To
      acquire the interest, an aggregate of US$2,000,000 in expenditures in connection
      with maintaining, exploring, developing or equipping any one or more of the
      mineral claims for commercial production must be incurred as follows:




1.
            on
                or before the second anniversary of the date of the LOI, October
                26, 2006,
                not less than an aggregate US$850,000;




2.
            on
                or before the third anniversary of the date of the LOI, October 26,
                2007,
                not less than an aggregate US$1,400,000;
                and




3.
            on
                or before the fourth anniversary of the date of the LOI, October
                26, 2008,
                not less than an aggregate
                US$2,000,000.




As
      at
      December 31, 2006, the Company had satisfied its expenditure
      commitments.




Under
      the
      LOI, the Company has the responsibility to assume all of Cooper’s obligations
      under its underlying agreement with a third party regarding the mineral claims,
      including the obligation to make advance royalty payments as described in Note
      13. During the year ended December 31, 2006, the Company advanced US$25,000
      (2005 - US$25,000) in royalty payments.


85


**4.**  **MINERAL
      PROPERTIES (continued)**




(a)  Workman
      Creek, Arizona, United States (continued)




The
      interest in Workman Creek is subject to a 3% net smelter revenue royalty
      (“NSR”). During the year ended December 31, 2006, the Company entered into an
      agreement in which it granted UraniumCore Company (“UraniumCore”) an option to
      earn, subject to a 3% NSR, a 75% interest in certain Workman Creek mineral
      claims by paying the Company US$50,000 cash, issuing 4,000,000 common shares
      of
      UraniumCore to the Company and expending US$2,000,000 in exploration activities
      over a four year period. In connection with this transaction the Company paid
      a
      finder’s fee of $30,000. The Company also committed 79,545 common shares of the
      Company as a finder’s fee, issuable upon the Company’s receipt of the 4,000,000
      common shares of UraniumCore. As at December 31, 2006, UraniumCore has paid
      the
      Company US$50,000.




(b)
            Mormon
                Lake, Arizona, United States




On
      November 2, 2005, the Company entered into an agreement with Patriot Power
      Corp.
      (“Patriot Power”), a company with a director in common, pursuant to which
      Patriot Power can earn an option (the “Rodinia Option”) to acquire from the
      Company a 60% interest in 312 unpatented lode mining claims located in Arizona
      (the “Rodinia Claims”).




Patriot
      Power will earn the option to acquire a 60% interest in the Rodinia Claims
      upon
      exercising an option (the “Patriot Power Option”) to acquire a 100% interest in
      21 unpatented lode mining claims located in Arizona (the “Patriot Power Claims”)
      from a third party. The Patriot Power Claims are subject to royalties totalling
      3%. Upon exercise of the Rodinia Option, Patriot Power is to grant, as
      consideration to the Company, a 40% interest in the Patriot Power Claims.




The
      terms
      of the agreement provide that all operations following the exercise of the
      Rodinia Option are to be conducted on a joint venture basis between the Company
      and Patriot Power. The Rodinia Option expires should the Patriot Power Option
      expire or be cancelled. During the year ended December 31, 2006, the Company
      advanced US$450,000 to third parties on behalf of Patriot Power under the terms
      described in note 5.




(c)
            Lucky
                Boy, Arizona, United States




On
      March
      17, 2005, Golden Patriot, Corp. (“Golden Patriot”) granted the Company the
      option (the “Rodinia Option”) to acquire, upon the payment of US$1, up to an
      undivided 40% interest in Golden Patriot’s interest in the Lucky Boy mineral
      property in Arizona. The mineral property consists of 14 lode claims on BLM
      land
      and 80 acres of State land held by exploration permit for a total of 320 acres.
      Golden Patriot has an option to acquire up to a 100% interest in the Lucky
      Boy
      mineral property from Handley Minerals Inc. (the “Golden Patriot Option”). The
      Rodinia Option is exercisable as follows:




(iv)
            At
                any time after an aggregate of US$500,000 has been spent by Golden
                Patriot
                in exploration and development activities on the Lucky Boy mineral
                property and has thereby exercised its right to acquire, pursuant
                to the
                terms of the Golden Patriot Option, a 60% interest in the property,
                subject to a 3% royalty (the
“Royalty”);




(v)
            At
                any time after each additional US$100,000 has been spent by Golden
                Patriot
                on exploration and development activities on the Lucky Boy mineral
                property and Golden Patriot has thereby exercised its right to acquire
                additional 8% interests in the property, subject to the
                Royalty;




(vi)
            Until
                the option expiry date, being the day that is thirty days after the
                date
                the Company receives notice in writing that an aggregate of US$1,000,000
                has been spent on the Lucky Boy mineral property and that Golden
                Patriot
                has thereby exercised its right to acquire in aggregate, a 100% interest
                in the property, subject to the
                Royalty.




Golden
      Patriot has agreed not to sell, transfer, assign, grant an option on or
      otherwise dispose of its interest in the Lucky Boy mineral property in such
      a
      manner as to impair the Company’s right to acquire its interest in the
      property.


86


**5.**  **LOANS
      RECEIVABLE**




During
      the year ended December 31, 2006, the Company advanced US$450,000 to third
      parties on behalf of Patriot Power as described in Note 4(b). The advances
      are
      non-interest bearing, unsecured and have no fixed terms of
      repayment.





**6.
      SHARE CAPITAL**




(a)  Authorized




100,000,000
      common shares without par value




(b)  Issued
      and Outstanding




Number
                of Shares
            
            AmountBalance,
                December 31, 2004
            
            
            5,541,995
            
            $
            13,179,357Issued
                during the year:For
                cash:Private
                placements, net of share issue costs (Notes (iii) and
                (iv))
            
            
            6,108,785
            
            
            3,432,635Exercise
                of stock options
            
            
            43,360
            
            
            12,090Exercise
                of warrants
            
            
            3,328,866
            
            
            842,065Exercise
                of agent unit options
            
            
            32,184
            
            
            20,920Exercise
                of agent warrants
            
            
            5,250
            
            
            4,200Transfers
                from contributed surplus:Exercise
                of stock options
            
            
            -
            
            
            12,257Exercise
                of agent unit options
            
            
            -
            
            
            42,396Exercise
                of agent warrants
            
            
            -
            
            
            6,717For
                services - finders’ fees
            
            
            498,277
            
            
            14,025For
                interest
            
            
            17,857
            
            
            18,750For
                conversion of debt (Note (v))
            
            
            506,000
            
            
            158,083Balance,
                December 31, 2005
            
            
            16,082,574
            
            
            17,743,495Issued
                during the year:For
                cash:Private
                placements, net of share issue costs (Notes (i) and (ii))
            
            
            1,800,000
            
            
            720,128Exercise
                of stock options
            
            
            93,000
            
            
            55,800Exercise
                of warrants
            
            
            240,192
            
            
            192,153Exercise
                of agent unit options
            
            
            377,064
            
            
            270,801Exercise
                of agent warrants
            
            
            108,241
            
            
            86,838Transfers
                from contributed surplus:Exercise
                of stock options
            
            
            -
            
            63,240Exercise
                of agent unit options
            
            
            -
            
            248,526Exercise
                of agent warrants
            
            
            -
            
            138,484For
                services - finders’ fees
            
            
            141,135
            
            170,618For
                property - Workman Creek
            
            
            2,727,917
            
            2,286,750Balance,
                December 31, 2006
            
            
            21,570,123
            
            $21,976,833


87


**6.**  **SHARE
      CAPITAL (continued)**




(b)  Issued
      and Outstanding (continued)




(i)
            On
                June 2, 2006, the Company issued 1,000,000 units at $0.74 per unit
                for
                gross proceeds of $740,000 under a non-brokered private placement.
                Each
                unit consisted of one common share of the Company and one transferable
                common share purchase warrant. Each warrant entitled the holder to
                purchase one common share of the Company at a price of $1.10 per
                share
                expiring on June 2, 2007. In the event that the Company’s shares close
                trading on the TSX at a price of $1.50 or more for a period of at
                least 30
                consecutive trading days after August 1, 2006, the Company will have
                the
                right to reduce the exercise period of the warrants to 30 days, after
                such
                period. Values of $554,731 and $185,269 were assigned to the common
                shares
                and warrants, respectively, based on their relative fair values at
                the
                closing date of the private placement. In connection with the private
                placement, the Company issued as a commission 71,000 units consisting
                of
                one common share of the Company and one non-transferable common share
                purchase warrant with terms similar to those units issued under the
                non-brokered private placement. The common share purchase warrants
                included in these units were assigned a fair value of $24,424 computed
                using the Black-Scholes option-pricing model. The Company incurred
                other
                share issue costs of $4,200 in connection with this
                offering.




(ii)
            On
                January 3, 2006, the Company issued 800,000 units at $0.74 per unit
                for
                gross proceeds of $592,000 under a non-brokered private placement.
                Each
                unit consisted of one common share of the Company and one transferable
                common share purchase warrant. Each warrant entitles the holder to
                purchase one common share of the Company at a price of $1.10 per
                share
                expiring on January 3, 2007. In the event that the Company’s shares close
                trading on the TSX at a price of $1.50 or more for a period of at
                least 30
                consecutive trading days after March 4, 2006, the Company will have
                the
                right to reduce the exercise period of the warrants to 30 days, after
                such
                period. Values of $412,471 and $179,529 were assigned to the common
                shares
                and warrants, respectively, based on their relative fair values at
                the
                closing date of the private placement. In connection with the private
                placement, the Company issued 70,135 units with terms similar to
                those
                units issued under the non-brokered private placement as a commission.
                The
                common share purchase warrants included in these units were assigned
                a
                fair value of $42,432 computed using the Black-Scholes option-pricing
                model. The Company incurred other share issue costs of $5,400 in
                connection with this offering.




(iii)
            On
                March 2, 2005, the Company issued 2,000,000 units at $0.65 per unit
                for
                gross proceeds of $1,300,000 under a brokered private placement.
                Each unit
                consisted of one common share of the Company and one-half of one
                transferable common share purchase warrant. Each whole warrant entitled
                the holder to purchase one common share of the Company at a price
                of $0.80
                per share expiring on March 2, 2006 increasing to $0.90 per share
                expiring
                on March 2, 2007. In connection with the private placement, the Company
                issued as a commission 150,000 units and as a corporate finance fee
                30,000
                units consisting of one common share of the Company and one-half
                of one
                non-transferable common share purchase warrant with terms similar
                to those
                units issued under the brokered private placement. The common share
                purchase warrants included in these units were assigned fair values
                of
                $95,955 and $19,191, respectively, computed using the Black-Scholes
                option-pricing model. The Company also issued as a commission 200,000
                options to acquire units consisting of one common share of the Company
                and
                one-half of one non-transferable common share purchase warrant with
                terms
                similar to those units issued under the brokered private placement.
                These
                agent options were assigned a fair value of $391,400 computed using
                the
                Black-Scholes option-pricing model. The Company incurred other share
                issue
                costs of $13,615 in connection with this
                offering.


88


**6.**  **SHARE
      CAPITAL (continued)**




(b)  Issued
      and Outstanding (continued)




(iv)
            On
                October 30, 2005, the Company issued 4,108,785 units at $0.74 per
                unit for
                gross proceeds of $3,040,501 under a brokered private placement.
                Each unit
                consisted of one common share of the Company and one transferable
                common
                share purchase warrant. Each warrant entitled the holder to purchase
                one
                common share of the Company at a price of $1.10 per share expiring
                on
                October 30, 2006. In the event that the Company’s shares close trading on
                the TSX at a price of $1.50 per share or more for a period of at
                least 30
                consecutive trading days after December 29, 2005, the Company will
                have
                the right to reduce the exercise period of the warrants to 30 days,
                after
                such period. In connection with the private placement, the Company
                issued
                as a commission 246,527 units and as a corporate finance fee 25,000
                units
                consisting of one common share of the Company and one non-transferable
                common share purchase warrant with terms similar to those units issued
                under the brokered private placement. The agent warrants included
                in these
                units were assigned fair values of $77,237 and $7,833, respectively,
                computed using the Black-Scholes option-pricing model. The Company
                also
                issued as a commission 308,159 options to acquire units consisting
                of one
                common share of the Company and one non-transferable common share
                purchase
                warrant with terms similar to those units issued under the brokered
                private placement. These agent options were assigned a fair value
                of
                $234,755 computed using the Black-Scholes option-pricing model. The
                Company incurred other share issue costs of $14,702 in connection
                with
                this offering.


(v)
            During
                the year ended December 31, 2005, holders of the Company’s convertible
                debt instruments exercised their options to convert their loans into
                506,000 common shares at a deemed price of $0.30 and 506,000
                non-transferable share purchase warrants. Each warrant entitled the
                holder
                to purchase one common share of the Company at a price of $0.30 per
                share
                expiring on September 20, 2005. All 506,000 warrants were exercised
                during
                the year. In connection with the conversion, the Company issued as
                a
                commission 46,750 units consisting of one common share of the Company
                and
                one non-transferable common share purchase warrant with terms similar
                to
                those issued on conversion.




(c)  Stock
      Options




The
      Company has a plan to grant stock options to directors, officers, employees
      and
      consultants of the Company. Under the plan, the board of directors has the
      discretion to issue the equivalent of up to 10% of the issued and outstanding
      shares of the Company from time to time. Stock options are generally exercisable
      for a term of up to five years from the date of grant.




Stock
      option activity since December 31, 2004 is presented below:




Number
                of
              Shares
            
            Weighted
                Average Exercise PriceOutstanding,
                December 31, 2004
            
            
            541,360
            
            
            0.49Granted
            
            
            1,250,000
            
            
            0.78Exercised
            
            
            (43,360
            )
            
            0.28Outstanding,
                December 31, 2005
            
            
            1,748,000
            
            
            0.70Granted
            
            
            400,000
            
            
            0.75Exercised
            
            
            (93,000
            )
            
            0.60Expired
            
            
            (120,000
            )
            
            0.92Outstanding,
                December 31, 2006
            
            
            1,935,000
            
            
            0.70




The
      following number of stock options were exercisable at the end of the
      year:




Number
                of
              SharesDecember
                31, 2004
            
            
            541,360December
                31, 2005
            
            
            918,000December
                31, 2006
            
            
            1,935,000




Stock
      options outstanding at December 31, 2006 will expire between March 20, 2007
      and
      December 1, 2011.


89


**6.**  **SHARE
      CAPITAL (continued)**




(d)
            Warrants




Warrant
      activity since December 31, 2004 is presented below:




Number
            
            Purchase
                Priceof
                Shares
            
            Per
                ShareOutstanding,
                December 31, 2004
            
            
            2,763,616
            
            $
            0.15
                - 0.35Issued
            
            
            5,661,533
            
            
            0.30
                - 1.10Exercised
            
            
            (3,328,866
            )
            
            0.15
                - 0.80Outstanding,
                December 31, 2005
            
            
            5,096,283
            
            
            0.80
                - 1.10Issued
            
            
            3,300,000
            
            
            0.74
                - 1.10Exercised
            
            
            (240,192
            )
            
            0.80
                - 0.90Expired
            
            
            (4,108,785
            )
            
            0.15
                - 0.80Outstanding,
                December 31, 2006
            
            
            4,047,306
            
            $
            0.80
                - 1.10




Warrants
      outstanding at December 31, 2006 expire between January 2, 2007 and July 18,
      2011.




(e)
            Agent
                Unit Options




During
      the year ended December 31, 2005, the Company issued 508,159 agent unit options
      that may be exercised to purchase 508,159 units in connection with the
      financings described in notes 6(b)(iii) and (iv). Agent unit option activity
      since December 31, 2004 is presented below:




Number
                ofUnits
            
            Exercise
                Price per UnitOutstanding,
                December 31, 2004
            
            
            -
            
            
            -Granted
            
            
            508,159
            
            $
            0.65
                - 0.74Exercised
            
            
            (32,184
            )
            
            0.65Outstanding,
                December 31, 2005
            
            
            475,975
            
            
            0.65
                - 0.74Exercised
            
            
            (377,064
            )
            
            0.65
                - 0.74Expired
            
            
            (22,500
            )
            
            0.74Outstanding,
                December 31, 2006
            
            
            76,411
            
            $
            0.65




Agent
      unit options outstanding at December 31, 2006 expire on March 2,
      2007.




(f)  Agent
      Warrants




Agent
      warrant activity since December 31, 2004 is presented below:




Number
                ofShares
            
            Purchase
                Price per ShareOutstanding,
                December 31, 2004
            
            
            -
            
            
            -Granted
            
            
            377,711
            
            $
            0.80
                - 1.10Exercised
            
            
            (5,250
            )
            
            0.80Outstanding,
                December 31, 2005
            
            
            372,461
            
            
            0.80
                - 1.10Granted
            
            
            472,497
            
            
            0.80
                - 1.10Exercised
            
            
            (108,241
            )
            
            0.80
                - 1.10Expired
            
            
            (556,875
            )
            
            1.10Outstanding,
                December 31, 2006
            
            
            179,842
            
            $
            0.80
                - 1.10




Agent
      warrants outstanding at December 31, 2006 expire between January 2, 2007 and
      June 2, 2007.


90


**7.**  **CONTRIBUTED
      SURPLUS**




**2006**
            
            **2005**Balance,
                beginning of year
            
            $
            1,447,118
            
            $
            257,627Stock-based
                compensation (Note 8)
            
            
            628,157
            
            
            424,490Warrants
                issued in private placements for cash (Notes 6(b)(i) and
                (ii))
            
            
            364,798
            
            
            -Warrants
                issued for Workman Creek mineral property (Note 4(a))
            
            
            754,737
            
            
            -Fair
                value of warrants and agent unit options issued for services
                (Note 6(b))
            
            
            66,857
            
            
            826,371Transferred
                to share capital upon exercise of stock options
            
            
            (63,240
            )
            
            (12,257
            )Transferred
                to share capital upon exercise of agent unit options
            
            
            (248,526
            )
            
            (42,396
            )Transferred
                to share capital upon exercise of agent warrants
            
            
            (138,484
            )
            
            (6,717
            )Balance,
                end of year
            
            $
            2,811,417
            
            $
            1,447,118








**8.
      STOCK-BASED COMPENSATION**




During
      the year ended December 31, 2006, the Company granted 400,000 (2005 - 1,250,000;
      2004 - 388,000) stock options to directors and consultants of the Company.
      The
      weighted average fair value of each stock option granted during the year ended
      December 31, 2006 was $0.41 (2005 - $0.68; 2004 - $0.50) using the Black-Scholes
      option-pricing model on the date of grant using the following
      assumptions:




**2006**
            
            **2005**
            
            **2004**Expected
                option lives
            
            
            5
                years
            
            
            2.8
                years
            
            
            2.8
                yearsExpected
                dividend yield
            
            
            0
            %
            
            0
            %
            
            0
            %Risk-free
                interest rate
            
            
            4.2
            %
            
            3.4
            %
            
            2.0
            %Expected
                stock price volatility
            
            
            60
            %
            
            145
            %
            
            110
            %




During
      the year ended December 31, 2006, the Company recognized $628,157 (2005 -
      $424,490; 2004 - $183,770) of compensation cost in stock-based compensation
      expense.




**9.
      INCOME TAXES**




In
      assessing the realization of the Company’s future income tax assets, management
      considers whether it is more likely than not that some portion of all of the
      future tax assets will not be realized. The ultimate realization of future
      tax
      assets is dependent upon the generation of taxable income during the periods
      in
      which those temporary differences become deductible. Management considers the
      scheduled reversal of future tax liabilities, projected future taxable income,
      and tax planning strategies in making this assessment. The amount of future
      tax
      assets considered realizable could change materially in the near term based
      on
      future taxable income during the carry-forward period.




(a)
            The
                significant components of the Company’s future income tax assets are as
                follows:




**2006**
            
            **2005**Future
                income tax assets:Non-capital
                tax losses carried forward
            
            $
            443,000
            
            $
            333,500Capital
                losses carried forward
            
            
            94,500
            
            
            94,500Share
                issue costs
            
            
            68,000
            
            
            25,000Property
                and equipment
            
            
            1,000
            
            
            1,000Canadian
                exploration expenses
            
            
            377,500
            
            
            377,500Canadian
                development expenses
            
            
            426,000
            
            
            426,000Total
                gross future income tax assets
            
            
            1,410,000
            
            
            1,257,500Valuation
                allowance
            
            
            (1,152,000
            )
            
            (1,257,500
            )Future
                income tax assets offset to liabilities
            
            
            258,000
            
            
            -Future
                income tax liabilities:Foreign
                exploration and development expenses
            
            
            (258,000
            )
            
            -Net
                future income tax assets
            
            $
            -
            
            $
            -






91




**9.**  **INCOME
      TAXES (continued)**






(b)
            As
                at December 31, 2006, the Company has non-capital losses carried
                forward
                for income tax purposes available to reduce taxable income in future
                years
                of $1,299,000 expiring as follows:




2007
            
            $
            248,5002008
            
            
            83,0002009
            
            
            72,0002014
            
            
            103,0002015
            
            
            337,5002026
            
            
            455,000








**10.
      LOSS PER SHARE**




The
      weighted average number of shares outstanding used in the computation of loss
      per share was 19,323,000 (2005 - 10,337,000; 2004 - 4,663,000). Outstanding
      stock options, warrants, agent unit options and agent warrants have not been
      considered in the computation of diluted loss per share, as the result is
      anti-dilutive.








**11.
      RELATED PARTY TRANSACTIONS AND BALANCES**




(a)
            During
                the year ended December 31, 2006, management and consulting fees
                of
                $140,000 (2005 - $105,500; 2004 - $41,500) were paid to directors
                of the
                Company and a company controlled by a director of the
                Company.




(b)
            During
                the year ended December 31, 2006, office and rent expense of $nil
                (2005 -
                $5,000; 2004 - $10,000) was paid to a director of the Company in
                connection with the provision of office premises to the
                Company.




(c)
            As
                at December 31, 2006, an amount of $1,625 (2005 - $11,090; 2004 -
                $nil)
                due to directors of the Company and a company controlled by a director
                of
                the Company for expenses incurred on the Company’s behalf is recorded in
                due to related parties. The amount is unsecured, non-interest bearing
                and
                repayable on demand.




All
      of
      the above noted transactions have been in the normal course of operations and
      are recorded at their exchange amounts, which is the consideration agreed upon
      by the related parties.





**12.
      FINANCIAL INSTRUMENTS**




(a)
            Fair
                Value of Financial Instruments




The
                Company has various financial instruments including cash and cash
                equivalents, receivables, deposits, reclamation deposit, loans receivable,
                accounts payable and accrued liabilities and due to a related parties.
                The
                carrying values of these financial instruments approximate their
                fair
                values due to the near-term maturity of these financial
                instruments.




(b)
            Concentrations
                of Business Risk




The
      Company maintains all of its cash and cash equivalents with a major Canadian
      financial institution. Deposits held with this institution may exceed the amount
      of insurance provided on such deposits. Loans receivable subjects the Company
      to
      concentrations of credit risk. The Company performs on-going credit evaluations
      of its debtor’s financial condition.




As
      the
      Company operates in an international environment, some of the Company’s
      transactions are denominated in currencies other than the Canadian dollar.
      Fluctuations in the exchange rates between these currencies and the Canadian
      dollar could have a material effect on the Company’s business, financial
      condition and results of operations.




92


**13.
      COMMITMENTS**




(a)
            Operating
                Leases




The
      Company has entered into operating lease commitments for premises and office
      equipment as follows:




2007
            
            $
            115,1182008
            
            
            115,1182009
            
            
            115,1182010
            
            
            115,1182011
            
            
            38,373




(b)
            Advance
                Royalty Payments




The
      Company is responsible for making advance royalty payments as follows pursuant
      to its agreement with Cooper as disclosed in Note 4(a):




2007
            
            $
            US25,0002008
            
            
            50,0002009
            
            
            50,0002010
            
            
            75,0002011
            
            
            75,000




Commencing
      in 2012, the Company is responsible for making payments of US$100,000 per
      annum.








**14.
      SUBSEQUENT EVENTS**




(b)
            From
                January 1, 2007 to March 7, 2007, the Company issued 1,077,094 common
                shares upon the exercise of stock options, warrants, agent options
                and
                agent warrants for proceeds of
                $962,759.




(c)
            On
                March 7, 2007, the Company granted 300,000 stock options to directors,
                officers and consultants of the Company with an exercise price of
                $1.00
                expiring March 7, 2012.




(d)
            On
                March 7, 2007, the Company modified 297,500 stock options issued
                to
                directors, officers and consultants extending their expiry date from
                March
                21, 2007 to March 7, 2010 and increasing their exercise price from
                $0.92
                to $1.00.








**15.
      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED
      STATES**




The
      Company prepares its financial statements in accordance with accounting
      principles generally accepted in Canada (“Canadian GAAP”), which differ in
      certain respects from those principles that the Company would have followed
      had
      its financial statements been prepared in accordance with accounting principles
      generally accepted in the United States (“US GAAP”). The material differences
      between Canadian and US GAAP, which affect the Company’s financial statements,
      are described below, and their effect on the financial statements is summarized
      as follows:




(e)
            Net
                Loss




**2006**
            
            **2005**
            
            **2004**Net
                loss under Canadian GAAP
            
            $
            (1,108,736
            )
            $
            (830,112
            )
            $
            (362,534
            )Deduct:Capitalized
                expenditures on unproven mineral properties
            
            
            (3,362,036
            )
            
            (692,927
            )
            
            (374,281
            )Loss
                and comprehensive loss under US GAAP
            
            $
            (4,470,772
            )
            $
            (1,523,039
            )
            $
            (736,815
            )Loss
                per share under US GAAP - basic and diluted
            
            $
            (0.23
            )
            $
            (0.15
            )
            $
            (0.16
            )







93


**15.**  **GENERALLY
      ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES
      (continued)**




(a)  Net
      Loss
      (continued)




Under
      Canadian GAAP, companies have the option to defer exploration expenditures
      on
      prospective properties until such time as it is determined that further work
      is
      not warranted, at which point capitalized costs would be written off. Under
      US
      GAAP, all exploration expenditures are expensed until an independent feasibility
      study has determined that the property is capable of commercial production.
      At
      this stage, the Company has not yet identified economically recoverable reserves
      on any of its interests. Accordingly, under US GAAP, all exploration costs
      incurred are expensed.




(b)  Mineral
      Properties




**2006**
            
            **2005**Mineral
                properties under Canadian GAAP
            
            $
            (4,429,244
            )
            $
            (1,067,208
            )Deduct:Capitalized
                expenditures on unproven mineralproperties
                (Note 15(a))
            
            
            (4,429,244
            )
            
            (1,067,208
            )Mineral
                properties under US GAAP
            
            $
            -
            
            $
            -




(c)  Deficit




**2006**
            
            **2005**
            
            **2004**Deficit
                under Canadian GAAP
            
            $
            (15,210,234
            )
            $
            (14,101,498
            )
            $
            (13,271,386
            )Deduct:Capitalized
                expenditures on unproven mineralproperties
                (Note 15(a))
            
            
            (4,429,244
            )
            
            (1,067,208
            )
            
            (374,281
            )Deficit
                under US GAAP
            
            $
            (19,639,478
            )
            $
            (15,168,706
            )
            $
            (13,645,667
            )




(d)  Cash
      Flow
      From Operating Activities




Under
      US
      GAAP, cash flow from operating activities must be presented as the amount
      calculated after taking into effect the changes in non-cash working capital
      items. The disclosure of a subtotal referring to the amount of cash flow from
      operating activities before changes to working capital items is not permitted.




94






**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: July
              17, 2007
            By:
            /s/
              Don
              MorrisonDon
              Morrison. President and CEO





**Item
      19. Exhibits**




Exhibit
                1.
            3.0/3.1
                Articles of Incorporation*Exhibit
                2.
            Property
                Report*Exhibit
                3.
            Stock
                Option Plan*Exhibit
                4.
            Cooper
                Minerals Agreement*Exhibit
                5.
            Lucky
                Boy Agreement*Exhibit
                6.
            Letter
                of Intent between Rodinia Minerals Inc. and Cooper Minerals,
                Inc.*Exhibit
                7.
            Consolidated
                Financial Statements U.S. GAAP December 31, 2006, 2005 and
                2004Exhibit
                8.
            23.1
                Consent of Manning Elliott LLP Chartered Accountants March 07,
                2007





* 
      Incorporated by reference to form 20-F filed with the commission on June
      28, 2005