**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





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







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


**SECURITIES
      EXCHANGE ACT OF 1934.**











**RODINIA
      MINERALS, INC.**


(Exact
      name of registrant as specified in its charter)





**Province
      of British Columbia**


(Jurisdiction
      of incorporation or organization)





**Suite
          600, 580 Hornby Street, Vancouver, British Columbia, V6C
          3B6** ****
 (Address
      of principal executive offices)


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





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





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





**Common
      shares without par value**


(Title
      of
      Class)





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





**None**


(Title
      of
      Class)


Number
          of
          outstanding shares of each of the Corporation’s classes of capital or common
          stock as of the period covered by the Registration Statement. **As of December 31, 2004, there were** 5,541,995 **common shares issued and outstanding** . **As
          at March 27, 2006 there were 17,290,671 common shares issued and
          outstanding.**


Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. **** **Not
      Applicable**





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




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








1





**TABLE
      OF CONTENTS**




Forward-looking Statements
                page 3Cautionary
                    Note to U.S. Investors Concerning Estimates of Measured and
                  Indicated
                    Mineral Resources
                page 3Glossary of Mining Terms
                page 4Part I
                page 7Item
                  1. Identity of Directors, Senior Management and Advisors
                page
                  7Item 2. Offer Statistics and Expected
                  Timetable
                page 8Item 3. Key Information
                page 9Item 4. Information on the
                  Company
                page 18Item 5. Operating and Financial
                  Review and
                  Prospects
                page 31Item 6. Directors, Senior Management
                  and
                  Employees
                page 37Item 7. Major Shareholders and Related
                  Party
                  Transactions
                page 45Item 8. Financial
                  Information
                page 45Item 9. The Offer and
                  Listing
                page 46Item 10. Additional
                  Information
                page 47Item 11. Quantitative and Qualitative
                  Disclosures About Market Risk
                page 65Item 12. Description of Securities
                  Other than
                  Equity Securities
                page 65Part II
                page 66Part III
                page 67Item 17. Financial
                  Statements
                page 67Item 18. Financial
                  Statements
                page 67Item 19. Exhibits
                page 99










2














**Forward-looking
      Statements**





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




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





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











3








**Glossary
      of Mining Terms**





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








4






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










5






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








6






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














7





**PART
      I**





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





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







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 5P5




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




Mr.
        Walter Brooks, a Director, was not reappointed to the Board at the Company’s AGM
        on June 10, 2005


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





Not
      applicable




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





N.I.
      Cameron Inc.


Chartered
      Accountants


475
      Howe
      Street, Suite 303


Vancouver,
      British Columbia








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





Not
      applicable








8





**Item
      3. Key Information**


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




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


States
      (“U.S. GAAP”).







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








9






**Exchange
      Rates**




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





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





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




Month
                    EndedMonth
                
                September
                August
                July
                June
                May
                AprilYear
                
                2005
                2005
                2005
                2005
                2005
                2004StockPrice
                High
                    for Period
                1.1880
                1.2185
                1.2437
                1.2578
                1.2703
                1.2568StockPrice
                Low
                    for Period
                1.1607
                1.1888
                1.2048
                1.2256
                1.2373
                1.2146





Rate
      of
      Currency Exchange




As
        of
        September 30, 2005, the noon rate of exchange, as reported by the Federal
        Reserve Bank of New York for the conversion of United States dollars into
        Canadian dollars was CAD
        $1.1607 (US
        $1.00
        = CAD $1.1607).





**B.
      Capitalization and indebtedness.**




10





**LOANS
      PAYABLE**




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


The
        loans
        (CAD $151,800 - accepted by the TSX on October 19, 2004) are for a one year
        term, unsecured and non-interest bearing. The lenders have the right to convert
        their loans into units at a deemed value of CAD $0.30 per unit on the earlier
        of
        March 17, 2005 or the Company graduating to Tier-2 of the TSX Venture Exchange.
        Each unit consists of one common share of the Company and one non-transferable
        share purchase warrant entitling the holder to purchase an additional share
        of
        the Company at an exercise price of CAD $0.30 per share for a period of one
        year
        from the date of the loan. A finder’s fee of 46,750 shares valued at CAD $14,025
        is payable with respect to this transaction.
 
 As
        of
        December 31, 2004, CAD $16,265 of the loan was classified as contributed
        surplus
        to recognize the value of the conversion feature of the loans.
 
 The
          table
          details capitalization and indebtedness for the nine months ending September
          30,
          for the fiscal year 2005.
 **LOANS
          PAYABLE**
  **2005**
                
                
                **2004**Unsecured
                  loans payable, non-interest
                  bearing,****
                
                **$**
                **-**
                
                $
                -no
                  specified terms of repayment
                
                
                nil
                
                
                135,535$
                nil
                
                
                135,535
  
 **Financings**
 
 In
        2005,
        Rodinia initiated the following private placements, raising approximately
        CAD
        $4,932,500. The last of the three private placements was closed on January
        10,
        2006.
 
 We
        plan ** to
        use
        the proceeds of the financing for general exploration expenditures on the
        Company’s Workman Creek property in Gila County, Arizona and working
        capital.
 
 As
        at
        January 10, 2006, the Company was sufficiently funded to fulfill the terms
        of
        its option agreement with Cooper Minerals and complete its acquisition of
        100%
        of the Workman Creek property in Gila County, Arizona. (for details pertaining
        to Rodinia’s option agreement with Cooper Minerals see “Terms of Rodinia’s
        Option Agreement with Cooper Minerals **”** below **)**
  **1.
        Private Placement of 2,000,000 Units** **March
        9, 2005**
 
 On March 9,
        2005 ,
        Rodinia
        announced that the Company completed a private placement.  The Company
        received gross proceeds of CAD $1,300,000 on the private placement of 2,000,000
        units at a price of CAD $0.65 per unit through Haywood Securities Inc., the
        Agent.
 
 Each
        unit
        (a “Unit”) consists of one common share of the Company and one-half transferable
        common share purchase warrant, each full warrant entitling the purchase of
        one
        common share of the Company at a price of CAD $0.80 per share in the first
        year
        and CAD $0.90 per share in the second year.
 
 The
        Company paid a 7.5% fee by issuing 150,000 shares and non-transferable warrants
        to purchase up to 75,000 shares on the same terms as for the warrants included
        in the Units, and granted a non-transferable option to purchase up to 200,000
        Units at a price of CAD $0.65 per Unit. The Company also paid a corporate
        finance fee of 30,000 Units.
   11
 
 Funds
        from the placement will be used to accelerate the exploration program on
        the
        Workman Creek Uranium Property, commence exploration on other recently staked
        properties in Gila County, Arizona, and for general working capital
        purposes.
 
 In
          accordance with applicable Canadian securities laws, all securities issued
          in
          connection with the private placement were subject to a hold period that
          expired
          July 3, 2005.
 
 At
        the
        close of the above private placement, the Company also announced that, although
        the transaction (option agreement with Cooper Minerals) cannot close until
        the
        Company graduates to Tier 1 on the TSX Venture Exchange, the TSX Venture
        Exchange accepted for filing the previously announced transaction with Cooper
        Minerals Inc. in respect of the Workman Creek Uranium Project (see “Acquisition
        of Workman Creek Project” below).
  **2.
        Private Placement of 4,108,785 Units October 31, 2005** ****
 
 On
        October 31, 2005, Rodinia announced that it completed a previously announced
        private placement.  The Company received gross proceeds of CAD
        $3,040,500 on the private placement of 4,108,785 units at a price of CAD
        $0.74
        per unit, through Haywood Securities Inc. as Agent. Each unit (a “Unit”)
        consists of one share and one transferable warrant (a “Warrant”).
 
 Each
        Warrant entitles the purchase of one share at a price of CAD $1.10 for a
        period
        of twelve (12) months subject to the Company’s right to accelerate the expiry
        date of the warrants if, at any time after December 27, 2005, its shares
        close above CAD $1.50 per share for 30 consecutive trading days (the
“acceleration right”).
 
 The
        Company paid a 6% commission by issuing 246,527 shares and non-transferable
        warrants to purchase up to an additional 246,527 shares at a price of CAD
        $1.10
        for a period of twelve (12) months, subject to the acceleration right, and
        granted a non-transferable option to purchase up to 308,159 Units at a price
        of
        CAD $0.74 per Unit, each Unit consisting of one share and one non-transferable
        warrant entitling the purchase of one additional share on the same terms
        as for
        the Warrants included in the Units.  The Company also paid a corporate
        finance fee of 25,000 Units.
 
 Proceeds
        of the financing will be used for general exploration expenditures on the
        Company’s Workman Creek Uranium Property in Gila County, Arizona and working
        capital.
  In
          accordance with applicable Canadian securities laws, all securities issued
          in
          connection with the private placement are subject to a hold period, which
          expired on March 1, 2006.
  **3.
        Private Placement of 800,000 Units December 01, 2005**
 
 On
        December 01, 2005, the Company announced that it arranged a private placement
        consisting of 800,000 units at CAD $0.74 per unit. On January 10, 2006, the
        Company announced that it completed its previously announced private placement.
        The Company received gross proceeds of CAD $592,000 on the private placement
        of
        800,000 units (the “Units”) at a price of CAD $0.74 per unit. Each Unit consists
        of one common share and one whole transferable share purchase warrant entitling
        the holder to purchase one additional common share of the Company at a price
        of
        CAD $1.10 on or before January 3, 2007, subject to the Company’s right to
        accelerate the expiry date of the warrants if at any time after March 4,
        2006
        its shares close above CAD $1.50 per share for 30 consecutive trading days.
 
 12
 Proceeds
        of the financing will be used for general exploration expenditures on the
        Company’s Workman Creek Uranium Property in Gila County, Arizona and for general
        working capital.
 
 In
        accordance with the policies of the TSX Venture Exchange a commission applied
        to
        this transaction. The Company paid a commission of 70,135 Units.
 
 All
        of
        the Company’s completed private placements took place in Canada and were subject
        to regulatory acceptance by the TSX Venture Exchange.
 
 **C.
        Reasons for the offer and use of proceeds.**
 
 Not
        Applicable
 
 **D.
        Risk factors.**
 
 **Overview:
        General Considerations**
 
 Rodinia
        Minerals, Inc. is engaged in exploration activity for uranium. The exploration
        and development of mineral deposits involves significant financial and other
        risks over an extended period of time, which the combination of careful
        evaluation, experience and knowledge may not eliminate. While discovery of
        a
        uranium deposit may result in substantial rewards, few properties which are
        explored are ultimately developed into producing mines. Major expenses are
        required to establish reserves by drilling and to construct mining and
        processing facilities at a site. The Company's exploration properties are
        all at
        the exploration stage and do not contain any reserves at this time. It is
        impossible to ensure that the current or proposed exploration programs on
        properties in which the Company has an interest will result in the delineation
        of mineral deposits or in profitable commercial mining operations.
 
 The
        operations of the Company are subject to the hazards and risks normally incident
        to exploration, development and production of uranium, any of which could
        result
        in damage to life or property, environmental damage and possible legal liability
        for such damage. While the Company may obtain insurance against certain risks,
        the nature of these risks is such that liabilities could exceed policy limits
        or
        could be excluded from coverage. There are also risks against which the Company
        cannot insure or against which it may elect not to insure. The potential
        costs
        which could be associated with any liabilities not covered by insurance,
        or in
        excess of insurance coverage, or compliance with applicable laws and regulations
        may cause substantial delays and require significant capital outlays, adversely
        affecting the future earnings and competitive position of the Company and,
        potentially, its financial viability.
 
 Minerals
        exploration and development is an inherently risky enterprise. The
        success of Rodinia is critically dependent upon finding mineralized
        material. Although
        the exploration work at Workman Creek conducted by Wyoming Mineral Corporation
        is encouraging, it is possible that the Company’s own exploration program will
        fail to locate sufficient resources to warrant further exploration.
 
 If
        we
        don't find mineralized material or we cannot remove mineralized material,
        either
        because we do not have the money to do it or because it is not economically
        feasible to do it, we will cease operations and you will lose your
        investment.  Mineralized material or deposit is a mineralized body which
        has been delineated by appropriate drilling and/or underground sampling to
        support a sufficient tonnage and average grade of metal(s).  Under SEC
        standards, such a deposit does not qualify as a reserve until a comprehensive
        evaluation, based upon unit cost, tonnage, grade, price, recoveries costs
        and
        other factors, concludes economic feasibility.
  
 13
  In
        addition, the economic viability of the project depends to a large extent
        on the
        continued strength of uranium prices. Uranium prices have historically been
        highly volatile and there can be no assurance that prices will be high enough
        to
        support the implementation of further development plans.
 
 Whether
        a
        uranium deposit will be commercially viable depends on a number of factors,
        some
        of which are: the particular attributes of the deposit, such as its size
        and
        grade; costs and efficiency of the recovery methods that can be employed;
        proximity to infrastructure; financing costs; and governmental regulations,
        including regulations relating to prices, taxes, royalties, infrastructure,
        land
        use, importing and exporting of gold and environmental protection. The effect
        of
        these factors cannot be accurately predicted, but the combination of these
        factors may result in the Company not receiving an adequate return on its
        invested capital.
 
 THE
        COMPANY HAS NEVER EARNED A PROFIT. THERE IS NO GUARANTEE THAT WE WILL EVER
        EARN
        A PROFIT.
 
 At
        December 31, 2004, the fiscal year end, the Company had accumulated CAD
        $13,271,386 in losses and had no revenue-producing operations. For the nine
        months ending September 30, 2005, the Company had accumulated $13,899,612
        in
        losses and had no revenue-producing operations. The Company is not currently
        operating profitably and it should be anticipated that it will operate at
        a loss
        at least until such time when the production stage is achieved, if production
        is, in fact, ever achieved.
 The
          paragraph below discusses the Company’s financial position following the
          completion of private placements in 2005 and in January of 2006.
 
 We
        have
        sufficient capital on hand to finance our operations (approximately CAD
        $5,000,000 - see “Recently Completed Financings” below), including our planned
        exploration program, for the coming eighteen months.
 
 Our
        limited capital resources raise substantial doubt over **** the **** long-term
        (beyond the next eighteen months) about our ability to continue as a going
        concern, in the event that we fail to raise additional capital to finance
        our
        ongoing operations, project acquisitions and exploration programs.
 
 **Additional
        Risks**
 
 WE
        MAY
        RAISE ADDITIONAL CAPITAL AND, THEREBY, FURTHER DILUTE THE TOTAL NUMBER OF
        SHARES
        ISSUED AND OUTSTANDING.
 
 In
        the
        event that we initiate additional exploration work beyond that which the
        Company
        has planned for the Workman
        Creek project (additional phases beyond Phase 1 and Phase 2) , we may
        need
        to raise additional capital by issuing additional shares of common stock,
        thereby increasing the number of common shares outstanding. There can be
        no
        assurance that this additional capital will be available to meet these
        continuing exploration and development costs or, if the capital is available,
        that it will be available on terms acceptable to the Company. The issuances
        of
        additional equity securities by the Company may result in a significant dilution
        in the equity interests of its current shareholders. If the Company is unable
        to
        obtain financing in the amounts and on terms deemed acceptable, the business
        and
        future success of the Company will almost certainly be adversely
        affected.
 
 To
        raise
        additional capital we may have to issue additional shares, which may
        substantially dilute the interests of existing shareholders. Alternatively,
        we
        may have to borrow large sums, and assume debt obligations that require us
        to
        make substantial interest and capital payments. If we are able to raise
        additional capital, we cannot assure that it will be on terms that enhance
        the
        value of our common shares.
   14
  After Rodinia
        graduates from its current listing on Tier 2 of the TSX Venture Exchange
        to a
        Tier 1 listing on the Exchange, the Company is required to make a further
        payment of 2.5 million shares and 1.5 million warrants. The strike price
        of the
        warrants will also be set when payment is made. The 2.5 million shares and
        the
        warrants will increase the Company’s outstanding capital by as much as 4 million
        shares in total, pending the date or dates of execution for the warrants,
        and
        whether all of the warrants are executed.
 
 OUR
        STOCK
        OPTION PLAN MAY FURTHER DILUTE THE TOTAL NUMBER OF SHARES ISSUED AND
        OUTSTANDING.
 
 A
        Stock
        Option Plan, which was approved by the Company’s shareholders at the Annual
        General Meeting on July 29, 2003, may have the material effect of diluting
        the
        interests of Stockholders. The Company has in place a stock option plan for
        the
        purpose of attracting and motivating directors, officers, employees and
        consultants of the Company and advancing the interests of the Company by
        affording such persons with the opportunity to acquire an equity interest
        in the
        Company through rights granted under the plan to purchase shares of the Company.
        The Company implemented a rolling stock option plan whereby a maximum of
        10% of
        the issued shares are reserved for issuance under the plan. The Plan authorizes
        the granting of options to purchase shares of the Company’s common stock at an
        option price equal to or greater than the closing price of the shares on
        the day
        preceding the award date. The options generally partially vest with the
        recipient at the time of granting, and have a maximum term of 5 years. As
        at
        December 31, 2004, all options were fully vested. At
        Rodinia’s annual general meeting in June, 2005, shareholders approved a new plan
        which provides for a fixed 20% of the Company’s issued and outstanding share
        capital to be set aside for incentive stock options. The new plan is subject
        to
        TSX acceptance. Our stock option plan could have the effect of diluting the
        number of shares issued, and stockholder interests, by as much as 10% of
        the
        total issued and outstanding shares when and if stock options are
        exercised.
 
 WE
        ARE
        SENSITIVE TO URANIUM PRICE FLUCTUATIONS. THE PRICE OF URANIUM IS VOLATILE
        AND
        PRICE CHANGES ARE BEYOND OUR CONTROL.
 
 Uranium
        prices are subject to fluctuation. The prices for uranium have been and will
        continue to be affected by numerous factors beyond the Company's control.
        Factors that affect the price of uranium include the demand for nuclear power,
        political and economic conditions in uranium producing and consuming countries,
        uranium supply from secondary sources and uranium production levels and costs
        of
        production. Price volatility and downward price pressure, which can lead
        to
        lower prices for uranium, could have a material adverse effect on the costs
        or
        the viability of our projects.
 
 THE
        IMPRECISION OF MINERAL DEPOSIT ESTIMATES MAY PROVE ANY RESOURCE CALCULATIONS
        THAT WE MAKE TO BE UNRELIABLE.
 
 Mineral
        deposit estimates and related databases are expressions of judgment based
        on
        knowledge, mining experience, and analysis of drilling results and industry
        practices. Valid estimates made at a given time may significantly change
        when
        new information becomes available. By their nature, mineral deposit estimates
        are imprecise and depend upon statistical inferences which may ultimately
        prove
        unreliable. Furthermore, none of the Company's mineral deposits are considered
        reserves, and there can be no assurances that any of such deposits will ever
        be
        reclassified as reserves. Mineral deposit estimates included here have not
        been
        adjusted in consideration of these risks and, therefore, no assurances can
        be
        given that any mineral deposit estimate will ultimately be reclassified as
        reserves.
    15
  MINERAL
        EXPLORATION AND PROSPECTING FOR URANIUM IS HIGHLY COMPETITIVE AND
        SPECULATIVE.
 
 The
        process of mineral exploration and prospecting for uranium is a highly
        competitive and speculative business. In seeking available opportunities,
        the
        Company will compete with a number of other companies, including established,
        multi-national companies that have more experience and resources than the
        Company. We compete with other exploration companies looking for uranium
        deposits. Because we may not have the financial and managerial resources to
        compete with other companies, we may not be successful in our efforts to
        acquire
        new projects. However, while we compete with other exploration companies,
        there
        is no competition for the exploration or removal of mineral from our
        claims.
 
 THERE
        IS
        A HIGHER RISK OUR BUSINESS WILL FAIL BECAUSE SOME MEMBERS OF OUR MANAGEMENT
        TEAM
        DO NOT HAVE FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF MINERAL
        EXPLORATION.
  Mr.
            Don
            Morrison, our President and a Director of the Company, 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.
            It is
            possible that some decisions and choices enacted by these key members
            of our
            management team may not take into account standard engineering or managerial
            approaches, which mineral exploration companies commonly use. Consequently,
            our
            operations, earnings, and ultimate financial success could suffer irreparable
            harm due.
 
 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.
 WE
        HAVE A
        LIMITED OPERATING HISTORY.
 
 The
        Company has a limited history of operations. As a result of our brief operating
        history and limited activities in uranium exploration activities, our success
        to
        date in entering into ventures to acquire interests in exploration blocks
        may
        not be indicative that we will be successful in entering into any further
        ventures. There can be no assurance that we will be successful in growing
        our
        uranium exploration and development activities. Any future significant growth
        in
        our uranium exploration and development activities will place demands on
        our
        executive officers, and any increased scope of our operations will present
        challenges to us due to our current limited management resources. Our future
        performance will depend upon our management and their ability to locate and
        negotiate opportunities to participate in joint venture and other arrangements
        whereby we can participate in exploration opportunities. There can be no
        assurance that we will be successful in these efforts. Our inability to locate
        additional opportunities, to hire additional management and other personnel
        or
        to enhance our management systems could have a material adverse effect on
        our
        results of operations. There can be no assurance that the Company's operations
        will be profitable.
  WE
            ARE
            DEPENDENT ON KEY PERSONNEL. 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.
   16
  Uranium
        mining is regulated by the federal government, states and, where conducted
        in
        Indian Country, by Indian tribes. Compliance with such regulation has a material
        effect on the economics of our operations and the timing of project development.
        Our primary regulatory costs have been related to obtaining licenses and
        permits
        from federal and state agencies before the commencement of mining activities. An
        environmental impact study that must be obtained on each property in order
        to
        obtain governmental approval to mine on the properties is also a part of
        the
        overall operating costs of a mining company.
 
 Although
        the Company believes that its operations are in compliance, in all material
        respects, with all relevant permits, licenses and regulations involving worker
        health and safety as well as the environment, the historical trend toward
        stricter environmental regulation may continue. The uranium industry is subject
        not only to the worker health and safety and environmental risks associated
        with
        all mining businesses, but also to additional risks uniquely associated with
        uranium mining and milling. The possibility of more stringent regulations
        exists
        in the areas of worker health and safety, the disposition of wastes, the
        decommissioning and reclamation of mining and milling sites, and other
        environmental matters, each of which could have a material adverse effect
        on the
        costs or the viability of a particular project.
 
 MINING
        AND EXPLORATION ACTIVITIES ARE SUBJECT TO EXTENSIVE REGULATION BY STATE AND
        FEDERAL GOVERNMENTS. FUTURE CHANGES IN GOVERNMENTS, REGULATIONS AND POLICIES,
        COULD MATERIALLY ADVERSELY AFFECT THE COMPANY'S RESULTS OF OPERATIONS IN
        A
        PARTICULAR PERIOD OR ITS LONG-TERM BUSINESS PROSPECTS.
 
 Mining
        and exploration activities, particularly uranium mining and milling in the
        United States, are subject to extensive regulation by state and federal
        governments. Such regulation relates to production, development, exploration,
        exports, taxes and royalties, labor standards, occupational health, waste
        disposal, protection and remediation of the environment, mine and mill
        reclamation, mine and mill safety, toxic substances and other matters.
        Compliance with such laws and regulations has increased the costs of exploring,
        drilling, developing, constructing, operating mines and other facilities.
        Furthermore, future changes in governments, regulations and policies, could
        materially adversely affect the Company's results of operations in a particular
        period or its long-term business prospects.
 
 Worldwide
        demand for uranium is directly tied to the demand for energy produced by
        the
        nuclear electric industry, which is also subject to extensive government
        regulation and policies. The development of mines and related facilities
        is
        contingent upon governmental approvals which are complex and time consuming
        to
        obtain and which, depending upon the location of the project, involve various
        governmental agencies. The duration and success of such approvals are subject
        to
        many variables outside the Company's control. In addition, the international
        marketing of uranium is subject to governmental policies and certain trade
        restrictions, such as those imposed by the suspension agreements entered
        into by
        the United States with certain republics of the former CIS and the agreement
        between the United States and Russia related to the supply of Russian Highly
        Enriched Uranium ("HEU") into the United States.
 
 WE
        FACE APOSSIBILITYOF
        CURRENCY/EXCHANGE RATE RISK.
 
 The
        Company anticipates most of the revenue to be earned in U.S. dollars; however,
        some costs are expected to be incurred and paid in Canadian dollars.
 Exchange rate fluctuations could have an adverse effect on the Company’s
        financial position.
 
 OUR
        SHARES QUALIFY AS PENNY STOCKS AND, AS SUCH, ARE SUBJECT TO THE RISKS ASSOCIATED
        WITH “PENNY STOCKS”.
   17
 
 The
        Company’s common shares may be deemed to be “penny stock” as that term is
        defined in *Regulation* Section
“240.3a51-1” of the Securities and Exchange Commission (the “ *SEC* ”).
         Penny stocks are stocks: (a) with a price of less than U.S. $5.00 per
        share; (b) that are not traded on a “recognized” national exchange; (c) whose
        prices are not quoted on the NASDAQ automated quotation system (NASDAQ -
        where
        listed stocks must still meet requirement (a) above); or (d) in issuers with
        net
        tangible assets of less than U.S. $2,000,000 (if the issuer has been in
        continuous operation for at least three years) or U.S. $5,000,000 (if in
        continuous operation for less than three years), or with average revenues
        of
        less than U.S. $6,000,000 for the last three years.
 
 Section
        “15(g)” of the United States *Securities
        Exchange Act of 1934* ,
        as
        amended, and *Regulation* Section
“240.15g(c)2” of the SEC require broker dealers dealing in penny stocks to
        provide potential investors with a document disclosing the risks of penny
        stocks
        and to obtain a manually signed and dated written receipt of the document
        before
        effecting any transaction in a penny stock for the investor’s account.
 Potential investors in the Company’s common shares are urged to obtain and
        read such disclosure carefully before purchasing any common shares that are
        deemed to be “penny stock”.
 
 Moreover, *Regulation* Section
“240.15g-9” of the SEC requires broker dealers in penny stocks to approve the
        account of any investor for transactions in such stocks before selling any
        penny
        stock to that investor.  This procedure requires the broker dealer to: (a)
        obtain from the investor information concerning his or her financial situation,
        investment experience and investment objectives; (b) reasonably determine,
        based
        on that information, that transactions in penny stocks are suitable for the
        investor and that the investor has sufficient knowledge and experience as
        to be
        reasonably capable of evaluating the risks of penny stock transactions; (c)
        provide the investor with a written statement setting forth the basis on
        which
        the broker dealer made the determination in (ii) above; and (d) receive a
        signed
        and dated copy of such statement from the investor confirming that it accurately
        reflects the investor’s financial situation, investment experience and
        investment objectives.  Compliance with these requirements may make it more
        difficult for investors in the Company’s common shares to resell their common
        shares to third parties or to otherwise dispose of them.
 
 **Item
        4. Information on the Company**
 
 **Incorporation**
 
 Rodinia
        Minerals, Inc. (the “ *Company* ”)
        was
        incorporated on April 14, 1986, under the laws of the Province of British
        Columbia under the name “ *Western
        Premium Resource Corp.* ”
 
 On
        June
        13, 1997, the Company changed its name to “ *Zodiac
        Exploration Corp.* ”
 
 On
        December 17, 1998, the Company changed its name to “ *Donnybrook
        Resources, Inc.* ”
 
 On
        August
        12, 2003, the Company consolidated its shares on a 5 old shares to 1 new
        share
        basis.
 
 The
        Company’s wholly-owned subsidiary Donnybrook Platinum Resources Inc. was
        incorporated in the State of Wyoming, U.S.A. on December 15, 1999.
 
 **Corporate
        Information**
 
 The
        Company’s business address and executive offices are located at Suite 600 - 580
        Hornby Street Vancouver, BC V6C 3B6.
   18
 The
        Company’s telephone number is 604 518-8294 and the Company’s fax number is 604
        688-9611.
 
 The
        Company’s registered office for service in Canada is located at Suite 600 - 580
        Hornby Street Vancouver, BC V6C 3B6.
 
 **B.
        Business Overview** ******
 
 Rodinia
        Minerals Inc. (“Rodinia”, the “Company”) is a Canadian junior exploration
        company incorporated in British Columbia. The Company is currently listed
        on
        Tier 2 of the TSX Venture Exchange (TSX-V) under the symbol “RM”. Rodinia
        focuses on the exploration and development of uranium properties. Rodinia’s
        primary exploration target, the Workman Creek Project in Gila County, Arizona,
        was acquired on December 31, 2004.
 
 Rodinia
            is sufficiently funded to complete its planned exploration program at
            Workman
            Creek over the coming eighteen months (Phase 1, now complete; and, Phase
            2,
            currently underway). The Company had CAD $310,650 in cash on its balance
            sheet
            as of September 30, 2004. This cash position was augmented by the completion
            of
            a CAD $ 1,300,000 private placement that we announced on March 9, 2005.
            On
            October 31, 2005, we completed a separate and subsequent private placement,
            receiving gross proceeds of CAD $3,040,500 on the private placement of
            4,108,785
            units at a price of CAD $0.74 per unit. On January 10, 2006, the Company
            completed a financing for gross proceeds of CAD $592,000 on the private
            placement of 800,000 units (the “Units”) at a price of CAD $0.74 per unit. Now
            holding CAD $ 4,540,000 (as at March 22, 2005), management is confident
            that the
            Company has sufficient capital (cash on hand) to finance the exploration
            program
            at Workman Creek.
 
 **Past
        Projects and Operations**
  By
        agreement dated December 15, 1999 and subsequently amended, the Company acquired
        a 100% interest in the North Rock Property that consisted of 6 mineral claims
        located in the Kenora Mining District, Province of Ontario and 14 mineral
        claims
        located in the State of Wyoming, United States of America.
 
 **Disposition
        of North Rock Property and Wyoming Property**
 
 On
          May
          14, 2002, the Company entered into an agreement to sell the three properties
          in
          Wyoming, USA and will retain a 1% N.S.R. The Company received CAD $65,091
          (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.
 
 19
 The
        following table details the acquisition and exploration costs for the Company‘s
        North Rock, Ontario, and Wyoming properties, which it sold and/or wrote off
        in
        the 2002 fiscal year.
 
 **Exploration
                  expenditures**
              
              
              **2002**North
                  Rock PropertyAcquisition
                  costs
              
              
              875,000.00Geological
              
              
              23,390.00Field
                  work
              
              
              4,770.00Travel
                  & others
              
              
              1,848.00Staking
              
              
              18,400.00Recovery
                  of costs
              
              
              (6,391.00
              )Write
                  down of resource property
              
              
              (917,017.00
              )Wyoming
                  PropertyAcquisition
                  costs
              
              
              625,000.00Claims
                  registration and staking
              
              
              60,660.00Geological
              
              
              24,374.00Travel
              
              
              4,620.00Equipment
                  rental & surveying
              
              
              2,550.00Miscellaneous
              
              
              5,277.00Supplies
              
              
              1,368.00Recovery
                  of acquisition costs
              
              
              (190,091.00
              )Write
                  down of resource property
              
              
              (533,758.00
              )
 
 **Overview
        of Current Operations:**  **Workman
        Creek Project**
 
 On
        November 5, 2004, the Company entered into an option agreement to acquire
        a
        mineral property in Arizona. The Letter of Intent with Cooper Minerals, Inc.
        (“Cooper”) outlined a formal option agreement to provide for the acquisition by
        Rodinia, through its wholly owned subsidiary, Donnybrook Platinum Resources
        Inc,
        a Wyoming corporation (“DPRI), of a 100% interest in the Workman Creek Property
        subject to a 3% Net Smelter Return royalty.
 
 The
        Workman Creek Property consists of 33 un-patented lode claims that cover
        the two
        contiguous claim areas known as Workman North (17 claims) and Workman South
        (16
        claims), which comprise the area that the Company generally refers to as
        the
“Workman Creek property” or the “Workman Creek project”.
   
  
 The
        Workman Creek Project is part of the larger Dripping Spring uranium deposit,
        which was discovered in 1950 and was heavily worked until the early 1980s,
        when
        collapsing uranium prices made production in the area economically unfeasible.
        From a geological perspective, the Workman North and Workman South deposits
        appear to be parts of the same deposit, which was eroded down the
        center.
   20
 
 As
        part
        of the Option Agreement, Rodinia also acquires a database compiled by
        Westinghouse Electric Corporation (“Westinghouse”) on the Dripping Springs
        geological uranium bearing unit (an area that hosts a geological formation
        that
        is recognized as potentially uranium bearing), in Gila County, Arizona. The
        database, which was compiled from Wyoming Mineral’s work at Workman Creek in the
        late 1970’s, included information from 432 holes that Wyoming minerals had
        drilled, geological mapping, geochemistry, metallurgical testing, a mining
        plan,
        and a feasibility report completed by Dravos Engineers and Contractors
        (“Dravos”) that was commissioned by Cooper for a total estimated cost of US $10
        million at that time. (See “Exploration History at Workman
        Creek” below for greater detail)
 
 **Terms
        of Rodinia’s Option Agreement with Cooper Minerals**
  On
        November 5, 2004, Rodinia entered into an Option Agreement with Cooper Minerals
        Inc. (“Cooper”), a Nevada based company, to acquire a 100% right, title and
        interest in, subject to a 3% Net Smelter Return royalty, 33 unpatented mining
        claims in the Workman Creek property located in Gila County, Arizona, held
        by
        Cooper Minerals Inc. (see Exhibit 6 for an example of Rodinia’s Option Agreement
        with Cooper Minerals Inc.)
 
 To
            successfully meet the terms of the option agreement with Cooper, Rodinia
            must
            satisfy, or has satisfied (completed), the following requirements:
 (1)
              the
                  Company graduates from its current Tier 2 listing to a Tier 1 listing
                  on
                  the TSX Venture Exchange
 
 (2)
                the
                    Companypays
                    USD $135,000 upfront(completed)
 
 (3)
                the
                    Company expends USD $2,000,000 on exploration over 4 years(CAD
                    $2,406,000 at the time the option was agreed upon by both
                    parties);
                    the Company issues 2.5 million of its shares and issues 1.5 million
                    non-transferable share purchase warrants entitling the purchase
                    of up to
                    1.5 million of its shares for five years.(The strike price of the warrants will be set when Rodinia graduates
                    to a
                    Tier 1 listing. Note:Although the Company was required to pay USD $135,000 up front,
                    further
                    payment of 2.5 million shares and 1.5 million warrants is not
                    required
                    until Rodinia graduates from its current listing on the Tier
                    2 of the TSX
                    Venture Exchange to the Tier 1 of the TSX Venture Exchange, at
                    which time
                    the strike price of the warrants will be set.)
 
 (4)
                Completion
                    of the acquisition of the claims from Cooper will occur when
                    requirement
                    #3, as outlined above, is satisfied. Once issued, the warrants
                    will be
                    exercisable at a price equal to the greater of (1) $0.01 in excess
                    of the
                    closing price of the Company’s shares on the TSX Venture Exchange on the
                    day prior to the announcement of the acquisition of the claims
                    from Cooper
                    and (2) the price of any financing completed by the Company concurrent
                    with the completion of the acquisition of the claims from
                    Cooper.
 
 A
        Finder’s Fee of 227,000 shares was paid, which was within the maximum amount
        permitted under the policies of the TSX Venture Exchange.
  **Overview:
        TSX-V** **Listing
        Requirements for a** **Mining
        Issuer - Tier 2 & Tier 1**
  The
            TSX
            Venture Exchange offers companies a listing system that consists of Tier
            2 and
            Tier 1 listed categories. Each tier has specific minimum listing requirements
            based on a company’s performance, resources and stage of development. Each tier
            establishes financial, operations and management criteria (corporate
            governance
            structures) for companies that operate within different industry
            sectors.
  
 21
 Tier
        2 is for
        early-stage companies. This segment of the venture market includes companies
        from all industry sectors. Most TSX Venture Exchange listed companies are
        Tier 2
        companies.
  A
        mining
        Issuer seeking a listing in Tier 2 must satisfy all of the criteria below
        (criterion that Rodinia has satisfied):
   (a)
                hold a Significant Interest in a Qualifying
                  Property or,
                  at the discretion of the Exchange, hold rights to earn a Significant
                  Interest in the Qualifying Property. An Issuer holding less than
                  a
                  Significant Interest in a Qualifying Property, may, on an exception
                  basis,
                  be considered to satisfy this criterion, taking into account factors
                  such
                  as the program size, quality and stage of property advancement,
                  market
                  support and joint venture partners;
 
 (b)
                  a minimum of $100,000 in exploration and development
                    costs have been spent on the Qualifying Property by the applicant
                    Issuer
                    in the last 3 years or sufficient expenditures incurred, such
                    that the
                    Qualifying Property is a Tier 1
                    Property;
 
 (c)
                  a
                    Geological Report recommending a minimum of $200,000
                    non-contingent work program on the Qualifying Property; and
 
 (d)
                adequate Working Capital which includes adequate
                  funds:
  (i)
                to conduct the recommended work
                  program;(ii)
                to
                    satisfy general and administrative expenses for
                    at least 12 months;(iii)
                to maintain the Qualifying Property
                  and all
                  Principal Properties in good standing for at least 12 months;
                  and(iv)
                at least $100,000 in unallocated
                  funds.
 
  The
        following tables summarize the Tier 2 Minimum Listing Requirements:
 
 **Tier
                  2 Minimum Listing Requirements Mining Issuers**
                
                **(as
                  at September 28, 2005)****Minimum
                  Listing Requirements**
              **Mining
                  Issuers****Net
                  Tangible Assets**
              No
                  requirement**Property
                  or Reserves**
              Significant
                  Interest in a Qualifying Property or at the discretion of the Exchange,
                  hold rights to earn a Significant Interest in the Qualifying Property**Prior
                  Expenditures**
              $100,000
                  on the Qualifying Property in last 3 years by applicant issuer
                  or
                  sufficient expenditures incurred such that the property is a Tier
                  1
                  Property**Recommended
                  Work Program**
              $200,000
                  on the Qualifying Property as recommended by Geological Report**Working
                  Capital and Financial Resources**
              Adequate
                  Working Capital and Financial Resources including: Work program
                  + 12 mos.
                  G&A(1)+
                  12 mos. property payments to keep Qualifying Property and “Principal
                  Properties” in good standing +$100,000 unallocated**Earnings
                  or Revenue**
              No
                  requirement**Distribution,
                  Market Capitalization and Float**
              500,000
                  public free trading shares
                
                $500,000
                  held by Public Shareholders
                
                200
                  Public Shareholders with a Board Lot and no Resale Restrictions
                
                10%
                  Public Float
                
                20%
                  of issued and outstanding shares in the hands of Public
                  Shareholder**Other
                  Criteria**
              Geological
                  Report recommending completion of work program
                
                Sponsor
                  Report may be required
 
  
 22
 **Rodinia
        Attains a Tier 2 listing on the TSX Venture Exchange**
 
 Rodinia
        has fulfilled all of the requirements for Tier 2 status listed above and
        has, at
        present, a Tier 2 listing on the TSX-V.
  We **** graduated
          to Tier 2 after earning the TSX-Venture Exchange’s approval following the
          Company’s reactivation application for its Workman Creek Uranium Property in
          Gila County, Arizona. Following the transition from the NEX to the TSX
          Venture
          Exchange, the trading symbol for the Company changed from RM.H to RM. (To
          clarify, the NEX is a trading forum for listed companies that have fallen
          below
          the TSX Venture Exchange's ongoing listing standards.)
 
 Subsequent
            to signing the Letter of Intent with Cooper Minerals, we completed a
            private
            placement for CAD $1,300,000 (announced November 24, 2004 and completed
            March
            09, 2005) securing Rodinia’s graduation to a Tier 2 listing on the TSX-V. (For
            details of the CAD $1.3 million private placement see “ ***Recently
            Completed Financing*** **”** above.)
 Tier
        1
        status and the criteria Rodinia must meet to obtain Tier 1 status:
 
 At
        present, we are a Tier 2 TSX-V listed Company. We are currently working to
        obtain a Tier 1 TSX-V listing.
  Tier
        1 is for
        senior companies with the most significant resources. Tier 1 issuers have
        fewer
        filing requirements. Tier
        1 is
        the TSX Venture Exchange’s premier tier and is reserved for the Exchange’s most
        advanced Issuers with the most significant financial resources. Companies
        may apply to move from Tier 2 to Tier 1 once they meet Tier 1 minimum listing
        requirements (See “ Minimum
        Listing Requirements for a Mining
        Issuer for Tier 1” below )
        .
        Conversely, Tier 1 companies will be moved to Tier 2 if they can't maintain
        Tier
        1 requirements.
  All
        Tier
        2 and Tier 1 companies must:
  ·
              meet
                  TSX Venture Exchange listing requirements, including requirements
                  relating
                  to directors, officers and a corporate governance structures
  ·
              be
                  sponsored by a TSX Venture member firm
  ·
              submit
                  all necessary agreements and
                  documentation
   23
  **Minimum
        Listing Requirements** **for a** **Mining
        Issuer for Tier 1**
  A
        mining
        Issuer seeking a listing in Tier 1 must satisfy all of the criteria below:
   (a)
                Net Tangible Assets of at least
                  $2,000,000
 
 (b)
                a material interest in a Tier 1
                  Property;
 
 (c)
                the property is subject
                  to:
 (i)
              a Geological Report recommending a
                minimum
                $500,000 work program on the Tier 1 Property;(ii)
              a positive feasibility study prepared
                by an
                independent qualified person; or(iii)
              production levels indicate a reasonable
                likelihood of generating positive cash flow from ongoing operations;
                and
  (d)
              adequate Working Capital and Financial Resources
                which
                includes adequate funds:
 (i)
              to conduct the recommended work
                program;(ii)
              to satisfy general and administrative
                expenses for at least 18 months;(iii)
              to maintain the Tier 1 Property and
                all
                Principal Properties in good standing for at least 18 months (available
                funds will be spent in the next 18 months);
                and(iv)
              at least $100,000 in unallocated
                funds;
  **The
        following tables summarize Tier 1 Minimum Listing
        Requirements:**
 
 **Tier
                  1 Minimum Listing Requirements Mining Issuers**
                **(as
                  at September 28, 2005)****Net
                  Tangible Assets**
              $2,000,000**Property
                  or Reserves**
              Material
                  Interest in a Tier 1 Property**Prior
                  Expenditures**
              No
                  requirement**Recommended
                  Work Program**
              $500,000
                  on the Tier 1 Property (as recommended by Geological Report)**Working
                  Capital and Financial Resources**
              Adequate
                  for: Work program + 18 mos. G&A(1)+
                  18 mos. property payments to keep Tier 1 Property and Exploration
                  “Principal Properties” in good standing +$100,000
                  unallocated**Earnings
                  or Revenue**
              No
                  requirement**Distribution,
                  Market Capitalization and Float**
              $1,000,000
                  held by Public Shareholders
                
                1,000,000
                  free trading public shares
                
                200
                  Public Shareholders with a Board Lot and no Resale Restrictions
                
                10%
                  Public Float
                
                20%
                  of issued and outstanding shares in the hands of Public Shareholders**Other
                  Criteria**
              Geological
                  Report recommending completion of work program or positive feasibility
                  study or production levels exhibiting a likelihood of positive
                  cash flow
                
                Sponsor
                  Report may be required
 
 With
        reference to the above tables outlining Tier 2 and Tier 1 listing
        requirements:
 
 (1)
        “G&A” means general and administrative expenses. (2) “principal properties”
means any other properties of the Issuer in respect of which 20% or more
        of the
        available funds will be spent in the next 18 months (3) “advanced exploration
        property” refers to one on which a zone of mineralization has been demonstrated
        in three dimensions with reasonable continuity indicated. The mineralization
        identified has economically interesting grades. (4) A company must hold or
        have
        the right to earn and maintain a 50% interest in the qualifying property.
        Companies holding less than a 50% interest, will be considered on a case-by-case
        basis looking at program size, stage of advancement of the property and
        strategic alliances. (5) “Tier I Property” means a property that has substantial
        geological merit and is: (i) a property in which the Issuer holds a material
        interest and; (ii) a property on which previous exploration, including detailed
        surface geological, geophysical and/or geochemical surveying and at least
        an
        initial phase of drilling or other detailed sampling (such as trench or
        underground opening sampling), has been completed and; (iii) an independent
        Geological Report recommends a minimum $500,000 Phase 1 drilling (or other
        form
        of detailed sampling) program based on the merits of previous exploration
        results; or an independent, positive, feasibility study demonstrates that
        the
        property is capable of generating positive cash flow from ongoing
        operations.
   24
  **Status
        of Rodinia’s Compliance with Tier 1 Listing Requirements**
  At
            present, we
            are anticipating
            the completion of a resource re-classification ( *NI
            #43-101 compliant)* which
            is
            required to be compliant with Tier 1 criteria. The resource re-classification
            is
            not yet complete, but we anticipate that it will be completed in May
            2006. Once
            the resource re-classification has been completed, we can apply for Tier
            1
            status.
 T o
        complete our 100% acquisition of the Workman Creek property, as outlined
        in its
        option agreement with Cooper Minerals, we must
        gain Tier 1 listing status on the TSX-V .
        To
        reiterate, when we gain a Tier 1 listing, we are obligated to issue 1.5
        million non-transferable share purchase warrants that entitle the purchase
        of up
        to 1.5 million of our Company’s shares for five years. With the issue of the 1.5
        million warrants, we will fulfill the option agreement. (In other words,
        we must
        obtain a Tier 1 listing to be able to issue the 5 year warrants -- a requirement
        of the option agreement -- to successfully complete our 100%
        acquisition of the Workman Creek property.)
   For
        further information on TSX-V policies and guidelines see:
  ·
              www.tsx.com/en/aboutUs/CADx/
  ·
              www.tsx.com/en/pdf/TSXandTSXVenture_MiningListingRequirements.pdf
  **Resource
        Properties Expeditures At Workman Creek up to September 30,
        2005**
 **(All
        figures are in Canadian dollars):**
  
 30
                  - Sept
              
              31
                  - Dec2005
              
              2004Cooper
                  Property (Workman Creek Project $CAD)Property
                acquisition
              
              $
              85,000
              
              $
              -Property
                deposit
              
              
              41,162
              
              
              42,500Advanced
                Royalty
              
              
              30,283
              
              
              -Assays
              
              
              5,134
              
              
              -Claims
              
              
              68,978
              
              
              39,334Consulting
              
              
              212,494
              
              
              56,705Equipment
                rental
              
              
              77,048
              
              
              34,398Field
                expenses
              
              
              60,712
              
              
              1,263General
                and administration
              
              
              69,665
              
              
              16,625Reports
                and maps
              
              
              12,712
              
              
              12,712Site
                visits
              
              
              15,824
              
              
              6,088Staking
                program
              
              
              164,656
              
              
              164,656Total
                Resource Properties
              
              $
              843,668
              
              $
              374,281
 
 
 25
 During
            this quarter, the Company also advanced $92,613 to stake 209 claims in
            the
            Mormon Lake (Utah) area.
 **Exploration
        History at**  **Workman
        Creek**
 
 In
        1955
        the United States Atomic Energy Commission conducted an airborne radiometric
        survey over Gila County and discovered 20 radiometric anomalies. The discovery
        prompted a staking rush in the area, which resulted in the discovery of 46
        known
        uranium deposits. However, exploration activity in the area was completely
        shut
        down until the late 1970’s following a decline in the price of uranium. When
        uranium prices had declined and the cost to acquire property was lower, Wyoming
        Mineral Corporation, a wholly owned subsidiary of Westinghouse, blanket staked
        the area and embarked on an intensive exploration and development program.
        This
        program identified the Workman Creek Uranium Property, which became the primary
        focus of Wyoming Mineral’s exploration program.
 
 Wyoming
        Mineral’s work at Workman Creek in the late 1970’s included 432 holes,
        geological mapping, geochemistry, metallurgical testing, designing a mining
        plan, and the commission of Dravos Engineers and Contractors (“Dravos”) to
        complete a feasibility report at a total estimated cost of US$10 Million.
        The
        exploration work conducted by Westinghouse (Wyoming Mineral) was concentrated
        on
        or around the Workman Creek Uranium Property and by the time they abandoned
        the
        property in 1981 - due to the collapse of uranium prices -- little exploration
        work had been performed on other targets.
 
 Dravos
        completed the feasibility study in 1980. The data compiled from this study
        became part of an extensive database, which Cooper Minerals owned. With the
        acquisition of the Workman Creek property from Cooper Minerals, Rodinia acquired
        the database that was compiled from the exploration work conducted by Wyoming
        Mineral (outlined above) and from the Dravos feasibility report, which Wyoming
        Mineral commissioned on the property.
  Rodinia
        has also acquired data pertaining to a regional geochemical program and an
        airborne radiometric survey that identified eight mineralized areas outside
        of
        the Workman Creek area covered by the Wyoming Mineral database. In the event
        that management decides to expand the exploration program at Workman Creek,
        we
        plan to explore these eight additional mineralized areas, which lie just
        outside
        of the area covered by the Wyoming Mineral database.
 
 **Property
              Report on**  **Workman
              Creek**
  Rodinia
              commissioned Joe Montgomery PhD., a Qualified Person (as defined under
              NI
              #43-101), to author a property 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.”*
   26
 **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 which prevailed at that time.
 
 2.
          The
          North Workman Creek and South Workman Creek deposits appear to be parts
          of the
          same deposit which was eroded down the centre.
 
 3.
          The
          mineralization outcrops on the sides of steep canyon walls thus creating
          a
          possibility for some open pit mining.
 
 4.
          From
          this preliminary study of the huge WMR database, it appears certain that
          there
          is a large body of low grade uranium mineralization present and that additional
          exploration is warranted and will probably increase the resource and provide
          additional data which will be of benefit in designing mining methods and
          refining grade estimate.
 
 5.
          Many
          of the drill holes are vertical in spite of the observation that mineralization
          occurs in both sub-vertical veins and sub-horizontal bedding planes. However,
          angled drill holes, when compared with vertical holes did not result in
          an
          improvement in grade.
 
 6.
          A two
          phase program of continued exploration and development is recommended.
          The first
          phase consists of a compilation and evaluation of the immense Wyoming Mineral
          Corporation database; twinning of several holes to confirm grade and nature
          of
          mineralization; a comparison of radiometric and chemical analyses; and
          staking
          of additional claims.
  Phase
            2,
            which is dependent on the results of Phase 1, consists of a detailed
            geological
            study, calculation of an ore reserve estimate to determine more precisely
            the
            extent and quality of uranium mineralization, preliminary work on newly-staked
            ground, additional metallurgical tests including those for In Situ and
            heap
            leaching, and completion of a new preliminary feasibility study. Ore
            reserve
            estimates should be recast to conform to NI #43-101 standards; additional
            metallurgical tests should be made with some consideration given to solution
            mining in situ; a feasibility assessment should also be made.
  In
              the
              report, Dr. Montgomery describes the Workman Creek Uranium Property
              as
“...stratiform and lying within the Dripping Spring Quartzite, a unit of
              the Upper
              Precambrian Apache Group. Mineralization is present mainly in the upper
              siltstone member of the Dripping Spring Quartzite. This uranium bearing
              unit is
              in excess of ten miles in length. Controls of mineralization aside
              from the
              stratigraphic control, are north-trending faults and monoclinal folding
              and
              contact with a complex system of dykes and sills.” Dr. Montgomery also noted
              that the resource is open on two sides and believes that further exploration
              could expand it. Rodinia has staked additional ground around the known
              deposit.
  27
 **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).
 
 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.
 
 We
              are
              using the data from Phase 1 to compile a resource reclassification,
              which we
              will then use to apply for a Tier 1 listing on the Toronto Venture
              Exchange.
 
 Phase
              2
              of the proposed program is a much more extensive and detailed exploration
              phase.
              Phase 2 will determine the extent and quality of uranium mineralization.
              During
              this phase, an evaluation of the ore body will be conducted to determine
              if in
              situ leaching is feasible. From there a preliminary feasibility study
              could be
              completed.
 
 Phase
              2
              of the project is expected to take about six months to complete at
              an estimated
              cost of USD $550,000.
 
 Total
              cost for Phase 1 and Phase 2 is estimated to cost USD $800,000.
 
 The
              Company has started to work on Phase 2, but has not yet completed this
              stage of
              their exploration program.
 
 Rodinia
                is in the process of completing a resource reclassification on the
                Company’s
                Workman Creek property that is NI 43-101 compliant, and will incorporate
                as part
                of their application for a Tier 1 listing on the TSX-V.
 **Lucky
        Boy Mine - Uranium Project**
 
 On
        March
        21, 2005 the Company was granted an option by Golden Patriot, Corp., a Nevada
        based company (“Golden Patriot”), to acquire up to a 40% interest in the Lucky
        Boy uranium project, once Golden Patriot has earned into the Project. The
        Lucky
        Boy Uranium Project consists of 14 Bureau
        of
        Land Management ( BLM)
        claims and an 80-acre State Lease contiguous to the claims, located in Gila
        County, Arizona. By agreeing to option an interest, Rodinia is not obligated
        to
        participate in the project. Rodinia will only participate in the project
        on the
        recommendation of the Company’s (its own) geologist, in the event that Golden
        Patriot meets its commitments at Lucky Boy and the results from completes
        its
        exploration program warrant further work.
  28
 The
              Company can exercise its back-in right in respect of the Lucky Boy
              Uranium
              Project at any time after an aggregate USD $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 USD $1,000,000
              has been
              spent on the Project and Golden Patriot has thereby earned its100%
              interest.
              Golden Patriot’s interest in the Lucky Boy Uranium Project is subject to a 3%
              Yellow Cake Royalty.
 
 **Status
          of work to be commenced by Golden Patriot** :
          Rodinia
          does not have to make any decisions on, or make any financial commitment
          related
          to, its option at Lucky Boy until after Golden Patriot has completed its
          four
          year work program on the property. As of January 10 th ,
          2006,
          Golden Patriot is in year one of a four year work program. As such, Rodinia
          has
          no financial commitment to, or obligation to explore, the property for
          the next
          three and a half years. Rodinia will base its decision on recommendations
          that
          follow its assessment of Golden Patriot’s results.
  The
        Lucky
        Boy Uranium Project is at the site of the old Lucky Boy mine. In the 1950s,
        the
        Lucky Boy mine, using heap leaching and ion exchange recovery, produced about
        5,000,000 pounds of uranium ore. The mine was shut down until the late ‘70’s, as
        it became unprofitable in the wake of declining uranium prices. In 1978,
        the
        mine was re-opened and produced uranium for about two years, until it was
        shut
        down again, again falling victim to declining uranium prices. (for greater
        detail, see **Item
        10,**  **C.
        “** ***Material
        Contracts”*** *.* )
 
 **Subsequent
        Acquisitions**
  During
                      the third quarter that ended September 30, 2005, Rodinia advanced
                      $92,613 to
                      stake 209 claims, which it acquired through claim staking” in the Mormon Lake
                      (Utah) area with the intent to explore these claims for the
                      presence of uranium
                      mineralization.
 
 Option
                      and Joint Venture Agreement with Patriot Power Corp.: On November
                      4, 2005,
                      Rodinia announced that it had negotiated the terms of an option
                      and joint
                      venture agreement with Patriot Power Corp., a private Nevada
                      corporation,
                      (“Patriot”) pursuant to which Patriot can acquire from the Company a
                      60%
                      interest in 209 staked unpatented lode mining claims located
                      in Arizona (the
“209 Claims”).
 Patriot
                  will acquire its 60% interest in the 209 Claims upon Patriot exercising
                  an
                  option (the “Patriot Option”) it holds to acquire a 100% interest, subject to
                  Yellowcake Royalties totaling 3%, in 21 unpatented lode mining
                  claims (the “Lake
                  Claims”). The 209 Claims surround the Lake Claims. Upon the exercise by
                  Patriot
                  of the Patriot Option, the terms of the option and joint venture
                  agreement
                  provide that the Company will then hold a 40% joint venture interest
                  in all 230
                  claims, subject to the Yellowcake Royalties totaling 3%. To exercise
                  the Patriot
                  Option, Patriot must pay US$1,300,000, issue 2,500,000 shares and
                  1,000,000
                  share purchase warrants and expend not less than an aggregate US$3,500,000
                  on
                  exploration over four years. Under the terms of the option and
                  joint venture
                  agreement with the Company, Patriot is obliged to maintain the
                  209 Claims in
                  good standing and is granted the right to conduct exploration and
                  development
                  work on them.
 **Overview
        of the Uranium Industry**
 
 Uranium
        occurs as uranium oxide in minerals such as pitchblende. Some of the world's
        richest uranium deposits occur in the Athabasca Basin of northern Saskatchewan
        and are contained in unconformities (breaks in the geological record) between
        Archean aged basement rocks (very old rocks) and younger, Proterozoic aged
        sedimentary layers at depths of less than 1,640 feet. Major faults near the
        unconformities are also important features enhancing the chance for
        discovery.
 
 Uranium
        is an unusual metal compared to base and precious metals in that its value
        has
        really only been recognized in the past 60 years. Uranium ore is the basic
        resource for the production of electrical energy through nuclear power.
        Commercial nuclear power generation is a technology that has become mature
        and
        well understood. The industry began to see increased commercial demand for
        uranium in 1973, partially concurrent with an “energy crisis” that caused a
        sharp rise in crude oil prices at the time. In response, many countries began
        development of nuclear power programs as an alternative to fossil fuels for
        electricity generation. As of September 1997, there were approximately 439
        commercial nuclear reactors operating in more than 30 countries, producing
        about
        17% of the world's electricity.
 
 The
        United Nations has predicted that the world's population will grow from the
        present 5.5 billion to 8.5 billion in the next 27 years and the demand for
        electricity is expected to double by 2020. Nuclear power joins hydroelectric
        power as the only proven greenhouse gas free technology capable of meeting
        the
        large-scale electrical generation demands of the next century. With the Nuclear
        Energy Institute’s current estimates of carbon dioxide emissions from fossil
        fuels growing 36% to 50% higher than 1990 levels, the need to limit pollutants
        will also increase the demand for nuclear power. Nuclear generation of
        electricity can and should be a major part of the solution to slowing climactic
        changes through controlling gas emission levels. The use of nuclear generated
        power has already proven to be a major factor in reducing greenhouse gas
        emissions around the world. The Nuclear Energy Institute has determined that
        every 25 tons of uranium used to generate electrical power reduces carbon
        dioxide emissions, relative to coal and other fossil fuels, by one million
        tons.
   29
 It
        was
        stated by the Nuclear Energy Institute at the 1997 Kyoto conference on global
        warming that clean air objectives cannot be obtained without maintaining
        and
        expanding the existing number of commercial nuclear generators in the world.
        Clearly the key factor in determining demand for uranium is reactor fuel
        requirements for meeting the world's growing energy demands.
 
 The
        only
        significant commercial use for uranium is as fuel for nuclear power plants
        for
        the generation of electricity. During 2001, 435 nuclear power plants were
        operating in the world and consumed an estimated 169 million pounds of uranium.
        World wide production of uranium in 2001 was only about 96 million pounds.
        In
        the United States there are 103 nuclear power plants that produce about 21%
        of
        the electricity used.
 
 Based
        on
        reports by the Ux Consulting Company, LLC (“Ux”) and the Uranium Institute
        (“UI”), since the early 1990s, worldwide uranium production has satisfied only
        52% of worldwide demand, and this ratio has also been true in the Western
        world.
        Ux reports that the gap has been filled by secondary supplies, such as
        inventories held by governments, utilities and others in the fuel cycle,
        including the highly enriched uranium (HEU) inventories which are a result
        of
        the agreement between the US and Russia to blend down nuclear warheads. In
        the
        period 2003-2010 Ux projects western production to be sufficient to cover
        45% of
        western demand.
 
 Ux
        reports that secondary sources combined with uranium production from existing
        uranium mines will not be sufficient to meet the world’s requirements. New
        production will be needed. Spot price is the price at which uranium may be
        purchased for delivery within one year. Spot prices have been more volatile
        historically than long-term contract prices, increasing from $6.00 per pound
        in
        1973 to $43.00 per pound in 1978, declining to $7.25 per pound in October
        1991,
        increasing to $16.50 per pound in May 1996 and again declining to $7.10 at
        December 31, 2000. Since year-end 2000 the spot price has increased to $10.20
        at
        December 31, 2002. The spot price at March 31, 2003 was $10.10.
  The
        following graph shows spot prices per pound from 1972 to the end of 2004,
        as
        reported by Trade Tech and Ux.
      
 
 All
        prices beginning in 1993 represent U 3 O 8 deliveries available to U.S. utilities.
   30
   
 
   High
        prices in the late 1970s in the uranium market gave way to low prices in
        the
        early 1990s, with spot prices being below the cost of production for many
        mines.
        In 1996 spot prices recovered to the point where some mines could produce
        profitably. Prices declined again and only recovered late in 2003. Since
        2003,
        Uranium prices have steadily been on the rise. On January 9, 2005, the price
        of
        uranium, was U.S. $36.50 per pound. (U x
        Weekly
        Spot Prices).
 
 The
        decline in global commercial uranium inventories is rapidly shifting an
        inventory-driven market to one that is production-driven. Consolidation over
        the
        last several years has squeezed the number of uranium suppliers. In the interim,
        long-term indicators are pointing toward a demand curve that will exceed
        supply
        within the next several years and ultimately lead to higher prices. (Excerpted
        from Uranium Suppliers Annual )
 
 When
        estimates of available secondary (non-commercial stockpile) supplies of uranium
        are combined with estimates of future primary production, we believe that
        the
        present supply and demand characteristics suggest that the market may stay
        balanced in the short term. However, as the secondary supply (non-commercial
        stockpile) of uranium declines, and becomes a smaller factor in the marketplace,
        and new and expanded production comes on-line, the gap between these contrasting
        forces will be a critical factor, resulting in a predicted rise in market
        prices
        in the next year or two.
 
 **Item
        5. Operating and Financial Review and Prospects**
 
 **A.** ***Operating
        results.***
 
 **U.S.
        and Canadian GAAP Differences**
  The
        financial statements used and included in this Statement are prepared in
        accordance with accounting principles generally accepted in Canada. The
        significant differences between Canadian and U.S. GAAP are as follows:
   (i)
        Under
        Canadian GAAP, the mineral properties are carried at cost and written off
        or
        written down if the properties are abandoned, sold or if management decides
        not
        to pursue the properties. Under U.S. GAAP, the company would periodically
        review
        and obtain independent reports in determining adjustments to the mineral
        properties and record properties at net realizable value. The company has
        not
        yet obtained an independent report for U.S. GAAP purposes, therefore, the
        Company’s mineral property costs have been written off in this note to financial
        statements.
   (ii)
        Under U.S. GAAP, stock compensation expense is recorded for non-employees
        based
        upon the discount from market at the date the option is granted.
   31
 (iii)
        Under U.S. GAAP, investments held for re-sale are recorded at market value.
        The
        difference between the market value and the cost of the investment is recorded
        as a separate shareholder equity category named comprehensive income. Once
        the
        investment is sold, the comprehensive income for that investment is cleared
        out
        to income. Under Canadian GAAP, investments held for re-sale are recorded
        at the
        lower of cost or market. There is no comprehensive income category in Canada.
   **Nine
        Months Ended September 30, 2005**
 (All
        figures in Canadian dollars)
  For
            the
            nine months ending September 30, 2005, the Company had accumulated a
            loss of $628,226
            as compared to a loss of $362,534 for the year ended December 31, 2004 Part
            of
            the increase in net loss came
            from
            the expense relevant to stock options granted. The fair value of the
            391,000
            stock options granted during the nine month period from January 01, 2005
            to
            September 30, 2005 was estimated at $78,000 (2004: $183,770). The following
            expenses increased due to increased activity and the two private placements
            that
            were completed during the year: (i) Accounting, audit and legal fees
            increased
            by $78,902;
            (ii) shareholders communication and promotion increased by $46,378; and
            (iii)
            consulting fees increased by $38,600.
 *Financings,
        Principal Purposes and Milestones*
   During
        2005, the Company completed two private placements:
  **Private
        Placement of 4,108,785 Units October 31, 2005** ****
 (All
        figures in Canadian dollars)
 On
            October 31, 2005, Rodinia announced that it completed a previously announced
            private placement.  The Company received gross proceeds of CAD
            $3,040,500 from the private placement of 4,108,785 units at a price of
            CAD $0.74
            per unit, through Haywood Securities Inc. as Agent. Each unit (a “Unit”)
            consisted of one share and one transferable warrant (a “Warrant”).
 Each
        Warrant entitles the purchase of one share at a price of CAD $1.10 for a
        period
        of twelve (12) months subject to the Company’s right to accelerate the expiry
        date of the warrants if, at any time after December 27, 2005, its shares
        close above CAD $1.50 per share for 30 consecutive trading days (the
“acceleration right”).
 
 The
              Company paid a 6% commission by issuing 246,527 shares and non-transferable
              warrants to purchase up to an additional 246,527 shares at a price
              of CAD $1.10
              for a period of twelve (12) months, subject to the acceleration right,
              and
              granted a non-transferable option to purchase up to 308,159 Units at
              a price of
              CAD $0.74 per Unit, each Unit consisted of one share and one non-transferable
              warrant entitling the purchase of one additional share on the same
              terms as for
              the Warrants included in the Units.  The Company also paid a corporate
              finance fee of 25,000 Units.
 Proceeds
        of the financing will be used for general exploration expenditures on the
        Company’s Workman Creek Uranium Property in Gila County, Arizona and working
        capital.
  In
            accordance with applicable Canadian securities laws, all securities that
            were
            issued in connection with the private placement are subject to a hold
            period
            expiring March 1, 2006.
 **Private
        Placement of 800,000 Units December 01, 2005**
 
 32
 On
            December 01, 2005, the Company announced that it arranged a private placement
            that consisted of 800,000 units at CAD $0.74 per unit. On January 10,
            2006, the
            Company announced that it completed the previously announced private
            placement.
            The Company received gross proceeds of CAD $592,000 on the private placement
            of
            800,000 units (the “Units”) at a price of CAD $0.74 per unit. Each Unit
            consisted of one common share and one whole transferable share purchase
            warrant
            entitling the holder to purchase one additional common share of the Company
            at a
            price of CAD $1.10 on or before January 3, 2007, subject to the Company’s right
            to accelerate the expiry date of the warrants if at any time after March
            4, 2006
            its shares close above CAD $1.50 per share for 30 consecutive trading
            days.
 Proceeds
        of the financing will be used for general exploration expenditures on the
        Company’s Workman Creek Uranium Property in Gila County, Arizona and for general
        working capital.
 
 In
        accordance with the policies of the TSX Venture Exchange a commission applied
        to
        this transaction. The Company paid a commission of 70,135 Units.
 
 All
        of
        the Company’s completed private placements took place in Canada and were subject
        to regulatory acceptance by the TSX Venture Exchange.
 
  ***Year
        ended December 31, 2004***
 (All
        figures in Canadian dollars)
  The
          loss
          for the year ended December 31, 2004 was $362,534 as compared with a loss
          of
          $154,427 for the year ended December 31, 2003. Part of the increase in
          net loss
          came from the expense relevant to stock options granted. The following
          expenses
          increased due to increased activity and the two private placements that
          were
          completed during the year: (i) Accounting, audit and legal fees increased
          by
          $52,788; (ii) shareholders communication and promotion increased by $15,404;
          and
          (iii) consulting fees increased by $11,623.




*Financings,
        Principal Purposes and Milestones*
   During
        2004, the Company completed two private placements:
  1.
              800,000
                  units at $0.18 per unit for total proceeds of $144,000. Each unit
                  consisted of one common share and one share purchase warrant that
                  entitled
                  the holder to purchase an additional common share for $0.23 up
                  to and
                  including March 16, 2005. In connection with this private placement,
                  125,216 share purchase warrants were issued as finders’ fees. Each share
                  purchase warrant entitled the holder to purchase an additional
                  common
                  share for $0.23 up to and including March 16, 2005.
 
 2.
              824,000
                  units at $0.25 per unit for total proceeds of $206,000. Each unit
                  consisted of one common share and one share purchase warrant that
                  entitled
                  the holder to purchase an additional common share for $0.35 up
                  to and
                  including September 27, 2005. In connection with this private placement,
                  64,400 share purchase warrants were issued as finders’ fees. Each share
                  purchase warrant entitled the holder to purchase an additional
                  common
                  share for $0.35 up to and including September 27,
                  2005.
  During
        2004, the Company engaged Haywood Securities Inc. (“Haywood”) to conduct a
        private placement of 2,000,000 units at a price of $0.65 per unit. Each unit
        (a
“Unit”) will consist of one common share of the Company and one-half share
        purchase warrant. Each full warrant entitled the holder to purchase one
        additional common share of the Company at a price per common share of $0.80
        in
        the first year and $0.90 in the second year. Haywood received a commission
        equal
        to 7.5% of the proceeds of the offering, that was payable in cash or Units.
        Haywood also received warrants (the “Agent’s Warrants”) equal to 10% of the
        number of Units sold under the offering, each Agent’s Warrant was convertible
        into one Unit at a price of $0.65, and a corporate finance fee of 30,000
        Units
        for services rendered in connection with the offering.
   33
  All
        of
        the Company’s completed private placements took place in Canada and were subject
        to regulatory acceptance by the TSX Venture Exchange.
 
 ***Year
        ended December 31, 2003***
 (All
        figure in Canadian dollars)
  The
            loss
            for the year ended December 31, 2003 was $154,427 as compared with a
            loss of
            $1,015,682 for the year ended December 31, 2002. Part of the increase
            in net
            loss arose from the Company’s decision in the previous year to write-off the
            mineral properties in the amount of $917,017. In addition, the Company
            focused
            their efforts to reduce discretionary expenses, due to the economic climate.
            However, due to the consolidation of shares and the implementation of
            a private
            placement, expenses increased. The Company, as required by new regulations
            and
            standards, expensed the fair value of the options granted during the
            year. The
            total expense was $73,857.
 All
        of
        the Company’s completed private placements took place in Canada and were subject
        to regulatory acceptance by the TSX Venture Exchange.
  *Financings,
        Principal Purposes and Milestones*
  On
            August
            12, 2003, the TSX Venture exchange approved the consolidation of the
            Company’s
            capital on a five old for one new basis. After the consolidation, the
            balance of
            the issued and outstanding shares was 2,683,595. The TSX also approved
            the
            change of name to Rodinia Minerals Inc. Effective August 13, 2003, the
            common
            shares of Rodinia Minerals Inc. commenced trading on the Exchange under
            the
            symbol “RM”. As of March 8, 2006, the balance of the issued and outstanding
            shares was 17,290,671 shares outstanding. On a fully diluted basis, the
            balance of the issued and outstanding shares will be 25,778,457
            shares outstanding (6,739,786  warrants
            outstanding and 1,748,000  stock
            options outstanding.)
 Prior
          to
          this, there were no financings during the years ended December 31, 2002
          and
          2001. Since the last financing in the Year 2000, the Company’s working capital
          was augmented by loans from a company with one common director and from
          a
          shareholder. During the period from January 01, 2003 to August 2003, the
          Company
          received advances from a shareholder totaling $13,000. In addition, the
          Company
          retired $60,000 in loans and advances by issuing shares as approved by
          the TSX.
   On
        August
        15, 2003, the Company announced a private placement involving the issuance
        of up
        to 1,000,000 units at $0.12 per unit, Each unit was comprised of one common
        share and one share purchase warrant. Each warrant entitled the holder to
        acquire one additional common share at a price of $0.12 if exercised in the
        first year and $0.15 if exercised in the second year. Proceeds of the financing
        were used for working capital purposes. The private placement was completed
        on
        September 5, 2003 and the shares were subsequently issued.
  All
        of
        the Company’s completed private placements took place in Canada and were subject
        to regulatory acceptance by the TSX Venture Exchange.
  The
        Company was aware that there would be additional financing requirements and
        it
        was the Company’s intent to raise the necessary funds through private placements
        and/or other forms of equity financing. The Company was continuing to negotiate
        on a mineral property acquisition. The Company was also confident that it
        could
        close a financing for this acquisition, for the required funds for the work
        program, and for the Company’s working capital to meet general and
        administrative costs.
   On
        September 2, 2003, the Company cancelled all outstanding stock options and
        granted new incentive stock options in the amount of 268,360 shares to directors
        and key employees at an exercise price of $0.25 per share. The options are
        exercisable for a period of five years, ending on September 1, 2008 and are
        subject to the requirements of the TSX Venture Exchange. On November 26,
        2003,
        the Company granted additional stock options in the amount of 5,000 shares
        at an
        exercise price of $0.25 per share, exercisable for a period of five
        years.
   34
 On
        September 4, 2003, in accordance with the revised TSX Venture Exchange Policy
        2.5, the Company was transferred to the NEX board from Tier 2 of the TSX
        Venture
        Exchange.
   As
        of
        September 4, 2003, the Company was subject to restrictions on share issuances
        and certain types of payments as set out in the NEX policies. As a result
        of
        being on the NEX board, the trading symbol for the Company changed from “RM” to
“RM.H” and the Filing and Service Office changed from Vancouver to
        NEX.
   On
        October 3, 2003, the TSX Venture Exchange accepted the Company’s Stock Option
        Plan, which was approved by the Company’s shareholders at the Annual General
        Meeting that was held on July 29, 2003. The Company implemented a rolling
        stock
        option plan whereby a maximum of 10% of the issued shares are reserved for
        issuance under the Plan.
  ***Year
        ended December 31, 2002***
 (All
          figures in Canadian dollars)
  The
            loss
            for the year-ended December 31, 2002 was $1,015,682 as compared with
            a loss of
            $657,964 for the year-ended December 31, 2001. Part
            of
            the increase in net loss was the
            write-off of resource properties $917,017 (2002) and $547,258 (2001).
            Management
            fees increased during the year due to the involvement of an additional
            director
            who assisted in the Wyoming Property negotiations, and who actively looked
            for a
            new property for the Company. The informal contract with the one of the
            directors to assist in negotiations and locate a new property was cancelled
            at
            the end of the year.
 *Financings,
        Principal Purposes and Milestones*
  There
        were no financings during the years ended December 31, 2002 and 2001. Since
        the
        last financing in the Year 2000, the Company’s working capital was augmented by
        loans from a company with one common director and from a shareholder. Some
        of
        the loans were paid back by way of debt settlement on June 2001. The Company
        was
        aware that there would be additional financing requirements and it was the
        Company’s intent to raise the necessary funds through private placements and/or
        other forms of equity financing. During this period, the Company began
        negotiation on the acquisition of a mineral property.
  **B.
        Liquidity and Capital Resources** ***.***
  In
        management’s view, given the nature of the Company’s operations, the most
        relevant financial information relates primarily to current liquidity, solvency
        and planned expenditures for each given fiscal year. The Company’s financial
        success was and will be dependent upon the acquisition of a property, or
        properties, and the discovery of economically recoverable reserves. Such
        a
        development may take years to realize and the amount of resulting income,
        if
        any, is difficult to determine.
  **Nine
              Months ended****September 30, 2005****(Unaudited)**
 (All
            figures in Canadian dollars)
  As
            at September
            30, 2005, the
            Company’s working capital deficit was $117,930, as compared to a working capital
            deficit of $192,418 in the beginning of the period (December 31, 2004).
            The
            Company required financing to meet its anticipated administrative and
            overhead
            expenses. 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 is possible at the
            times
            required or desired by the Company.
 ***Year
          ended December 31, 2004***
 (All
          figures in Canadian dollars)
  As
          at
          December 31, 2004, the Company’s working capital deficit was $192,418 as
          compared to a working capital deficit of $41,638 in the beginning of the
          period
          (December 31, 2003). The Company required financing to meet its anticipated
          administrative and overhead expenses. The Company proposed to meet any
          additional financing requirements through the exercise of outstanding options
          and/or arranging other forms of equity financing. In light of the continually
          changing financial markets, there was no assurance that funding by equity
          subscriptions would be possible at the times required or desired by the
          Company.
   The
          Company’s historical capital needs were met by equity subscriptions (2004 -
          $386,000; 2003 - $180,000); convertible loans (2004 - $151,800; 2003 -
          Nil). On
          October 19, 2004, the TSX Venture Exchange accepted for filing the documentation
          with respect to the Private Placement/Convertible Loans announced September
          20,
          2004. The one year convertible loans totaling $151,800 were convertible
          into
          units of one common share and one common share purchase warrant. Each warrant
          had a term of one year from the date of issuance of the notes (to September
          20,
          2005) and entitled the holder to purchase one common share, exercisable
          at the
          price of $0.30. A finder’s fee of 46,750 units payable to Brad Aelicks, with the
          same terms as the convertible loans, was approved by the TSX.
 35
  The
          Company recognized that it required additional financing beyond fiscal
          2004 to
          fund extensive development and expansion of its existing businesses, as
          well as
          any further investigations and/or evaluations of new acquisitions related
          to the
          industry. The Company anticipated that it could fund its activities to
          meet its
          anticipated administrative and overhead expenses until the year-end.
 ***Year
        ended December 31, 2003***
 (All
        figures in Canadian dollars)
  As
        at
        December 31, 2003, the Company was in a negative working capital position
        of
        ($41,638). The Company required financing to meet its anticipated administrative
        and overhead expenses. The Company proposed to meet any additional financing
        requirements through the exercise of outstanding options and/or arranging
        other
        forms of equity financing.
  ***Year
        ended December 31, 2002***
 (All
          figures in Canadian dollars)
  As
              at
              December 31, 2002, the Company was in a negative working capital position
              of
              ($141,068). The
              Company required financing to meet its anticipated administrative and
              overhead
              expenses. The Company proposed to meet any additional financing requirements
              through the exercise of outstanding options and/or arranging other
              forms of
              equity financing.
  **C.** ***Research
              and Development, Patents and Licenses, etc.***
  For
              the
              fiscal years ended December 31, 2002, December 31, 2003, and December
              31,  2004,
              the
              Company did not incur any expenditures relating to patent and/or license
              development or filings.
 
 **D.** ***Trend
        information.***
 
 Minerals
        exploration and development is an inherently risky enterprise. It is possible
        that Rodinia will fail to locate sufficient resources to warrant further
        exploration. In addition, the economic viability of the project depends to
        a
        large extent on the continued strength of uranium prices. Uranium prices
        have
        historically been highly volatile and there can be no assurance that prices
        will
        support the implementation of further development plans. Furthermore, should
        the
        Company determine that the ore body at Workman Creek is not a candidate for
        ISL,
        the economic viability of the project would be severely impaired.
 
 Although
        Rodinia is currently sufficiently funded for the first two phases of exploration
        and development, the Company will depend partly on outside capital to complete
        the exploration and development of its resource properties, which it will
        likely
        raise by issuing additional shares of common stock. There can be no assurance
        that this additional capital will be available to meet our continuing
        exploration and development costs or, if the capital is available, that it
        will
        be available on terms acceptable to the Company. The issuances of additional
        equity securities by the Company will dilute the equity interests of current
        shareholders. If the Company is unable to obtain financing in the amounts
        that
        it needs to conduct its business, and on terms deemed acceptable, the business
        and future success of the Company will almost certainly be impaired.
 
 36
 At
        December 31, 2004, the Company had accumulated $13,271,386 in losses and
        had no
        revenue-producing operations. At the date of this report, the Company has
        limited capital resources, beyond that which it needs to meet
        its
        administrative and operational needs for the eighteen months following the
        beginning of the 2006 fiscal year, January 01, 2006, which it plans to use,
        in
        part, to complete Phase 2 (Phase 1 is now complete) of its exploration program
        at Workman Creek, and, as such, its ability to continue as a going concern
        is
        dependent upon its ability to raise additional capital or merge with a revenue
        producing venture partner. The Company is not currently operating profitably
        and
        it should be anticipated that it will operate at a loss, at least until such
        time when the production stage is achieved, if production is ever achieved.
         The Company has never earned a profit. Because the Company is not yet
        operating profitably, these matters raise substantial doubt about the Company’s
        ability to continue as a going concern.
 
 **E.** ***Off-balance
        sheet arrangements.*** ****
 
 There
        are
        no off-balance sheet arrangements to which the Company is
        committed.
 
 **F.** ***Tabular
        disclosure of contractual obligations.***
 
 The
        Company has no contractual obligations.
 
 **G.** ***Safe
        harbor.***
 
 
 SPECIAL
        NOTE REGARDING FORWARD LOOKING STATEMENTS
 
 Except
        for the statements of historical fact contained therein, the information
        under
        the headings "Item 4 - "Information on the Company," "Item 5 - "Operating
        and
        Financial Review and Prospects," "Item 11 - Quantitative and Qualitative
        Disclosure About Market Risk," and elsewhere in this Form 20-F constitutes
        forward looking statements ("Forward Looking Statements") within the meaning
        of
        Section 27A of the Securities Act of 1933, as amended, and Section 21E of
        the
        Securities Exchange Act of 1934, as amended. Such Forward Looking Statements
        involve known and unknown risks, uncertainties and other factors which may
        cause
        the actual results, performance or achievements of the Company to differ
        materially from any future results, performance or achievements projected
        or
        implied by such Forward Looking Statements. Such factors include, among others,
        exploration risks, the ability of the Company to develop the alternate feed
        business, dependence on a limited number of customers, limited operating
        history, government regulation and policy risks, environmental risks,
        reclamation obligations, and the other factors set forth in the section entitled
        "Risk Factors".
 
 
 **Item
        6. Directors, Senior Management and Employees**
 
 **A.** ***Directors
        and senior management.***
   37
 
 **Name
                    and Residence of Directors and Present Offices
                    Held**
                **Principal
                    Occupation or employment and, if not a previously elected director,
                    occupation during the past 5 years**
                **Date
                    Elected or**
                  **Appointed
                    a Director****Donald
                    Morrison**(1)
                  Vancouver,
                    BC
                  Director
                    and President
                President
                    of the Company since 2001.
                November
                    2, 1995**Donald
                    Mosher**(1)
                  North
                    Vancouver, BC
                  Director
                Financial
                    consultant since 2003.
                December
                    8, 2003**Ken
                    Thorsen**
                  Port
                    Coquitlam, B.C.
                  Director
                Geological
                    Engineer. President of Thorsen Consulting Ltd. from 2002 to the
                    present.
                November
                    1, 2004**Robert
                    Pirooz(1)**
                  Director
                    (appointed June 10, 2005)
                Mining
                    Company Senior Executive
                June
                    10, 2005
  Mr.
        Walter Brooks, a former Director, was not reappointed to the Board at the
        Company's AGM on June 10, 2005.
  (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.
 
 **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.
 38
  **B.**  **Compensation
        Executive Officers of the Company**
 **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
                    ($)
                  Amounts
                        paid in lieu of salaries for management functions
                    ($)
                  Securities
                      Under Option/ SAR's granted
                    (#)
                  Restricted
                      Shares or Restricted Share Units ($)
                  LTIP
                      Payouts
                    ($)Donald
                      Morrison President & CEO
                  2004
                      2003
                  Nil
                  Nil
                  
                  150,000
                  Nil
                  Nil
                  $1,0002002
                  Nil
                  Nil
                  
                  175,000
                  Nil
                  Nil
                  NilNil
                  Nil
                  
                  Nil
                  Nil
                  Nil
                  NilDonald
                      Mosher Acting CFO
                  2004
                      2003
                  Nil
                  Nil
                  $6,000
                  113,000
                  Nil
                  Nil
                  $1,0002002
                  N/A
                  N/A
                  N/A
                  N/A
                  N/A
                  N/A
                  N/AN/A
                  N/A
                  N/A
                  N/A
                  N/A
                  N/A
                  N/A
  (1)
          Year
          ended December 31st
 
 39
 2)
            The
            Company does not currently have a CFO. Mr. Mosher, a director of the
            Company,
            has performed the functions similar to that of a CFO since January 2004.
            The
            amounts shown as ”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.
 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”).
  **Related
          Party Transactions**
 
 During
          the fiscal year ended December 31, 2004, the Company was charged $35,500
          (2003 -
          $27,500) by a director of the Company for management fees; $6,000 (2003
          - Nil)
          by a director for consulting fees; $3,000 (2003 - Nil) by 3 directors for
          directors’ fees. In addition, the director charged the Company $10,000 (2003 - $
          9,600) for rent and telephone expenses, which should not be recorded as
          compensation. The transactions were recorded at the exchange
          amount.
 
 During
          the nine month period ended September 30, 2005, the Company was charged
          $40,050
          (2004 - $22,500) by a director of the Company for management fees; $31,000
          (2004
          - Nil) by a director for consulting fees; $5,500 (2004 - Nil) by 4 directors
          for
          directors’ fees; and deferred costs of $4,450 (2004 - Nil). In addition, the
          director charged the Company $5,000 (2004 - $7,250) for rent and telephone
          expenses, which should not be recorded as compensation. The transactions
          were
          recorded at the exchange amount.
 **Long
        Term Incentive Plan (LTIP) Awards**
  The
        Company does not have any long term incentive plans and, except as disclosed
        above, no remuneration payments were made, directly or indirectly, by the
        Company to its Named Executive Officers during the fiscal year ended December
        31, 2004.
  An
        LTIP
        is “any plan providing compensation intended to motivate performance over a
        period longer than one fiscal year but does not include option or stock
        appreciation rights plans or plans for compensation through shares or units
        that
        are subject to restrictions on resale”.
 
  **Option
        and Stock Appreciation Rights (SARs)**
  The
        Company has in place a stock option plan for the purpose of attracting and
        motivating directors, officers, employees and consultants of the Company
        and
        advancing the interests of the Company by affording such persons with the
        opportunity to acquire an equity interest in the Company through rights granted
        under the plan to purchase shares of the Company. See “Particulars of Other
        Matters to be Acted Upon - Ratification of Stock Option Plan” below for details
        relating to the Company’s existing stock option plan.
  ***Option/SAR
        Grants During the Most Recently Completed Financial Year***
  The
        following table (presented in accordance with the Rules) sets forth stock
        options granted during the most recently completed financial year to each
        of the
        Named Executive Officers.
   40
 
 Name
              Securities
                  Under Options/SAR's Granted
                (#)
              %
                  of Total Options/SAR's Granted to in Fiscal Year
              Exercise
                  or Base Price(1)($/Security)
              Market
                  Value of Securities Underlying Options/SAR's on Date of Grant ($/Security)
              Expiration
                  DateDonald
                  Morrison
              50,000
                  100,000
              12.89%
                  25.77%
              $0.30
                  $1.00
              $0.30
                  $1.00
              April
                  13, 2009 November 26**,**2006Donald
                  Mosher
              70,000
                  43,000
              18.04%
                  11.08%
              $0.30
                  $0.60
              $0.30
                  $0.60
              April
                  13, 2009 November 4, 2006
 (1) The
        exercise price of stock options is determined by the Board of Directors in
        accordance with TSX Venture Exchange policies.
  ***Aggregated
        Option/SAR Exercises During the Most Recently Completed Financial Year and
        Financial Year-End Option/SAR Values***
  During
        the Company’s completed financial year ended December 31, 2004, the following
        options were exercised by the Named Executive Officers:
  Name
                (a)
              Securities
                  Acquired on Exercise (#)(1)(b)
              Aggregate
                  Value Realized ($)
                (c)
              Unexercised
                  Options/SARs at financial year end (#)(2)Exercisable/ Unexercisable
                (d)
              Value
                  of Unexercised in the-Money Options/SARs at Financial Year End
                  ($)(2)(3)Exercisable/ Unexercisable
                (e)Donald
                  Morrison
              100,000
              $25,000
              225,000
              $240,750
 (1)
                  Number of common shares of the Company acquired on the exercise
                  of stock
                  options.
 (2)
                  As freestanding SARs have not been granted, the number of shares
                  shown is
                  related solely to stock options as at December 31, 2004.
 (3)
                  Value of unexercised-in-the-money options calculated using the
                  closing
                  price of common shares of the Company on the TSX on December 31,
                  2004 (the
                  Company’s financial year end) of $1.07 per share, less the exercise price
                  per share.
 
 ***Option
        and SAR Re-pricings***
  There
          were no re-pricings of stock options under the stock option plan or otherwise
          during the Company’s completed financial year ended December 31,
          2004.
  On
            September 21, 2005, 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
  **Defined
        Benefit or Actuarial Plan**
  The
        Company does not have a defined benefit or actuarial plan.
  **Termination
        of Employment, Change in Responsibilities and Employment Contracts**
  Except
        as
        otherwise disclosed herein, there are no compensatory plans, contracts or
        arrangements in place with any Named Executive Officer resulting from the
        resignation, retirement or any other termination of employment of the Named
        Executive Officer with the Company or from a change in control of the Company
        or
        a change in the Named Executive Officer’s responsibilities following a change in
        control, where the value of such compensation, including periodic payments
        or
        installments, exceeds $100,000.
  **Compensation
        of Directors**
  The
        Company does not have any non-cash compensation plans for its directors and
        it
        does not propose to pay or distribute any non-cash compensation during the
        current financial year, other than the possible grant of incentive stock
        options.
   41
 
 Furthermore,
        other than as disclosed above in the Summary Compensation Table for the Named
        Executive Officers, no amount was paid to any director of the Company during
        the
        fiscal year ended December 31, 2004 for services as a consultant or expert,
        except for a $1,000 director’s fee paid to Walter Brooks (Mr. Brooks was a
        former Director. Mr. Brooks was not reappointed to the Board at the Company’s
        AGM on June 10, 2005).
  The
        following table sets forth information concerning individual grants of options
        to purchase securities of the Company made to the directors of the Company
        (excluding the Named Executive Officers), during the most recently completed
        financial year:




Name
              Securities
                  Under Options/SAR's Granted
                (#)
              %
                  of Total Options/SAR's Granted in Fiscal Year
              Exercise
                  or Base Price(1)($/Security)
              Market
                  Value of Securities Underlying Options/SAR's on Date of Grant ($/Security)
              Expiration
                  DateWalter
                  Brooks(2)
              25,000
              6.44%
              $0.30
              $0.30
              April
                  13, 2009Ken
                  Thorsen
              25,000
                  20,000
              6.44%
                  5.15%
              $0.60
                  $1.00
              $0.60
                  $1.00
              November
                  4, 2006 November 26, 2006





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


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




**C.** ***Board
      practices.***


**Term
        of Office**
 Each
        director of the Company is elected annually and holds office until the next
        Annual General Meeting of the shareholders unless that person ceases to be
        a
        director before then.
 
 **Management
        Contracts**
 During
        the Company’s most recently completed financial year ended December 31, 2004,
        there were no management functions of the Company, which were to any substantial
        degree performed by a person other than a director or senior officer of the
        Company.
  **Audit
        Committee**
 
 *Mandate*
 The
        primary function of the audit committee (the “Committee”) is to assist the board
        of directors in fulfilling its financial oversight responsibilities by reviewing
        the financial reports and other financial information provided by the Company
        to
        regulatory authorities and shareholders, the Company’s systems of internal
        controls regarding finance and accounting and the Company’s auditing, accounting
        and financial reporting processes. Consistent with this function, the Committee
        will encourage continuous improvement of, and should foster adherence to,
        the
        Company’s policies, procedures and practices at all levels. The Committee’s
        primary duties and responsibilities are to (i) serve as an independent and
        objective party to monitor the Company’s financial reporting and internal
        control system and review the Company’s financial statements; (ii) review and
        appraise the performance of the Company’s external auditors; and (iii) provide
        an open avenue of communication among the Company’s auditors, financial and
        senior management and the board of directors.
 
 *Composition*
 The
        Committee shall be comprised of three directors as determined by the board
        of
        directors, the majority of whom shall be free from any relationship that,
        in the
        opinion of the board of directors, would interfere with the exercise of his
        or
        her independent judgment as a member of the Committee.
 
 At
        least
        one member of the Committee shall have accounting or related financial
        management expertise. All members of the Committee that are not financially
        literate will work towards becoming financially literate to obtain a working
        familiarity with basic finance and accounting practices. For the purposes
        of the
        Company’s Charter, the definition of “financially literate” is the ability to
        read and understand a set of financial statements that present a breadth
        and
        level of complexity of accounting issues that are generally comparable to
        the
        breadth and complexity of the issues that can presumably be expected to be
        raised by the Company’s financial statements.
  
 42
 The
        members of the Committee shall be elected by the board of directors at its
        first
        meeting following the annual shareholders’ meeting. Unless a Chair is elected by
        the full board of directors, the members of the Committee may designate a
        Chair
        by a majority vote of the full Committee membership.
 
 *Meetings*
 The
        Committee shall meet at least twice annually, or more frequently as
        circumstances dictate. As part of its job to foster open communication, the
        Committee will meet at least annually with the Chief Financial Officer and
        the
        external auditors in separate sessions.
 
 *Responsibilities
        and Duties*
 To
        fulfill its responsibilities and duties, the Committee shall:
  Documents/Reports
        Review
 (a)
              Review
                  and update this Charter annually.
 (b)
              Review
                  the Company’s financial statements, MD&A and any annual and interim
                  earnings, press releases before the Company publicly discloses
                  this
                  information and any reports or other financial information (including
                  quarterly financial statements), which are submitted to any governmental
                  body, or to the public, including any certification, report, opinion
                  or
                  review rendered by the external
                  auditors.
 
 Financial
        Reporting Processes
 (a)
              In
                  consultation with the external auditors, review with management
                  the
                  integrity of the Company’s financial reporting process, both internal and
                  external.
 (b)
              Consider
                  the external auditor’s judgments about the quality and appropriateness of
                  the Company’s accounting principles as applied in its financial reporting.
 (c)
              Consider
                  and approve, if appropriate, changes to the Company’s auditing and
                  accounting principles and practices as suggested by the external
                  auditors
                  and management.
 (d)
              Review
                  significant judgments made by management in the preparation of
                  the
                  financial statements and the view of the external auditors as to
                  appropriateness of such judgments.
 (e)
              Following
                  completion of the annual audit, review separately with management
                  and the
                  external auditors any significant difficulties encountered during
                  the
                  course of the audit, including any restrictions on the scope of
                  work or
                  access to required information.
 (f)
              Review
                  any significant disagreement among management and the external
                  auditors in
                  connection with the preparation of the financial statements.
 (g)
              Review
                  with the external auditors and management the extent to which changes
                  and
                  improvements in financial or accounting practices have been implemented.
 (h)
              Review
                  any complaints or concerns about any questionable accounting, internal
                  accounting controls or auditing matters.
 (i)
              Review
                  certification process.
 (j)
              Establish
                  a procedure for the confidential, anonymous submission by employees
                  of the
                  Company of concerns regarding questionable accounting or auditing
                  matters.
 
 Other
 Review
        any related party transactions.
 
 **Composition
        of the Audit Committee**
 
 The
        following are the members of the Committee:
   43
  Donald
                  Morrison
              Not
                  independent*
              Financially
                  literate*Donald
                  Mosher
              Independent*
              Financially
                  literate*Robert
                  Pirooz
              Independent*
              Financially
                  literate*
 
 
 ·
              As
                  defined by Multilateral Instrument 52-110,*Audit
                  Committees*(“MI 52-110”).
  
 
 **Audit
        Committee Oversight**
 
 At
        no
        time since the commencement of the Company’s most recently completed financial
        year was a recommendation of the Committee to nominate or compensate an external
        auditor not adopted by the board of directors of the Company.
 
 **Reliance
        on Certain Exemptions**
 
 At
        no
        time since the commencement of the Company’s most recently completely financial
        year has the Company relied on the exemption in section 2.4 of MI 52-110
        ( *De
        Minimis Non-audit Services* ),
        or an
        exemption from MI 52-110, in whole or in part, granted under Part 8 of MI
        52-110.
 
 **D.** ***Employees.***
 
 As
        of May
        31, 2005, the Company had no full-time or part-time employees. The Company
        primarily utilizes the services of consultants.
 
 **Directors:**
 Donald
        Morrison
 Donald
        Mosher
 Ken
        Thorsen
 Robert
        Pirooz
 
 Each
            Director 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.
  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.
 44
 
 **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)
 **For
        the year ended December 31, 2004**
  During
        the year, the Company was charged $35,500 by a director of the Company for
        management fees; $6,000 by a director for consulting fees; $3,000 by 3 directors
        for directors’ fees. In addition, the director charged the Company $10,000 for
        rent and telephone expenses. The transactions were recorded at the exchange
        amount. Included in accounts payable is $Nil payable to a director.
 
 **For
        the Year Ended December 31, 2003**
  During
        the year, the Company was charged $27,500 by a director of the Company for
        administrative, management and office services. In addition, the director
        charged the Company $9,600 for rent and office expenses. The transactions
        were
        recorded at the exchange amount. Included in accounts payable is $18,200
        payable
        to a director of the Company. During the year, the Company settled debt of
        $10,600 due to a director and $19,400 of debt to a company with common directors
        by issuing a total of 200,000 pre-rollback common shares at $0.15 per
        share.
 
 **For
        the Year Ended December 31, 2002**
 
 During
        the year, the Company was charged $52,000 by two directors of the Company
        for
        administrative, management and office services. During the year, the Company
        paid NIL for directors’ fees to a director. In all the above cases, the
        transactions were recorded at the exchange amount. Included in accounts payable
        is $32,950 payable to two directors of the Company. The Company settled the
        loans payable of $30,000 for 200,000 shares at $0.15. The Company settled
        an
        accounts payable of $10,600 due to a director for 70,667 shares at $0.15
        and
        $19,400 due to a company with common directors for 129,333 shares at $0.15.
        The
        shares were issued on April 9, 2003.
 
 **C.** ***Interests
        of experts and counsel.***
 
 No
        experts or counsel employed by the Company own shares in the
        Company.
 
 **Item
        8. Financial Information**
 
 **A.** ***Consolidated
        Statements and Other Financial Information.***
  
 45
 The
        audited financial statements for the Company for the fiscal years ending
        December 31, 2004, and 2003 form a material part of this Registration Statement. *See* Item
“19” herein below.
 
 **B.** ***Significant
        Changes.***
 
 There
        have not been any significant changes in the Company since the date of the
        most
        recent interim financial statements other than those disclosed in this Annual
        Report.
 
 **Item
        9. The Offer and Listing.**
 
 **A.** ***Offer
        and listing details.***
  (All
        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**2005
                  $1.85
                  $0.462004
                  $1.49
                  $0.212003
                  $0.50
                  $0.012002
                  $0.07
                  $0.012001
                  $0.18
                  $0.022000
                  $0.37
                  $0.08
 
 The
          following table indicates the high and low market prices for each full
          financial
          quarter for the two most recent full financial years:
   **Quarter
                      Ended**
                  **High**
                  **Low**December
                      31, 2005
                  $1.44
                  $0.77September
                      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
          six
          months:
   **Month**
                    **High**
                    **Low**December
                        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
   46
 The
        Company has authorized 100,000,000 common equity shares with no par value.
        As of
        December 31, 2004 there were 5,541,995 shares issued and outstanding. The
        shares
        of the Company are listed on the TSX Venture Exchange.
 
 **B.** ***Plan
        of distribution.***
  Not
        Applicable
 
 **C.** ***Markets.***
 
 The
        Company’s shares are traded on the TSX Venture Exchange (the “ *TSX-V* ”).
 
 **D.** ***Selling
        shareholders***
 
 Not
        Applicable
 
 **E.** ***Dilution.***
  Not
        Applicable
 
 **F.** ***Expenses
        of the issue.***
  Not
        Applicable
 
 
 **Item
        10. Additional Information.**
 
 **A.** ***Share
        capital.***
 (All
        figures in Canadian dollars)
 
 Changes
        in capital stock during the years ended December 31, 2004 and 2003 were as
        follows:
   2004
              2003
 Number
                  of
                Shares
              
              
              Amount
              
              
              Number
                  of
                Shares
              
              
              AmountBalance,
                beginning of year
              
              
              3,683,595
              
              $
              $
                12,793,357
              
              
              13,017,975
              
              $
              12,613,357Issued
                  during the year:-
                debt settlement
              
              
              
              
              
              
              
              
              400,000
              
              
              60,0004713,417,975
              
              
              12,673,357-
                1:5 share rollback
              
              
              
              
              
              
              
              
              (10,734,380
              )For
                cash-
                Private Placement @ $0.18
              
              
              800,000
              
              
              144,000
              
              
              1,000,000
              
              
              120,000-
                Private Placement @ $0.25
              
              
              824,000
              
              
              206,000-
                Finders’ fee
              
              
              64,400-Options
                exercised @ $0.25
              
              
              120,000
              
              
              30,000-
                Warrants exercised @ $0.12
              
              
              50,000
              
              
              6,000Balance
                  at end of year
              
              
              5,541,995
              
              $
              $
                13,179,357
              
              
              3,683,595
              
              $
              $
                12,793,357
  (All
        figures in Canadian dollars)
  -
        Changes
        in capital stock during the periods ended March 31, 2005 were as
        follows:
 
 **2005**
 ****
              ****
              **Number
                  of Shares**
              ****
              **Amount**Balance,
                beginning of year
              
              
              5,541,995
              
              $
              13,179,357Issued
                  during the year:-
                Warrants exercised @ $0.15
              
              
              950,000
              
              
              142,500-
                  Private Placement @ $0.18-
                  Private Placement @ $0.25-
                Private Placement @ $0.65
              
              
              2,000,000
              
              
              1,300,000-
                Finders’ fee
              
              
              
              
              
              180,000-
                Legal fees &
                expenses
              
              
              
              
              
              (13,615
              )-
                Loan conversion @ $0.30
              
              
              506,000
              
              
              151,800-
                Value of conversion feature
              
              
              
              
              
              (16,265
              )-
                Deemed interest on conversion
              
              
              
              
              
              6,283-
                Finders’ fee
              
              
              46,750
              
              
              14,025-
                Bonus shares
              
              
              
              
              
              17,857-
                Options exercised @ $0.25
              
              
              18,360
              
              
              4,590-
                Agent’s options exercised @ $0.65
              
              
              26,184
              
              
              17,020-
                Warrants exercised @ $0.15
              
              
              950,000
              
              
              142,500-
                Warrants exercised @ $0.23
              
              
              925,216
              
              
              212,800-
                Warrants exercised @ $0.12
              
              
              33,500
              
              
              10,050-
                Warrants exercised @ $0.30
              
              
              519,250
              
              
              155,775-
                Warrants exercised @ $0.35
              
              
              888,400
              
              
              310,940-
                Warrants exercised @ $0.23
              
              
              925,216
              
              
              212,800Balance
                at end of year
              
              
              11,605,112
              
              $
              15,475,260
 
 
 
 
 During
                  the year, the Company issued 800,000 units at a price of $0.18
                  per unit.
                  Each unit consists of one common share and one common share purchase
                  warrant entitling the holder to purchase an additional common share
                  at a
                  price of $0.23 per share for a period of one year. Subsequent to
                  the year
                  end, 200,000 of these warrants were exercised.
 
 During
                  the year, the Company issued 824,000 units at a price of $0.25
                  per unit.
                  Each unit consists of one common share and one common share purchase
                  warrant entitling the holder to purchase an additional common share
                  at a
                  price of $0.35 per share for a period of one year.
   
 47
   During the year, the Company engaged
                        Haywood Securities
                        Inc. (“Haywood”) to conduct a private placement of 2,000,000 units at a
                        price of $0.65 per unit. Each unit (a “Unit”) will consist of one common
                        share of the Company and one-half share purchase warrant.
                        Each full
                        warrant will entitle the holder to purchase one additional
                        common share of
                        the Company at a price per common share of $0.80 in the first
                        year and
                        $0.90 in the second year. Haywood will receive a commission
                        equal to 7.5%
                        of the proceeds of the offering, payable in cash or Units.
                        Haywood will
                        also receive warrants (the “Agent’s Warrants”) equal to 10% of the number
                        of Units sold under the offering, each Agent’s Warrant being convertible
                        into one Unit at a price of $0.65, and a corporate finance
                        fee of 30,000
                        Units for services rendered in connection with the offering.
 During
                  the prior year, the Company completed a private placement of 1
                  million
                  shares and 1 million share purchase warrants. Each share purchase
                  warrant
                  entitles the holder to purchase an additional common share for
                  $0.12 if
                  exercised on or before September 8, 2004 and $0.15 per share thereafter
                  up
                  to and including September 8, 2005. During the year, 50,000 of
                  those
                  warrants were exercised for proceeds of $6,000. Subsequent to the
                  year
                  end, an additional 200,000 warrants were exercised for proceeds
                  of
                  $30,000.
 
 **Stock
        Option Plan**
 
 The
        shareholders have approved a Stock Option Plan (the “Plan”) that provides for
        the issuance of up to 10% of the Company’s issued and outstanding shares to
        eligible employees, directors and services providers of the Company and its
        subsidiaries. The Plan authorizes the granting of options to purchase shares
        of
        the Company’s common stock at an option price equal to or greater than the
        closing price of the shares on the day preceding the award date. The options
        generally partially vest with the recipient at the time of granting, and
        have a
        maximum term of 5 years. As at March 31, 2005, all options were fully
        vested.
  
 The
        shareholders have approved a Stock Option Plan (the “Plan”) that provides for
        the issuance of up to 10% of the Company’s issued and outstanding shares to
        eligible employees, directors and services providers of the Company and its
        subsidiaries. The Plan authorizes the granting of options to purchase shares
        of
        the Company’s common stock at an option price equal to or greater than the
        closing price of the shares on the day preceding the award date. The options
        generally partially vest with the recipient at the time of granting, and
        have a
        maximum term of 5 years. As at December 31, 2004, all options were fully
        vested.
 
 **Revised
            Stock Option Plan** **June
            10, 2005**
 On
        Friday, June 10, 2005, at Rodinia’s annual general meeting, shareholders
        approved a new plan which provides for a fixed 20% of the Company’s issued and
        outstanding share capital to be set aside for incentive stock options. The
        new
        plan is subject to TSX acceptance.
  
 During
        the years ended December 31, 2004 and 2003, stock options were granted,
        exercised and expired/cancelled as follows:
   **2004**
              **2003**
 ****
              
              ****
              **Number**
                **of  Options**
              ****
              **Weighted
                  Average Price**
              ****
              **Number**
                **of  Options**
              ****
              **Weighted
                  Average Price**Balance
                - beginning of year
              
              
              
              273,360
              
              $
              0.25
              
              
              180,800
              
              $
              0.75Granted
              
              
              
              175,000
              
              $
              0.30
              
              
              273,360
              
              $
              0.2593,000
              
              $
              0.60120,000
              
              $
              1.00Exercised/expired
              
              
              
              (120,000)
              )
              $
              $0.25
              
              
              (180,800)
              )
              $
              0.75541,360
              
              $
              $0.49
              
              
              273,360
              
              $
              0.25
   
 48
 The
          number of options and the weighted average exercise price of options issued
          prior to 2003 have been adjusted to reflect the 1:5 rollback of shares.
 
 During
          the year ended December 31, 2004, the Company granted 388,000 stock options
          to
          directors and consultants. The fair value of these options have been estimated
          using the Black-Scholes option pricing model using a risk-free interest
          rate of
          2.0%, an expected life of 2-5 years, an imputed dividend yield of 0%, and
          a
          volatility assumption as indicated below:
 Number of
                  Options
              
              
              Exercise
                  Price
              
              Grant
                  Date
              
              
              Value
                  per share
              
              
              Total
                  Value
              Volatility Assumption175,000
              
              $
              0.30
              
              April
                  13, 2004
              
              $
              0.29
              
              $
              50,750
              134
              %96,000
              
              $
              0.60
              
              November
                  5, 2004
              
              $
              0.68
              
              
              63,420
              94
              %120,000
              
              $
              1.00
              
              November
                  29, 2004
              
              $
              0.58
              
              
              69,600
              100
              %$
              183,770
   During
        spring of 2005, the Company, pursuant to TSX Venture Exchange policies and
        the
        Company’s Stock Option Plan, an aggregate of 420,000 shares was granted as
        incentive stock options to directors and key employees at an exercise price
        of
        $1.25 per share. The options are exercisable for a period of two years, ending
        on March 20, 2007, and are subject to the requirements of the TSX Venture
        Exchange.
 
 **Stock
        Options**
 
 During
        the periods ended September 30, 2005 and 2004, stock options were granted,
        exercised and expired/cancelled as follows:
  2005
                2004
 Number of
                  options
              
              
              Weighted
                  Average Price
              Number
                  os Options
              
              
              Weighted
                  Average PriceBalance - beginning of year
              541,360
              
              $
              0.49
              273,360
              
              $
              0.25Granted
              820,000
              
              $
              0.81
              175,000
              
              $
              0.3093,000
              
              $
              0.60120,000
              
              $
              1.00Exercised/expired
              (18,360
              )
              $
              0.25
              (120,000
              )
              $
              0.251,343,000
              
              
              0.69
              541,360
              
              $
              0.49
 
 On
            September 21, 2005, the Company amended the exercise price of 540,000
            stock
            options; 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.
 
 During
            the period, the Company granted 820,000 stock options to directors and
            consultants. The fair value of these options have been estimated using
            the
            Black-Scholes option pricing model using a risk-free interest rate of
            2.0%, an
            expected life of 2 years, an imputed dividend yield of 0%, and a volatility
            assumption as indicated below:
 
  Number of
                    Options
                
                
                Exercise
                    Price
                
                Grant
                    Date
                
                
                Value
                    per share
                
                
                Total
                    Value
                Volatility Assumption175,000
                
                $
                0.30
                
                April
                    13, 2004
                
                $
                0.29
                
                $
                50,750
                134
                %96,000
                
                $
                0.60
                
                November
                    5, 2004
                
                $
                0.68
                
                
                63,420
                94
                %120,000
                
                $
                1.00
                
                November
                    29, 2004
                
                $
                0.58
                
                
                69,600
                100
                %$
                183,770
 
  49
  Number of
                    Options
                
                
                Exercise
                    Price
                
                Grant
                    Date
                
                
                Value
                    per share
                
                
                Total
                    Value
                
                Volatility Assumption420,000
                
                $
                1.25
                
                31-Mar-05
                
                $
                0.69
                
                $
                289,800
                
                69
                %400,000
                
                $
                0.70
                
                01-Sept-05
                
                $
                0.26
                
                
                104,000
                *
                62
                %$
                393,800
 
 *
        Based
        on the vesting policy, only 25% of the fair value ($26,000) of the 400,000
        options granted
        on September 1, 2005 has been charged to expenses.
 
 
 **Share
        Purchase Warrants**
 
 During
        the periods ended December 31, 2004 and 2003, warrants were granted, exercised
        and expired/cancelled
        as follows:
 **2004**
                  **2003**
 **Number of
                    options**
                ****
                ****
                **Weighted
                    Average Price**
                **Number
                    os Options**
                ****
                ****
                **Weighted
                    Average Price**Balance - beginning of year
                1,000,000
                
                $
                0.15
                150,000
                
                $
                3.33Granted
                925,216
                
                $
                0.23
                100,000,000
                
                $
                0.15888,400
                
                $
                0.35
                
                
                $Exercised/expired
                (50,000
                )
                $
                0.15
                (150,000
                )
                $
                3.332,763,616
                
                $
                0.49
                273,360
                
                $
                0.25
  
 Share
        Purchase Warrants, continued:
 
 During
        the periods ended September 30, 2005 and 2004, warrants were granted, exercised
        and expired/cancelled
        as follows:
   **2005**
                  **2004**
 **Number of
                    options**
                ****
                ****
                **Weighted
                    Average
                    Price**
                **Number
                    os Options**
                ****
                ****
                **Weighted
                    Average
                    Price**Balance
                  - beginning of year
                2,763,616
                
                $
                0.24
                950,000
                
                $
                0.15Granted
                552,750
                
                $
                0.30
                1,813,616
                
                $
                0.291,090,000
                
                $
                0.80
                
                
                $Agents’
                  option
                299,999
                
                $
                0.65
                (150,000
                )
                $
                3.33Exercised/expired
                (3,342,550
                )
                $
                0.251,363,815
                
                $
                0.78
                2,763,616
                
                $
                0.24
 
 
 
 **Contributed
        Surplus**
  **2004**
              
              ****
              **2005**Opening
                balance
              
              $
              73,857
              
              $
              -Loan
                conversion
              
              
              16,265
              
              
              -Employee
                and director stock
                options
              
              
              183,770
              
              
              73,857Closing
                balance
              
              $
              273,892
              
              $
              73,857
   
 50
 As
        of
        December 31, 2004, the Company has outstanding loans ($151,800 - accepted
        by the
        TSX on October 19, 2004) that are for a one-year term, unsecured and
        non-interest bearing. The lenders have the right to convert their loans into
        units at a deemed value of $0.30 per unit on the earlier of March 17, 2005
        or
        the Company graduating to Tier-2 of the TSX Venture Exchange. Each unit consists
        of one common share of the Company and one non-transferable share purchase
        warrant entitling the holder to purchase an additional share of the Company
        at
        an exercise price of $0.30 per share for a period of one year from the date
        of
        the loan. A finder’s fee of 46,750 shares valued at $14,025 is payable with
        respect to this transaction. As of December 31, 2004, $16,265 of the loan
        was
        classified as contributed surplus to recognize the value of the conversion
        feature of the loans.
 
 **B.** ***Memorandum
        and articles of association.***
 
 With
        respect to a director’s power to vote on a proposal, arrangement or contract in
        which the director is materially interested the Company’s Articles state as
        follows:
 
 **17.2
        Restrictions on Voting by Reason of Interest**
 
 A
        director who holds a disclosable interest in a contract or transaction into
        which the Company has entered is not entitled to vote on any directors’
resolution to approve that contract or transaction, unless all of the directors
        have a disclosable interest in that contract or transaction, in which case
        any
        or all of those directors may vote on such resolution.
 
 With
        respect to the directors’ power, in the absence of an independent quorum, to
        vote compensation to themselves or any members of their body the Company’s
        Articles state as follows:
 
 **13.5
        Remuneration of Directors**
 
 The
        remuneration of Directors shall be determined by a resolution of the General
        Meeting of Shareholders. That
        remuneration may be in addition to any salary or other remuneration paid
        to any
        officer or employee of the Company as such, who is also a director. If the
        directors so decide, the remuneration of the directors may be changed. Any
        changes to the remuneration of the directors will be determined by the
        shareholders and decided by a vote that takes place at the annual general
        meeting.
 
 
 With
        respect to borrowing powers exercisable by the directors and how such borrowing
        powers can be varied the Company’s Articles state as follows:
 
 **8.
        BORROWING POWERS**
 
 The
        Company, if authorized by the directors may:
 
 (1)
              borrow
                  money in the manner and amount, on the security, from the sources
                  on the
                  terms and condition that they consider
                  appropriate;
 (2)
              issue
                  bonds, debentures and other debt obligations either outright or
                  as
                  security for any liability or obligation of the Company or any
                  other
                  person and at such discounts or premiums and on such other terms
                  as they
                  consider appropriate;
 (3)
              guarantee
                  the repayment of money by any other person or the performance of
                  any
                  obligation of any other person; and
 (4)
              mortgage,
                  charge, whether by the way of specific or floating charge, grant
                  a
                  security interest in, or give other security on, the whole or any
                  part of
                  the present and future assets and undertaking of the
                  Company.
   
 51
 Any
        bonds
        or debentures or other debt obligations of the Company may be issued at a
        discount, premium or otherwise, and with any special privileges as to
        redemption, surrender, drawings, allotment of or conversion into or exchange
        for
        shares or other securities, attending and voting at general meetings of the
        Company, appointment of directors or otherwise and may by their terms be
        assignable free from any equities between the Company and the person to whom
        they were issued or any subsequent holder thereof, all as the directors may
        determine.
 
 The
        Company’s Articles do not set an age limit requirement with respect to the
        retirement or non-retirement of directors.
 
 With
        respect to the number of shares, if any, required for director’s qualification
        the Company’s Articles state as follows:
 
 **13.4
        Qualifications of Directors**
  A
          director is not required to hold a share in the capital of the Company
          as the
          qualification for his or her office but must be qualified as required by
          the *Business
          Corporations Act* to
          become, act or continue to act as a director.
  **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:
 
 **1.1.**
                    **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.
  **1.2.**
                    **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:
 
 **1.3.**
                    **10.3****Calling
                        of Meetings****of Shareholders**
  The
              directors may, whenever they think fit, call a meeting of
              shareholders.
  **1.4.**
                    **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.
  **1.5.**
                    **Record
                        Date for Notice**
  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
                    10.5.2otherwise,
                        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.
  
  **1.6.**
                    **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.
  **1.7.**
                    **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.
  **1.8.**
                    **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:
 
 **1.9.**
                    **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.
   
  **1.10.**
                    **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);
   
 52
 3.
              On
                  the “Closing Date”, $50,000 to Cooper;
 4.
                  The
                      funds necessary to initiate the preparatory work to carry out
                      the first
                      phase of the exploration program recommended in 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;
 
 5.
              An
                  aggregate US$2,000,000 in expenditures in connection with maintaining,
                  exploring, developing or equipping any one or more of the Claims
                  (or any
                  additional properties covered by section 6 of the QD&RRI (“Additional
                  Properties”)) for commercial production must be incurred as follows:
 
 i.
              on
                  or before the first anniversary of the date of this LoI, not less
                  than an
                  aggregate US$350,000;
 ii.
              on
                  or before the second anniversary of the date of this LoI, not less
                  than an
                  aggregate US$850,000;
 iii.
              on
                  or before the third anniversary of the date of this LoI, not less
                  than an
                  aggregate US$1,400,000;
 iv.
              on
                  or before the fourth anniversary of the date of this LoI, not less
                  than an
                  aggregate US$2,000,000;
  provided,
        that, until the earlier of (1) a minimum aggregate US$1 million of such
        expenditures has been incurred in respect of the Claims and (2) a bankable
        feasibility study has been received in respect of the Claims, such expenditures
        will only be incurred in respect of the Claims;
 
 6.
              On
                  the Closing Date, 2,500,000 of the Company’s Common Shares must be issued
                  to the direction of Cooper;
  7.
              On
                  the Closing Date, the Company must accept the subscription (at
                  a
                  subscription price of $10), by way of private placement subscription
                  agreement in standard form executed by the “Vendors”, for, and issue to
                  the “Vendors”, non-transferable share purchase warrants (the “Warrants”)
                  entitling the purchase by each of the two “Vendors” of 750,000 Common
                  Shares of the Company at a price per share equal to the greater
                  of (1)
                  $0.01 in excess of the closing price of the Company’s shares on the TSXV
                  on the day prior to the announcement of a “Transaction” (as that term is
                  defined in the Underlying Agreement), and (2) the price of any
                  financing
                  completed by the Company concurrently with the Transaction, exercisable
                  for a period of 5 years from the Closing Date; and
 
 8.
              On
                  the Closing Date, all of Cooper’s obligation under the Underlying
                  Agreement, including, without limitation, the obligation to make
                  Advance
                  Royalty Payments under the QD&RRI, must be assumed.
 
 The
        closing date will occur 5 business days after the last of the 3 following
        dates:
  i.
              Receipt
                  of TSX Venture Exchange (”TSVX”) acceptance for filing of the Company’s
                  graduation to Tier 1 on the TSVX;
 ii.
              Receipt
                  of discretionary order of the BC Securities Commission permitting
                  the
                  issuance of the Company’s shares to the directors of Cooper in
                  circumstances where the claims are being acquired by DPRI;
 iii.
              Receipt
                  of TSVX acceptance for filing of the claims as a “Tier 1 property”.
    53
 The
        Company has also agreed to a finder’s fee of up to 227,917 common shares in
        respect to this transaction if it closes.
  **D.** ***Exchange
        controls.***
 
 The
        following disclosure addresses provisions of the Investment Canada Act (the
        “ICA”), enacted on June 20, 1985, that are material to an investment in the
        Company.
 
 Canada
        has no system of exchange controls.  There are no exchange restrictions on
        borrowing from foreign countries nor on the remittance of dividends, interest,
        royalties and similar payments, management fees, loan repayments, settlement
        of
        trade debts or the repatriation of capital.
 
 The
        ICA
        requires prior notification to the Government of Canada on the “acquisition of
        control” of Canadian businesses by non-Canadians, as defined in the ICA.
 Certain acquisitions of control, discussed below, are reviewed by the
        Government of Canada.  The term “acquisition of control” is defined as any
        one or more non-Canadian persons acquiring all or substantially all of the
        assets used in the Canadian business, or the acquisition of the voting shares
        of
        a Canadian corporation carrying on the Canadian business or the acquisition
        of
        the voting interests of an entity controlling or carrying on the Canadian
        business.  The acquisition of the majority of the outstanding shares is
        deemed to be an “acquisition of control” of a corporation.  The acquisition
        of less than a majority, but one-third or more, of the voting shares of a
        corporation is presumed to be an “acquisition of control” of a corporation
        unless it can be established that the purchaser will not control the
        corporation.
 
 Investments
        requiring notification and review are all direct acquisitions of Canadian
        businesses with assets of $5,000,000 or more (subject to the comments below
        on
        WTO investors), and all indirect acquisitions of Canadian businesses (subject
        to
        the comments below on WTO investors) with assets of more than $50,000,000
        or
        with assets of between $5,000,000 and $50,000,000 which represent more than
        50%
        of the value of the total international transaction. In addition, specific
        acquisitions or new businesses in designated types of business activities
        related to Canada’s cultural heritage or national identity could be reviewed if
        the Government of Canada considers that it is in the public interest to do
        so.
 
 The
        ICA
        was amended with the implementation of the Agreement establishing the World
        Trade Organization (“WTO”) to provide for special review thresholds for “WTO
        investors”, as defined in the ICA.  “WTO investor” generally
        means:
 
 (a)
              an
                  individual, other than a Canadian, who is a national of a WTO member
                  (such
                  as, for example, the United States), or who has the right of permanent
                  residence in relation to that WTO
                  member;
 (b)
              governments
                  of WTO members; and
 (c)
              entities
                  that are not Canadian controlled, but which are WTO investor controlled,
                  as determined by rules specified in the
                  ICA.
 
 The
        special review thresholds for WTO investors do not apply, and the general
        rules
        described above do apply, to the acquisition of control of certain types
        of
        businesses specified in the ICA, including a business that is a “cultural
        business”.  If the WTO investor rules apply, an investment in the shares of
        the Corporation by or from a WTO investor will be reviewable only if it is
        an
        investment to acquire control of the Corporation and the value of the assets
        of
        the Corporation is equal to or greater than a specified amount (the “WTO Review
        Threshold”).  The WTO Review Threshold is adjusted annually by a formula
        relating to increases in the nominal gross domestic product of Canada.  For
        2005, the WTO Review Threshold was determined to be $250,000,000.
 
 54
 If
          any
          non-Canadian, whether or not a WTO investor, acquires control of the Corporation
          by the acquisition of shares, but the transaction is not reviewable as
          described
          above, the non-Canadian is required to notify the Canadian government and
          to
          provide certain basic information relating to the investment.  A
          non-Canadian, whether or not a WTO investor, is also required to provide
          a
          notice to the government on the establishment of a new Canadian business.
           If the business of the Corporation is then a prescribed type of business
          activity related to Canada’s cultural heritage or national identity, and if the
          Canadian government considers it to be in the public interest to do so,
          then the
          Canadian government may give a notice in writing within 21 days requiring
          the
          investment to be reviewed.
 
 For
          non-Canadians (other than WTO investors), an indirect acquisition of control,
          by
          the acquisition of voting interests of an entity that directly or indirectly
          controls the Corporation, is reviewable if the value of the assets of the
          Corporation is then $50,000,000 or more.  If the WTO investor rules apply,
          then this requirement does not apply to a WTO investor, or to a person
          acquiring
          the entity from a WTO investor.  Special rules specified in the ICA apply
          if the value of the assets of the Corporation is more than 50% of the value
          of
          the entity so acquired.  By these special rules, if the non-Canadian
          (whether or not a WTO investor) is acquiring control of an entity that
          directly
          or indirectly controls the Corporation, and the value of the assets of
          the
          Corporation and all other entities carrying on business in Canada, calculated
          in
          the manner provided in the ICA and the regulations under the ICA, is more
          than
          50% of the value, calculated in the manner provided in the ICA and the
          regulations under the ICA, of the assets of all entities, the control of
          which
          is acquired, directly or indirectly, in the transaction of which the acquisition
          of control of the Corporation forms a part, then the thresholds for a direct
          acquisition of control as discussed above will apply, that is, a WTO Review
          Threshold of $250,000,000 (in 2005) for a WTO investor or a threshold of
          $5,000,000 for a non-Canadian other than a WTO investor.  If the value
          exceeds that level, then the transaction must be reviewed in the same manner
          as
          a direct acquisition of control by the purchase of shares of the
          Corporation.
 
 If
          an
          investment is reviewable, an application for review in the form prescribed
          by
          the regulations is normally required to be filed with the Director appointed
          under the ICA (the “Director”) prior to the investment taking place and the
          investment may not be consummated until the review has been completed.
           There are, however, certain exceptions.  Applications concerning
          indirect acquisitions may be filed up to 30 days after the investment is
          consummated and applications concerning reviewable investments in
          culture-sensitive sectors are required upon receipt of a notice for review.
           In addition, the Minister (a person designated as such under the ICA) may
          permit an investment to be consummated prior to completion of the review,
          if he
          is satisfied that delay would cause undue hardship to the acquiror or jeopardize
          the operations of the Canadian business that is being acquired.  The
          Director will submit the application to the Minister, together with any
          other
          information or written undertakings given by the acquiror and any representation
          submitted to the Director by a province that is likely to be significantly
          affected by the investment.
 
 The
          Minister will then determine whether the investment is likely to be of
          net
          benefit to Canada, taking into account the information provided and having
          regard to certain factors of assessment where they are relevant.  Some of
          the factors to be considered are:
 
 (a)
                the
                    effect of the investment on the level and nature of economic
                    activity in
                    Canada, including the effect on employment, on resource processing,
                    and on
                    the utilization of parts, components and services produced in
                    Canada;
 (b)
                the
                    effect of the investment on exports from
                    Canada;
 (c)
                the
                    degree and significance of participation by Canadians in the
                    Canadian
                    business and in any industry in Canada of which it forms a
                    part;
 (d)
                the
                    effect of the investment on productivity, industrial efficiency,
                    technological development, product innovation and product variety
                    in
                    Canada;
 (e)
                the
                    effect of the investment on competition within any industry or
                    industries
                    in Canada;
 (f)
                the
                    compatibility of the investment with national industrial, economic
                    and
                    cultural policies;
 (g)
                the
                    compatibility of the investment with national industrial, economic
                    and
                    cultural policies taking into consideration industrial, economic
                    and
                    cultural objectives enunciated by the government or legislature
                    of any
                    province likely to be significantly affected by the investment;
                    and
 (h)
                the
                    contribution of the investment to Canada’s ability to compete in world
                    markets.
   
 55
 To
          ensure
          prompt review, the ICA sets certain time limits for the Director and the
          Minister. Within 45 days after a completed application has been received,
          the
          Minister must notify the acquirer that he is satisfied that the investment
          is
          likely to be of net benefit to Canada, or that he is unable to complete
          his
          review, in which case he shall have 30 additional days to complete his
          review
          (unless the acquirer agrees to a longer period), or he is not satisfied
          that the
          investment is likely to be of net benefit to Canada.
 
 Where
          the
          Minister has advised the acquirer that he is not satisfied that the investment
          is likely to be of net benefit to Canada, the acquirer has the right to
          make
          representations and submit undertakings within 30 days of the date of the
          notice
          (or any further period that is agreed upon between the acquirer and the
          Minister).  On the expiration of the 30 day period (or the agreed
          extension), the Minister must quickly notify the acquirer that he is now
          satisfied that the investment is likely to be of net benefit to Canada
          or that
          he is not satisfied that the investment is likely to be of net benefit
          to
          Canada.  In the latter case, the acquirer may not proceed with the
          investment or, if the investment has already been consummated, must divest
          itself of control of the Canadian business.
 
 The
          ICA
          provides civil remedies for non-compliance with any provision.  There are
          also criminal penalties for breach of confidentiality or providing false
          information.
 
 Except
          as
          provided in the ICA, there are no limitations under the laws of Canada,
          the
          Province of British Columbia or in any constituent documents of the Corporation
          on the right of non-Canadians to hold or vote the common shares of the
          Corporation.
 
 The
          ICA
          specifically exempts certain transactions from either notification or review.
           Included among this category of transactions is the acquisition of voting
          shares or other voting interests by any person in the ordinary course of
          that
          person’s business as a trader or dealer in securities.
 
 **E.** ***Taxation.***
  The
                following paragraphs set forth United States and Canadian income
                tax
                considerations about the ownership of shares of the Company. There
                may be
                relevant state, provincial or local income tax considerations, which
                are not
                discussed. 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.
  56
 ***U.S.
          Holders***
  As
          used
          herein, a “U.S. Holder” means a holder of common shares of the Company who is
          (i) a citizen or individual resident of the United States, (ii) a Company
          or
          partnership created or organized in or under the laws of the United States
          or of
          any political subdivision thereof, (iii) an estate whose income is taxable
          in
          the United states irrespective of source or (iv) a trust subject to the
          primary
          supervision of a court within the United States and control of a United
          States
          fiduciary as described Section 7701(a)(30) of the Code.  This summary does
          not address the tax consequences to, and U.S. Holder does not include,
          persons
          subject to specific provisions of federal income tax law, such as tax-exempt
          organizations, qualified retirement plans, individual retirement accounts
          and
          other tax-deferred accounts, financial institutions, insurance companies,
          real
          estate investment trusts, regulated investment companies, broker-dealers,
          persons or entities that have a “functional currency” other than the U.S.
          dollar, shareholders subject to the alternative minimum tax, shareholders
          who
          hold common shares as part of a straddle, hedging or a conversion transaction,
          constructive sale or other arrangement involving more than one position,
          and
          shareholders who acquired their common shares through the exercise of employee
          stock options or otherwise as compensation for services.  This summary is
          limited to U.S. Holders who own common shares as capital assets within
          the
          meaning of Section 1221 of the Code.  This summary does not address the
          consequences to a person or entity holding an interest in a shareholder
          or the
          consequences to a person of the ownership, exercise or disposition of any
          options, warrants or other rights to acquire common shares.
  ***Distribution
          on Common Shares of the Company***
  U.S.
          Holders receiving dividend distributions (including constructive dividends)
          with
          respect to common shares of the Company are required to include in gross
          income
          for United States federal income tax purposes the gross amount of such
          distributions equal to the U.S. dollar value of such distributions on the
          date
          of receipt (based on the exchange rate on such date) to the extent that
          the
          Company has current or accumulated earnings and profits, without reduction
          for
          any Canadian income tax withheld from such distributions.  Such Canadian
          tax withheld may be credited, subject to certain limitations, against the
          U.S.
          Holder’s federal income tax liability or, alternatively, may be deducted in
          computing the U.S. Holder’s federal taxable income by those who itemize
          deductions.  (See more detailed discussion at “Foreign Tax Credit” below).
 To the extent that distributions exceed current or accumulated earnings
          and profits of the Company, they will be treated first as a return of capital
          up
          to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain
          from the sale or exchange of the common shares.  Preferential tax rates for
          long-term capital gains are applicable to a U.S. Holder which is an individual,
          estate or trust.  There are currently no preferential tax rates for
          long-term capital gains for a U.S. Holder which is a Company.
 
 In
          the
          case of foreign currency received as a dividend that is not converted by
          the
          recipient into U.S. dollars on the date of receipt, a U.S. Holder will
          have a
          tax basis in the foreign currency equal to its U.S. dollar value on the
          date of
          receipt.  Generally any gain or loss recognized upon a subsequent sale or
          other disposition of the foreign currency, including the exchange for U.S.
          dollars, will be ordinary income or loss.  However, an individual whose
          realized gain does not exceed $200 will not recognize that gain, to the
          extent
          that there are no expenses associated with the transaction that meet the
          requirement for deductibility as a trade or business expense (other than
          travel
          expenses in connection with a business trip) or as an expense for the production
          of income.
   
 57
 Dividends
          paid on the common shares of the Company generally will not be eligible
          for the
          dividends received deduction provided to Companies receiving dividends
          from
          certain United States Companies.  A U.S. Holder which is a Company and
          which owns shares representing at least 10% of the voting power and value
          of the
          Company may, under certain circumstances, be entitled to a 70% (or 80%
          if the
          U.S. Holder owns shares representing at least 20% of the voting power and
          value
          of the Company) deduction of the United States source portion of dividends
          received from the Company (unless the Company qualifies as a “foreign personal
          holding company” or a “passive foreign investment Company,” as defined below).
 The availability of this deduction is subject to several complex
          limitations which are beyond the scope of this discussion.
 
 Certain
          information reporting and backup withholding rules may apply with respect
          to the
          Company’s common shares.  In particular, a payor or middleman within the
          U.S., or in certain cases outside the U.S., will be required to withhold
          31% of
          any payments to a holder of the Company’s common shares of dividends on, or
          proceeds from the sale of, such common shares within the U.S., unless the
          holder
          is an exempt recipient, if the holder fails to furnish its correct taxpayer
          identification number or otherwise fails to comply with, or establish an
          exemption from, the backup withholding tax requirements.  Any amounts
          withheld under the U.S. backup withholding tax rules will be allowed as
          a refund
          or a credit against the U.S. federal income tax liability, provided the
          required
          information is furnished to the IRS.  U.S. Holders are urged to consult
          their own tax counsel regarding the information reporting and backup withholding
          rules applicable to the Company’s common shares.
  ***Foreign
          Tax Credit***
  A
          U.S.
          Holder who pays (or has withheld from distributions) Canadian income tax
          with
          respect to the ownership of common shares of the Company may be entitled,
          at the
          option of the U.S. Holder, to either receive a deduction or a tax credit
          for
          such foreign tax paid or withheld.  Generally, it will be more advantageous
          to claim a credit because a credit reduces United States federal income
          taxes on
          a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s
          income subject to tax.  This election is made on a year-by-year basis and
          applies to all foreign taxes paid by (or withheld from) the U.S. Holder
          during
          that year.  There are significant and complex limitations which apply to
          the credit, among which is the general limitation that the credit cannot
          exceed
          the proportionate share of the U.S. Holder’s United States income tax liability
          that the U.S. Holder’s foreign sources income bears to his or its worldwide
          taxable income.  In the determination of the application of this
          limitation, the various items of income and deduction must be classified
          into
          foreign and domestic sources.  Complex rules govern this classification
          process.  In addition, this limitation is calculated separately with
          respect to specific classes of income such as “passive income,”“high withholding
          tax interest,”“financial services income,”“shipping income,” and certain other
          classifications of income.  Dividends distributed by the Company will
          generally constitute “passive income” or, in the case of certain U.S. Holders,
“financial services income” for these purposes.  In addition, U.S. Holders
          which are Companies that own 10% or more of the voting stock of the Company
          may
          be entitled to an “indirect” foreign tax credit under Section 902 with respect
          to payment of dividends by the Company under certain circumstances and
          subject
          to complex rules and limitations.  The availability of the foreign tax
          credit and the application of the limitations on the credit are fact specific,
          and U.S. Holders of common shares of the Company should consult their own
          tax
          advisors regarding their particular circumstances.
  ***Disposition
          of Common Shares of the Company***
    58
 A
          U.S.
          Holder will recognize gain or loss upon the sale of common shares of the
          Company
          equal to the difference, if any, between (i) the amount of cash plus the
          fair market value of any property received, and (ii) the shareholder’s tax
          basis in the common shares of the Company.  Preferential tax rates apply to
          long-term capital gains of U.S. Holders which are individuals, estates
          or
          trusts.  This gain or loss will be capital gain or loss if the common
          shares are a capital asset in the hands of the U.S. Holder, which will
          be
          long-term capital gain or loss if the common shares of the Company are
          held for
          more than one year. Deductions for net capital losses are subject to significant
          limitations.  For U.S. Holders which are not Companies, any unused portion
          of such net capital loss may be carried over to be used in later tax years
          until
          such net capital loss is thereby exhausted. For U.S. Holders that are Companies
          (other than Companies subject to Subchapter S of the Code), an unused net
          capital loss may be carried back three years and carried forward five years
          from
          the loss year to be offset against capital gains until such net capital
          loss is
          thereby exhausted.
  ***Other
          Considerations***
  In
          the
          following circumstances, the above sections of this discussion may not
          describe
          the United States federal income tax consequences resulting from the holding
          and
          disposition of common shares:
  **Foreign
          Personal Holding Company**
  If
          at any
          time during a taxable year (i) more than 50% of the total combined voting
          power
          or the total value of the Company’s outstanding shares is owned, directly or
          indirectly, by five or fewer individuals who are citizens or residents
          of the
          United States and (ii) 60% (50% in some circumstances) or more of the Company’s
          gross income for such year was “foreign personal holding Company.”  In that
          event, U.S. Holders that hold common shares would be required to include
          in
          gross income for such year their allocable portions of such passive income
          to
          the extent the Company does not actually distribute such income.  The
          Company does not believe that it currently qualifies as a foreign personal
          holding Company.  However, there can be no assurance that the Company will
          not be considered a foreign personal holding Company for the current or
          any
          future taxable year.
  **Foreign
          Investment Company**
  If
          50% or
          more of the combined voting power or total value of the Company’s outstanding
          shares is held, directly or indirectly, by citizens or residents of the
          United
          States, United States domestic partnerships or Companies, or estates or
          trusts
          other than foreign estates or trusts (as defined by the Code Section
          7701(a)(31)), and the Company is found to be engaged primarily in the business
          of investing, reinvesting, or trading in securities, commodities, or any
          interest therein, it is possible that the Company may be treated as a “foreign
          investment Company” as defined in Section 1246 of the Code, causing all or part
          of any gain realized by a U.S. Holder selling or exchanging common shares
          to be
          treated as ordinary income rather than capital gain.  The Company does not
          believe that it currently qualifies as a foreign investment Company.
 However, there can be no assurance that the Company will not be considered
          a foreign investment Company for the current or any future taxable year.
  **Passive
          Foreign Investment Company**
  Certain
          United States income tax legislation contains rules governing “passive foreign
          investment companies” (“PFIC”) which can have significant tax effects on U.S.
          Holders of foreign Companies.  These rules do not apply to non-U.S.
          Holders.  Section 1297 of the Code defines a PFIC as a Company that is not
          formed in the United States and, for any taxable year, either (i) 75% or
          more of
          its gross income is “passive income”, which includes interest, dividends and
          certain rents and royalties or (ii) the average percentage, by fair market
          value
          (or, if the Company is not publicly traded and either is a controlled foreign
          Company or makes an election, by adjusted tax basis) of its assets that
          produce
          or are held for the production of “passive income” is 50% or more.  If a
          foreign Company owns, directly or indirectly, at least 25% by value of
          the stock
          a second Company, then for purposes of the PFIC tests described above,
          the first
          Company will be treated as owning a proportionate share of the assets of,
          and as
          receiving a proportionate share of the income of, the second Company.
   
 59
 The
          Company believes that it qualified as a PFIC for the fiscal year ended
          December
          31, 2001 and may have qualified as a PFIC in prior years.  The Company may
          or may not qualify as a PFIC in subsequent years due to changes in its
          assets
          and business operations.  There can be no assurance that the Company’s
          determination concerning its PFIC status will not be challenged or that
          it will
          be able to satisfy record keeping requirements that will be imposed on
          a
          qualified electing fund (“QEF”).  Each U.S. Holder of the Company is urged
          to consult a tax advisor with respect to how the PFIC rules affect their
          tax
          situation.
 
 A
          U.S.
          Holder who holds stock in a foreign Company during any year in which such
          Company qualifies as a PFIC is subject to United States federal income
          taxation
          under one of two alternative tax regimes at the election of each such U.S.
          Holder.  The following is a discussion of such two alternative tax regimes
          applied to such U.S. Holders of the Company. In addition, special rules
          apply if
          a foreign Company qualifies as both a PFIC and a “controlled foreign Company”
(as defined below) and a U.S. Holder owns, actually or constructively,
          10% or
          more of the total combined voting power of all classes of s stock entitled
          to
          vote of such foreign Company (See more detailed discussion at “Controlled
          Foreign Company” below).
 
 A
          U.S.
          Holder who elects in a timely manner to treat the Company as a QEF (an
“Electing
          U.S. Holder”) will be subject, under Section 1293 of the Code, to current
          federal income tax for any taxable year in which the Company qualifies
          as a PFIC
          on his pro rata share of the Company’s (i) “net capital gain” (the excess of net
          long-term capital gain over net short-term capital loss), which will be
          taxed as
          long-term capital gain to the Electing U.S. Holder and (ii) “ordinary earnings”
(the excess of earnings and profits over net capital gain), which will
          be taxed
          as ordinary income to the Electing U.S. Holder, in each case, for the
          shareholder’s taxable year in which (or with which) the Company’s taxable year
          ends, regardless of whether such amounts are actually distributed.
 
 The
          effective QEF election also allows the Electing U.S. Holder to
          (i) generally treat any gain realized on the disposition of his Company
          common shares (or deemed to be realized on the pledge of his shares) as
          capital
          gain; (ii) treat his share of the Company’s net capital gain, if any, as
          long-term capital gain instead of ordinary income; and (iii) either avoid
          interest charges resulting from PFIC status altogether, or make an annual
          election, subject to certain limitations, to defer payment of current taxes
          on
          his share of the Company’s annual realized net capital gain and ordinary
          earnings subject, however, to an interest charge.  If the Electing U.S.
          Holder is not a Company, such an interest charge would be treated as “personal
          interest” that is not deductible.
 
 The
          procedure a U.S. Holder must comply with in making an effective QEF election
          will depend on whether the year of the election is the first year in the
          U.S.
          Holder’s holding period in which the Company is a PFIC.  If the U.S. Holder
          makes a QEF election in such first year, i.e., a timely QEF election, then
          the
          U.S. Holder may make the QEF election by simply filing the appropriate
          documents
          at the time the U.S. Holder files his tax return for such first year.  If,
          however, the Company qualified as a PFIC in a prior year, then in addition
          to
          filing documents, the U.S. Holder must elect to recognize (i) under the
          rules of Section 1291 of the Code (discussed herein), any gain that he
          would
          otherwise recognize if the U.S. Holder sold his stock on the qualification
          date
          or (ii) if the Company is a controlled foreign Company, the U.S. Holder’s
          pro rata share of the Company’s post-1986 earnings and profits as of the
          qualification date.  The qualification date is the first day of the
          Company’s first tax year in which the Company qualified as a QEF with respect to
          such U.S. Holder.  The elections to recognize such gain or earnings and
          profits can only be made if such U.S. Holder’s holding period for the common
          shares of the Company includes the qualification date.  By electing to
          recognize such gain or earnings and profits, the U.S. Holder will be deemed
          to
          have made a timely QEF election.  A U.S. Holder who made elections to
          recognize gain or earnings and profits after May 1, 1992 and before
          January 27, 1997 may, under certain circumstances, elect to change such
          U.S. Holder’s qualification date to the first day of the first QEF year.
 U.S. Holders are urged to consult a tax advisor regarding the availability
          of and procedure for electing to recognize gain or earnings and profits
          under
          the foregoing rules.
   60
 
 A
          QEF
          election, once made with respect to the Company, applies to the tax year
          for
          which it was made and to all subsequent tax years, unless the election
          is
          invalidated or terminated, or the IRS consents to revocation of the election.
          If
          a QEF election is made by a U.S. Holder and the Company ceases to qualify
          as a
          PFIC in a subsequent tax year, the QEF election will remain in effect,
          although
          not applicable, during those tax years in which the Company does not qualify
          as
          a PFIC.  Therefore, if the Company again qualifies as a PFIC in a
          subsequent tax year, the QEF election will be effective and the U.S. Holder
          will
          be subject to the rules described above for Electing U.S. Holders in such
          tax
          year and any subsequent tax years in which the Company qualifies as a PCIF.
           In addition, the QEF election remains in effect, although not applicable,
          with respect to an Electing U.S. Holder even after such U.S. Holder disposes
          of
          all of his or its direct and indirect interest in the shares of the Company
          qualifies as a PFIC.
  If
          a U.S.
          Holder does not make a timely QEF election during a year in which it holds
          (or
          is deemed to have held) the shares in question and the Company is a PFIC
          (a
“Non-electing U.S. Holder”), then special taxation rules under Section 1291 of
          the Code will apply to (i) gains realized on the disposition (or deemed to
          be realized by reasons of a pledge) of his Company common shares and
          (ii) certain “excess distributions”, (generally, distributions received in
          the current taxable year that are in excess of 125% of the average distributions
          received during the three preceding years or, if shorter, the U.S. Holder’s
          holding period) by the Company.
 
 A
          Non-electing U.S. Holder generally would be required to pro rate all gains
          realized on the disposition of his Company common shares and all excess
          distribution of his Company common shares over the entire holding period
          for the
          common shares.  All gains or excess distributions allocated to prior years
          of the U.S. Holder (other than years prior to the first taxable year of
          the
          Company during such U.S. Holder’s holding period and beginning after
          January 1, 1987 for which it was a PFIC) would be taxed at the highest tax
          rate for each such prior year applicable to ordinary income.  The
          Non-Electing U.S. Holder also would be liable for interest on the foregoing
          tax
          liability for each such prior year calculated as if such liability had
          been due
          with respect to each such prior year.  A Non-electing U.S. Holder that is
          not a Company must treat this interest charge as “personal interest” which, as
          discussed above, is wholly nondeductible.  The balance of the gain of the
          excess distribution will be treated as ordinary income in the year of the
          disposition or distribution, and no interest charge will be incurred with
          respect to such balance.
 
 If
          the
          Company is a PFIC for any taxable year during which a Non-electing U.S.
          Holder
          holds Company common shares, then the Company will continue to be treated
          as a
          PFIC with respect to such Company common shares, even if it is no longer
          definitionally a PFIC.  A Non-Electing U.S. Holder may terminate this
          deemed PFIC status by electing to recognize a gain (which will be taxed
          under
          the rules discussed above for Non-Electing U.S. Holders) as if such Company
          common shares had been sold on the last day of the last taxable year for
          which
          it was a PFIC.
 
 Effective
          for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders
          who hold, actually or constructively, marketable stock (as specifically
          defined
          in the Treasury Regulations) of a foreign Company that qualifies as a PFIC
          may
          annually elect to mark such stock to the market (a “mark-to-market election’).
 If such an election is made, such U.S. Holder will generally not be
          subject to the special taxation rules of Section 1291 discussed above.
           However, if the mark-to-market election is made by a Non-electing U.S.
          Holder after the beginning of the holding period for the PFIC stock, then
          the
          Section 1291 rules will apply to certain dispositions of, distributions
          on and
          other amounts taxable with respect to the Company common shares.  A U.S.
          Holder who makes the mark-to market election will include in income for
          the
          taxable year for which the election was made an amount equal to the excess,
          if
          any, of the fair market value of such shares as of the common shares of
          the
          Company as of the close of such tax year over such U.S. Holder’s adjusted basis
          in such common shares.  In addition, the U.s. Holder is allowed a deduction
          for the lesser of (i) the excess, if any, of such U.s. Holder’s adjusted tax
          basis in the common shares over the fair market value of such shares as
          of the
          close of the tax year, or (ii) the excess, if any of (A) the mark-to-market
          gains for the common shares in the Company included by such U.S. Holder
          for
          prior tax years, including any amount which would have been included for
          any
          prior tax year but for the Section 1291 interest on tax deferral rules
          discussed
          above with respect to Non-electing U.S. Holders, over (B) the mark-to-market
          loses for shares that were allowed as deductions for prior tax years.  A
          U.S. Holder’s adjusted tax basis in the common shares of the Company will be
          adjusted to reflect the amount included in or deducted from income as a
          result
          of a mark-to-market election.  A mark-to-market election applies to the
          taxable year in which the election is made and to each subsequent taxable
          year,
          unless the Company common shares cease to be marketable, as specifically
          defined, or the IRS consents to revocation of the election.  Because the
          IRS has not established procedures for making a mark-to-market election,
          U.S.
          Holders should consult their tax advisor regarding the manner of making
          such an
          election.
   61
 
 Under
          Section 1291(f) of the code, the IRS has issued Proposed Treasury Regulations
          that, subject to certain exceptions, would treat as taxable certain transfers
          of
          PFIC stock by Non-electing U.S. Holders that were generally not otherwise
          taxed,
          such as gifts, exchanges pursuant to corporate reorganizations, and transfers
          at
          death.  Generally, in such ceases the basis of the Company common shares in
          the hands of the transferee and the basis of any property received in exchange
          for those common shares would be increased by the amount of gain recognized.
           Under the Proposed Treasury Regulations, an Electing U.S. Holder would
          not
          be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant
          to corporate reorganizations, and transfers at death.  The transferee’s
          basis in this case will depend on the manner in which the common shares
          are
          transferred.  The specific tax effect to the U.S. Holder and the transferee
          may vary based on the manner in which the common shares are transferred.
           Each U.S. Holder of the Company is urged to consult a tax advisor with
          respect to how the PFIC rules affect their tax situation.
 
 Certain
          special, generally adverse, rules will apply with respect to Company common
          shares while the Company is a PFIC whether or not it is treated as a QEF.
           For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses
          PFIC stock as security for a loan (including a margin loan) will, except
          as may
          be provided in regulations, be treated as having made a taxable disposition
          of
          such shares.
  **Controlled
          Foreign Company**
  If
          more
          than 50% of the total combined voting power of all classes of shares entitled
          to
          vote or the total value of the shares of the Company is owned, actually
          or
          constructively, by citizens or residents of the United States, United States
          domestic partnerships and Companies or estates or trusts other than foreign
          estates or trusts (as defined by the Code Section 7701(a)(31)), each of
          whom
          own, actually or constructively, 10% or more of the total combined voting
          power
          of all classes of shares entitled to vote of the Company (“United States
          shareholder”), the Company could be treated as a controlled foreign Company
          (“CFC”) under Subpart F of the Code.  This classification would affect many
          complex results, one of which is the inclusion of certain income of a CFC
          which
          is subject to current U.S. tax.  The United States generally taxes a United
          States Shareholder of a CFC currently on their pro rata shares of the
          Subpart F income of the CFC.  Such United States Shareholders are
          generally treated as having received a current distribution out of the
          CFC’s
          Subpart F income and are also subject to current U.S. tax on their pro rata
          shares of the CFC’s earnings invested in U.S. property.  The foreign tax
          credit described above may reduce the U.S. tax on these amounts.  In
          addition, under Section 1248 of the Code, gain from the sale or exchange
          of
          shares by a U.S. Holder of common shares of the Company who is or was a
          United
          States Shareholder at any time during the five-year period ending with
          the sale
          or exchange is treated as ordinary income to the extent of earnings and
          profits
          of the Company attributable to the shares sold or exchanged.  If a foreign
          Company is both a PFIC and a CFC, the foreign Company generally will not
          be
          treated as a PFIC with respect to United States Shareholders of the CFC.
           This rule generally will be effective for taxable years of United States
          Shareholders beginning after 1997 and for taxable years of foreign Companies
          ending with or within such taxable years of United States Shareholders.
           Special rules apply to United States shareholders who are subject to the
          special taxation rules under Section 1291 discussed above with respect to a
          PFIC.  Because of the complexity of Subpart F, a more detailed review of
          these rules is outside of the scope of this discussion.  The Company does
          not believe that it currently qualifies as a CFC.  However, there can be no
          assurance that the Company will not be considered a CFC for the current
          or any
          future taxable year.
   62
 ***Canadian
          Federal Income Tax Consequences***
  The
          following is a general discussion of al material Canadian federal income
          tax
          consequences, under current law, generally applicable to (a “Holder”) of one or
          more common shares of Rodinia Minerals Inc. (the “Company”) who for the purposes
          of the Income Tax Act (Canada)(the “Act”) is a non-resident of Canada, holds his
          common shares as capital property and deals at arm’s length with the Company and
          is restricted to such circumstances.
  **Dividends**
  A
          Holder
          will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or
          such lower rate as may be available under an applicable tax treaty, of
          the gross
          amount of any dividend paid or deemed to be paid on his common shares.
           Under the 1995 Protocol amending the Canada-U.S. Income Tax Convention
          (1980) (the “Treaty”) the rate of Part XIII Tax applicable to a dividend on
          common shares paid to a Holder who is a resident of the United States is
          reduced
          from the 25% rate.  Under the Treaty, the Company will be required to
          withhold Part XIII Tax at 15% from each dividend so paid and remit the
          withheld
          amount directly to the Receiver General for Canada for the account of the
          Holder.  The 15% rate is further reduced to 5% if the shareholder is a
          Company owning at least 10% of the outstanding common shares of the
          Company.
  **Disposition
          of Common Shares**
  A
          Holder
          who disposes of a common share, including by deemed disposition on death,
          will
          not be subject to Canadian tax on any capital gain (or capital loss) thereby
          realized unless the common share constituted “taxable Canadian property” as
          defined by the Act.  Generally, a common share will not constitute taxable
          Canadian property of a Holder unless he held the common share as capital
          property used by him carrying on a business (other than an insurance business)
          in Canada, or he or persons with whom he did not deal at arm’s length alone or
          together held or held options to acquire, at any time within the five years
          preceding the disposition, 25% or more of the shares of any class of the
          capital
          stock of the Company.  The disposition of a common share that constitutes
“taxable Canadian property” of a Holder could also result in a capital loss,
          which can be used to reduce all taxable income (only that portion of taxable
          income derived from a capital gain).
 
 A
          capital
          gain occurs when proceeds from the disposition of a share of other capital
          property exceeds the original cost.  A capital loss occurs when the
          proceeds from the disposition of a share are less than the original cost.
           Under the Act, capital gain is effectively taxed at a lower rate as only
          50% of the gain is effectively included in the Holder’s taxable income.
   
 63
 A
          Holder
          who is a resident of the United States and realizes a capital gain on a
          disposition of a common share that was taxable Canadian property will
          nevertheless, by virtue of the Treaty, generally be exempt from Canadian
          tax
          thereon unless (a) more than 50% of the value of the common share is
          derived from, or forms an interest in, Canadian real estate, including
          Canadian
          mineral resource properties, (b) the common share formed part of the
          business property of a permanent establishment that the Holder has or had
          in
          Canada within the 12 months preceding disposition, or (c) the Holder
          (i) was a resident of Canada at any time within the 10 years immediately,
          and for a total of 120 months during the 20 years, preceding the disposition,
          and (ii) owned the common share when he ceased to be a resident in
          Canada.
 
 A
          Holder
          who is subject to Canadian tax in respect of a capital gain realized on
          disposition of a common share must include one half of the capital gain
          (taxable
          capital gain) in computing his taxable income earned in Canada.  The Holder
          may, subject to certain limitations, deduct one half of any capital loss
          (allowable capital loss) arising on disposition of taxable Canadian property
          from taxable gains realized in the year of disposition in respect to taxable
          Canadian property.  To the extent the capital loss is not deductible in the
          current year the taxpayer may deduct the capital loss (after taking into
          account
          the inclusion rate of a previous year) from such taxable capital gains
          of any of
          the three preceding years or any subsequent year.
 
 **F.** ***Dividends
          and paying agents.***
 
 The
          payment of dividends on the Shares of the Company is within the discretion
          of
          the Board of Directors and will depend upon the Company’s future earnings, its
          capital requirements, its financial condition, and other relevant factors.
           No dividends have been paid on any class of shares of the Company since
          the date of its incorporation and it is not contemplated that any dividends
          will
          be paid in the immediate or foreseeable future.
 
 **G.** ***Statement
          by experts.***
  Dr.
          J.H.
          Montgomery, Ph.D., P. Eng of Vancouver, British Columbia is cited as an
          expert
          in this statement and is the author of the included technical report attached
          as
          an exhibit. Dr. Montgomery is geological engineer and resides at 8606 Fremlin
          Street, Vancouver, B.C. He is a graduate of the University of British Columbia:
          B.SC. in 1959; M.Sc. in 1960 and Ph.D. in 1967. He has practiced in his
          profession since 1959, and is a member of the Association of Professional
          Engineers and Earth Science of British Columbia. He is also on the advisory
          board of the Canadian Institute of Gemology. On page 80 of the technical
          report,
          Dr. Montgomery consents to the Company using his report in this
          manner.
  N.I.
          Cameron Inc., Chartered Accountants, has audited the financial statements
          included in this statement. They are located at 475 Howe Street, Suite
          303,
          Vancouver, British Columbia V6C 2B3. N.I. Cameron, Inc., and its predecessor
          firm have been established in Vancouver since 1983.N.I. (“Nick”) Cameron, who
          heads N.I. Cameron, Inc., is a licensed Chartered Accountant practicing
          in
          British Columbia. He has met the requisite standards in education, experience,
          and evaluation required for licensing. The auditor consents to the Company
          using
          the audited financials.
 
 **H.** ***Documents
          on display.***
 
 The
          above
          contracts and documents respecting the Company may be inspected at the
          registered and records offices for the Company in the Province of British
          Columbia, located at 595 Howe Street Suite 600, Vancouver, British Columbia,
          V6C
          2T5.
    64
 
 The
          Company has filed with the Securities and Exchange Commission this registration
          statement Form 20-F, including exhibits, under the Securities and Exchange
          Act
          of 1934 with respect to the Company’s Common Shares.
 
 You
          may
          read and copy all or any portion of this registration statement Form 20-F
          and
          other information in our files in the Commission’s public reference room at 100
          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*** **.**
 
 During
          the year ending December 31, 2004, the Company issued 800,000 units at
          a price
          of $0.18 per unit. Each unit consists of one common share and one common
          share
          purchase warrant entitling the holder to purchase an additional common
          share at
          a price of $0.23 per share for a period of one year. Subsequent to the
          year end,
          200,000 of these warrants were exercised.
 
 During
          the year ending December 31, 2004,, the Company issued 824,000 units at
          a price
          of $0.25 per unit. Each unit consists of one common share and one common
          share
          purchase warrant entitling the holder to purchase an additional common
          share at
          a price of $0.35 per share for a period of one year.
 
 During
          the year ending December 31, 2004,, the Company engaged Haywood Securities
          Inc.
          (“Haywood”) to conduct a private placement of 2,000,000 units at a price of
          $0.65 per unit. Each unit (a “Unit”) will consist of one common share of the
          Company and one-half share purchase warrant. Each full warrant will entitle
          the
          holder to purchase one additional common share of the Company at a price
          per
          common share of $0.80 in the first year and $0.90 in the second year. Haywood
          will receive a commission equal to 7.5% of the proceeds of the offering,
          payable
          in cash or Units. Haywood will also receive warrants (the “Agent’s Warrants”)
          equal to 10% of the number of Units sold under the offering, each Agent’s
          Warrant being convertible into one Unit at a price of $0.65, and a corporate
          finance fee of 30,000 Units for services rendered in connection with the
          offering.
   65
 
 During
          the year ending December 31, 2003, the Company completed a private placement
          of
          1 million shares and 1 million share purchase warrants. Each share purchase
          warrant entitles the holder to purchase an additional common share for
          $0.12 if
          exercised on or before September 8, 2004 and $0.15 per share thereafter
          up to
          and including September 8, 2005. During the year, 50,000 of those warrants
          were
          exercised for proceeds of $6,000. Subsequent to the year end, an additional
          200,000 warrants were exercised for proceeds of $30,000.
 
 **Share
          Purchase Warrants**
   **2004**
                      **2003**
 **Number of
                        options**
                    ****
                    ****
                    **Weighted
                        Average
                        Price**
                    **Number
                        os Options**
                    ****
                    ****
                    **Weighted
                        Average
                        Price**Balance - beginning of year
                    1,000,000
                    
                    $
                    0.15
                    150,000
                    
                    $
                    3.33Granted
                    925,216
                    
                    $
                    0.23
                    100,000,000
                    
                    $
                    0.15888,400
                    
                    $
                    0.35
                    
                    
                    $Exercised/expired
                    (50,000
                    )
                    $
                    0.15
                    (150,000
                    )
                    $
                    3.332,763,616
                    
                    $
                    0.49
                    273,360
                    
                    $
                    0.25
 
 **C.** ***Other
          Securities*** **.**
 
 Not
          applicable
 
 **D.** ***American
          Depositary Shares*** **.**
 
 Not
          applicable
 
 
 **PART
          II**
 
 Not
          Applicable
 
 
 66
 **PART
            III**
 
 **Item
            17 and 18 Financial Statements.**
 
  67
  **RODINIA
                MINERALS INC.**
  **(FORMERLY
                DONNYBROOK RESOURCES INC.)**
  **CONSOLIDATED
                FINANCIAL STATEMENTS**
  **December
                31, 2004 and 2003**
   
  **AUDITORS’
                REPORT**
   **To
                the Shareholders of**
 **Rodinia
                Minerals Inc.**
 **(formerly
                Donnybrook Resources Inc.)**
   We
                have
                audited the consolidated balance sheet of Rodinia Minerals Inc. (formerly
                Donnybrook Resources Inc.) as at December 31, 2004 and December 31,
                2003 and the
                consolidated statements of income 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 audit.
   We
                conducted our audit in accordance with Canadian generally accepted
                auditing
                standards and with the standards of the Public Accounting Oversight
                Board of the
                United States. Those standards require that we plan and perform an
                audit to
                obtain reasonable assurance whether the consolidated 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,
                2004 and
                December 31, 2003 and the results of its operations and its cash
                flows for the
                years then ended in accordance with Canadian generally accepted accounting
                principles.
  *N.I.
                          Cameron Inc. (signed)*Vancouver,
                          British Columbia
                      CHARTERED
                          ACCOUNTANTSMarch
                          4, 2005(Except
                          for Note 13 which is June 1, 2005)
   
 
 68
 
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **CONSOLIDATED
                BALANCE SHEETS**
 **December
                31, 2004 and 2003**
  **ASSETS**2004
                      
                      2003**CURRENT**Cash
                      
                      $
                      69,493
                      
                      $
                      346Accounts receivable
                      
                      
                      2,844
                      
                      
                      306Prepaid expense
                      
                      
                      10,000
                      
                      
                      -82,337
                      
                      
                      652**RESOURCE
                          PROPERTIES**(Note
                          5)
                      
                      
                      374,281
                      
                      
                      -$
                      456,618
                      
                      $
                      652**LIABILITIES****CURRENT**Accounts payable (Note 9)
                      
                      $
                      139,220
                      
                      $
                      41,615Loans payable (Note 6)
                      
                      
                      135,535
                      
                      
                      675274,755
                      
                      
                      42,290**SHAREHOLDERS’
                          EQUITY (DEFICIT)****CAPITAL
                          STOCK**(Notes
                          5, 7 and 12)Authorized:100,000,000
                          common shares, without par valueIssued and fully paid:5,541,995 common shares (2003 - 3,683,595)
                      
                      
                      13,179,357
                      
                      
                      12,793,357**CONTRIBUTED
                          SURPLUS**(Note
                          8)
                      
                      
                      273,892
                      
                      
                      73,857**DEFICIT**
                      
                      
                      (13,271,386
                      )
                      
                      (12,908,852
                      )181,863
                      
                      
                      (41,638
                      )$
                      **456,618**
                      
                      $
                      652**SUBSEQUENT
                          EVENT**(Note
                          12)
  **APPROVED
                ON BEHALF OF THE BOARD:**
  */s/
                          Donald Morrison*
                      Director*/s/
                          Donald Mosher*
                      Director
  The
                accompanying notes are an integral part of these financial statements
  69
 
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **CONSOLIDATED
                STATEMENTS OF INCOME AND DEFICIT**
 **For
                the Years Ended December 31, 2004 and 2003**
  2004
                      
                      2003**REVENUE**Interest income
                      
                      $
                      1,035
                      
                      $
                      12**EXPENSES**Stock-based compensation (Note 7)
                      
                      $
                      183,770
                      
                      $
                      73,857Accounting and legal
                      
                      
                      65,051
                      
                      
                      12,263Management fees (Note 9)
                      
                      
                      35,500
                      
                      
                      28,264Filing fees and services
                      
                      
                      19,375
                      
                      
                      19,718Travel, promotion and shareholder
                          information
                      
                      
                      15,404
                      
                      
                      -Finder’s fee
                      
                      
                      14,025
                      
                      
                      -Consulting fees (Note 9)
                      
                      
                      11,623
                      
                      
                      -Office, rent and sundry
                      
                      
                      9,310
                      
                      
                      9,109Transfer agent fees
                      
                      
                      3,505
                      
                      
                      5,114Directors fees (Note 9)
                      
                      
                      3,000
                      
                      
                      -Communications
                      
                      
                      2,319
                      
                      
                      4,370Bank charges and interest
                      
                      
                      687
                      
                      
                      1,744363,569
                      
                      
                      154,439**NET
                          LOSS FOR THE YEAR**
                      
                      
                      (362,534
                      )
                      
                      (154,427
                      )**DEFICIT
                          AT BEGINNING OF YEAR**
                      
                      
                      (12,908,852
                      )
                      
                      (12,754,425
                      )**DEFICIT
                          AT END OF YEAR**
                      
                      $
                      (13,271,386
                      )
                      $
                      (12,908,852
                      )**Loss
                          per share**
                      
                      $
                      (0.08
                      )
                      $
                      (0.02
                      )
  The
                accompanying notes are an integral part of these financial statements.
  70
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **CONSOLIDATED
                STATEMENTS OF CASH FLOWS**
 **For
                the Years Ended December 31, 2004 and 2003**
  2004
                      
                      2003**OPERATING
                          ACTIVITIES**Net loss for the year
                      
                      $
                      (362,534
                      )
                      $
                      (154,427
                      )Add (deduct): items not involving cashStock-based
                          compensation
                      
                      
                      183,770
                      
                      
                      73,857(178,764
                      )
                      
                      (80,570
                      )Changes in non-cash working capital(Increase)
                          decrease in accounts receivable
                      
                      
                      (2,538
                      )
                      
                      1,058(Increase)
                          decrease in prepaid expense
                      
                      
                      (10,000
                      )Increase
                          (decrease) in accounts payable
                      
                      
                      97,605
                      
                      
                      (1,168
                      )Cash applied to operating activities
                      
                      
                      (93,697
                      )
                      
                      (80,680
                      )INVESTING
                          ACTIVITIESResource property recoveries
                          (expenditures)
                      
                      
                      (374,281
                      )
                      
                      -Cash provided by investing activities
                      
                      
                      (374,281
                      )
                      
                      -FINANCING
                          ACTIVITIESCapital stock issued for cash
                      
                      
                      386,000
                      
                      
                      120,000Increase (decrease) in loans payable
                      
                      
                      151,125
                      
                      
                      (39,925
                      )Cash provided by (applied to) financing
                          activities
                      
                      
                      537,125
                      
                      
                      80,075NET
                          INCREASE (DECREASE) IN CASH
                      
                      
                      69,147
                      
                      
                      (605
                      )DURING
                          THE YEARCASH
                          AT BEGINNING OF YEAR
                      
                      
                      346
                      
                      
                      951**CASH
                          AT END OF YEAR**
                      
                      $
                      69,493
                      
                      $
                      346
  The
                accompanying notes are an integral part of these financial statements.
  
 71
   **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **1.**
                      **CONSOLIDATION**These
                          financial statements include the accounts of the Company
                          and its
                          wholly-owned subsidiary. Donnybrook Platinum Resources
                          Inc. The subsidiary
                          was incorporated in the State of Wyoming, U.S.A. on December
                          15, 1999.**2.**
                      **CHANGE
                          OF NAME**Effective
                          August 13, 2003, the Company has changed its name from
                          Donnybrook
                          Resources Inc. to Rodinia Minerals Inc.**3.**
                      **NATURE
                          OF OPERATIONS**The
                          Company is in the business of exploring and acquiring its
                          resource
                          properties. As at December 31, 2004, the Company had signed
                          a Letter of
                          Intent for an option agreement to acquire a mineral property
                          in Arizona.The
                          recoverability of amounts shown for resource properties
                          and related
                          deferred costs is dependent upon the discovery of economically
                          recoverable
                          reserves, the ability of the Company to obtain necessary
                          financing to
                          complete the development and future profitable production
                          from the
                          properties or proceeds from disposition.**4.**
                      **SIGNIFICANT
                          ACCOUNTING POLICIES**The
                          financial statements of the Company have been prepared
                          in accordance with
                          Canadian generally accepted accounting principles. Because
                          a precise
                          determination of many assets and liabilities is dependent
                          upon future
                          events, the preparation of financial statements for a period
                          necessarily
                          involves the use of estimates, which have been made using
                          careful
                          judgement.The
                          financial statements have, in management’s opinion, been properly prepared
                          within reasonable limits of materiality and within the
                          framework of the
                          significant accounting policies summarized below:***(a)***
                      ***Resource
                          properties***Acquisition
                          costs of resource properties together with direct exploration
                          and
                          development expenditures thereon are deferred in the accounts.
                          When and if
                          production is attained, these costs will be amortized.
                          When deferred
                          expenditures on individual producing properties exceed
                          the estimated net
                          realizable value, the properties are written down to the
                          estimated value.
                          Costs relating to properties abandoned are written off
                          when the decision
                          to abandon is made.
 
 
 72
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **4.**
                      **SIGNIFICANT
                          ACCOUNTING POLICIES (Cont’d)*****(b)***
                      ***Going
                          concern***The
                          accompanying financial statements have been presented assuming
                          the Company
                          will continue as a going concern. At December 31, 2004,
                          the Company had
                          accumulated $13,271,386 in losses and had no revenue-producing
                          operations.
                          At the date of this report, the Company has almost no liquidity
                          and its
                          ability to continue as a going concern is dependent upon
                          its ability to
                          raise additional capital or merge with a revenue producing
                          venture
                          partner. These matters raise substantial doubt about the
                          Company’s ability
                          to continue as a going concern. No adjustments have been
                          made in the
                          accompanying financial statements to provide for this uncertainty.***(c)***
                      ***Stock-based
                          compensation***The
                          Company grants options in accordance with the policies
                          of the TSX Venture
                          Exchange. Effective January 1, 2002, the Company adopted
                          the new CICA
                          Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based
                          Payments”, of accounting for options and other stock-based compensation
                          payments. This section requires the adoption of the fair
                          value method
                          effective January 1, 2004 and encourages earlier adoption
                          of this
                          requirement. Accordingly, the Company has adopted, on a
                          prospective basis,
                          the fair value method of accounting for all options, warrants
                          and other
                          stock-based compensation payments issued during fiscal
                          2003.**5.**
                      **RESOURCE
                          PROPERTIES**Resource
                          properties consist of:
 
 **2004**
                      
                      **2003**Arizona
                            PropertyProperty deposit
                      
                      
                      
                      
                      $
                      42,500
                      
                      **$**
                      **-**Claims
                      
                      
                      
                      
                      
                      39,334
                      
                      
                      -Consulting
                      
                      
                      
                      
                      
                      56,705
                      
                      
                      -Site visits
                      
                      
                      
                      
                      
                      6,088
                      
                      
                      -Reports and maps
                      
                      
                      
                      
                      
                      12,712
                      
                      
                      -Staking program
                      
                      
                      
                      
                      
                      164,656
                      
                      
                      -Equipment rental
                      
                      
                      
                      
                      
                      34,398
                      
                      
                      -General and administration
                      
                      
                      
                      
                      
                      16,625
                      
                      
                      -Field expenses
                      
                      
                      
                      
                      
                      1,263
                      
                      
                      -Total
                          Resource Properties
                      
                      
                      
                      
                      $
                      374,281
                      
                      $
                      **-**
 
 
 73
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **5.**
                      **RESOURCE
                          PROPERTIES (Cont’d)**Arizona
                          PropertyOn
                          October 26, 2004 the Company entered into a Letter of Intent
                          with Cooper
                          Minerals, Inc. (“Cooper”) with the intention to enter into a formal option
                          agreement which will provide for the acquisition by the
                          Company, through
                          its wholly owned subsidiary, Donnybrook Platinum Resources
                          Inc, a Wyoming
                          corporation (“DPRI), of a 100% interest in the Workman Creek Uranium
                          Deposit Project. The Company has been granted the sole
                          and exclusive
                          irrevocable right and option to acquire, through DPRI,
                          a 100% interest in
                          and to the claims, subject only to a 3% NSR, and in and
                          to the data all on
                          the terms and subject to the conditions set forth. To exercise
                          the Option,
                          the following cash payments must be made at the times specified:1.
                      On
                          execution of the Letter of Intent (LoI), $42,500 to Cooper
                          (paid);2.
                      On
                          the earlier of (1) 60 days after the date of the LoI and
                          (2) 5 business
                          days after the acceptance by the TSXV of the Claims as
                          a “Tier 1
                          Property”, $42,500 to Cooper, as reimbursement of the balance of
                          expenses
                          (paid 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 the Report
                          must be
                          advanced to Cooper upon receipt by the Company of an acceptable
                          budget
                          with respect to such preparatory work, and the balance
                          of funds necessary
                          to carry out the first phase of such exploration program
                          (currently
                          estimated to be $200,000) must be advanced to Cooper within
                          5 business
                          days of receipt by the Company of copies of all permits
                          required to permit
                          the balance of such first phase to be carried out;5.
                      An
                          aggregate US$2,000,000 in expenditures in connection with
                          maintaining,
                          exploring, developing or equipping any one or more of the
                          Claims (or any
                          additional properties covered by section 6 of the QD&RRI (“Additional
                          Properties”)) for commercial production must be incurred as follows:i.
                      on
                          or before the first anniversary of the date of this LoI,
                          not less than an
                          aggregate US$350,000;ii.
                      on
                          or before the second anniversary of the date of this LoI,
                          not less than an
                          aggregate US$850,000;iii.
                      on
                          or before the third anniversary of the date of this LoI,
                          not less than an
                          aggregate US$1,400,000;iv.
                      on
                          or before the fourth anniversary of the date of this LoI,
                          not less than an
                          aggregate US$2,000,000;provided,
                          that, until the earlier of (1) a minimum aggregate US$1
                          million of such
                          expenditures has been incurred in respect of the Claims
                          and (2) a bankable
                          feasibility study has been received in respect of the Claims,
                          such
                          expenditures will only be incurred in respect of the Claims;6.
                      On
                          the Closing Date, 2,500,000 of the Company’s Common Shares must be issued
                          to the direction of Cooper;
 
 
 74
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **5.**
                      **RESOURCE
                          PROPERTIES (Cont’d)**Arizona
                          Property(cont’d)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; and8.
                      On
                          the Closing Date, all of Cooper’s obligation under the Underlying
                          Agreement, including, without limitation, the obligation
                          to make Advance
                          Royalty Payments under the QD&RRI, must be assumed.The
                          closing date will occur 5 business days after the last
                          of the 3 following
                          dates:i.
                      Receipt
                          of TSX Venture Exchange (”TSVX”) acceptance for filing of the Company’s
                          graduation to Tier 1 on the TSVX;ii.
                      Receipt
                          of discretionary order of the BC Securities Commission
                          permitting the
                          issuance of the Company’s shares to the directors of Cooper in
                          circumstances where the claims are being acquired by DPRI;iii.
                      Receipt
                          of TSVX acceptance for filing of the claims as a “Tier 1 property”.The
                          Company has also agreed to a finder’s fee of up to 227,917 common shares
                          in respect to this transaction if it closes.During
                          the year, the Company staked an additional 161 mineral
                          claims in the same
                          area.**6.**
                      **LOANS
                          PAYABLE**
 
 2004
                      
                      2003Unsecured
                          bridge loan payable, due on demand
                      
                      $
                      -
                      
                      $
                      -Unsecured
                          loans payable, non-interest bearing,no
                          specified terms of repayment
                      
                      
                      135,535
                      
                      
                      675$
                      135,535
                      
                      $
                      675
 
 The
                          loans ($151,800 - accepted by the TSX on October 19, 2004)
                          are for a one
                          year term, unsecured and non-interest bearing. The lenders
                          have the right
                          to convert their loans into units at a deemed value of
                          $0.30 per unit on
                          the earlier of March 17, 2005 or the Company graduating
                          to Tier-2 of the
                          TSX Venture Exchange. Each unit consists of one common
                          share of the
                          Company and one non-transferable share purchase warrant
                          entitling the
                          holder to purchase an additional share of the Company at
                          an exercise price
                          of $0.30 per share for a period of one year from the date
                          of the loan. A
                          finder’s fee of 46,750 shares valued at $14,025 is payable with
                          respect to
                          this transaction.
                        
                        As
                          of December 31, 2004, $16,265 of the loan was classified
                          as contributed
                          surplus to recognize the value of the conversion feature
                          of the
                          loans
 
 75
 
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **7.**
                      **CAPITAL
                          STOCK**(a)
                      Changes
                          in capital stock during the years ended December 31 were
                          as follows:
 
 **2004**
                      ****
                      **2003**
                      ********
                      **Number
                          of**
                      ****
                      ****
                      ****
                      **Number
                          of**
                      ****
                      ****
                      ********
                      **Shares**
                      ****
                      **Amount**
                      ****
                      **Shares**
                      ****
                      ******Amount****Balance,
                          beginning of year**
                      
                      
                      3,683,595
                      
                      $
                      12,793,357
                      
                      
                      13,017,975
                      
                      $
                      12,613,357**Issued
                          during the year:**-
                          debt settlement
                      
                      
                      
                      
                      
                      
                      
                      
                      400,000
                      
                      
                      60,00013,417,975
                      
                      
                      12,673,357-
                          1:5 share rollback
                      
                      
                      
                      
                      
                      
                      
                      
                      (10,734,380
                      )
                      
                      -For
                          cash-
                          Private Placement @ $0.18
                      
                      
                      800,000
                      
                      
                      144,000
                      
                      
                      1,000,000
                      
                      
                      120,000-
                          Private Placement @ $0.25
                      
                      
                      824,000
                      
                      
                      206,000-
                          Finders’ fee
                      
                      
                      64,400-
                          Options exercised @ $0.25
                      
                      
                      120,000
                      
                      
                      30,000-
                          Warrants exercised @ $0.12
                      
                      
                      50,000
                      
                      
                      6,000Balance
                          at end of year
                      
                      
                      5,541,995
                      
                      $
                      13,179,357
                      
                      
                      3,683,595
                      
                      $
                      12,793,357
 
 (b)
                      During
                          the year, the Company issued 800,000 units at a price of
                          $0.18 per unit.
                          Each unit consists of one common share and one common share
                          purchase
                          warrant entitling the holder to purchase an additional
                          common share at a
                          price of $0.23 per share for a period of one year. Subsequent
                          to the year
                          end, 200,000 of these warrants were exercised.(c)
                      During
                          the year, the Company issued 824,000 units at a price of
                          $0.25 per unit.
                          Each unit consists of one common share and one common share
                          purchase
                          warrant entitling the holder to purchase an additional
                          common share at a
                          price of $0.35 per share for a period of one year.(d)
                      During
                          the year, the Company engaged Haywood Securities Inc. (“Haywood”) to
                          conduct a brokered private placement of 2,000,000 units
                          at a price of
                          $0.65 per unit. Each unit (a “Unit”) will consist of one common share of
                          the Company and one-half share purchase warrant. Each full
                          warrant will
                          entitle the holder to purchase one additional common share
                          of the Company
                          at a price per common share of $0.80 in the first year
                          and $0.90 in the
                          second year. Haywood will receive a commission equal to
                          7.5% of the
                          proceeds of the offering, payable in cash or Units. Haywood
                          will also
                          receive warrants (the “Agent’s Warrants”) equal to 10% of the number of
                          Units sold under the offering, each Agent’s Warrant being convertible into
                          one Unit at a price of $0.65, and a corporate finance fee
                          of 30,000 Units
                          for services rendered in connection with the offering.
  
 76
 
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **7.**
                      **CAPITAL
                          STOCK (Cont’d)**(e)
                      During
                          the prior year, the Company completed a private placement
                          of 1 million
                          shares and 1 million share purchase warrants. Each share
                          purchase warrant
                          entitles the holder to purchase an additional common share
                          for $0.12 if
                          exercised on or before September 8, 2004 and $0.15 per
                          share thereafter up
                          to and including September 8, 2005. During the year, 50,000
                          of those
                          warrants were exercised for proceeds of $6,000. Subsequent
                          to the year
                          end, an additional 200,000 warrants were exercised for
                          proceeds of
                          $30,000.(f)
                      Stock
                          Option PlanThe
                          shareholders have approved a Stock Option Plan (the “Plan”) that provides
                          for the issuance of up to 10% of the Company’s issued and outstanding
                          shares to eligible employees, directors and services providers
                          of the
                          Company and its subsidiaries. The Plan authorizes the granting
                          of options
                          to purchase shares of the Company’s common stock at an option price equal
                          to or greater than the closing price of the shares on the
                          day preceding
                          the award date. The options generally partially vest with
                          the recipient at
                          the time of granting, and have a maximum term of 5 years.
                          As at December
                          31, 2004, all options were fully vested.(g)
                      Stock
                          OptionsDuring
                          the years ended December 31, 2004 and 2003, stock options
                          were granted,
                          exercised and expired/cancelled as follows:
 
 **2004**
                      
                      **2003****Weighted**
                      
                      
                      ****
                      **Weighted**
                      ********
                      **Number
                          of**
                      ****
                      **Average**
                      ****
                      **Number
                          of**
                      ****
                      **Average**
                      ********
                      **Options**
                      ****
                      **Price**
                      ****
                      **Options**
                      ****
                      **Price**Balance
                          - beginning of year
                      
                      
                      273,360
                      
                      $
                      0.25
                      
                      
                      180,800
                      
                      $
                      0.75Granted
                      
                      
                      175,000
                      
                      $
                      0.30
                      
                      
                      273,360
                      
                      $
                      0.2593,000
                      
                      $
                      0.60120,000
                      
                      $
                      1.00Exercised/expired
                      
                      
                      (120,000
                      )
                      $
                      0.25
                      
                      
                      (180,800
                      )
                      $
                      0.75541,360
                      
                      $
                      0.49
                      
                      
                      273,360
                      
                      $
                      0.25
 
 The
                          number of options and the weighted average exercise price
                          of options
                          issued prior to 2003 have been adjusted to reflect the
                          1:5 rollback of
                          shares.
 
 77
 
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **7.**
                      **CAPITAL
                          STOCK (Cont’d)**(g)
                      Stock
                          Options (cont’d)During
                          the year ended December 31, 2004, the Company granted 388,000
                          stock
                          options to directors and consultants. The fair value of
                          these options have
                          been estimated using the Black- Scholes option pricing
                          model using a
                          risk-free interest rate of 2.0%, an expected life of 2-5
                          years, an imputed
                          dividend yield of 0%, and a volatility assumption as indicated
                          below:
 
 Number
                      
                      Exercise
                      
                      Grant
                      
                      Value
                      
                      
                      Total
                      
                      Volatilityof
                          Options
                      
                      Price
                      
                      Date
                      
                      per
                          share
                      
                      
                      Value
                      
                      Assumption175,000
                      
                      $0.30
                      
                      April
                          13, 2004
                      
                      $0.29
                      
                      $
                      50,750
                      
                      134%96,000
                      
                      $0.60
                      
                      November
                          5, 2004
                      
                      $0.68
                      
                      
                      63,420
                      
                      94%120,000
                      
                      $1.00
                      
                      November
                          29, 2004
                      
                      $0.58
                      
                      
                      69,600
                      
                      100%$
                      183,770
 
 (h)
                      Share
                          Purchase Warrants
 
 2004
                      
                      2003Number
                          of
                      
                      Weighted
                      
                      Number
                          of
                      
                      WeightedWarrants
                      
                      Average
                      
                      Warrants
                      
                      AveragePrice
                      
                      
                      
                      PriceBalance
                          - beginning of year
                      1,000,000
                      
                      $0.15
                      
                      150,000
                      
                      $3.33Granted
                      925,216
                      
                      $0.23
                      
                      1,000,000
                      
                      $0.15888,400
                      
                      $0.35Exercised/expired
                      (50,000
                      )
                      $0.15
                      
                      (150,000
                      )
                      $3.332,763,616
                      
                      $0.24
                      
                      1,000,000
                      
                      $0.15
 
 **8.**
                      **CONTRIBUTED
                          SURPLUS**
 
 2004
                      
                      
                      2003Opening
                          balance
                      $
                      73,857
                      
                      $
                      -Loan
                          conversion (Note 6)
                      
                      16,265
                      
                      
                      -Employee
                          and director stock options
                      
                      183,770
                      
                      
                      73,857Closing
                          balance
                      $
                      273,892
                      
                      $
                      73,857
 
 **9.**
                      **RELATED
                          PARTY TRANSACTIONS**During
                          the year, 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. The transactions were recorded
                          at the
                          exchange amount.Included
                          in accounts payable is $Nil (2003 - $18,200) payable to
                          a director.
  
 78
 
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **10.**
                      **FINANCIAL
                          INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK**The
                          Company’s financial instruments consist of cash, accounts receivable,
                          accounts payable and loans payable. It is management’s opinion that the
                          Company is not exposed to significant interest, currency
                          or credit risks
                          arising from these financial instruments. The fair values
                          of these
                          financial instruments approximate their carrying value.**11.**
                      **INCOME
                          TAXES**The
                          Company has non-capital loss carry forwards available to
                          reduce future
                          taxable income as follows:
 
 Year
                          of Expiry
                      
                      Amount2005
                      
                      177,5122006
                      
                      205,7102007
                      
                      248,3522008
                      
                      106,3472009
                      
                      96,3122010
                      
                      80,5932014
                      
                      178,785$
                      1,093,611
 
 The
                          possible tax benefit of these losses is not reflected in
                          these financial
                          statements.The
                          Company has filed tax returns showing Canadian Exploration
                          Expenditures
                          totaling $1,105,663 and Canadian Development Expenditures
                          totaling
                          $1,248,697, which are available to reduce future income
                          taxes.**12.**
                      **SUBSEQUENT
                          EVENTS**Subsequent
                          to the year-end, the Company arranged a $75,000 loan. The
                          loan is for a
                          period of 30 days and bears an interest rate of 10% per
                          annum.This
                          is an arm’s length transaction. A finder's fee of $7,500 will apply
                          in
                          accordance with TSX Venture Exchange (the “Exchange”) policies. In
                          addition, for providing this facility to the Company, the
                          lender will
                          receive a bonus of 17,857 common shares, in the maximum
                          number allowed by
                          Exchange policies.The
                          funds will be used for working capital purposes and it
                          is anticipated that
                          the loan will be repaid out of the proceeds of the Company’s private
                          placement announced November 24, 2004. The private placement
                          forms part of
                          the Company’s reactivation application which is currently being reviewed
                          by the Exchange.On
                          March 2, 2005, the $75,000 loan was paid off.Also
                          subsequent to the period, the Company closed on the private
                          placement of 2
                          million shares for gross proceeds of $1,300,000 (See Note
                          7d).
 
 
 79
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **13.**
                      **RECONCILIATION
                          OF CANADIAN AND UNITED STATES GAAP**These
                          financial statements are prepared in accordance with Canadian
                          generally
                          accepted accounting principles (Canadian GAAP). Differences
                          as at December
                          31, 2004 between Canadian GAAP and United States generally
                          accepted
                          accounting principles (U.S. GAAP) are described below,
                          with the financial
                          statement disclosure restated from Canadian GAAP with adjustments
                          shown to
                          conform to U.S. GAAP.
 
 **RODINIA
                          MINERALS INC.****BALANCE
                          SHEET****December
                          31, 2004****(An
                          Exploration Stage Enterprise)****2004**
                      
                      
                      
                      
                      
                      **2003****Canadian**
                      
                      **Adjustments**
                      
                      **U.S.
                          GAAP**
                      
                      **Canadian**
                      
                      **Adjustments**
                      
                      **U.S.
                          GAAP****GAAP**
                      
                      **to
                          arrive at**
                      
                      
                      
                      **GAAP**
                      
                      **to
                          arrive at****U.S.
                          GAAP**
                      
                      
                      
                      
                      
                      **U.S.
                          GAAP****ASSETS**$
                      
                      $
                      
                      $
                      
                      $
                      
                      $
                      
                      $**CURRENT**Cash
                      69,493
                      
                      -
                      
                      69,493
                      
                      346
                      
                      -
                      
                      346Accounts receivable
                      2,844
                      
                      -
                      
                      2,844
                      
                      306
                      
                      -
                      
                      306Prepaid expense
                      10,000
                      
                      -
                      
                      10,000
                      
                      -
                      
                      -
                      
                      -82,337
                      
                      
                      
                      82,337
                      
                      652
                      
                      
                      
                      652**RESOURCE
                          PROPERTIES**
                      374,281
                      
                      (374,281
                      )
                      -
                      
                      -
                      
                      -
                      
                      -456,618
                      
                      (374,281
                      )
                      82,337
                      
                      652
                      
                      -
                      
                      652**LIABILITIES****CURRENT**Accounts payable
                      139,220
                      
                      -
                      
                      139,220
                      
                      41,615
                      
                      -
                      
                      41,615Loan payable
                      135,535
                      
                      -
                      
                      135,535
                      
                      675
                      
                      -
                      
                      675274,755
                      
                      -
                      
                      274,755
                      
                      42,290
                      
                      -
                      
                      42,290**SHAREHOLDERS’
                          EQUITY (DEFICIT)****CAPITAL
                          STOCK**Authorized: 100,000,000common shares withoutpar value
                      13,179,357
                      
                      -
                      
                      13,179,357
                      
                      12,793,357
                      
                      -
                      
                      12,793,357Issued: 5,541,995 shares(2003 - 3,683,595 shares)**Contributed
                          surplus**
                      273,892
                      
                      239,830
                      
                      513,722
                      
                      73,857
                      
                      239,830
                      
                      313,687**DEFICIT
                          accumulated****during
                          the exploration stage**
                      (13,271,386
                      )
                      (614,111
                      )
                      (13,885,497
                      )
                      (12,908,852
                      )
                      (239,830
                      )
                      (13,148,682
                      )181,863
                      
                      (374,281
                      )
                      (192,418
                      )
                      (41,638
                      )
                      -
                      
                      (41,638
                      )456,618
                      
                      (374,281
                      )
                      82,337
                      
                      652
                      
                      -
                      
                      652
 
  80
 **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **13.**
                      **RECONCILIATION
                          OF CANADIAN AND UNITED STATES GAAP**
  **RODINIA
                MINERALS INC.**
 **STATEMENT
                OF INCOME AND DEFICIT**
 **For
                the Years Ended December 31, 2004 and 2003**
 **(An
                Exploration Stage Enterprise)**
  **2004**
                      
                      
                      
                      
                      
                      **2003****Canadian**
                      
                      **Adjustments**
                      
                      **U.S.
                          GAAP**
                      
                      **Canadian**
                      
                      **Adjustments**
                      
                      **U.S.
                          GAAP****GAAP**
                      
                      **to
                          arrive at**
                      
                      
                      
                      **GAAP**
                      
                      **to
                          arrive at****U.S.
                          GAAP**
                      
                      
                      
                      
                      
                      **U.S.
                          GAAP**$
                      
                      $
                      
                      $
                      
                      $
                      
                      $
                      
                      $**REVENUE**Interest
                      1,035
                      
                      -
                      
                      1,035
                      
                      12
                      
                      -
                      
                      12**EXPENSES**Accounting and audit
                      65,051
                      
                      -
                      
                      65,051
                      
                      12,263
                      
                      -
                      
                      12,263Bank charges and interest
                      687
                      
                      -
                      
                      687
                      
                      1,744
                      
                      -
                      
                      1,744Communications
                      2,319
                      
                      
                      
                      2,319
                      
                      4,370
                      
                      
                      
                      4,370Consulting fees
                      11,623
                      
                      -
                      
                      11,623
                      
                      -
                      
                      -
                      
                      -Directors’ fees
                      3,000
                      
                      -
                      
                      3,000
                      
                      -
                      
                      -
                      
                      -Filing fees
                      19,375
                      
                      -
                      
                      19,375
                      
                      19,718
                      
                      -
                      
                      19,718Finder’s fees
                      14,025
                      
                      -
                      
                      14,025
                      
                      -
                      
                      -
                      
                      -Management fees
                      35,500
                      
                      -
                      
                      35,500
                      
                      28,264
                      
                      -
                      
                      28,264Office and printing
                      9,310
                      
                      -
                      
                      9,310
                      
                      9,109
                      
                      -
                      
                      9,109Transfer agent fees
                      3,505
                      
                      -
                      
                      3,505
                      
                      5,114
                      
                      -
                      
                      5,114Travel, promotion &shareholders’ information
                      15,404
                      
                      -
                      
                      15,404
                      
                      -
                      
                      -
                      
                      -Explorationexpense/recoveries
                      
                      
                      374,281
                      
                      374,281
                      
                      -
                      
                      -
                      
                      -Stock-based compensation
                      183,770
                      
                      
                      
                      183,770
                      
                      73,857
                      
                      -
                      
                      73,857363,569
                      
                      374,281
                      
                      737,850
                      
                      154,439
                      
                      -
                      
                      154,439**LOSS
                          for the year**
                      (362,534
                      )
                      (374,281
                      )
                      (736,815
                      )
                      (154,427
                      )
                      -
                      
                      (154,427
                      )**DEFICIT,
                          Beginning of the****year**
                      (12,908,852
                      )
                      (239,830
                      )
                      (13,148,682
                      )
                      (12,754,425
                      )
                      (239,830
                      )
                      (12,994,255
                      )**DEFICIT,
                          End of the year**
                      (13,271,386
                      )
                      (614,111
                      )
                      (13,885,497
                      )
                      (12,908,852
                      )
                      (239,830
                      )
                      (13,148,682
                      )**LOSS
                          PER SHARE**
                      (0.08
                      )
                      -
                      
                      (0.16
                      )
                      (0.02
                      )
                      -
                      
                      (0.02
                      )
 
 
 81
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
   **13.**
                      **RECONCILIATION
                          OF CANADIAN AND UNITED STATES GAAP**
  **RODINIA
                MINERALS INC.**
 **STATEMENT
                OF STOCKHOLDERS’ EQUITY**
 **For
                the Years Ended December 31, 2004 and 2003**
 **(An
                Exploration Stage Enterprise)**
 **(U.S.
                GAAP Only)**
  Number
                            of
                          Common
                          Shares
                        
                        Total
                            Capital
                          Stock
                        
                        Retained
                          Earnings
                        
                        Shares
                          Subscribed
                          Not
                            Issued
                        
                        Contributed
                          Surplus
                        
                        Total
                          Shareholders'
                          EquityBalance.
                            End of the YearDecember
                            31, 2002
                        
                        
                        2,603,495
                        
                        $
                        12,613,357
                        
                        $
                        (12,944,255
                        )
                        $
                        -
                        
                        $
                        239,830
                        
                        $
                        (141,068
                        )Transactions
                            during the year-
                            Debt settlement
                        
                        
                        80,000
                        
                        $
                        60,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        60,000-
                            Private Placement
                        
                        
                        1,000,000
                        
                        $
                        120,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        120,000-
                            Contributed surplus
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        73,857
                        
                        $
                        73,857-Net
                            income for the year
                        
                        
                        
                        
                        
                        
                        
                        $
                        (154,427
                        )
                        
                        
                        
                        
                        
                        
                        $
                        (154,427
                        )Balance.
                            End of the YearDecember
                            31, 2003
                        
                        
                        3,683,495
                        
                        $
                        12,793,357
                        
                        $
                        (13,148,682
                        )
                        $
                        -
                        
                        $
                        313,687
                        
                        $
                        (41,638
                        )Transactions
                            during the year-
                            Private Placement
                        
                        
                        1,624,000
                        
                        $
                        350,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        350,000-
                            Finder’s fees
                        
                        
                        64,400
                        
                        $
                        -
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        --
                            Exercise of options
                        
                        
                        120,000
                        
                        $
                        30,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        30,000-
                            Exercise of warrants
                        
                        
                        50,000
                        
                        $
                        6,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        6,000-
                            Contributed surplus
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        200,035
                        
                        $
                        200,035-Net
                            income for the year
                        
                        
                        
                        
                        
                        
                        
                        $
                        (736,815
                        )
                        $
                        -
                        
                        
                        
                        
                        $
                        (736,815
                        )Balance.
                            End of the YearDecember
                            31, 2004
                        
                        
                        5,541,895
                        
                        $
                        13,179,357
                        
                        $
                        (13,885,497
                        )
                        $
                        -
                        
                        $
                        513,722
                        
                        $
                        (192,418
                        )
 82
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **13.**
                      **RECONCILIATION
                          OF CANADIAN AND UNITED STATES GAAP**
  **RODINIA
                MINERALS INC.**
 **STATEMENT
                OF CASH FLOWS**
 **For
                the Years Ended December 31, 2004 and 2003**
 **(An
                Exploration Stage Enterprise)**
  **2004**
                      
                      
                      
                      
                      
                      **2003****Canadian**
                      
                      **Adjustments**
                      
                      **U.S.
                          GAAP**
                      
                      **Canadian**
                      
                      **Adjustments**
                      
                      **U.S.
                          GAAP****GAAP**
                      
                      **to
                          arrive at**
                      
                      
                      
                      **GAAP**
                      
                      **to
                          arrive at****U.S.
                          GAAP**
                      
                      
                      
                      
                      
                      **U.S.
                          GAAP**$
                      
                      $
                      
                      $
                      
                      $
                      
                      $
                      
                      $**CASH
                          PROVIDED (USED) BY:****OPERATING
                          ACTIVITIES**OperationsNet
                          loss for the period
                      (362,534
                      )
                      (374,281
                      )
                      (736,815
                      )
                      (154,427
                      )
                      -
                      
                      (154,427
                      )Items
                          not involving cashStock-based
                          compensation
                      183,770
                      
                      -
                      
                      183,770
                      
                      73,857
                      
                      -
                      
                      73,857(178,764
                      )
                      (374,281
                      )
                      (553,045
                      )
                      (80,570
                      )
                      -
                      
                      (80,570
                      )Changes
                          in non-cash working capital
                      85,067
                      
                      -
                      
                      85,067
                      
                      (110
                      )
                      -
                      
                      (110
                      )(93,697
                      )
                      (374,281
                      )
                      (467,978
                      )
                      (80,680
                      )
                      -
                      
                      (80,680
                      )**FINANCING
                          ACTIVITIES**Increase
                          in loans payable
                      151,125
                      
                      -
                      
                      151,125
                      
                      (39,925
                      )
                      -
                      
                      (39,925
                      )Shares
                          issued for cash
                      286,000
                      
                      -
                      
                      286,000
                      
                      120,000
                      
                      -
                      
                      120,000537,125
                      
                      -
                      
                      537,125
                      
                      80,075
                      
                      -
                      
                      80,075**INVESTING
                          ACTIVITIES**Resources
                          propertyexpenditures
                      (374,281
                      )
                      374,281
                      
                      -
                      
                      -
                      
                      -
                      
                      -(374,281
                      )
                      374,281
                      
                      -
                      
                      -
                      
                      -
                      
                      -**(DECREASE)
                          INCREASE IN****CASH**
                      69,147
                      
                      -
                      
                      69,147
                      
                      (605
                      )
                      -
                      
                      (605
                      )**CASH
                          (DEFICIENCY)****BEGINNING
                          OF YEAR**
                      346
                      
                      -
                      
                      346
                      
                      951
                      
                      -
                      
                      951**CASH
                          (DEFICIENCY) END****OF
                          YEAR**
                      69,493
                      
                      -
                      
                      69,493
                      
                      346
                      
                      -
                      
                      346
 
 
 83
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **13.**
                      **RECONCILIATION
                          OF CANADIAN AND UNITED STATES GAAP**Detailed
                          adjustments from Canadian GAAP to U.S. GAAP, referenced
                          to disclosure
                          restated, above, are as follows:a)
                      Accounting
                          for start-up costs - Mining Properties-Deferred Exploration
                          CostsAcquisition
                          CostsMineral
                          property acquisition costs are capitalized in accordance
                          with FAS-141
                          subject, however to impairment pursuant to FAS-144. Exploration
                          costs and
                          mine development costs to be incurred, including those
                          to be incurred in
                          advance of commercial production and those incurred to
                          expand capacity of
                          proposed mines, are expensed as incurred while the Company
                          is in the
                          exploration stage. There are no discounted present cash
                          flows available
                          from the properties.Deferred
                          Exploration CostsUnder
                          Canadian accounting principles, these costs and recoveries
                          may be deferred
                          prior to the commencement of commercial operations. Accounting
                          principles
                          in the United States require expenditures and revenue during
                          the start-up
                          of operations to be charged to earnings.During
                          the year ended December 31, 2004, acquisition costs and
                          deferred
                          exploration costs were $374,281 (2003 - $Nil). Accordingly,
                          these amounts
                          were expensed in the statement of income under United States
                          GAAP.b)
                      Loss
                          carry forwardThe
                          accounting for income taxes under Canadian GAAP and United
                          States GAAP is
                          essentially the same, except that:-
                      income
                          tax rates of enacted or substantively enacted tax law must
                          be used to
                          calculate future income tax assets and liabilities under
                          Canadian GAAP;-
                      Only
                          income tax rates of enacted tax law can be used under United
                          States GAAP.For
                          both Canadian GAAP and U.S. GAAP, no Future Income Tax
                          (Canadian GAAP) or
                          Deferred Tax (U.S. GAAP) are either recorded as assets
                          or as liabilities,
                          as they are offset by valuation reserves due to uncertainty
                          of utilization
                          of tax losses.c)
                      Earnings
                          (Loss) per Common ShareLoss
                          per common share for Canadian GAAP for the years ended
                          December 31, 2004
                          and 2003 have changed due to fact that the losses have
                          been revised under
                          U.S. GAAP.
 
 Net
                          Loss
                      
                      
                      Loss
                          Per ShareYear
                          Ended
                      
                      Canadian
                          GAAP
                      
                      
                      U.S.
                          GAAP
                      
                      
                      Canadian
                          GAAP
                      
                      
                      U.S.
                          GAAP2003
                      $
                      (154,427
                      )
                      $
                      (154,427
                      )
                      $
                      (0.02
                      )
                      $
                      (0.02
                      )2004
                      $
                      (362,534
                      )
                      $
                      (736,815
                      )
                      $
                      (0.08
                      )
                      $
                      (0.16
                      )The
                          diluted loss per common share does not increase the basic
                          loss per common
                          share, due to antidilutive factors.
 
 
 84
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **13.**
                      **RECONCILIATION
                          OF CANADIAN AND UNITED STATES GAAP**d)
                      Accounting
                          for asset retirement obligationsIn
                          August of 2001, U.S. FASB issued Statement of Financial
                          Accounting
                          Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS
                          143”). SFAS 143 addresses financial accounting and reporting
                          for
                          obligations associated with the retirement of tangible
                          long-lived assets
                          and the associated asset retirement costs. SFAS 143 applies
                          to all
                          entities. It applies to legal obligations associated with
                          the retirement
                          of long-lived assets that result from the acquisition,
                          construction,
                          development and / or the normal operation of a long-lived
                          asset, except
                          for certain obligations of lessees. SFAS 143 requires that
                          the fair value
                          of a liability for an asset retirement obligation be recognized
                          in the
                          period in which it is incurred if a reasonable estimate
                          of fair value can
                          be made. The associated asset retirement costs are capitalized
                          as part of
                          the carrying amount of the long-lived asset. SFAS 143 is
                          effective for
                          financial statements issued for fiscal years beginning
                          after June 15,
                          2002. The Company adopted SFAS 143 for the fiscal year
                          beginning on
                          January 1, 2003. The Company believes that SFAS 143 will
                          not have a
                          material effect on the Company’s results of operations, financial position
                          or liquidity.e)
                      Accounting
                          for costs associated with exit or disposal activitiesThe
                          U.S. FASB recently issued new Standard No. 146 relating
                          to accounting for
                          costs associated with exit or disposal activities. Effective
                          January 1,
                          2003, the new standard requires the recognition of costs
                          associated with
                          exit or disposal activities when they are incurred rather
                          than at the date
                          of a commitment to an exit or disposal plan.f)
                      Investment
                          securitiesUnited
                          States GAAP requires that investment securities be classified
                          as either
                          “available for sale” or “held to maturity”, and requires available for
                          sale securities to be reported on the balance sheet at
                          their estimated
                          fair values. Unrealized gains and losses arising from changes
                          in fair
                          values of available for sale securities are reported net
                          of income taxes
                          in other comprehensive income. For United States GAAP,
                          the Company
                          accounts for substantially all investment securities as
                          available for
                          sale. Under Canadian GAAP, investment securities are carried
                          at cost or
                          amortized cost, with other than temporary declines in value
                          recognized
                          based upon expected net realizable values.g)
                      Stock-based
                          CompensationAccounting
                          for Stock-based Compensation for both United States and
                          Canadian GAAP uses
                          the fair value-based method to measure compensation expense.h)
                      Exploration
                          Stage EnterpriseUnder
                          the Canadian accounting principles, the Company is considered
                          to be a
                          Development Stage Enterprise. In accordance with U.S. accounting
                          principles this reference is revised to Exploration Stage
                          Enterprise.
 
 
  85
 **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **13.**
                      **RECONCILIATION
                          OF CANADIAN AND UNITED STATES GAAP**h)
                      Exploration
                          Stage Enterprise (continued)Additional
                          disclosure of the following items is required under U.S.
                          accounting
                          principles for exploration stage enterprises: (1) separate
                          caption in the
                          shareholders’ equity section of the balance sheet reporting cumulative
                          net
                          losses during the exploration stage, and this is disclosed
                          in the above
                          mentioned balance sheet reconciled to United States GAAP.,
                          (2) cumulative
                          amounts of revenues and expenses since inception, (3) cumulative
                          statement
                          of cash flows since inception, and (4) details of each
                          issuance of capital
                          stock since inception. The Company has been an exploration
                          stage since
                          April 14, 1986 and the accumulated figures, for Items 2,
                          3 and 4, are not
                          available and therefore are not disclosed.i)
                      Statement
                          of Stockholders’ EquityA
                          separate Statement of Stockholders’ Equity is not required for Canadian
                          GAAP; it is, however, required in accordance with U.S.
                          GAAP and,
                          accordingly, is disclosed as a separate statement in the
                          abovementioned
                          for U.S. GAAP.j)
                      Recent
                          Accounting PronouncementsIn
                          December 2003, the United States Securities and Exchange
                          Commission issued
                          Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”),
                          which supersedes SAB 101, “Revenue Recognition in Financial Statements”.
                          The primary purpose of SAB 104 is to rescind accounting
                          guidance contained
                          in SAB 101 related to multiple element revenue arrangements,
                          which was
                          superseded as a result of the issuance of EITF 00-21, “Accounting for
                          Revenue Arrangements with Multiple Deliverables”. While the wording of SAB
                          104 has changed to reflect the issuance of EITF 00-21,
                          the revenue
                          recognition principles of SAB 101 remain largely unchanged
                          by the issuance
                          of SAB 104. The adoption of SAB 104 did not have a material
                          impact on the
                          Company’s financial statements.In
                          May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial
                          Instruments with Characteristics of both Liabilities and
                          Equity”. SFAS No.
                          150 establishes standards for how an issuer classifies
                          and measures
                          certain financial instruments with characteristics of both
                          liabilities and
                          equity. It requires that an issuer classify a financial
                          instrument that is
                          within its scope as a liability (or an asset in some circumstances).
                          The
                          requirements of SFAS No. 150 apply to issuers’ classification and
                          measurement of freestanding financial instruments, including
                          those that
                          comprise more than one option or forward contract. SFAS
                          No. 150 does not
                          apply to features that are embedded in a financial instrument
                          that is not
                          a derivative in its entirety. SFAS No. 150 is effective
                          for financial
                          instruments entered into or modified after May 31, 2003,
                          and otherwise is
                          effective at the beginning of the first interim period
                          beginning after
                          June 15, 2003, except for mandatory redeemable financial
                          instruments of
                          non-public entities. It is to be implemented by reporting
                          the cumulative
                          effect of a change in an accounting principle for financial
                          instruments
                          created before the issuance date of SFAS No. 150 and still
                          existing at the
                          beginning of the interim period of adoption. Restatement
                          is not permitted.
                          The adoption of this standard did not have a material effect
                          on the
                          Company’s results of operations or financial position.
 
 
 86
  **RODINIA
                MINERALS INC.**
 **(formerly
                Donnybrook Resources Inc.)**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Years Ended December 31, 2004 and 2003**
  **13.**
                      **RECONCILIATION
                          OF CANADIAN AND UNITED STATES GAAP**j)
                      Recent
                          Accounting Pronouncements (continued)In
                          April 2003, FASB issued SFAS No. 149, “Amendment of Statement 133 on
                          Derivative Instruments and Hedging Activities”. As the Company does not
                          have any derivative instruments or hedging activities,
                          the provisions of
                          this pronouncement have no effect on the Company.
 87
 
  **Rodinia
            Minerals, Inc.**
 
 Financial
            Statements
 
 For
            the
            Nine Months Ended September 30, 2005
 
 
   **RODINIA
                      MINERALS INC.**Consolidated
                      Balance Sheet
                    (Unaudited)**30-Sep-2005**
                  
                  **31-Dec-2004**ASSETSCash
                  
                  
                  1,172,668
                  
                  
                  69,493GST
                      Receivable
                  
                  
                  3,884
                  
                  
                  2,844Other
                      Receivable
                  
                  
                  34,054Prepaid
                      Expense
                  
                  
                  12,340
                  
                  
                  10,0001,222,946
                  
                  
                  82,337FIXED
                      ASSESTSFurniture
                      & Equipment
                  
                  
                  18,592Accumulated
                      Depreciation
                  
                  
                  (1,906
                  )16,686Resource
                      Properties
                  
                  
                  936,281
                  
                  
                  374,281TOTAL
                      ASSETS
                  
                  
                  2,175,913
                  
                  
                  456,618LIABILITIESAccounts
                      Payable
                  
                  
                  10,573
                  
                  
                  139,220Convertible
                      Loans
                  
                  
                  
                  
                  
                  135,535TOTAL
                      LIABILITIES
                  
                  
                  10,573
                  
                  
                  274,755SHAREHOLDERS'
                      EQUITY (DEFICIT)Share
                      Capital
                  
                  
                  15,475,260
                  
                  
                  13,179,357Contributed
                      Surplus
                  
                  
                  589,692
                  
                  
                  273,892Deficit
                  
                  
                  (13,899,612
                  )
                  
                  (13,271,386
                  )Total
                      Stockholders Equity
                  
                  
                  2,165,340
                  
                  
                  181,863TOTAL
                      LIABILITIES AND SHAREHOLDERS EQUITY
                  
                  
                  2,175,913
                  
                  
                  456,618
   88
 
  
 **RODINIA
                      MINERALS INC.**Consolidated
                      Statements of Income and Deficit
                    (Unaudited)For
                      the Three Quarters Ended September 30, 2005 and 2004**For
                      the three months**
                    **ending**
                    **30-Sep-2005**
                  
                  **For
                      the three months**
                    **ending**
                    **30-Sep-2004**
                  
                  **For
                      the nine months ending on**
                    **30-Sept-2005**
                  
                  **For
                      the nine months**
                    **ending**
                    **30-Sep-2004**RevenueInterest
                      Income
                  
                  1,289
                  
                  697
                  
                  3,013
                  
                  786ExpensesAccounting
                      & Legal
                  
                  
                  8,743
                  
                  
                  6,759
                  
                  
                  78,902
                  
                  
                  15,848Amortization
                  
                  
                  981
                  
                  
                  
                  
                  
                  1,906Bank
                      Charges & Interest
                  
                  
                  111
                  
                  
                  79
                  
                  
                  472
                  
                  
                  487Consulting
                      Fees
                  
                  
                  13,500
                  
                  
                  
                  
                  
                  38,600Corporate
                      & Administration
                  
                  
                  1,827
                  
                  
                  967
                  
                  
                  6,530
                  
                  
                  1,267Directors'
                      Fees
                  
                  
                  
                  
                  
                  
                  
                  
                  5,500Filing
                      Fees & Services
                  
                  
                  44,449
                  
                  
                  2,331
                  
                  
                  68,425
                  
                  
                  10,988Interest-Other
                  
                  
                  
                  
                  
                  
                  
                  
                  7,228Management
                      Fees (Note 9)
                  
                  
                  15,300
                  
                  
                  7,500
                  
                  
                  40,050
                  
                  
                  22,500Rent,
                      Telephone & Office
                  
                  
                  4,592
                  
                  
                  2,252
                  
                  
                  15,533
                  
                  
                  6,059Shareholders
                      Communication
                    &
                      Promotion
                  
                  
                  16,209
                  
                  
                  877
                  
                  
                  46,378
                  
                  
                  10,119Stock-Based
                      Compensation
                  
                  
                  26,000
                  
                  
                  
                  
                  
                  315,800
                  
                  
                  50,750Transfer
                      Agent Fees
                  
                  
                  2,565
                  
                  
                  
                  
                  
                  5,915
                  
                  
                  967Write-Off
                      Old Debt
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (269
                  )Total
                      Expenses
                  
                  
                  134,277
                  
                  
                  20,765
                  
                  
                  631,239
                  
                  
                  118,716Net
                      Income (Loss)
                  
                  
                  (132,988
                  )
                  
                  (20,068
                  )
                  
                  (628,226
                  )
                  
                  (117,930
                  )Deficit,
                      Beginnig of the Period
                  
                  
                  (13,766,624
                  )
                  
                  (13,006,714
                  )
                  
                  (13,271,386
                  )
                  
                  (12,908,852
                  )Deficit,
                      End of the Period
                  
                  
                  (13,899,612
                  )
                  
                  (13,026,782
                  )
                  
                  (13,889,612
                  )
                  
                  (13,026,782
                  )Loss
                      Per Share
                    Weighted
                      Average: 8.886.438 Shares
                  
                  
                  (0.02
                  )
                  
                  (0.02
                  )
                  
                  (0.07
                  )
                  
                  (0.04
                  )
   89
  
 **RODINIA
                        MINERALS INC.**Consolidated
                        Statement of Cashflows
                      (Unaudited)For
                        the Third Quarters Ended September 30, 2005 and 2004**For
                        the three**
                      **months
                        ended**
                      **30-Sep-2005**
                    
                    **For
                        the three**
                      **months
                        ended**
                      **30-Sep-2004**
                    
                    **For
                        the nine**
                      **months
                        ended**
                      **30-Sep-2005**
                    
                    **For
                        the nine**
                      **months
                        ended**
                      **31-Dec-2004**Operating
                        ActivitiesNet
                        Income (Loss)
                    
                    
                    (132,988
                    )
                    
                    (20,068
                    )
                    
                    (628,226
                    )
                    
                    (117,930
                    )Items
                        not Involving CashAmortization
                    
                    
                    981
                    
                    
                    
                    
                    
                    1,906Stock-Based
                        Compensation
                    
                    
                    26,000
                    
                    
                    
                    
                    
                    315,800
                    
                    
                    50,750(20,068
                    )
                    
                    (310,520
                    )
                    
                    (67,180
                    )Changes
                        in Non-Cash Working Capital(Increase)
                        Decrease in A/R
                    
                    
                    (6,369
                    )
                    
                    567
                    
                    
                    (35,094
                    )
                    
                    (33
                    )(Increase)
                        Decrease in Prepaid
                    
                    
                    (3,000
                    )
                    
                    
                    
                    
                    (2,340
                    )(Increase)
                        Decrease in Due to Related
                    
                    
                    
                    
                    
                    11,500Increase
                        (Decrease) in A/P
                    
                    
                    (13,612
                    )
                    
                    (1,993
                    )
                    
                    (128,647
                    )
                    
                    (35,498
                    )**Cash
                        Applied to Operating Activities**
                    
                    
                    (128,988
                    )
                    
                    (9,994
                    )
                    
                    (476,601
                    )
                    
                    (102,711
                    )Cash
                        Flow from Investing ActivitiesFixed
                        Assets
                    
                    
                    (2,114
                    )
                    
                    
                    
                    
                    (18,592
                    )Resource
                        Property Acquisition
                    
                    
                    (129,975
                    )
                    
                    (58,028
                    )
                    
                    (562,000
                    )
                    
                    (58,028
                    )**Net
                        Cash Applied from Investing Activities**
                    
                    
                    (132,089
                    )
                    
                    (58,028
                    )
                    
                    (580,592
                    )
                    
                    (58,028
                    )Cash
                        Flow From Financial ActivitiesIssuance
                        of Common shares
                    
                    
                    548,886
                    
                    
                    212,000
                    
                    
                    2,295,903
                    
                    
                    356,000Increase
                        (Decrease) in Loans Payable
                    
                    
                    
                    
                    
                    115,718
                    
                    
                    (135,535
                    )
                    
                    115,043**Cash****Flow
                        From****Financial Activities**
                    
                    
                    548,886
                    
                    
                    327,718
                    
                    
                    2,160,368
                    
                    
                    471,043**(Decrease)
                        Increase in Cash**
                    
                    
                    287,809
                    
                    
                    259,696
                    
                    
                    1,103,175
                    
                    
                    310,304**Cash
                        at Beginning of Period**
                    
                    
                    884,859
                    
                    
                    50,954
                    
                    
                    69,493
                    
                    
                    346Cash
                        at end of Period
                    
                    
                    1,172,668
                    
                    
                    310,650
                    
                    
                    1,172,668
                    
                    
                    310,650
   90
  **RODINIA
            MINERALS INC.**
 **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
            the Third Quarters Ended September 30, 2005 and 2004**
 
 **1.
            CONSOLIDATION**
 
 These
            financial statements include the accounts of the Company and its wholly-owned
            subsidiary.
 Donnybrook
            Platinum Resources Inc. The subsidiary was incorporated in the State
            of Wyoming,
            U.S.A. on December 15, 1999.
 
 **2.
            CHANGE OF NAME**
 
 Effective
            August 13, 2003, the Company has changed its name from Donnybrook Resources
            Inc.
            to Rodinia Minerals Inc.
 
 **3.
            NATURE OF OPERATIONS**
 
 The
            Company is in the business of exploring and acquiring its resource properties.
            As at December 31, 2004, the Company had signed a Letter of Intent for
            an option
            agreement to acquire a mineral property in Arizona. On February 25, 2005,
            the
            TSX Venture Exchange approved the reactivation application and the option
            agreement to acquire the Workman Creek Uranium Property. As a result,
            the
            Company’s listing was transferred from NEX to TSX Venture. At that time the
            trading symbol for the Company changed from RM.H to RM. The recoverability
            of
            amounts shown for resource properties and related deferred costs is dependent
            upon the discovery of economically recoverable reserves, the ability
            of the
            Company to obtain necessary financing to complete the development and
            future
            profitable production from the properties or proceeds from
            disposition.
 
 **4.
            SIGNIFICANT ACCOUNTING POLICIES**
 
 The
            financial statements of the Company have been prepared in accordance
            with
            Canadian generally accepted accounting principles. Because a precise
            determination of many assets and liabilities is dependent upon future
            events,
            the preparation of financial statements for a period necessarily involves
            the
            use of estimates, which have been made using careful judgment.
 The
            financial statements have, in management’s opinion, been properly prepared
            within reasonable limits of materiality and within the framework of the
            significant accounting policies summarized below:
  ***(a) 
            Resource properties***
  Acquisition
            costs of resource properties together with direct exploration and development
            expenditures thereon are deferred in the accounts. When and if production
            is
            attained, these costs will be amortized. When deferred expenditures on
            individual producing properties exceed the estimated net realizable value,
            the
            properties are written down to the estimated value. Costs relating to
            properties
            abandoned are written off when the decision to abandon is made.
 
 91
 
 **RODINIA
            MINERALS INC.**
 **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
            the Third Quarters Ended September 30, 2005 and 2004**
 
 **4.
            SIGNIFICANT ACCOUNTING POLICIES (Cont’d)**
 
 ***(b)
            Going concern***
 
 The
            accompanying financial statements have been presented assuming the Company
            will
            continue as a going concern. At September 30, 2005, the Company had accumulated
            $13,899,612 in losses and had no revenue-producing operations. At the
            date of
            this report, the Company has almost no liquidity and its ability to continue
            as
            a going concern is dependent upon its ability to raise additional capital
            or
            merge with revenue producing venture partner. These matters raise substantial
            doubt about the Company’s ability to continue as a going concern. No adjustments
            have been made in the accompanying financial statements to provide for
            this
            uncertainty.
 
 ***(c)
            Stock-based compensation***
 
 The
            Company grants options in accordance with the policies of the TSX Venture
            Exchange. Effective January 1, 2002, the Company adopted the new CICA
            Handbook
            Section 3870 “Stock-Based Compensation and Other Stock-Based Payments”, of
            accounting for options and other stock-based compensation payments. This
            section
            requires the adoption of the fair value method effective January 1, 2004
            and
            encourages earlier adoption of this requirement. Accordingly, the Company
            has
            adopted, on a prospective basis, the fair value method of accounting
            for all
            options, warrants and other stock-based compensation payments issued
            during
            fiscal 2003.
 
 **5.
            RESOURCE PROPERTIES**
 Resource
            properties consist of:
 
 **Resource
              Properties Expenditures At Workman Creek up to September 30,
              2005**
 (All
            figures are in Canadian dollars):
  **30
                      - Sept - 2005**
                  
                  **31
                      - Dec - 2004**Cooper
                      Property (Workman Creek Project $CAD)Property
                      acquisition
                  
                  $
                  85,000
                  
                  $
                  -Property
                      deposit
                  
                  
                  41,162
                  
                  
                  42,500Advanced
                      Royalty
                  
                  
                  30,283
                  
                  
                  -Assays
                  
                  
                  5,134
                  
                  
                  -Claims
                  
                  
                  68,978
                  
                  
                  39,334Consulting
                  
                  
                  212,494
                  
                  
                  56,705Equipment
                      rental
                  
                  
                  77,048
                  
                  
                  34,398Field
                      expenses
                  
                  
                  60,712
                  
                  
                  1,263General
                      and administration
                  
                  
                  69,665
                  
                  
                  16,625Reports
                      and maps
                  
                  
                  12,712
                  
                  
                  12,712Site
                      visits
                  
                  
                  15,824
                  
                  
                  6,088Staking
                      program
                  
                  
                  164,656
                  
                  
                  164,656Total
                      Resource Properties
                  
                  $
                  843,668
                  
                  $
                  374,281
 
  During
            this quarter, the Company also advanced $92,613 to stake 209 claims in
            the
            Mormon Lake (Utah) area.
  92
 **RODINIA
            MINERALS INC.**
 **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
            the Third Quarters Ended September 30, 2005 and 2004**
 
 **5.
            RESOURCE PROPERTIES (Cont’d)**
 
 **Cooper
            Property (Workman Creek Project)**
 
 On
            October 26, 2004 the Company entered into a Letter of Intent with Cooper
            Minerals, Inc.
 (“Cooper”)
            with the intention to enter into a formal option agreement which will
            provide
            for the acquisition by the Company, through its wholly owned subsidiary,
            Donnybrook Platinum Resources Inc, a Wyoming corporation (“DPRI), of a 100%
            interest in the Workman Creek Uranium Deposit Project. The Company has
            been
            granted the sole and exclusive irrevocable right and option to acquire,
            through
            DPRI, a 100% interest in and to the claims, subject only to a 3% NSR,
            and in and
            to the data all on the terms and subject to the conditions set forth.
            To
            exercise the Option, the following cash payments must be made at the
            times
            specified:
  1.
            On
            execution of the Letter of Intent (LoI), $42,500 to Cooper (paid);
 
 2.
            On the
            earlier of (1) 60 days after the date of the LoI and (2) 5 business days
            after
            the acceptance by the TSXV of the Claims as a “Tier 1 Property”, $42,500 to
            Cooper, as reimbursement of the balance of expenses (paid);
  3.
            On the
“Closing Date”, $50,000 to Cooper;
 
 4.
            The
            funds necessary to initiate the preparatory work to carry out the first
            phase of
            the exploration program recommended in the Report must be advanced to
            Cooper
            upon receipt by the Company of an acceptable budget with respect to such
            preparatory work, and the balance of funds necessary to carry out the
            first
            phase of such exploration program (currently estimated to be $200,000)
            must be
            advanced to Cooper within 5 business days of receipt by the Company of
            copies of
            all permits required to permit the balance of such first phase to be
            carried
            out;
 
 5.
            An
            aggregate US$2,000,000 in expenditures in connection with maintaining,
            exploring, developing or equipping any one or more of the Claims (or
            any
            additional properties covered by section 6 of the QD&RRI (“Additional
            Properties”)) for commercial production must be incurred as
            follows:
 
 i.
            on or
            before the first anniversary of the date of this LoI, not less than an
            aggregate
            US$350,000;
 ii.
            on or
            before the second anniversary of the date of this LoI, not less than
            an
            aggregate US$850,000;
 iii.
            on
            or before the third anniversary of the date of this LoI, not less than
            an
            aggregate US$1,400,000;
 iv.
            on or
            before the fourth anniversary of the date of this LoI, not less than
            an
            aggregate US$2,000,000; provided, that, until the earlier of (1) a minimum
            aggregate US$1 million of such expenditures has been incurred in respect
            of the
            Claims and (2) a bankable feasibility study has been received in respect
            of the
            Claims, such expenditures will only be incurred in respect of the
            Claims;
  6.
            On the
            Closing Date, 2,500,000 of the Company’s Common Shares must be issued to the
            direction of Cooper;
  
 93
 
  **RODINIA
            MINERALS INC.**
 **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
            the Third Quarters Ended September 30, 2005 and 2004**
 
 **5.
            RESOURCE PROPERTIES (Cont’d)**
 
 **Cooper
            Property (Workman Creek Project)**
 
 7.
            On the
            Closing Date, the Company must accept the subscription (at a subscription
            price
            of $10), by way of private placement subscription agreement in standard
            form
            executed by the “Vendors”, for, and issue to the “Vendors”, non-transferable
            share purchase warrants (the “Warrants”) entitling the purchase by each of the
            two “Vendors” of 750,000 Common Shares of the Company at a price per share equal
            to the greater of (1) $0.01 in excess of the closing price of the Company’s
            shares on the TSXV on the day prior to the announcement of a “Transaction” (as
            that term is defined in the Underlying Agreement), and (2) the price
            of any
            financing completed by the Company concurrently with the Transaction,
            exercisable for a period of 5 years from the Closing Date; and
 
 8.
            On the
            Closing Date, all of Cooper’s obligation under the Underlying Agreement,
            including, without limitation, the obligation to make Advance Royalty
            Payments
            under the QD&RRI, must be assumed. The closing date will occur 5 business
            days after the last of the 3 following dates:
 
 i.
            Receipt of TSX Venture Exchange (”TSVX”) acceptance for filing of the Company’s
            graduation to Tier 1 on the TSVX;
 ii.
            Receipt of discretionary order of the BC Securities Commission permitting
            the
            issuance of the Company’s shares to the directors of Cooper in circumstances
            where the claims are being acquired by DPRI;
 iii.
            Receipt of TSVX acceptance for filing of the claims as a “Tier 1
            property”.
 The
            Company has also agreed to a finder’s fee of up to 227,917 common shares in
            respect to this transaction if it closes.
 
 During
            the year, the Company staked an additional 161 mineral claims in the
            same
            area.
 
 **6.
            LOANS PAYABLE**
  **2005**
                  
                  **2004**Unsecured
                      loans payable, non-interest bearing,no
                      specified terms of repayment
                  
                  **$**
                  **Nil**
                  ****
                  **$**
                  **135,535**
                  ********
                  **$**
                  **Nil**
                  
                  $
                  **135,535**
  Unsecured
            loans payable, non-interest bearing, no specified terms of repayment
            The loans
            ($151,800 - accepted by the TSX on October 19, 2004) are for a one year
            term,
            unsecured and non-interest bearing. On March 10, 2005, the lenders converted
            their loans into units at a deemed value of $0.30 per unit. Each unit
            consists
            of one common share of the Company and one nontransferable share purchase
            warrant entitling the holder to purchase an additional share of the Company
            at
            an exercise price of $0.30 per share for a period of one year from the
            date of
            the loan. A finder’s fee of 46,750 shares valued at $14,025 was paid with
            respect to this transaction. In the previous year end, $16,265 of the
            loan was
            classified as contributed surplus to recognize the value of the conversion
            feature of the loans
 
 94
 
 **RODINIA
            MINERALS INC.**
 **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
            the Third Quarters Ended September 30, 2005 and 2004**
 
 **7.
            CAPITAL STOCK**
 
 -
            Changes
            in capital stock during the periods ended March 31 were as follows:
   **2005**
                  
                  **2004**Number
                      of
                  
                  
                  
                  Number
                      ofShares
                  
                  Amount
                  
                  Shares
                  
                  AmountBalance,
                      beginning of year
                  
                  
                  5,541,995
                  
                  $
                  13,179,357
                  
                  
                  3,683,595
                  
                  $
                  12,793,357Issued
                      during the year:-
                      Warrants exercised @ $0.15
                  
                  
                  950,000
                  
                  
                  142,500-
                      Private Placement @ $0.18
                  
                  
                  
                  
                  
                  
                  
                  
                  800,000
                  
                  
                  144,000-
                      Private Placement @ $0.25
                  
                  
                  
                  
                  
                  
                  
                  
                  824,000
                  
                  
                  206,000-
                      Private Placement @ $0.65
                  
                  
                  2,000,000
                  
                  
                  1,300,000-
                      Finders’ fee
                  
                  
                  
                  
                  
                  180,000-
                      Legal fees & expenses
                  
                  
                  
                  
                  
                  (13,615
                  )-
                      Loan conversion @ $0.30
                  
                  
                  506,000
                  
                  
                  151,800-
                      Value of conversion feature
                  
                  
                  
                  
                  
                  (16,265
                  )-
                      Deemed interest on conversion
                  
                  
                  
                  
                  
                  6,283-
                      Finders’ fee
                  
                  
                  46,750
                  
                  
                  14,025
                  
                  
                  64,400
                  
                  
                  --
                      Bonus shares
                  
                  
                  
                  
                  
                  17,857-
                      Options exercised @ $0.25
                  
                  
                  18,360
                  
                  
                  4,590-
                      Agent’s options exercised @ $0.65
                  
                  
                  26,184
                  
                  
                  17,020-
                      Warrants exercised @ $0.15
                  
                  
                  950,000
                  
                  
                  142,500-
                      Warrants exercised @ $0.23
                  
                  
                  925,216
                  
                  
                  212,800-
                      Warrants exercised @ $0.12
                  
                  
                  33,500
                  
                  
                  10,050
                  
                  
                  50,000
                  
                  
                  6,000-
                      Warrants exercised @ $0.30
                  
                  
                  519,250
                  
                  
                  155,775-
                      Warrants exercised @ $0.35
                  
                  
                  888,400
                  
                  
                  310,940-
                      Warrants exercised @ $0.23
                  
                  
                  925,216
                  
                  
                  212,800Balance
                      at end of year
                  
                  
                  11,605,112
                  
                  $
                  15,475,260
                  
                  
                  5,421,995
                  
                  $
                  13,179,357
   (a)
                In
                the previous year, the Company engaged Haywood Securities Inc. (“Haywood”) to
                conduct a brokered private placement of 2,000,000 units at a price
                of $0.65 per
                unit. Each unit (a “Unit”) will consist of one common share of the Company and
                one-half share purchase warrant. Each full warrant will entitle the
                holder to
                purchase one additional common share of the Company at a price per
                common share
                of $0.80 in the first year and $0.90 in the second year. Haywood
                will receive a
                commission equal to 7.5% of the proceeds of the offering, payable
                in cash or
                Units. Haywood will also receive warrants (the “Agent’s Warrants”) equal to 10%
                of the number of Units sold under the offering, each Agent’s Warrant being
                convertible into one Unit at a price of $0.65, and a corporate finance
                fee of
                30,000 Units for services rendered in connection with the offering.
                On February
                24, 2005, the Company closed on the private placement of 2 million
                shares for
                gross proceeds of $1,300,000.
 (b)
                On
                March 10, 2005, the lenders converted their loans into units at a
                deemed value
                of $0.30 per unit. Each unit consists of one common share of the
                Company and one
                non-transferable share purchase warrant entitling the holder to purchase
                an
                additional share of the Company at an exercise price of $0.30 per
                share for a
                period of one year from the date of the loan. A finder’s fee of 46,750 shares
                valued at $14,025 was paid with respect to this transaction.
 
 95
 
 
 **RODINIA
                MINERALS INC.**
 **NOTES
                TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
                the Third Quarters Ended September 30, 2005 and 2004**
 
 **7.
                CAPITAL STOCK (Cont’d)**
 
 (c)
                In
                January 18, 2004, the Company arranged a $75,000 loan. The loan is
                for a period
                of 30 days and bears an interest rate of 10% per annum. This is an
                arm’s length
                transaction. On March 3, 2004, the loan was repaid. A finder's fee
                of $7,500
                applied in accordance with TSX Venture Exchange (the “Exchange”) policies. In
                addition, for providing this facility to the Company, the lender
                received a
                bonus of 17,857 common shares, in the maximum number allowed by Exchange
                policies.
 
 (d)
                Stock
                Option Plan
 
 The
                shareholders have approved a Stock Option Plan (the “Plan”) that provides for
                the issuance of up to 10% of the Company’s issued and outstanding shares to
                eligible employees, directors and services providers of the Company
                and its
                subsidiaries. The Plan authorizes the granting of options to purchase
                shares of
                the Company’s common stock at an option price equal to or greater than the
                closing price of the shares on the day preceding the award date.
                The options
                generally partially vest with the recipient at the time of granting,
                and have a
                maximum term of 5 years. As at March 31, 2005, all options were fully
                vested.
 (e)
              Stock
              Options
 
 During
            the periods ended September 30, 2005 and 2004, stock options were granted,
            exercised and expired/cancelled as follows:
  2005
                  
                  Weighted
                  
                  2004
                  
                  WeightedNumber
                      of
                  
                  Avg.
                  
                  Number
                      of
                  
                  Avg.Options
                  
                  Price
                  
                  Options
                  
                  PriceBalanceBeginning
                      of year
                  
                  
                  541,360
                  
                  $
                  0.49
                  
                  
                  273,360
                  
                  $
                  0.25Granted
                  
                  
                  820,000
                  
                  $
                  0.81
                  
                  
                  175,000
                  
                  $
                  0.30Exercised/expired
                  
                  
                  (18,360
                  )
                  $
                  0.25
                  
                  
                  (120,000
                  )
                  $
                  0.251,343,000
                  
                  $
                  0.69
                  
                  
                  448,360
                  
                  $
                  0.27
  On
            September 21, 2005, the Company amended the exercise price of 540,000
            stock
            options from $1.25 to $0.92.
 
 During
            the period, the Company granted 820,000 stock options to directors and
            consultants. The fair value of these options have been estimated using
            the
            Black-Scholes option pricing model using a risk-free interest rate of
            2.0%, an
            expected life of 2 years, an imputed dividend yield of 0%, and a volatility
            assumption as indicated below:
   Number
                  
                  Exercise
                  
                  
                  
                  
                  
                  Value
                  
                  Total
                  
                  Volatilityof
                      Options
                  
                  Price
                  
                  Grant
                  
                  Date
                  
                  per
                      share
                  
                  Value
                  
                  Assumption420,000
                  
                  $
                  1.25
                  
                  
                  
                  
                  
                  31-Mar-05
                  
                  $
                  0.69
                  
                  $
                  289,800
                  
                  
                  69
                  %400,000
                  
                  $
                  0.70
                  
                  
                  
                  
                  
                  01-Sept-05
                  
                  $
                  0.26
                  
                  $
                  104,000
                  *
                  
                  62
                  %
  *
            Based
            on the vesting policy, only 25% of the fair value ($26,000) of the 400,000
            options granted on September 1, 2005 has been charged to expenses.
  
 96
 
 
 **RODINIA
            MINERALS INC.**
 **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
            the Third Quarters Ended September 30, 2005 and 2004**
 
 **7.
            CAPITAL STOCK (Cont’d)**
 
 (f)
              Share
              Purchase Warrants
 
 During
            the periods ended September 30, 2005 and 2004, warrants were granted,
            exercised
            and expired/cancelled as follows:
   2005
                  
                  Weighted
                  
                  2004
                  
                  WeightedNumber
                      of
                  
                  Avg.
                  
                  Number
                      of
                  
                  Avg.Options
                  
                  Price
                  
                  Options
                  
                  PriceBalanceBeginning
                      of year
                  
                  
                  2,763,616
                  
                  $
                  0.24
                  
                  
                  950,000
                  
                  $
                  0.15Granted
                  
                  
                  552,750
                  
                  $
                  0.30
                  
                  
                  1,813,616
                  
                  $
                  0.291,090,000
                  
                  $
                  0.80Agents’
                      option
                  
                  
                  299,000
                  
                  $
                  0.65Exercised/expired
                  
                  
                  (3,342,550
                  )
                  $
                  01,363,815
                  
                  $
                  0.78
                  
                  
                  2,763,616
                  
                  $
                  0.24
  **8.
            CONTRIBUTED SURPLUS**
   **Sept.
                      30, 2005**
                  
                  **Dec.31,
                      2004**Opening
                      balance
                  
                  $
                  273,892
                  
                  $
                  73,857Loan
                      conversion (Note 6)
                  
                  
                  ---
                  
                  
                  16,265Employee
                      and director stock options
                  
                  
                  315,800
                  
                  
                  183,770Closing
                      balance
                  
                  $
                  589,692
                  
                  $
                  273,892
 
 
 **9.
            RELATED PARTY TRANSACTIONS**
 
 During
            the period, the Company was charged $40,050 (2004 - $22,500) by a director
            of
            the Company for management fees; $31,000 (2004 - Nil) by a director for
            consulting fees; $5,500 (2004 - Nil) by 4 directors for directors’ fees; and
            deferred costs of $4,450 (2004 - Nil). In addition, the director charged
            the
            Company $5,000 (2004 - $7,250) for rent and telephone expenses. The transactions
            were recorded at the exchange amount.
 
 **10.
            FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK**
 
 The
            Company’s financial instruments consist of cash, accounts receivable, accounts
            payable and loans payable. It is management’s opinion that the Company is not
            exposed to significant interest, currency or credit risks arising from
            these
            financial instruments. The fair values of these financial instruments
            approximate their carrying value.
 
 
 
 97
  **RODINIA
            MINERALS INC.**
 **NOTES
            TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **For
            the Third Quarters Ended September 30, 2005 and 2004**
 
 **11.
            SUBSEQUENT EVENTS**
 
 Private
            Placement
 
 On
            October 31, 2005, the Company announced that it had completed its previously
            announced brokered private placement. The Company received gross proceeds
            of
            $3,040,500 on the private placement of 4,108,785 units at a price of
            $0.74 per
            unit through Haywood Securities Inc. as Agent. Each unit (a “Unit”) consists of
            one share and one transferable warrant (a “Warrant”). Each Warrant entitles the
            purchase of one share at a price of $1.10 for a period of twelve (12)
            months
            subject to the Company’s right to accelerate the expiry date of the warrants if,
            at any time after December 27, 2005, its shares close above $1.50 per
            share for
            30 consecutive trading days (the “acceleration right”). The Company paid a 6%
            commission by issuing 246,527 shares and non-transferable warrants to
            purchase
            up to an additional 246,527 shares at a price of $1.10 for a period of
            twelve
            (12) months, subject to the acceleration right, and granted a non-transferable
            option to purchase up to 308,159 Units at a price of $0.74 per Unit,
            each Unit
            consisting of one share and one non-transferable warrant entitling the
            purchase
            of one additional share on the same terms as for the Warrants included
            in the
            Units. The Company also paid a corporate finance fee of 25,000 Units.
            Proceeds
            of the financing will be used for general exploration expenditures on
            the
            Company’s Workman Creek uranium deposit in Gila County, Arizona and working
            capital. In accordance with applicable securities laws, all securities
            issued in
            connection with the private placement are subject to a hold period expiring
            March 1, 2006.
 
 Option
            and Joint Venture Agreement
 
 On
            November 4, 2005, the Company announced that it had negotiated the terms
            of an
            option and joint venture agreement with Patriot Power Corp., a private
            Nevada
            corporation, (“Patriot”) pursuant to which Patriot can acquire from the Company
            a 60% interest in 209 recently staked unpatented lode mining claims located
            in
            Arizona (the “209 Claims”). Patriot will acquire its 60% interest in the 209
            Claims upon Patriot exercising an option (the “Patriot Option”) it holds to
            acquire a 100% interest, subject to Yellowcake Royalties totaling 3%,
            in 21
            unpatented lode mining claims (the “Lake Claims”). The 209 Claims surround the
            Lake Claims. Upon the exercise by Patriot of the Patriot Option, the
            terms of
            the option and joint venture agreement provide that the Company will
            then hold a
            40% joint venture interest in all 230 claims, subject to the Yellowcake
            Royalties totaling 3%. To exercise the Patriot Option, Patriot must pay
            US$1,300,000, issue 2,500,000 shares and 1,000,000 share purchase warrants
            and
            expend not less than an aggregate US$3,500,000 on exploration over four
            years.
            Under the terms of the option and joint venture agreement with the Company,
            Patriot is obliged to maintain the 209 Claims in good standing and is
            granted
            the right to conduct exploration and development work on them.
 
 98
 
   **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)By:
                    /s/ Don
                      MorrisonDon
                      MorrisonPresident
                      and
                      CEO
  Date:
              March 27, 2006
  
 **Item
            19. Exhibits.**
 
 Exhibit
                        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.*Exhibt
                      5.1
                    Opinion
                      of Legal Counsul**Exhibit
                      23.1
                    Consent
                      of Auditor**
 
 * 
            Incorporated by reference to form 20-F filed with the commission on June
            28, 2005
 ** ,
            filed herewith