**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM20-F/A**

(Mark One)

Registrationstatement pursuant to section 12(b) or 12(g) of the Securities Exchange Act of1934

or

Annualreport pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Forthe fiscal year ended **December 31, 2004**

or

Transitionreport pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Forthe transition period from________________ to __________________

Commissionfile number 0-17791

TwinMining Corporation

(Exactname of registrant as specified in its charter)

Incorporatedin the Province of British Columbia on March 6, 1985and continued into the Province of Ontario effective March 15, 2000

(Jurisdictionof incorporation or organization)

Suite1250, 155 University Avenue, Toronto, Ontario, Canada M5H 3B7

(Addressof principal executive offices)

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

|                                  |        |                                       |
|----------------------------------|--------|---------------------------------------|
| Title      of each               |   | Name      of each exchange            |
| Class                            |   | on      which registered              |
| ________________________________ |   | _____________________________________ |

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

commonshares without par value

(Titleof Class)

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

(Titleof Class)

Indicatethe number of outstanding shares of each of the issuer's classes of capital orcommon stock as of the close of the period covered by the annual report.  Asof **December 31, 2004**: 132,363,542 common shares

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements forthe past 90 days.

Yes

             No       

Indicateby check mark which financial statement item the Corporation has elected tofollow.

Item17

Item18           

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**ITEM4.**

**INFORMATIONON THE COMPANY**

**AtlantaGold Property, Idaho**

TheCorporation, through its wholly owned subsidiary Atlanta U.S., owns and leases atotal of 33 patented lode claims, 3 patented mill site claims and 113 unpatentedcontiguous mining claims known as Atlanta Gold covering 1,891 acres near thetown of Atlanta in Elmore County, Idaho, approximately 60 miles east-northeastof Boise, Idaho. Of the mining claims comprising Atlanta, three of the patentedclaims and 70 of the unpatented claims are beneficially owned by Atlanta U.S.and 32 of the patented claims and 43 of the unpatented claims are leased byAtlanta U.S. with terms extending to various dates up to 2015.  Since theacquisition by Atlanta U.S. of an interest in Atlanta in 1985, the Corporationhas endeavoured to establish and expand estimated proven and probable reservesat Atlanta and to evaluate the feasibility of constructing and operating a mineat Atlanta.

OnJuly 22, 1997, Atlanta U.S. and Canadian American Mining Company, LLC ("CAMC")(formerly Quest International Resources Corporation) ("Quest"), entered intoa joint venture agreement (the "Quest Agreement") whereby Atlanta U.S. wasappointed the operator of, and held an 80 per cent interest in Atlanta, withQuest holding the remaining 20% participating interest. On December 17, 1997,Quest advised Atlanta U.S. that it had elected under the Agreement not toparticipate in its contractual share of further property costs incurred after1997. On December 13, 2002, CAMC agreed to transfer its 20 per centparticipating interest in the joint venture to Atlanta U.S. CAMC retains the 2%net smelter return royalty on Atlanta, as per the Quest Agreement.

OnFebruary 2, 1999, Atlanta U.S. signed a Lease/Option to Purchase Agreement("the Monarch Agreement") with Monarch Greenback, LLC ("Monarch")relating to Monarch's surface and mineral rights to Atlanta. During the termof the ten-year lease, Atlanta U.S. has the option to purchase such surface andmineral rights for US$2 million. If this option is exercised, the existingminimum annual rental payments on such surface and mineral rights will beterminated and replaced by a net smelter return royalty of 0.5% of gold sales ifthe average realized gold price is US$365 per ounce or less, provided that thecumulative minimum annual rental payments made by Atlanta U.S. pursuant to theMonarch Agreement are credited against the obligation of Atlanta U.S. to makenet smelter return royalty payments to Monarch. For each US$1 increase in theaverage realized gold price over US$365 per ounce, the net smelter returnroyalty will be increased by 0.01% to a maximum rate of 3.5%. In 1999, the termsof the minimum annual rental payments payable to Monarch were amended. US$25,000owing in 1999, was paid in January 2000 and the US$75,000 unpaid balance wasadded to the option price. In 2001, the Monarch Agreement was further amendedsuch that, commencing in 2001, Atlanta U.S. will pay Monarch US$50,000 per yearin minimum annual rental payments until 2008. The cumulative balance owing to2008 of US$800,000 will be added to the option price. By then, the option priceto purchase such surface and mineral rights will be US$2,875,000.

Anet smelter return royalty is payable on production from Atlanta, subject toannual payments to the lessors as set forth below. These payments are requiredto keep the agreements in good standing. The advance royalty payments will beterminated if the option to purchase is exercised. During the year, theCorporation paid US$17,500 (2003 and 2002 - US$17,500) in advance royaltypayments to the lessors.

Thefollowing table sets forth the existing minimum annual lease payments requiredto be made by Atlanta U.S. under the amended leases entered into by Atlanta U.S.in respect of Atlanta:

2.

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|                                        |                                      |                              |
|----------------------------------------|--------------------------------------|------------------------------|
| Year      ending      December 31 | Minimum annual

Rental      payments | Advance      Royalty Payment |
|                                   | US$                                  | US$                          |
| 2005                                   | 50,000                               | 17,500                       |
| 2006                                   | 50,000                               | 159,500                      |
| 2007 to 2008                           | 50,000                               | 20,000                       |
| 2009 to 2011                           | -                                    | 20,000                       |
| 2012      to 2015                      | -                                    | 10,000                       |

**LocationMap**

Pleasesee exhibit 99 for a small scale map of the primary access route to the AtlantaGold.

In1997, a prefeasibility study completed on behalf of Quest identified a totalresource for Atlanta estimated to be 1,083,000 ounces of gold at 0.02 ounces perton cutoff and 3,217,000 ounces of silver.  The scoping studies conductedon behalf of Atlanta U.S. in 1998 and January 1999 confirmed the estimated goldand silver resources for Atlanta identified in the 1997 prefeasibility study andrecommended that Atlanta U.S. proceed with a feasibility study for Atlanta.

Atlantawas reactivated once it became evident that the price of gold had risen aboveU.S.$300 on a sustained basis. Following the project outline in the 1998 scopingstudy, a conventional open-pit cyanide heap leach operation is planned.  BehreDolbear & Company (USA) Inc. ("Behre Dolbear") was retained to completea feasibility study.

MontgomeryWatson Harza, an environmental consulting firm experienced in mine permitting,was retained in May 2002 to conduct a review of the existing environmentalbaseline data and recommend a program to update our information for a newEnvironmental Impact Statement (EIS). A Draft Environmental Impact Statement (DEIS)had been prepared for Atlanta by the United States Department of Agriculture("USDA") Forest Service, Boise, National Forest in l989. A great advantagefor Atlanta is the extensive amount of baseline data, which currently exists onthe project and can be used to update the existing DEIS. This should help toreduce the lengthy permitting process significantly.

Toconfirm extensive previous in-house and third party test work (more than 50column leach tests) and simulate conventional heap leach conditions, ametallurgical column testing program is planned using fresh mineralizationrepresentative of the Monarch and the Idaho deposits.

Themetallurgical drilling program was designed by Atlanta U.S. staff and reviewedby Behre Dolbear and Company of Denver, Colorado ("Behre Dolbear"). Drillingcommenced on October 23, 2002.  A total of 1,284 meters (4,211 feet) wasdrilled on 13 core holes using HQ size core (63.5mm / 2.5 inch diameter).  Nineholes were drilled into the Monarch ore body and four holes were drilled intothe Idaho ore body. One of the four holes was a geotechnical hole, which wasdrilled into the south wall of the Idaho ore body.

Splitcore samples were collected in 3-meter increments and were assayed for goldusing a 500-gram cyanide bottle roll test as a first step in determining goldrecovery characteristics.

3.

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**MonarchDeposit**

|             |          |                                                                      |                       |                             |                          |  |
|-------------|----------|----------------------------------------------------------------------|-----------------------|-----------------------------|--------------------------|--|
| hole      # | dip      | Mineralized

 Interval                                          | Core      length      | Assay                       |
| oz/ton      | g/tonne  |
| D02-14W05   | 50° | 147'-177'

227'-267'                                                 | 30'

40'              | 0.103

0.061                | 3.52

2.09               |
| D02-10W06   | 54° | 30'-148'                                                             |   118'      | 0.061                       | 2.09                     |
| D02-8W07    | 60° | 142'-322'

     or      142'-362'           | 180'

220'            | 0.076

0.066                | 2.61

2.25               |
| D02-6W08    | 56° | 90'-158'

181'-301'

     or      181'-341' | 68'

120'

160'       | 0.054

0.059

0.050         | 1.86

2.02

1.70         |
| D02-5W09    | 65° | 55'-360'

**incl.      265'-360'**                                   | 305'

**95'**         | 0.065

**0.120**            | 2.23

**4.10**           |
| D02-1W10    | 68° | 95'-185'

285'-409.5'

      425'-465' | 90

124.5'

40'       | 0.029

0.039

0.149         | 0.99

1.33

5.08         |
| D02-1E11    | 64° | 196'-282'

**incl.      246'-282'**

**incl.      256'-266'**        | 86'

**36'**

**10'** | 0.231

**0.481**

**1.030** | 7.91

**16.5**

**35.3** |
| D02-3W12    | 54° | 10'-70'                                                              | 60'                   | 0.168                       | 5.76                     |
| D02-3E13    | 56° | 100'-290'                                                            | 190'                  | 0.058                       | 1.97                     |

**IdahoDeposit**

|             |          |                       |                  |       |      |
|-------------|----------|-----------------------|------------------|-------|------|
| hole      # | Dip      | Mineralized

Interval | Core      length | Assay |
| oz/ton      | g/tonne  |
| D02-36W01   | 60° | 0'-280'               | 280'             | 0.046 | 1.56 |
| D02-34W03   | 57° | 10'-310'              | 300'             | 0.046 | 1.56 |
| D02-31W04   | 60° | 10'-305'              | 295'             | 0.039 | 1.32 |

**Environmental/GeotechnicalHole For Wall Rock Sample**

|             |          |                       |                  |       |      |
|-------------|----------|-----------------------|------------------|-------|------|
| hole      # | Dip      | Mineralized

Interval | Core      length | assay |
| oz/ton      | g/tonne  |
| D02-34W02*  | 58° | 20'-150'              | 130'             | 0.014 | 0.46 |

Allof the holes were drilled as angle holes ranging from -45 to -60 degrees whichcut across the width of the shear zone (which is 18 to 55 meters wide) to obtainrepresentative samples of gold mineralization.  Mineralized drill core wassawed lengthwise with one half of the core saved for metallurgical testing, onequarter for assaying, and one quarter was saved for reference.

Atlantaores have undergone extensive metallurgical testing over the years, includingover 50 column leach tests.  However, most of these tests were donein-house, used primarily coarse crush sizes (38.1 to 50.8 mm, 1 1⁄2 to 2 inches)and were leached for relatively short periods of time (approx. 60 days).  Aclose examination of the historic metallurgical data and a limited amount ofcolumn test data from l998 indicated that finer crushing and a longer leach timewould significantly improve the gold recovery over what was achieved in previouswork, especially for the moderate and low recovery ores.

 Inparallel with the metallurgical testing program and commencement of preparationof the feasibility study, preparation of an Environmental Impact Statement (EIS)was commenced in compliance with the United

4.

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StatesNational Environmental Policy Act (NEPA). Much of the baseline environmentaldata needed for an EIS and in fact, had previously prepared a draft EIS in l989. 

Severalother key components of the process were also commenced: the preparation of aMemorandum of Understanding ("MOU") between the U.S. Forest Service andAtlanta U.S., an updated Plan of Operations, and a new Reclamation Plan.  TheMOU serves to outline each party's responsibilities and sets out theprocedures and timetable for the EIS process. The Plan of Operations is apreliminary description of the mining operation that is proposed by Atlanta U.S.and is used as the basis for public scoping and the development of the datarequired for the EIS.  Based on the Plan of Operations, a Reclamation Planis prepared to outline the proposed methods and timing to reclaim the mining andprocessing areas after the project has ceased production.

AtlantaU.S. has maintained close ties with both state and federal regulatoryauthorities during the past several years and has been proactive in solicitingsupport.  Meetings have been held with the Idaho Governor's office, IdahoDepartment of Lands, the U.S. Senators from Idaho, and the EnvironmentalProtection Agency. The Corporation believes that a partnership approach to thepermitting process, where everyone participates, will allow it to proceedquickly and efficiently to final approval of the EIS.

Planof Operations - 2003

InApril 2003, a proposed Plan of Operations was submitted to the USDA ForestService ("USFS"), Idaho City Ranger District, which outlined the mining planfor Atlanta.  As the lead Federal agency for the environmental permittingprocess, the USFS issued a Notice of Intent on July 10, 2003 requiring thepreparation of an Environmental Impact Statement (EIS) for the project.  AMemorandum of Understanding (MOU) outlining the procedures and responsibilitiesof the USFS and Atlanta Gold for the preparation of the EIS was executed on July10, 2003. On February 1, 2005, Atlanta Gold issued the final Plan of Operationto the USFS and the USFS has given approval to proceed with the next phase ofthe EIS, namely the permitting process. The EIS is expected to be completed bythe end of 2005. Mine construction is expected to commence in the second quarterof 2006 and gold is expected to be poured before the end of 2006.

*TheEIS Process*

InOctober 2003, Tetra Tech Maxim Technologies ("Maxim") was chosen as thethird-party environmental contractor to prepare the EIS. Maxim has extensiveexperience in the preparation of mine related environmental studies and recentlycompleted the EIS for the Astaris Dry Valley Mine (Phosphate) located insoutheast Idaho. At the same time, Atlanta U.S. appointed Patrick J. Maley asEnvironmental Manager for the project as the Corporation's representative inthis process of preparing the EIS.  Mr. Maley is highly qualified, havingheld similar positions with companies like Battle Mountain, Sante Fe PacificGold Corporation and ASARCO.

Environmentaldata collection began in mid-October 2003 with field crews active on the minesite working through the fall and winter.  Surface water, ground water,cultural resources, soils, fisheries, wildlife, and air quality, are all beingstudied to evaluate the potential impacts of the project.   Newinformation is being collected to up-date and supplement the extensive, existingbaseline data that is available from a Draft EIS that was prepared in the latel980s on the project.

Oncethe Final EIS has been completed, a Record of Decision (ROD) is issued by theUSFS, which is the final step in the federal permitting process.  State andlocal permits are being developed in parallel with the EIS process.  Completionof the permitting process is anticipated to occur by the end of 2005.

AtlantaU.S. believes that the EIS and permitting process is a partnership between thecompany, the federal, state and local agencies, and the public.  Effectiveparticipation in the process is encouraged and critical to our success.

5.

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Completionof the Feasibility Study - 2004

Inthe fourth quarter of 2004, Behre Dolbear delivered a positive full FeasibilityStudy on Atlanta. This study concludes that, at prevailing (+ US$425 per ounce)or lower gold prices, an economically mineable gold deposit has been identifiedand confirmed at Atlanta. At a gold price of US$375, Atlanta has an InternalRate of Return ("IRR") of 24.62 percent and a Net Present Value ("NPV")of $15.9 million at a discount rate of 10 percent. Life-of Mine capitalexpenditures total US$37.977 million.

Theoperation, which is anticipated to have a life of six or more years will employconventional open pit mining of two orebodies, the Monarch and Idaho, followedby three-stage crushing, heap leaching and processing through an adsorption-desorption-refining("ADR") carbon plant.

Totalcash cost per equivalent ounce of gold is US$187.90 per ounce (see Table 1) andthe total production cost, including depreciation, depletion and the mine fleetleasing cost is US$288.00 per ounce.

|                                                                                                                                                                                                             |                    |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|
| Table 1                              **Cost      per Equivalent Ounce of Gold ($)** |
| **Item**                                                                                                                                                                                                    | **Base      Case** |
| Mining*                                                                                                                                                                                                     | 75.80*             |
| Processing                                                                                                                                                                                                  | 78.90              |
| G & A                                                                                                                                                                                                   | 28.90              |
| **Sub Total**                                                                                                                                                                                               | **183.60**         |
| By-Product Credits, less      refining & transport*                                                                                                                                                     | (9.40)             |
| **Cash Operating Costs**                                                                                                                                                                                    | **174.20**         |
| Royalties                                                                                                                                                                                                   | 9.50               |
| Production Taxes, Water      Rights Payments                                                                                                                                                                | 4.20               |
| **Total Cash Costs**                                                                                                                                                                                        | **187.90**         |
| Mine Fleet Leasing Cost                                                                                                                                                                                     | 27.80              |
| Depreciation                                                                                                                                                                                                | 36.80              |
| Depletion Amortization                                                                                                                                                                                      | 19.70              |
| Other Investment                                                                                                                                                                                            | 15.80              |
| **Total Production Costs**                                                                                                                                                                                  | **288.00**         |

*In this table the cost of the leased mining equipment has been removed from themining operating cost and inserted as a separate line item.

Keyfinancial results for the Base Case based on gold and silver prices of US$375and US$6.00 per ounce respectively (see Table 2) are set forth below (thegold cutoff grade is 0.015 OPT, as determined by the feasibility study):

6.

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Basicparameters for cutoff grade calculation:

Mining(ore & waste)

$1.00per tonne

Refining& Transport

$3.00per ounce

Crushing,loading, stacking

$1.22per tonne

Taxes(excluding income taxes)

$3.75per ounce

HeapLeach processing

$1.66per tonne

GoldPrice

$350per ounce

G&A

$1.12per tonne

Effectivegold price

$343.25per ounce

Total

$5.00per tonne

Totalexcluding mining

$4.00per tonne

Internalrecoverable gold equivalent cutoff grade:   0.012 opt

Externalrecoverable gold equivalent cutoff grade:  0.015 opt

|                                                                                                                                                                                                                                                                                                  |                                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|
| Table      2                                              **Key      Financial Results** |
| **Item**                                                                                                                                                                                                                                                                                         | **Base      Case @ US$375/oz** |
| Recoverable Ounces of Gold                                                                                                                                                                                                                                                                       | 525,229                        |
| Internal      Rate of Return (%)                                                                                                                                                                                                                                                                 | 24.62                          |
| Net Income      after Taxes ($millions)                                                                                                                                                                                                                                                          | 18.6                           |
| Net      Present Value @ 0% Discount Rate ($millions)                                                                                                                                                                                                                                            | 36.2                           |
| Net      Present Value @ 10% Discount Rate ($millions)                                                                                                                                                                                                                                           | 15.9                           |
| Net      Present Value @ 15% Discount Rate ($millions)                                                                                                                                                                                                                                           | 9.2                            |
| Net      Present Value @ 20% Discount Rate ($millions)                                                                                                                                                                                                                                           | 3.9                            |
| Payback      Period (Years)                                                                                                                                                                                                                                                                      | 2.6                            |

Keyproduction statistics for the operations, as set forth in the Feasibility Study,include 525,000 ounces of gold and 1,084,000 ounces of silver (see Table 3).

|                                                                                                                                                                                                                                                                                                                         |              |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|
| Table 3                                                  **Key      Production Statistics** |
| **Item**                                                                                                                                                                                                                                                                                                                | **Quantity** |
| Life-of-Mine      (years)                                                                                                                                                                                                                                                                                               | 5.5          |
| Total Gold      Sold (ounces)                                                                                                                                                                                                                                                                                           | 525,229      |
| Total      Silver Sold (ounces)                                                                                                                                                                                                                                                                                         | 1,083,839    |
| Average      Annual Gold Sold (ounces)                                                                                                                                                                                                                                                                                  | 95,900       |
| Average      Annual Gold Sold - 1st three years (ounces)                                                                                                                                                                                                                                                                | 106,000      |
| Total Tons      of Ore Processed (k tons)                                                                                                                                                                                                                                                                               | 13,669       |

7.

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|                                                    |           |
|----------------------------------------------------|-----------|
| Average      Annual Ore Tonnage Processed (k tons) | 2,485     |
| Total Tons      of Waste moved (k tons)            | 46,287    |
| Life-of-Mine      Stripping Ratio                  | 3.39 to 1 |

*MineableReserves*

BehreDolbear used the recoverable gold resource model to develop diluted open pitmineable reserves, which are the basis of the Feasibility Study (see Table 4 and5).

|                                                                                                                                                                                                                                                            |           |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|
| Table 4                                      **Parameters      used for pit optimization** |
| Item                                                                                                                                                                                                                                                       | Parameter |
| Gold Price      ($/troy ounce)                                                                                                                                                                                                                             | 350.00    |
| Silver      Price ($/troy ounce)                                                                                                                                                                                                                           | 6.00      |
| Refining      & Transportation ($/tray ounce)                                                                                                                                                                                                          | 3.00      |
| Royalty (NSR)                                                                                                                                                                                                                                              | 2.5%      |
| Mining      (ore & waste $/ton)                                                                                                                                                                                                                        | 1.00      |
| Feeding      Crusher with Loader ($/ton)                                                                                                                                                                                                                   | 0.15      |
| Crushing      ($/ton)                                                                                                                                                                                                                                      | 0.92      |
| Stacking      ($/ton)                                                                                                                                                                                                                                      | 0.15      |
| Heap Leach      Processing                                                                                                                                                                                                                                 | 1.66      |
| General      & Administrative ($/ton)                                                                                                                                                                                                                  | 1.12      |
| Interramp      Pit Slope (degrees)                                                                                                                                                                                                                         | 50        |
| Gold      Recovery                                                                                                                                                                                                                                         | Variable* |
| Silver      Recovery                                                                                                                                                                                                                                       | 45%       |
| Allowance      for property, sales and use taxes $ per ounce                                                                                                                                                                                               | 3.75      |
| *      Gold recoveries are input into each block of the model, and range from a      low of 44% for the refractory sulfide material to a high of 80% for the      clean oxide material. The overall average is approximately 64%.                          |

Themineable proven and probable reserves for Atlanta are calculated at a gold priceof US$350 per ounce and a silver price of US$6.00 per ounce. The mineablereserves total 13.669 million tons of ore grading 0.0601 ounces of gold per ton,which, with a weighted recovery of 64.0 percent, yields 525,000 ounces ofrecoverable (salable) gold.

8.

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|                                                                                                                                                                                                                                                                      |            |                            |                |                                 |                                  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------|----------------|---------------------------------|----------------------------------|
| Table 5                                      **Proven      and Probable Reserves - Atlanta Project** |
| Ore body                                                                                                                                                                                                                                                             | K tons     | Diluted Au      grade oz/t | Ag grade

oz/t | Recoverable      Au grade

oz/t | Equiv.      Rec.

Au grade

oz/t |
| **Monarch      Pit**                                                                                                                                                                                                                                                 |       |                       |           |                            |                             |
| Proven                                                                                                                                                                                                                                                               | 7,023      | 0.0732                     | 0.2306         | 0.0463                          | 0.0481                           |
| Probable                                                                                                                                                                                                                                                             | 977        | 0.0664                     | 0.2062         | 0.0421                          | 0.0437                           |
| **Total**                                                                                                                                                                                                                                                            | 8,000      | 0.0724                     | 0.2276         | 0.0458                          | 0.0475                           |
|                                                                                                                                                                                                                                                                 |       |                       |           |                            |                             |
| **Idaho      Pit**                                                                                                                                                                                                                                                   |       |                       |           |                            |                             |
| Proven                                                                                                                                                                                                                                                               | 5,002      | 0.0421                     | 0.0766         | 0.0280                          | 0.0286                           |
| Probable                                                                                                                                                                                                                                                             | 667        | 0.0467                     | 0.0654         | 0.0279                          | 0.0284                           |
| **Total**                                                                                                                                                                                                                                                            | 5,669      | 0.0426                     | 0.0753         | 0.0280                          | 0.0286                           |
|                                                                                                                                                                                                                                                                 |       |                       |           |                            |                             |
| **Total      Atlanta**                                                                                                                                                                                                                                               |       |                       |           |                            |                             |
| Proven                                                                                                                                                                                                                                                               | 12,025     | 0.0603                     | 0.1665         | 0.0387                          | 0.0400                           |
| Probable                                                                                                                                                                                                                                                             | 1,644      | 0.0584                     | 0.1491         | 0.0363                          | 0.0375                           |
| **Total**                                                                                                                                                                                                                                                            | **13,669** | **0.0601**                 | **0.1644**     | **0.0384**                      | **0.0397**                       |

*PossibleFuture Additions to the Ore Reserves*

TheFeasibility Study advises that there are significant possible additions to themineral reserves/resources, which are likely to extend the mine life:

·

Outsidethe boundaries of the Monarch and Idaho pits, the orebody is incompletelydrilled, particularly below both the Monarch and Idaho pit bottoms and in thearea between the two pits. Additional ore may be found in these areas;

·

Thereare two higher-grade partially drilled inferred resources within one mile orless of the Monarch Pit. These are the Tahoma Zone and the East Extension Zone,which together contain nearly 200,000 in-place ounces, but require confirmatorydrilling;

·

Thereis a partially drilled, inferred underground resource containing some 240,000ounces, which by itself has upside potential from additional drilling.                       

BehreDolbear believes that the ultimate mineable ore reserves could increasesubstantially.

*Mining*

9.

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Thereserves are contained in two open pits, the Monarch and Idaho. The Monarch,larger and higher grade but with a higher stripping ratio, will be mined first,and some of the waste from the Idaho pit will be backfilled into the mined outMonarch pit (Table 6).

Atlantawill do its own mining with a fleet of reconditioned, conventional,Caterpillar-manufactured mining equipment. The equipment will be leased from andmaintained by an independent contractor who has provided firm bids for equipmentlease rates as well as for maintenance of the fleet. Ore will be hauled to astockpile ahead of the primary crusher for eight months of the year (May throughDecember); waste will be mined all year. The crusher will be fed by a front-endloader.

Themajor items of mining equipment are rotary blast hole drills, drilling 6-7/8inch diameter holes into 25-foot high benches, 14 cubic yard front end loadersand 100-ton haulage trucks. Life-of-mine unit mining costs, reflecting the shorthauls and the high annual volumes of waste, are approximately $0.90 per ton forboth ore and waste, including the contractor's leasing and maintenancecharges.

|                                                                                                                                                                                                                                                                                                                                                                                                         |                       |          |          |          |          |          |          |            |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|----------|----------|----------|----------|----------|----------|------------|
| Table 6                                                                **Life-of      Mine Schedule** |
| **Item**                                                                                                                                                                                                                                                                                                                                                                                                | **2005      Nov-Dec** | **2006** | **2007** | **2008** | **2009** | **2010** | **2011** | **Totals** |
| Tons of      Waste Mined (k tons)                                                                                                                                                                                                                                                                                                                                                                       | 1,972                 | 12,135   | 12,116   | 10,439   | 7,742    | 2,153    | --       | 46,287     |
| Tons of      Ore Mined (k tons)                                                                                                                                                                                                                                                                                                                                                                         | 672                   | 2,596    | 2,464    | 2,464    | 2,464    | 2,464    | 545      | 13,669     |
| Stripping      Ratio                                                                                                                                                                                                                                                                                                                                                                                    | 2.93                  | 4.67     | 4.92     | 4.24     | 3.03     | 0.72     | --       |       |
| Recovered      Gold

Grade      (opt)                                                                                                                                                                                                                                                                                                                                                                   | 0.0467                | 0.0496   | 0.0386   | 0.0483   | 0.0281   | 0.0257   | 0.0340   | 0.0384     |
| Recovered      Gold

Placed on      Heaps (ozs)                                                                                                                                                                                                                                                                                                                                                         | 31,382                | 128,632  | 95,110   | 119,011  | 69,238   | 63,325   | 18,530   | 525,229    |
| Gold Sold      (ozs)                                                                                                                                                                                                                                                                                                                                                                                    | 6,280                 | 102,420  | 116,280  | 111,700  | 84,100   | 65,100   | 39,349   | 525,229    |
| True      Silver

Grade      Mined (ozs)                                                                                                                                                                                                                                                                                                                                                                | 0.2738                | 0.2663   | 0.2241   | 0.1500   | 0.0979   | 0.0736   | 0.1080   | 0.167      |
| Silver      Recovery (5)                                                                                                                                                                                                                                                                                                                                                                                | 50                    | 50       | 50       | 50       | 50       | 50       | 50       |       |
| Recovered      Silver Placed on Heaps (ozs)                                                                                                                                                                                                                                                                                                                                                             | 91,997                | 345,656  | 276,091  | 184,800  | 120,613  | 90,675   | 31,050   | 1,140,883  |
| Recovered      Silver Placed on Heaps (ozs)                                                                                                                                                                                                                                                                                                                                                             | 91,997                | 345,656  | 276,091  | 184,800  | 120,613  | 90,675   | 31,050   | 1,140,883  |
| Silver      Sold (ozs)                                                                                                                                                                                                                                                                                                                                                                                  | 17,480                | 342,000  | 271,700  | 185,250  | 123,500  | 95,950   | 47,959   | 1,083,839  |

*Processing*

10.

----

TheAtlanta ore will be crushed through a three-stage crushing circuit andagglomerated with cement and cyanide solution in an agglomeration drum prior toplacement on the leach pads. The crushed ore will be crushed to a nominal 80percent passing 3/8-inch size. The cement is added for agglomerate stability aswell as pH control. The agglomerated ore will be placed on the heap leach padswith a conveyor system to maintain good permeability. The initial productionwill be placed on the Ridge heap leach pad, which will enable gold production tocommence at an earlier date while the larger Valley heap leach pad is underconstruction. Leaching operations will continue year around although mining,crushing, and ore emplacement on the pad will be conducted for eight months ofthe most seasonably amenable portion of the year (May through December). Theextra leach time allowed by this placement and leaching schedule will give anincreased extraction of gold and silver from the slower leaching components ofthe ore.

Theinitial 2.2 million tons of ore will be placed on the Ridge Pad (Starter Pad)and the remainder of the ore will be placed on the Valley Pad. There are twoadditional advantages of this sequencing of leach pads beyond the initialadvantage of earlier gold production. Detoxification and reclamation of theRidge Pad can commence during the operation of the Valley Pad, shortening theoverall time requirement for this obligation of the project. Secondly, thevolume placement in the Valley Pad is reduced compared to the use of this pad asthe sole leach pad, which allows some additional capacity should additionalreserves be proven or some cost reductions should the full potential volume ofthis pad not be needed.

Thepregnant solutions from the heap leach pads will be processed through a carbonadsorption plant to remove the gold and silver, with the barren solutionrecycled to the heap after adjusting cyanide strength and pH. Provisions havebeen made in the pregnant and barren pond content to the carbon adsorptionplant. The carbon plant will operate year around in conjunction with theleaching operations.

*ADRplant general arrangement*

Daily,a portion of the carbon will be removed from the adsorption circuit and the goldand silver will be stripped from the carbon. The stripped carbon will be acidwashed to remove any scale and adsorbed base metals prior to returning to theadsorption circuit. Periodically, the stripped carbon will be regenerated torestore its adsorption capacity prior to returning to the adsorption circuit.

Thegold and silver recovered in a concentrated cyanide solution from the strippedcarbon will be recovered in electrolytic cells. The cathodic sludge from thecells will be smelted to produce a gold and silver doré for shipment to arefiner.

*HeapLeach Facility*

Thesite is located in steep topography and thus to achieve the goal of earlyproduction, Atlanta plans on processing the 13.7 million ton reserve on two heapleach pads. Crushing and placement of ore on the smaller Ridge Pad is scheduledto start in late 2005 or early 2006 contingent on operating permits issued bythe US Forest Service in a timely fashion. The larger Valley Pad with a capacityof 11.5 million tons is expected to be ready for loading and leaching inSeptember 2006. In general, construction is season and weather dependent.  Ittakes approximately one month after stacking has commenced to produce the firstgold bar.

*LandStatus*

Theentire claim block is irregular in plan but lies within Sections 2, 3, 4, 10,11, 12, 13, 14 and 15 of Township 5 North, Range 11 East, Boise Meridian, ElmoreCounty, Idaho. Patented claim blocks owned mostly by the Monarch Greenback LLCand leased to Atlanta, straddle the approximately 12,000 feet of strike lengthof the Atlanta Main Zone. It is mainly within those claim blocks that theMonarch and Idaho Pit zones lie.

11.

----

Approximately115 acres of patented and unpatented claims within the perimeter of the claimblock and remote from the main mineralized Atlanta zone are held by others. Allfacilities have, however, been located on mineral claims owned or leased by theCorporation.

TheCorporation's holdings comprise patented, unpatented, lode, and millsiteclaims, which are either leased or owned by the Corporation. The total area ofthe property is 1,891 acres, consisting of 152 contiguous and, in some cases,overlapping claims (Table 7).

|                                                                                                                                                                                                                                                                                                                                                                                                           |                                          |                             |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------|-----------------------------|
| Table 7                                                                  **Claims      Held** |
| **Number      of Claims**                                                                                                                                                                                                                                                                                                                                                                                 | **Classification**                       | **Total      Area (acres)** |
| 33                                                                                                                                                                                                                                                                                                                                                                                                        | Patented      claims with surface rights | 355                         |
| 3                                                                                                                                                                                                                                                                                                                                                                                                         | Patented      millsites                  | 14                          |
| 115                                                                                                                                                                                                                                                                                                                                                                                                       | Unpatented      lode claims              | 1,517                       |
| 1                                                                                                                                                                                                                                                                                                                                                                                                         | Unpatented      millsite                 | 5                           |

*WaterSupply*

TheCorporation has a 10-year lease for an existing, decreed water right on theMiddle Fork of the Boise River from Greene Tree Incorporated for a monthlyrental of US$287.50. The water right consists of 0.92 cfs (412 gpm) and is aseasonal, irrigation water right that must have the use and point of diversionchanged through the Idaho Department of Water Resources prior to its use formining purposes. Additional water can be acquired through lease or purchase ofexisting water rights, or from an annual lease of stored water from the WaterDistrict #63 rental pool. Rental pool water is priced at US$6.50 per acre-footfor in-basin use.    

*CapitalCosts*

BehreDolbear, Lyntek, and Knight Piesold, under the overall direction of BehreDolbear, have determined that the project capital costs will totalUS$37.977million, allowing for three months, or US$6 million, of working capitalto be on hand at start-up (see Table 8).

|                                                                                                                                                                                                                                                           |                |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|
| Table 8                                     **Total      Project Capital and Working Capital** |
| **Item**                                                                                                                                                                                                                                                  | **(US$000's)** |
| Pre-Production      Capital                                                                                                                                                                                                                               | **28,562**     |
| Continuing      and Sustaining Capital                                                                                                                                                                                                                    | 9,415          |
| **Total      Project Capital**                                                                                                                                                                                                                            | **37,977**     |
| Working      Capital                                                                                                                                                                                                                                      | 6,000          |
| **Pre-Production      Cash Requirements**                                                                                                                                                                                                                 | **34,562**     |

*OperatingCosts*

12.

----

Averageoperating costs for the life of the mine total US$6.92 per ton of ore, based onthe stripping ratio of 3.39 to 1. Actual yearly costs are lower in the firstthree years because higher tonnages of ore and higher volumes of waste are beinghandled (Table 9).

|                                                                                                                                                                                                                                                                                                                                                       |                      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|
| Table 9                                                       **Operating      Costs (per ton)** |
| **Item**                                                                                                                                                                                                                                                                                                                                              | **US$ per      Ton** |
| Mining Ore      and Waste* (Avg.-Life-of-Mine)                                                                                                                                                                                                                                                                                                        | 0.68*                |
| Feeding      Crusher with Front End Loader*                                                                                                                                                                                                                                                                                                           | 0.15*                |
| Crushing      Ore                                                                                                                                                                                                                                                                                                                                     | 0.92                 |
| Stacking      Ore                                                                                                                                                                                                                                                                                                                                     | 0.15                 |
| Heap Leach      Processing                                                                                                                                                                                                                                                                                                                            | 1.66                 |
| General      and Administrative (Avg.)                                                                                                                                                                                                                                                                                                                | 1.05                 |
| Total Cost      per Ton of Ore at stripping ratio of 3.39/1                                                                                                                                                                                                                                                                                           | 6.92                 |

*Doesnot include mine fleet leasing costs

*Sensitivities*

BehreDolbear ran several sensitivities on the Base Case (US$375 per ounce gold price)to determine the effects on the key financial statistics of the following (seeTable 10):

a)Gold prices of $325, $350, $375, $400, $425 (considered to be the current                   price),$450, and $500 per ounce were run. A silver price of $6.00 per ounce                   wasused in all cases, except for the current price case* (see table), where                   $7.25per ounce was used.

b)±10 percent change in operating cost

c)±10 percent change in capital cost

d)± 5 percent change in gold recovery

|                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                        |                                                                                                                                                                                                  |                                                                                                      |                                        |                                                 |                                          |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|----------------------------------------|-------------------------------------------------|------------------------------------------|
| Table 10                                                                      **Sensitivities** |
|                                                                                                                                                                                                                                                                                                                                                                                                                            | % Change      over base or actual gold price per ounce |                                IRR

% |             NPV      @

5 %

($Millions) | Net Income      after tax

($Millions) | Net free

Cash flow      after tax

($Millions) |     Payback

(years) |
| Gold price      per oz                                                                                                                                                                                                                                                                                                                                                                                                          | $375                                                   | 24.62                                                                                                                                                                                            | 24.6                                                                                                 | 18.6                                   | 36.2                                            | 2.6                                      |
| Gold price      per oz                                                                                                                                                                                                                                                                                                                                                                                                          | $325                                                   | 12.07                                                                                                                                                                                            | 9.1                                                                                                  | 8.5                                    | 18.3                                            | 3.9                                      |
| Gold price      per oz                                                                                                                                                                                                                                                                                                                                                                                                          | $350                                                   | 18.53                                                                                                                                                                                            | 17.2                                                                                                 | 13.3                                   | 27.5                                            | 2.9                                      |
| Gold price      per oz                                                                                                                                                                                                                                                                                                                                                                                                          | $400                                                   | 30.32                                                                                                                                                                                            | 31.7                                                                                                 | 24.1                                   | 44.4                                            | 2.3                                      |

13.

----

|                            |                                 |       |      |      |      |     |
|----------------------------|---------------------------------|-------|------|------|------|-----|
| Gold price      per oz     | $450                            | 41.61 | 45.3 | 35.4 | 60.4 | 2.0 |
| Gold price      per oz     | $500                            | 53.05 | 58.6 | 47.0 | 75.9 | 1.9 |
| Current      metal prices* | Gold = $425

Silver      =$7.25 | 36.73 | 39.3 | 30.3 | 53.3 | 2.1 |
| Operating      costs       | ±10                        | 19.23 | 18.2 | 13.4 | 28.8 | 2.8 |
| Operating      costs       | ─10                       | 29.78 | 30.7 | 24.3 | 43.2 | 2.3 |
| Capital      costs         | ±10                        | 20.72 | 21.6 | 17.1 | 33.4 | 2.8 |
| Capital      costs         | ─10                       | 29.24 | 27.6 | 20.2 | 39.0 | 2.3 |
| Gold      recovery         | ±5                         | 29.03 | 30.1 | 22.8 | 42.6 | 2.3 |
| Gold      recovery         | ─5                        | 20.02 | 19.0 | 14.6 | 29.6 | 2.8 |

EnvironmentalImpact Statement

Atlantawas permitted in 1989 on a milling scenario. Presently, an Environmental ImpactStatement ("EIS") is being prepared for the US Forest Service by TetraTech, Inc. on a heap leach scenario.

TheCorporation has finalized the memo of understanding (MOU), the notice of intent(NOI), and the plan of operations (POO). Further, the Corporation has conductedthe required initial agency meetings and prepared and discussed the EIS projectscoping, the EIS proposed action, and the EIS alternatives.

Tohelp ensure the EIS process is completed and Atlanta is built in an efficient,timely and cost effective manner, Bruce Thorndycraft was hired as the GeneralManager of Atlanta in November 2004. He's assisted by Pat Maley, EnvironmentalManager since September 2003.

**ITEM 17.**

**FINANCIAL STATEMENTS**

Indexed herein as**ITEM 19 (a) .**

**FINANCIAL STATEMENTS AND EXHIBITS**