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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 20-F

(Mark One)

 ̈ REGISTRATION STATEMENT
  PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
  ORx ANNUAL REPORT PURSUANT TO SECTION
  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the fiscal year ended December 31, 2004OR  ̈ TRANSITION REPORT PURSUANT TO
  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the transition period from ______ to ______

COMMISSION FILE NUMBER:000-28248

VICEROY EXPLORATION LTD.
  (Exact name of Registrant as specified in its charter)

N/A
  (Translation of Registrant’s name into English)

British Columbia, Canada
  (Jurisdiction of incorporation or organization)

Suite 520 – 700 West Pender Street, Vancouver,
  British Columbia V6C 1G8
  (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 registered:
|-------------------- | ------------------------------------------
|None                 | N/A                                       

Securities registered or to be registered pursuant to Section
  12(g) of the Act:Common Shares
  (Title of Class)

Securities for which there is a reporting obligation pursuant
  to Section 15(d) of the Act:N/A
  (Title of Class)

Indicate the number of outstanding shares of each of the issuer’s
  classes of capital or common stock as of the close of the period covered by
  the annual report.

Common Shares: 35,370,308 common shares without par value
  as of December 31, 2004.

Indicate by check mark whether the registrant (1) has filed
  all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period that
  the registrant was required to file such reports), and (2) has been subject
  to such filing requirements for the past 90 days. Yes x
  No  ̈

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

Item 17x
  Item 18  ̈

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TABLE OF CONTENTS

Page No

|GENERAL                                                         | IV                                                         
|--------------------------------------------------------------- | -----------------------------------------------------------
|GLOSSARY OF TERMS USED IN THIS
      ANNUAL REPORT ON FORM 20-F | IV                                                         
|FORWARD-LOOKING STATEMENTS                                      | VIII                                                       
|PART I                                                          |                                                            
|ITEM 1.                                                         | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
      AND ADVISORS
|ITEM 2.                                                         | OFFER STATISTICS AND EXPECTED TIMETABLE                    
|ITEM 3.                                                         | KEY INFORMATION                                            
|ITEM 3A.                                                        | SELECTED FINANCIAL DATA                                    
|ITEM 3B.                                                        | CAPITALIZATION AND INDEBTEDNESS                            
|ITEM 3C.                                                        | REASONS FOR THE OFFER AND USE OF PROCEEDS                  
|ITEM 3D.                                                        | RISK FACTORS                                               
|ITEM 4.                                                         | INFORMATION ON THE COMPANY                                 
|ITEM 4A.                                                        | HISTORY AND DEVELOPMENT OF THE COMPANY                     
|ITEM 4B.                                                        | BUSINESS OVERVIEW                                          
|ITEM 4C.                                                        | ORGANIZATIONAL STRUCTURE                                   
|ITEM 4D.                                                        | PROPERTY, PLANT AND EQUIPMENT                              
|ITEM 5.                                                         | OPERATING AND FINANCIAL REVIEW AND PROSPECTS               
|ITEM 5A.                                                        | OPERATING RESULTS                                          
|ITEM 5B.                                                        | LIQUIDITY AND CAPITAL RESOURCES                            
|ITEM 5C.                                                        | RESEARCH AND DEVELOPMENT, PATENTS AND
      LICENSES, ETC  
|ITEM 5D.                                                        | TREND INFORMATION                                          
|ITEM 5E.                                                        | OFF-BALANCE SHEET ARRANGEMENTS                             
|ITEM 5F.                                                        | TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS              
|ITEM 5G.                                                        | SAFE HARBOUR                                               
|ITEM 6.                                                         | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                 
|ITEM 6A.                                                        | DIRECTORS AND SENIOR MANAGEMENT                            
|ITEM 6B.                                                        | COMPENSATION                                               
|ITEM 6C.                                                        | BOARD PRACTICES                                            
|ITEM 6D.                                                        | EMPLOYEES                                                  
|ITEM 6E.                                                        | SHARE OWNERSHIP                                            
|ITEM 7.                                                         | MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS    

i

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|ITEM 7A.  | MAJOR SHAREHOLDERS                                                                 | 46
|--------- | ---------------------------------------------------------------------------------- | --
|ITEM 7B.  | RELATED PARTY TRANSACTIONS                                                         | 47
|ITEM 7C.  | INTERESTS OF EXPERTS AND COUNSEL                                                   | 48
|ITEM 8.   | FINANCIAL INFORMATION                                                              | 49
|ITEM 8A.  | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
      INFORMATION                      | 49
|ITEM 8B.  | SIGNIFICANT CHANGES                                                                | 49
|ITEM 9.   | THE OFFER AND LISTING                                                              | 49
|ITEM 9A.  | OFFER AND LISTING DETAILS                                                          | 49
|ITEM 9B.  | PLAN OF DISTRIBUTION                                                               | 51
|ITEM 9C.  | MARKETS                                                                            | 51
|ITEM 9D.  | SELLING STOCKHOLDERS                                                               | 51
|ITEM 9E.  | DILUTION                                                                           | 51
|ITEM 9F.  | EXPENSES OF THE ISSUE                                                              | 51
|ITEM 10.  | ADDITIONAL INFORMATION                                                             | 51
|ITEM 10A. | SHARE CAPITAL                                                                      | 51
|ITEM 10B. | MEMORANDUM AND ARTICLES OF ASSOCIATION                                             | 51
|ITEM 10C. | MATERIAL CONTRACTS                                                                 | 52
|ITEM 10D. | EXCHANGE CONTROLS                                                                  | 53
|ITEM 10E. | TAXATION                                                                           | 53
|ITEM 10F. | DIVIDENDS AND PAYING AGENTS                                                        | 59
|ITEM 10G. | STATEMENT BY EXPERTS                                                               | 59
|ITEM 10H. | DOCUMENTS ON DISPLAY                                                               | 59
|ITEM 10I. | SUBSIDIARY INFORMATION                                                             | 59
|ITEM 11.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK                   | 59
|ITEM 12.  | DESCRIPTION OF SECURITIES OTHER THAN
      EQUITY SECURITIES                       | 60
|PART II   |                                                                                    | 60
|ITEM 13.  | DEFAULT, DIVIDEND ARREARAGES AND DELINQUENCIES                                     | 60
|ITEM 14.  | MATERIAL MODIFICATIONS TO THE RIGHTS
      OF SECURITY HOLDERS AND USE OF PROCEEDS | 60
|ITEM 15.  | CONTROLS AND PROCEDURES                                                            | 60
|ITEM 16.  | RESERVED                                                                           | 61
|ITEM 16A. | AUDIT COMMITTEE EXPERT                                                             | 61
|ITEM 16B. | CODE OF ETHICS                                                                     | 61

ii

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|ITEM 16C.                                               | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       | 61
|------------------------------------------------------- | ---------------------------------------------------------------------------- | --
|ITEM 16D.                                               | EXEMPTIONS FROM THE LISTING STANDARDS
      FOR AUDIT COMMITTEES             | 62
|ITEM 16E.                                               | PURCHASES OF EQUITY SECURITIES BY THE
      ISSUER AND AFFILIATED PURCHASERS | 62
|PART III                                                |                                                                              | 62
|ITEM 17.                                                | FINANCIAL STATEMENTS                                                         | 62
|ITEM 18.                                                | FINANCIAL STATEMENTS                                                         | 62
|ITEM 19.                                                | EXHIBITS                                                                     | 63
|SIGNATURES                                              | 65                                                                          
|CONSOLIDATED FINANCIAL STATEMENTS                       | 66                                                                          
|MANAGEMENT REPORT                                       | 67                                                                          
|INDEPENDENT AUDITORS’
      REPORT                      | 68                                                                          
|CONSOLIDATED BALANCE SHEETS                             | 69                                                                          
|CONSOLIDATED STATEMENTS OF
      OPERATIONS AND DEFICIT | 70                                                                          
|CONSOLIDATED STATEMENTS OF
      CASH FLOWS             | 71                                                                          
|NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS        | 72                                                                          

iii

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GENERAL

In this Annual Report on Form 20-F, all references to the
  “We”, “Viceroy” and the “Company” refer
  to Viceroy Exploration Ltd. and its consolidated subsidiaries.

We use the Canadian dollar as our reporting currency. All
  references in this document to “dollars” or “$”
  are expressed in Canadian dollars, unless otherwise indicated. See also Item
  3 – “Key Information” for more detailed currency and conversion
  information.

Except as noted, the information set forth in this Annual
  Report is as of March 21, 2005 and all information included in this document
  should only be considered correct as of such date.

GLOSSARY OF TERMS USED IN THIS ANNUAL REPORT ON FORM 20-F

|alteration           | Changes in the chemical or mineralogical composition of a
      rock, generally produced by weathering or hydrothermal solutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    
|anomalous            | Inconsistent with or deviating from what is usual, normal
      or expected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                    
|anomaly              | The geographical area corresponding to anomalous geochemical
      or geophysical values.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                    
|Argentine Properties | Includes the Gualcamayo property and the Las Flechas, Salamanea,
      Evelina and La Brea/Las Carachas properties, substantially all located in
      the San Juan province, Argentina.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                    
|assay                | A chemical test performed on a sample of ores or minerals
      to determine the amount of valuable metals contained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                    
|Au                   | Gold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                    
|breccia              | Rock consisting of fragments, more or less angular, in a matrix
      of finer-grained material or of cementing material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                    
|carbonate            | A mineral containing the radical CO3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                    
|carried interest     | An interest which does not require funding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                    
|Cateo                | In Argentina, a cateois an exploration concession
      granted for a period of up to 1,100 days. In areas where field work seasons
      are limited, only the available field season  will be considered in
      determining the 1,100 days. A cateoallows the holder the  exclusive
      right to explore the area, subject to certain pre-existing rights of owners
      of  minaswithin the area and adjacent owners of cateos.
      Through exploration, the owner  of the cateomay make and file
      manifestacionesof discovery and petition the mining  office
      for the granting of minas. A cateomay be up to 10,000 hectares
      in size. A  single legal entity may not hold more than 20 cateosor 200,000 hectares of cateosin  any one province. When
      the cateois officially granted, a one time payment of about 
      US$0.35 (Pesos $0.80) per hectare is made.
|                    
|chalcopyrite         | A sulfide mineral containing copper and iron.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                    
|chip sample          | A sample composed of continuous chips of rock collected over
      a specific surface line and distance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                    
|disseminated         | Mineralization scattered through a volume of host rock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

iv

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|geology             | A science that deals with the history of the earth as recorded
      in rocks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   
|grade               | The concentration of an ore metal in a rock sample, given
      either as weight percent for  base metals or in grams per tonne (g/t)
      or ounces per short ton (oz/t) for precious  metals. The grade of an
      ore deposit is calculated, often using sophisticated statistical  procedures,
      as an average of the grades of a very large number of samples collected 
      from throughout the deposit.                                                                                                                                                                            
|                   
|g/t                 | Grams per tonne                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                   
|heap leach          | A process whereby gold is extracted by “heaping”
      broken ore on sloping impermeable  pads and continually applying to
      the heaps a weak cyanide solution which dissolves  the contained gold.
      The gold-laden solution is then collected for gold recovery.                                                                                                                                                                                                                                                                                                                        
|                   
|ID3Model            | Also referred to as Inverse Distance Weighting: Block values
      are estimated based on  the weighted values of data points closest
      to the block centroid. The weighting is the  inverse of the distance
      of the data point from the centroid raised to a specific power.  The
      higher the power the closer the estimate becomes to a nearest neighbor 
      interpolation. The most common power is 2 but higher powers may be used
      in order  to reduce smoothing of grades.                                                                                            
|                   
|intrusive/intrusion | An igneous rock that was once molten and has “intruded”
      into pre-existing rocks in  that state, after which it cools.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                   
|km                  | Kilometre.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                   
|Kriged Model        | Also referred to as BLUE (best, linear, unbiased estimator),
      is a method of  determining a weighted average in such a way that the
      geostatistical estimation  variance of the weighted average is minimized.
      Kriging utilizes the spatial  relationship between samples, as quantified
      by the semivariogram, to provide weights  for the estimation of the
      unknown point or block. Kriging has many variations but the  most commonly
      used is ordinary (or linear) kriging.                                                                                   
|                   
|m                   | Metre                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                   
|manifestaciones     | In Argentina, manifestacionesof discovery are official
      notices filed with the mining  department indicating that the person
      filing (who must be the owner of the cateoin an  area covered
      by a cateo) has made a discovery. The filing and acceptance of such
      a  notice constitutes the first step in converting a discovery to a
      mina. A manifestacion  of discovery may cover one or
      more claims in the case of either a vein or  disseminated deposit.
      The size of the manifestacionesand the annual payments are 
      the same as those for minas.
|                   
|MASA                | Minas Argentinas S.A., an indirect 100% owned Argentinean
      subsidiary which holds  all of the Company’s Argentinean assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                   
|Mina                | In Argentina, a mina,or mineral lease, is a real property
      interest. It is a right to  explore on a permanent basis after the
      completion of an official survey for as long as  the right is diligently
      utilized and semi-annual payments of US$14.00 (Pesos $40) per 
      claim are made. A minamay consist of one or several claims or “pertinencias”.
      In  the case of vein deposits, each claim is a maximum of 200 by 300
      metres or six  hectares; for disseminated deposits, each claim is up
      to one square kilometre or 100  hectares.                  
|                   
|mineral reserve     | Securities and Exchange Commission Industry Guide 7 Description
      of Property by  Issuers Engaged or to be Engaged in Significant
      Mining Operationsof the Securities  and Exchange Commission defines
      a 'reserve’ as that part of a mineral deposit which                                                                                                                                                                                                                                                                                                                         

v

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|                 | could be economically and legally extracted or produced at the time
          of the reserve  determination. Reserves consist of:
        (1) Proven (Measured) Reserves.Reserves for which: (a) quantity
          is computed from  dimensions revealed in outcrops, trenches, workings
          or drill holes; grade and/or  quality are computed from the results
          of detailed sampling; and (b) the sites for  inspection, sampling
          and measurement are spaced so closely and the geologic  character
          is so well defined that size, shape, depth and mineral content of reserves 
          are well-established.
        (2) Probable (Indicated) Reserves.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 (measured) reserves, is high enough
          to assume continuity between  points of observation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                
|mineral resource | National Instrument 43-101 Standards of Disclosure for
        Mineral Projectsof the  Canadian Securities Administrators defines
        a “Mineral Resource” as a concentration  or occurrence
        of natural, solid, inorganic or fossilized organic material in or on the 
        Earth’s crust in such form and quantity and of such a grade or quality
        that it has  reasonable prospects for economic extraction. The location,
        quantity, grade,  geological characteristics and continuity of a
        mineral resource are known, estimated  or  interpreted 
        from  specific  geological  evidence  and  knowledge.
      Mineral Resources are sub-divided, in order of increasing geological
        confidence, into  Inferred, Indicated and Measured categories. An
        Inferred Mineral Resource has a  lower level of confidence than that
        applied to an Indicated Mineral Resource. An  Indicated Mineral Resource
        has a higher level of confidence than an Inferred Mineral  Resource
        but has a lower level of confidence than a Measured Mineral Resource.
      (1) Inferred Mineral Resource.An 'Inferred Mineral Resource’
        is that part of a Mineral  Resource for which quantity and grade
        or quality can be estimated on the basis of  geological evidence
        and limited sampling and reasonably assumed, but not verified,  geological
        and grade continuity. The estimate is based on limited information and 
        sampling gathered through appropriate techniques from locations such as
        outcrops,  trenches, pits, workings and drill holes.
      (2) Indicated Mineral Resource.An 'Indicated Mineral Resource’
        is that part of a  Mineral Resource for which quantity, grade or
        quality, densities, shape and physical  characteristics can be estimated
        with a level of confidence sufficient to allow the  appropriate application
        of technical and economic parameters, to support mine  planning and
        evaluation of the economic viability of the deposit. The estimate is 
        based on detailed and reliable exploration and testing information gathered
        through  appropriate techniques from locations such as outcrops,
        trenches, pits, workings and  drill holes that are spaced closely
        enough for geological and grade continuity to be  reasonably 
        assumed.
      (3) Measured Mineral Resource.A 'Measured Mineral Resource’
        is that part of a  Mineral Resource for which quantity, grade or
        quality, densities, shape, physical  characteristics are so well
        established that they can be estimated with confidence  sufficient
        to allow the appropriate application of technical and economic parameters, 
        to support production planning and evaluation of the economic viability
        of the deposit.  The estimate is based on detailed and reliable exploration,
        sampling and testing  information gathered through appropriate techniques
        from locations such as outcrops,  trenches, pits, workings and drill
        holes that are spaced closely enough to confirm both  geological
        and grade continuity.

vi

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|               | Industry Guide 7 – “Description of Property
      by Issuers Engaged or to be Engaged in  Significant Mining Operations”of the Securities and Exchange Commission does not  define or recognize
      resources. As used in this Annual Report, “resources” are as 
      defined in National Instrument 43-101.
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                                                                                                 
|mineralization | Minerals of value occurring in rocks.                                                                                                                                                                                                                                                                           
|               |                                                                                                                                                                                                                                                                                                                 
|MRDI           | Mineral Resources Development Inc.                                                                                                                                                                                                                                                                              
|               |                                                                                                                                                                                                                                                                                                                 
|NI 43-101      | National Instrument 43-101 “Standards of Disclosure
      for Mineral Projects”of the  Canadian Securities Administration                                                                                                                                                                                       
|               |                                                                                                                                                                                                                                                                                                                 
|ore            | A naturally occurring material from which one or more minerals
      may be mined and  sold at a profit, or from which some part may be
      profitably separated.                                                                                                                                             
|               |                                                                                                                                                                                                                                                                                                                 
|ppb            | Parts per billion                                                                                                                                                                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                                                 
|ppm            | Parts per million                                                                                                                                                                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                                                 
|pyrite         | An iron sulfide mineral.                                                                                                                                                                                                                                                                                        
|               |                                                                                                                                                                                                                                                                                                                 
|pyrrhotite     | A magnetic sulfide of iron.                                                                                                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                                                                                                 
|QA/QC          | Quality Assurance/Quality Control                                                                                                                                                                                                                                                                               
|               |                                                                                                                                                                                                                                                                                                                 
|QDD            | Quebrada del Diablo, a gold bearing carbonate zone on the
      Gualcamayo Property.                                                                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                                                                 
|RC             | Reverse circulation.                                                                                                                                                                                                                                                                                            
|               |                                                                                                                                                                                                                                                                                                                 
|skarn          | A style of alteration characterized by iron and magnesium
      bearing aluminosilicate  materials such as garnet and diopside.                                                                                                                                                                                 
|               |                                                                                                                                                                                                                                                                                                                 
|sulphide       | A compound containing sulphur and some other metal.                                                                                                                                                                                                                                                             
|               |                                                                                                                                                                                                                                                                                                                 
|TSX-V          | TSX Venture Exchange                                                                                                                                                                                                                                                                                            

vii

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains statements that constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange
  Act”). These statements appear in a number of different places in this
  Annual Report and can be identified by words such as "estimates", "projects",
  "expects", "intends", "believes", "plans", or their negatives or other comparable
  words. Such forward-looking statements involve known and unknown risks, uncertainties
  and other factors which may cause our actual results, performance or achievements
  to be materially different from any future results, performance or achievements
  that may expressed or implied by such forward-looking statements. The statements,
  including the statements contained in Item 3D “Risk Factors”, Item
  4B “Business Overview”, Item 5 “Operating and Financial Review
  and Prospects” and Item 11 “Quantitative and Qualitative Disclosures
  About Market Risk”, are inherently subject to a variety of risks and uncertainties
  that could cause actual results, performance or achievements to differ significantly.
  Forward-looking statements include statements regarding the outlook for our
  future operations, plans and timing for our exploration programs, statements
  about future market conditions, supply and demand conditions, forecasts of future
  costs and expenditures, the outcome of legal proceedings, and other expectations,
  intentions and plans that are not historical fact. You are cautioned that any
  such forward-looking statements are not guarantees and may involve risks and
  uncertainties. Our actual results may differ materially from those in the forward-looking
  statements due to risks facing us or due to actual facts differing from the
  assumptions underlying our predictions. Some of these risks and assumptions
  include:

- general economic and business conditions, including changes
  in interest rates; 
  - prices of natural resources, costs associated with mineral exploration and
  other economic conditions; 
  - natural phenomena; 
  - actions by government authorities, including changes in government regulation;
  
  - uncertainties associated with legal proceedings;
  - changes in the resources market; 
  - future decisions by management in response to changing conditions; 
  - our ability to execute prospective business plans; and misjudgments in the
  course of preparing forward-looking statements.

We advise you that these cautionary remarks expressly qualify
  in their entirety all forward-looking statements attributable to us or persons
  acting on our behalf. We assume no obligation to update our forward-looking
  statements to reflect actual results, changes in assumptions or changes in other
  factors affecting such statements. You should carefully review the cautionary
  statements and risk factors contained in this and other documents that we file
  from time to time with the Securities and Exchange Commission.

viii

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PART I

ITEM 1.IDENTITY OF DIRECTORS, SENIOR
  MANAGEMENT AND ADVISORS

ITEM 2.OFFER STATISTICS AND EXPECTED
  TIMETABLE

Not Applicable.

ITEM 3.KEY INFORMATION

ITEM 3A.SELECTED FINANCIAL DATA

The following tables summarize selected financial data for
  Viceroy extracted from Viceroy’s audited financial statements and related
  notes included in this Annual Report. This financial information is stated in
  Canadian dollars. Information is provided both in accordance with Canadian generally
  accepted accounting principles (“Canadian GAAP”) and United States
  generally accepted accounting principals (“US GAAP”). This information
  should be read in conjunction with Viceroy’s financial statements and
  with the information appearing under the heading “Item 5 – Operating
  and Financial Review and Prospects”. Viceroy’s financial statements
  have been prepared in accordance with Canadian GAAP and are stated in Canadian
  dollars. Note 12 to Viceroy’s financial statements provides descriptions
  of the measurement differences between Canadian GAAP and US GAAP as they relate
  to Viceroy and reconciliation to US GAAP of Viceroy’s financial statements.

SUMMARY OF CANADIAN GAAP FINANCIAL INFORMATION IN VICEROY’S
  FINANCIAL STATEMENTS:(Canadian dollars)

|Summary Consolidated  Balance
      Sheet Information: | As at  December 31, 2004 | As at  December 31, 2003 | As at  June 30, 2003
|------------------------------------------------------ | ------------------------ | ------------------------ | --------------------
|Current Assets                                         | 14,687,617               | 4,954,856                | 556,061             
|Exploration Properties                                 | 9,920,885                | 6,369,419                | 6,015,995           
|Total Assets                                           | 24,637,943               | 11,324,275               | 6,572,056           
|Current Liabilities                                    | 256,582                  | 234,687                  | 67,673              
|Long Term Debt                                         | -                        | -                        | -                   
|Total Shareholders’ Equity                             | 24,381,361               | 11,089,588               | 6,504,383           
|Capital Stock                                          | 25,812,231               | 11,284,526               | 6,515,196           
|Common Shares Outstanding                              | 35,370,308               | 24,471,158               | 13,800,000          

|Summary Consolidated  Statements
      of Operations  and Deficit Information: | Fiscal Year ended December 31, 2004 | Fiscal Year July 1, 2003 to
      December 31, 2003 | Fiscal Year March 31, 2003 (date
      of incorporation) to June 30, 2003
|------------------------------------------------------------------------------ | ----------------------------------- | --------------------------------------------------- | -------------------------------------------------------------------------
|Total Revenues                                                                 | -                                   | -                                                   | -                                                                        
|Total Expenses                                                                 | 2,391,709                           | 1,433,285                                           | 10,813                                                                   
|Interest Income                                                                | 83,916                              | 7,604                                               | -                                                                        
|Net Income (Loss)                                                              | (2,377,721)                         | (1,436,596)                                         | (10,813)                                                                 
|Income (Loss) Per Common                                                       |                                     |                                                     |                                                                          
|Share (1)                                                                      | (0.08)                              | (0.10)                                              | (0.00)                                                                   

1

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SUMMARY OF US GAAP FINANCIAL INFORMATION IN VICEROY’S
  FINANCIAL STATEMENTS:
  (Canadian dollars)

|Summary Consolidated  Balance Sheet Information: | As at  December 31, 2004 | As at  December 31, 2003 | As at  June 30, 2003
|------------------------------------------------ | ------------------------ | ------------------------ | --------------------
|Current Assets                                   | 14,687,617               | 4,954,856                | 556,061             
|Exploration Properties                           | -                        | -                        | -                   
|Total Assets                                     | 14,717,058               | 4,945,060                | 556,061             
|Current Liabilities                              | 256,582                  | 234,687                  | 67,673              
|Long Term Debt                                   | -                        | -                        | -                   
|Total Shareholders’ Equity                       | 14,460,476               | 4,710,373                | 488,388             
|Capital Stock                                    | 25,812,231               | 11,284,526               | 6,515,196           
|Common Shares Outstanding                        | 35,370,308               | 24,471,158               | 13,800,000          

|Summary Consolidated  Statements
      of  Operations and Deficit  Information: | Fiscal Year ended
      December 31, 2004 | Fiscal Year July 1, 2003 to December 31, 2003 | Fiscal Year January 1, 2003 June 30, 2003 | Twelve Months Ended
      December 31,2002(2) | Twelve Months Ended
      December 31, 2001(2)
|------------------------------------------------------------------------------- | ----------------------------------------- | --------------------------------------------- | ----------------------------------------- | --------------------------------------------- | ----------------------------------------------
|Total Revenues                                                                  | -                                         | -                                             | -                                         | -                                             | -                                             
|Exploration Expenses                                                            | 3,508,504                                 | 353,424                                       | 122,033                                   | (2,020,738)                                   | (1,025,128)                                   
|Total Expenses                                                                  | 5,900,213                                 | 1,756,709                                     |                                           |                                               |                                               
|Interest Income                                                                 | 83,916                                    | 7,604                                         | -                                         | -                                             | -                                             
|Net Income (Loss)                                                               | (5,886,225)                               | (1,790,020)                                   | (132,846)                                 | (2,020,738)                                   | (1,025,128)                                   
|Income (Loss) Per  
      Common Share (1)                                      | (0.20)                                    | (0.12)                                        | (0.00)                                    | (0.15)                                        | (0.07)                                        

We have not declared or paid any dividends since incorporation.

Currency and Exchange Rates

In this Annual Report, unless otherwise specified, all monetary
  amounts are expressed in Canadian dollars. On March 21, 2005, the exchange rate,
  based on the noon buying rate published by the Bank of Canada, for the conversion
  of Canadian dollars into United States dollars (the “Noon Rate of Exchange”)
  was $1.2117.

The following table sets out the highest and lowest exchange
  rates for one United States dollar, expressed in terms of one Canadian dollar,
  for each month during the previous six months and from March 1 to March 21,
  2005.

|                | 2005     | 2004   
|--------------- | -------- | -------
|March   1-21    | February | January
|High for period | 1.2462   | 1.2566 
|Low for period  | 1.2022   | 1.2299 

2

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The following table sets out the average exchange rates for one United States dollar (“US$”), expressed in terms of one Canadian dollar (“Cdn$”) for the three financial years since incorporation calculated by using
the average of the Noon Rate of Exchange during the period.

|                       | Financial Year Ended
|---------------------- | --------------------
|December 31, 2004(1)   | December 31, 2003(2)
|Average for the period | 1.3015              

ITEM 3B.CAPITALIZATION AND INDEBTEDNESS

Not Applicable.

ITEM 3C.REASONS FOR THE OFFER AND
  USE OF PROCEEDS

Not Applicable.

ITEM 3D.RISK FACTORS

An investment in our common shares is highly speculative and
  subject to a number of risks. Only those persons who can bear the risk of the
  entire loss of their investment should participate. An investor should carefully
  consider the risks described below and the other information that we file with
  the Securities and Exchange Commission and with Canadian securities regulators
  before investing in our common shares. The risks described below are not the
  only ones faced. Additional risks that we are aware of or that we currently
  believe are immaterial may become important factors that affect our business.
  If any of the following risks occur, or if others occur, our business, operating
  results and financial condition could be seriously harmed and the investor may
  lose all of their investment.

Exploration and Development

Resource exploration is a speculative business and involves
  a high degree of risk. There is no known body of commercial ore on the Argentine
  Properties and there is no certainty that the expenditures to be made by us
  in the exploration of the Argentine Properties or otherwise will result in discoveries
  of commercial quantities of minerals. The exploration for and development of
  mineral deposits involves significant risks, which even a combination of careful
  evaluation, experience and knowledge may not eliminate. Although the discovery
  of an ore body may result in substantial rewards, few properties explored are
  ultimately developed into producing mines. Significant expenditures may be required
  to locate and establish ore reserves, to develop metallurgical processes and
  to construct mining and processing facilities at a particular site. It is impossible
  to ensure that the current exploration programs planned by Viceroy will result
  in a profitable commercial mining operation. Significant capital investment
  is required to achieve commercial production from successful exploration efforts.

The commercial viability of a mineral deposit is dependent
  upon a number of factors. These include deposit attributes such as size, grade
  and proximity to infrastructure, current and future metal prices (which can
  be cyclical), and government regulations, including those relating to prices,
  taxes, royalties, land tenure, land use, importing and exporting of minerals
  and necessary supplies and environmental protection. The complete effect of
  these factors, either alone or in combination, cannot be entirely predicted,
  and their impact may result in Viceroy not receiving an adequate return on invested
  capital.

The figures for mineral resources stated in this Annual Report
  are estimates and no assurance can be given that the anticipated tonnages and
  grades will be achieved or that the indicated level of recovery will be realized.
  Market fluctuations and the prices of metals may render resources uneconomic.
  Moreover, short-term operating factors relating to the mineral deposits, such
  as the need for orderly development of the deposits or the processing of new
  or different grades of ore, may cause a mining operation to be unprofitable
  in any particular accounting period.

3

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There is no assurance that any of our mineral properties
  possess commercially mineable bodies of ore.

Our mineral projects, including the Gualcamayo project, are
  in the exploration stage as opposed to the development stage and have no known
  body of economic mineralization. The known mineralization at these projects
  has not been determined to be economic ore. Although we believe that exploration
  data available is encouraging in respect of these properties, there can be no
  assurance that a commercially mineable ore body exists on any of our properties.
  There is no certainty that any expenditure made in the exploration of our mineral
  properties will result in discoveries of commercially recoverable quantities
  of ore. Such assurance will require completion of final comprehensive feasibility
  studies and, possibly, further associated exploration and other work that concludes
  a potential mine at each of these projects is likely to be economic. In order
  to carry out exploration and development programs of any economic ore body and
  place it into commercial production, we will be required to raise substantial
  additional funding.

There is no assurance that any of our mineral resources
  will ever be classified as reserves under the disclosure standards of the Securities
  and Exchange Commission.

Item 4.D of this Annual Report discusses our mineral resources
  in accordance with Canadian National Instrument 43-101. Resources are classified
  as “measured resources”, indicated resources” and “inferred
  resources” under NI 43-101. However, U.S. investors are cautioned that
  the United States Securities and Exchange Commission does not recognize these
  resource classifications. There is no assurance that any of our mineral resources
  will be converted into reserves under the disclosure standards of the United
  States Securities and Exchange Commission.

As we do not have revenues, we will be dependent upon future
  financings to continue our plan of operation.

We have not generated any revenues from our business activities
  since our incorporation. Our plan of operations involves the completion of exploration
  programs on our mineral properties. There is no assurance that these exploration
  activities will result in the establishment of commercially exploitable mineral
  deposits on our mineral properties. Even if commercially exploitable mineral
  deposits are discovered, we will require substantial additional financing in
  order to carry out the full exploration and development of our mineral properties
  before we are able to achieve revenues from sales of mineral resources that
  we are able to extract.

If we are not able to raise additional financing, there
  is no assurance that we will be able to complete our full exploration of our
  mineral properties.

Additional funding will be required to fund exploration programs
  and finance general and administrative expenses beyond the next 18 months on
  the Argentine Properties. If our proposed exploration programs are successful,
  additional funds will be required for the development of an economic mineral
  body and to place it in commercial production. The only sources of future funds
  presently available to us are the sale of equity capital, or the offering by
  us of an interest in its properties to be earned by another party or parties
  carrying out exploration or development thereof. There is no assurance that
  any such funds will be available for operations. Failure to obtain additional
  financing on a timely basis could cause us to reduce or terminate our proposed
  operations.

If we raise additional funding through equity financings,
  then our current shareholders will suffer dilution.

We will require additional financing in order to complete
  full exploration of our mineral properties. We anticipate that we will have
  to sell additional equity securities including, but not limited to, its common
  stock, share purchase warrants or some form of convertible security. The effect
  of additional issuances of equity securities will result in dilution to existing
  shareholders.

We have incurred losses and there is no assurance that
  we will ever be profitable or pay dividends.

We have incurred losses in the past and will continue to experience
  losses unless and until we can derive sufficient revenues from our properties.
  We have no history of earnings or of a return on investment, and there is no
  assurance that any of the properties that we have or will acquire will generate
  earnings, operate profitably or provide a return on investment in the future.
  We have no plans to pay dividends for some time in the future. The future dividend
  policy of the Company will be determined by its board of directors.

4

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Dependence on Key Personnel

Our success is highly dependent upon the performance of key
  personnel working full-time in management, supervisory and administrative capacities
  or as consultants, namely, Patrick Downey, our chief executive officer, and
  John Fairchild, our chief financial officer. The loss of the services of our
  senior management or key personnel could have a material and adverse effect
  on Viceroy and our business and results of operations.

Reliance on Independent Contractors

Our success depends to a significant extent on the performance
  and continued service of certain independent contractors. We contracted the
  services of professional drillers and others for exploration, environmental,
  construction and engineering services. Poor performance by such contractors
  or the loss of such services could have a material and adverse effect on Viceroy
  and our business and results of operations and result in us failing to meet
  our business objectives.

There is no assurance that our title to our mineral properties
  will not be challenged

The acquisition of title to mineral properties is a very detailed
  and time-consuming process. Title to and the area of mineral properties may
  be disputed. While we have diligently investigated title to the Argentine Properties
  and have received a title opinion from Dra. Gabriela Novoa, an independent legal
  counsel of San Juan, Argentina, this should not be construed as a guarantee
  of title to any of the Argentine Properties. The Argentine Properties may be
  subject to prior unregistered agreements or transfers and title may be affected
  by undetected defects. We have not surveyed the boundaries of all of the Argentina
  Properties and consequently the boundaries of the Argentine Properties may be
  disputed. The Argentine Properties may also be subject to prior unregistered
  agreements of transfer or aboriginal land claims, and title may be affected
  by undetected defects. All of the properties are held 100% by Minas Argentinas,
  S.A. (“MASA”), subject to certain royalty agreements.

There is no assurance that we will obtain required permits
  and licenses

Our operations will require licenses and permits from various
  governmental authorities. We believe we will be able to obtain in the future
  all necessary licenses and permits to carry on the activities which we intend
  to conduct, and we intend to comply in all material respects with the terms
  of such licenses and permits. There can be no guarantee, however, that we will
  be able to obtain and maintain, at all times, all necessary licenses and permits
  required to undertake our proposed exploration and development or to place our
  properties into commercial production and to operate mining facilities thereon.
  In the event of commercial production the cost of compliance with changes in
  governmental regulations has the potential to reduce the profitability of operations
  or preclude the economic development of the property.

Political, regulatory and economic conditions in Argentina
  may adversely affect our operations

Even if our properties are proven to host economic reserves
  of metals, factors such as political instability, terrorism, opposition from
  local constituents, or governmental expropriation or regulation may prevent
  or restrict mining of any such deposits or repatriation of profits. Our mineral
  properties are located in Argentina. Mineral exploration and mining activities
  in Argentina may be affected by varying degrees by political stability and government
  regulations relating to the mining industry. Any changes in regulations or shifts
  in political conditions are beyond our control and may adversely affect our
  business. Operations may be affected in varying degrees by government regulations
  with respect to restrictions on production, price controls, export controls,
  income taxes, expropriation of property, environmental legislation and mine
  safety. Argentina’s status as a developing country may make it more difficult
  for us to obtain any required exploration, development and production financing
  for our projects.

5

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Our Potential Profitability Depends Upon Factors Beyond our Control

Although the Argentine Properties have resources (as defined
  under Canadian law), the potential profitability of such properties will be
  dependent upon many factors beyond our control. For instance, world prices of
  and markets for minerals are unpredictable, highly volatile, potentially subject
  to governmental interference, pegging and/or controls and respond to changes
  in domestic, international, political, social and economic environments. Another
  factor is that rates of recovery of minerals from mined ore may vary from the
  rate experienced in tests and a reduction in the recovery rate will adversely
  affect profitability and, possibly, the economic viability of the property.
  Profitability also depends on the costs of operations, including costs of labour,
  equipment, electricity, environmental compliance or other production inputs.
  Such costs will fluctuate in ways we cannot predict and are beyond our control,
  and such fluctuations will impact on profitability and may eliminate profitability
  altogether. Additionally, due to worldwide political and economic uncertainty,
  the availability and cost of funds for development and other costs have become
  increasingly difficult, if not impossible, to project. These changes and events
  may materially affect our financial performance.

Fluctuation of mineral prices may affect our financial
  results

Factors beyond our control may affect the marketability and
  price of any minerals discovered, if any. Resource prices have fluctuated widely
  in recent years and are affected by numerous factors beyond our control, including
  international, economic and political trends, expectations of inflation, currency
  exchange fluctuations, interest rates, global or regional consumptive patterns,
  speculative activities and increased production due to new extraction developments
  and improved extraction and production methods. The effects of these factors
  cannot be accurately predicted.

Competitive Nature of the Mining Industry

There is aggressive competition within the mining industry
  for the discovery and acquisition of properties considered to have commercial
  potential. We will be competing with other mining companies, many of which have
  greater financial resources than we do, for the acquisition of mineral claims,
  leases and other mineral interests as well as for the recruitment and retention
  of qualified employees and other personnel. There can be no assurance that the
  necessary funds can be raised or that any projected work will be completed.

Environmental, Health and Safety Regulation of Resource
  Industry

If the Argentine Properties are proven to host economic reserves
  of metals, mining operations are subject to federal, provincial and local laws
  relating to the protection of the environment, including laws regulating removal
  of natural resources from the ground and the discharge of materials into the
  environment. Mining operations are also subject to federal, provincial and local
  laws and regulations which seek to maintain health and safety standards by regulating
  the design and use of mining methods and equipment. Various permits from government
  bodies are required for mining operations to be conducted; no assurance can
  be given that such permits will be received. No assurance can be given that
  environmental standards imposed by federal, provincial or local authorities
  will not be changed or that any such changes would not have material adverse
  effects on our activities. Moreover, compliance with such laws may cause substantial
  delays or require capital outlays in excess of those anticipated, thus causing
  an adverse effect on the Company. Additionally, we may be subject to liability
  for pollution or other environmental damages, which we may not insure against.

As our common shares are subject to the SEC’s penny stock rules, shareholders in the United States may find if more difficult to sell their shares in the United States

The U.S. Securities and Exchange Commission (“SEC”)
  has adopted rules that regulate broker-dealer practices in connection with transactions
  in “penny stocks”. Generally, penny stocks are equity securities
  with a price of less than US$5.00 (other than securities registered on certain
  national securities exchanges or quoted on the NASDAQ system). At present market
  prices, our common shares fall within the definition of a penny stock. Accordingly,
  United States broker-dealers trading in our common shares will be subject to
  the SEC’s penny stock rules. Rather than complying with those rules, some
  broker-dealers will refuse to attempt to sell penny stock. As a result, shareholders
  and their broker-dealers in the United States may find it more difficult to
  sell their shares of Viceroy, if a market for the shares should develop in the
  United States.

6

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Our operating results and financial condition may be adversely impacted by currency fluctuations

Our functional currency is the Canadian dollar. If we locate
  minerals on our properties, our market for sale of such minerals will be in
  foreign countries and may be subject to foreign currency fluctuations. Such
  fluctuations may materially affect our financial position and results.

We are not always able to obtain insurance for many of
  the risks that we face

In the course of exploration, development and production of
  mineral properties, several risks and, in particular, unexpected or unusual
  geological or operating conditions, may occur. It is not always possible to
  fully insure against such risks, and we may decide not to take out insurance
  against such risks as a result of high premiums or other reasons. Should such
  liabilities arise they could reduce or eliminate any future profitability and
  result in an increase in costs and a decline in value of our securities.

We are not insured against environmental risks. Insurance
  against environmental risks (including potential liability for pollution or
  other hazards as a result of the disposal of waste products occurring from exploration
  and production) has not been generally available to companies within the industry.
  We will periodically evaluate the cost and coverage of the insurance that is
  available against certain environmental risks to determine if it would be appropriate
  to obtain such insurance. Without such insurance, and if we become subject to
  environmental liabilities, the payment of such liabilities would reduce or eliminate
  our available funds or could exceed the funds we have to pay such liabilities
  and result in bankruptcy. Should we be unable to fund fully the remedial cost
  of an environmental problem, we might be required to enter into interim compliance
  measures pending completion of the required remedy.

Likely PFIC Status Has Possible Adverse Tax Consequences
  for U.S. Investors

Potential investors who are U.S. taxpayers should be aware
  that Viceroy expects it is a passive foreign investment company ("PFIC") for
  the current fiscal year, and may also have been a PFIC in prior years and may
  also be a PFIC in subsequent years. If Viceroy is a PFIC for any year during
  a U.S. taxpayer’s holding period, then such U.S. taxpayer generally will
  be required to treat any so-called "excess distribution" received on its common
  shares, or any gain realized upon a disposition of common shares, as ordinary
  income and to pay an interest charge on a portion of such distribution or gain,
  unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market
  election with respect to the shares of Viceroy. In certain circumstances, the
  sum of the tax and the interest charge may exceed the amount of the excess distribution
  received, or the amount of proceeds of disposition realized, by the taxpayer.
  A U.S. taxpayer who makes a QEF election generally must report on a current
  basis its share of Viceroy’s net capital gain and ordinary earnings for
  any year in which Viceroy is a PFIC, whether or not Viceroy distributes any
  amounts to its shareholders. A U.S. taxpayer who makes the mark-to-market election
  generally must include as ordinary income each year the excess of the fair market
  value of the common shares over the taxpayer’s tax basis therein. See
  Item 10E “Additional Information – Taxation” for a more detailed
  discussion of material United States federal income tax consequences for U.S.
  Shareholders.

U.S. taxpayers are advised to seek the counsel of their professional tax advisors.

7

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ITEM 4.INFORMATION ON THE COMPANY

ITEM 4A.HISTORY AND DEVELOPMENT
  OF THE COMPANY

NAME, INCORPORATION AND OFFICES

Incorporation

Viceroy was incorporated on March 31, 2003 under the Company
  Act (British Columbia) (the “Company Act”).

In March 2004, the Province of British Columbia adopted the
  Business Corporations Act (British Columbia) (the “Business Corporations
  Act”) which replaced the the Company Act and is designed to provide greater
  flexibility and efficiency for British Columbia companies. The Business Corporations
  Act contains many provisions similar to those contained in corporate legislation
  elsewhere in Canada. The Business Corporations Act also uses new forms and terminology,
  most particularly a “Memorandum” is now called a “Notice of
  Articles”. We have taken steps to bring our charter documents into conformity
  with the Business Corporations Act and to that end have filed our Notice of
  Articles, which replaces our “Memorandum”, with the British Columbia
  Registrar of Companies.

Offices

Our head office and the registered and records office, are
  located at Suite 520 – 700 West Pender Street, Vancouver, British Columbia,
  V6C 1G8, Canada. Our telephone number is 604-669-4777 and our website is www.viceroyexploration.com.

OUR DEVELOPMENT

Viceroy Arrangement

We entered into an agreement dated May 15, 2003 to participate
  in a statutory plan of arrangement (the “Viceroy Arrangement”) involving
  Viceroy Resource Corporation (“Viceroy Resource”), Quest Investment
  Corporation (“Quest”), Avatar Petroleum Inc. (“Avatar”),
  Arapaho Capital Corp. (“Arapaho”), SpectrumGold Inc. (“SpectrumGold”),
  Oro Belle Resources Corporation (“Oro Belle”) and 650399 B.C. Ltd.
  (“SpectrumSub”). The Viceroy Arrangement was approved by the Supreme
  Court of British Columbia and was completed on June 30, 2003. On completion
  of the Viceroy Arrangement, the following events took place in order to complete
  our corporation organization:

|1. | Oro Belle was formerly a wholly owned subsidiary of
        Viceroy Resource that owned Viceroy Resource’s Argentine mineral
        exploration assets (the “Argentine Properties”) and held approximately
        $500,000 cash. All of the issued shares of Oro Belle were exchanged
        by Viceroy Resource for an aggregate of 13,800,000 common shares of the
        Company and thereby the Company became the sole shareholder of Oro Belle
        and owner of the Argentine Properties.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | In conjunction and concurrent with these share exchanges,
        Viceroy Resource distributed 11,150,400 of the Company’s common
        shares to the shareholders of Viceroy Resource effective as of June 30,
        2003.                                                                                                                                                                                                                                                                        

We did not carry on any material business operations from March
  31, 2003, the date of our incorporation, to June 30, 2003, the date of the closing
  of the Viceroy Arrangement.

Pursuant to the Viceroy Arrangement, we acquired a portfolio
  of Argentinean exploration properties with a value of $6.016 million, of
  which $5.226 million was ascribed to the Gualcamayo property. Since this
  acquisition, we have spent an aggregate of $3.905 million to the end of
  the 2004 on acquisition and exploration expenditures, primarily on the Gualcamayo
  Property which is our main focus.

8

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Trillion Arrangement

In July 12, 2003, we executed a letter agreement (“Letter
  Agreement”) providing for the acquisition of all the shares of Consolidated
  Trillion Resources Ltd., (“Trillion”), on the basis of 1 of the
  Company’s shares for 0.7 of a Trillion share, by way of a statutory plan
  of arrangement under the Company Act (the “Trillion Arrangement”).
  Closing of the Trillion Arrangement was conditional upon, among other things,
  receipt of all regulatory and shareholder approvals and the Company obtaining
  a listing on a recognized Canadian national stock exchange and raising a minimum
  of $1 million. On November 14, 2003, we were granted a Tier 1 listing on
  the TSX-V under the symbol “VYE”. On November 18, 2003, we closed
  a private placement of 4,200,000 units at $0.50 per unit for a total consideration
  of $2,100,000. Each unit consisted of one common share and one share purchase
  warrant granting the holder the right to purchase one common share of the Company
  at a price of $0.60 until November 18, 2006. We issued 6,471,158 common
  shares to the shareholders of Trillion on completion of the Trillion Arrangement.

The Trillion Arrangement closed on December 2, 2003 and resulted
  in the Company acquiring all of the common shares of Trillion and merging Trillion
  with Oro Belle to continue under the name Oro Belle. Prior to the completion
  of the Trillion Arrangement, Trillion's common shares were registered pursuant
  to Section 12(g) of the Exchange Act. As a result of the exchange of our common
  shares for Trillion common shares, our common shares were deemed registered
  under the Exchange Act by application of Rule 12g-3(a) of the Exchange Act.
  Viceroy is the successor issuer to Trillion in this transaction.

Concurrent with closing of the Trillion Arrangement, Patrick
  Downey was appointed our president and chief executive officer. Mr. Downey was
  previously president and chief executive officer of Trillion. Ronald Netolitzky
  resigned as our president and remained as Chairman.

Pursuant to the Trillion Arrangement, we acquired cash of
  $2,816,280 and an account receivable of $100,000 (refer to Item 5.B
  Trilllion Assets).

Tenke Option Agreement

In April, 2004, we reached an agreement with Desarrollo de
  Prospectos Mineros, S.A. (“Deprominsa”), a subsidiary of Tenke Mining
  Corp. (“Tenke”) whereby Deprominsa may earn a one-time 75% interest
  in our Las Flechas Project through expenditures with pre-agreed minimum annual
  exploration expenditures aggregating to US$4.5 million over 5 years. Deprominsa
  completed a first phase of soil geochemistry and geological mapping and sampling.
  Results to date have been encouraging and Deprominsa have informed us that it
  intends to proceed to the next phase of exploration in the 2005-06 season. Trenching
  is planned prior to the end of the current field program, with a goal of delineating
  drill targets for the 2005/06 field season, if warranted.

2004 Private Placement

In December 6, 2004, we closed a bought deal private placement
  financing arranged through a syndicate of underwriters led by Canaccord Capital
  Corporation and including Pacific International Securities Inc. and Haywood
  Securities Inc. (collectively, the "Underwriters"). The arrangement was for
  the sale of 4,695,500 units with the Underwriters granted an over allotment
  option of 909,150 units. The over allotment was fully subscribed for a total
  number of units of 5,604,650. Total gross proceeds including the over allotment
  was $12,330,230. Each unit consisted of one common share at a price of $2.20
  and one half transferable purchase warrant. Each whole warrant entitles the
  holder to acquire one common share at a price of $2.75 until December 6,
  2006. The independent directors of the Company approved the participation by
  one director of the Company in the private placement for the purchase of 150,000
  units on the same terms as arm's length investors.

In consideration for the services of the Underwriters, the
  Underwriters received a cash commission of $780,015 and 354,552 non-transferable
  brokers warrants entitling the Underwriters to purchase up to 354,552 common
  shares of the Company until December 6, 2006 at a price of 2.75 per common share.

9

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ITEM 4B.BUSINESS OVERVIEW

We have been engaged in the exploration of our Argentine mineral
  properties since the completion of the Viceroy Arrangement on June 30, 2003.
  Our Argentine mineral properties include the following:

|1. | the Gualcamayo property;          
|-- | ----------------------------------
|   |                                   
|2. | the Las Flechas property;         
|   |                                   
|3. | the Salamanca property;           
|   |                                   
|4. | the Evelina property; and         
|   |                                   
|5. | the La Brea/Las Carachas property.

Our principal focus is the Gualcamayo property which is our
  most advanced project.

Current exploration activities on each of our Argentine mineral
  properties since their acquisition are summarized below. Item 4.D of this Annual
  Report provides a detailed description of these properties.

Gualcamayo Property

We completed the first phase of an exploration program on
  the Gualcamayo property from July 2003 to early 2004. This first phase was designed
  to expand the surface trace of the mineralized zones and to identify specific
  targets for drilling.

Based on the results of the first phase of exploration, we
  identified several targets for drilling. We completed the first phase of a drilling
  program from April to August 2004. This drilling program included the completion
  of 11,920 metres of reverse circulation (“RC”) drilling at a cost
  of $1,861,731.

We obtained a technical report incorporating the results of
  our exploration activities in November 2004. This report was completed by Ron
  Simpson, P.Geo. (“Simpson”), principal of Geosim Services Ltd. Simpson
  is an independent qualified person as defined by NI 43-101. The report updated
  the calculations of the resources at the Gualcamayo property for each of the
  following deposits that have been identified:

|1. | the Quebrada del Diablo (“QDD”) deposit;                            
|-- | --------------------------------------------------------------------
|   |                                                                     
|2. | Amelia Ines deposit; and                                            
|   |                                                                     
|3. | the Magdalena deposit, which is adjacent to the Amelia Ines deposit.

The resource estimates are provided in Item 4.D of this Annual
  Report.

We commenced the second phase of our drilling program in November
  2004. This drilling program consists mainly of diamond drilling. The primary
  objectives of this drilling program are to carry out infill and step-out drilling
  on:

|1. | the main QDD deposit to upgrade additional inferred category resources
      to indicated (or measured and indicated) resources and to expand the current
      QDD resource which remains open to the west and at depth; and
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|2. | the Amelia Ines and Magdalena deposits to upgrade additional inferred
      category resources to measured and indicated and to test the extent of the
      mineralization at depth and on strike.                          

10

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We engaged AMEC Americas Ltd. (“AMEC”) to complete
  a Preliminary Economic Assessment (the “AMEC Study”) on the QDD
  deposit alone in accordance with NI 43-101. AMEC completed this study in January
  2005. The AMEC study included an assessment of the economics of operating a
  mine on the Gualcamayo property based on available resource data. This study
  developed order-of-magnitude technical and economic information for the QDD
  deposit which are of sufficient accuracy to allow Viceroy to determine if the
  project should proceed to the next phase of development and incorporated relevant
  data from Simpson (2004). The report includes mine plans, process flow sheets,
  and equipment and infrastructure requirements for a 10,000 tonne per day heap
  leach operation, along with order-of-magnitude capital and operating costs,
  and a cash flow model. Based on the results of the preliminary economic assessment,
  AMEC recommended that we proceed with additional engineering studies in which
  additional resources at QDD, Amelia Ines and Magdalena are incorporated.

As recommended by AMEC, we are proceeding with additional
  engineering studies on the Gualcamayo property. We are also negotiating a contract
  with a second international consulting firm to define and coordinate environmental
  impact statement work in order that required environmental, construction and
  mining permits can be obtained as needed. Depending on the results of the these
  studies, we intend to proceed with a Feasibility study by year end.

Proposed Expenditures

The Company anticipates that the expenditures as shown in
  the table below will be required in order to carry out its proposed activities
  for the next 18 months, which include:

- completing the current diamond drill program to increase the confidence
    in the resource calculations in terms of NI 43-101;
- completing additional engineering studies of the Gualcamayo gold resource;
- proceeding to Feasibility pending results from the current engineering studies;
- commencing all work leading to an Environmental Impact Statement; and
- conducting a regional exploration program on Gualcamayo.

|                                 | $ 000
|-------------------------------- | -----
|Q1                               | Q2   
|Project Management               | 217  
|Geology & Mineral Reserves       | 1,722
|Metallurgy                       | 150  
|Environmental                    | 120  
|Infrastructure & Site Selection  | -    
|Project Evaluation & Feasibility | 64   
|Capital Expenditures             | 70   
|Subtotal                         | 2,343
|Contingency 10%                  | 234  
|Total                            | 2,577

Las Flechas property

Exploration activities by Deprominsa at Las Flechas were initiated
  in late 2004. This work, which consisted of regional geological mapping and
  sampling, is currently ongoing. Trenching is planned prior to the end of the
  current field program, with a goal of delineating drill targets for the 2005/06
  field season, if warranted.

Salamanca property

A limited regional exploration program commenced in early
  2005 and the results of this work are currently being received, compiled and
  interpreted. Current exploration on the Salamanca Property is focused on evaluation
  of the mineralization and geological setting in the context of mineralization
  on the nearby Gualcamayo Property.

Once complete, results from the current program will be evaluated
  to determine if a drill program is warranted.

Evelina property

11

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There are no current field activities on the Evelina Property.
  MASA is currently compiling and reviewing all historical data on the property
  in order to develop an exploration program and budget.

La Brea/Las Carachas property

There are no current field activities on the La Brea/Las Carachas
  Property. MASA is currently compiling and reviewing all historical data on the
  property in order to develop an exploration program and budget.

Other Developments

In February 2004, we established our Vancouver head office
  at 520 – 700 West Pender Street, Vancouver, BC. We signed an office lease
  for the premises to July 31, 2007 at an annual base rate of $30,000, payable
  monthly, with payments that began August 1, 2004. Concurrent with the establishment
  of our new head office, we terminated our management agreement with Quest Capital
  Corp. for the provision of administrative and corporate services and office
  space.

We recruited additional staff during 2004 as we expanded our
  operations to carry out exploration programs. We hired Mr. John Fairchild as
  our new chief financial officer and Ms. Michele Jones as our corporate secretary.
  We also hired a receptionist and an administrative assistant.

Government Regulation

Continued development of the Gualcamayo and other Argentine
  properties of the Company will require licenses and permits from various levels
  of government. The Company believes that it will be able to obtain in the future
  all necessary licenses and permits to continue the activities which it intends
  to conduct, and it intends to continue to comply in all material respects with
  the terms of such licenses and permits. However, there is no assurance that
  this will continue to occur.

Following the official granting of mining rights the Environmental
  Protection Law for the Mining Industry in Argentina requires an Environmental
  Impact Report be submitted to the Environmental Provincial Management Unit (“EPMU”;
  Unidad de Gestion Ambiental Provincial) of the San Juan Department of Mines
  at the onset of prospecting, exploration and exploitation on a property.

Competition

We compete with other mineral resource exploration companies
  for financing, for the acquisition of new mineral properties and for the recruitment
  and retention of qualified employees and other personnel. Many of the mineral
  resource exploration and development companies with whom we compete have greater
  financial and technical resources than those available to us. Accordingly, these
  competitors may be able to spend greater amounts on acquisitions of mineral
  properties of merit, on exploration of their mineral properties and on development
  of their mineral properties. In addition, they may be able to afford more geological
  expertise in the targeting and exploration of mineral properties. This competition
  could result in competitors having mineral properties of greater quality and
  interest to prospective investors who may finance additional exploration and
  development. This competition could adversely impact on our ability to finance
  further exploration and to achieve the financing necessary for us to develop
  our mineral properties.

12

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ITEM 4C.ORGANIZATIONAL STRUCTURE

The following chart sets out our corporate structure of material subsidiaries as at the date of this Annual Report:




The audited financial statements and corporation tax returns
  of Minas Argentinas (Barbados) Inc. for the years 1997 through 2003, inclusive,
  in Barbados have not been filed and are past due. Notwithstanding this deficiency,
  the holding company continues to be in good standing in Barbados and we expect
  to rectify the deficiency before mid year 2005. Penalties, if any, in this regard
  have not been determined.

13

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ITEM 4D.PROPERTY,
  PLANT AND EQUIPMENT

Cautionary Note to U.S. Investors

As a British Columbia corporation and a reporting issuer
  in several Canadian jurisdictions, we are subject to certain rules and regulations
  issued by Canadian securities commissions. Under these rules, we are required
  to provide information regarding our properties, including mineralization, drilling,
  sampling and analysis and mineral resource estimates. Further, we are required
  to describe our properties utilizing mining and geological terminology such
  as “indicated resources” and “inferred resources” that
  are required by Canadian regulations but are not recognized by the US Securities
  and Exchange Commission (“SEC”). For clarification, we have no properties
  that contain “reserves” as defined by the SEC and we have provided
  the following property information in accordance with National Instrument 43-101.

Our properties are located in Argentina and are held by MASA,
  an indirect Argentinean subsidiary. MASA controls a portfolio of mineral projects
  consisting of a land position in excess of 80,000 hectares, substantially all
  located in the Province of San Juan (see Location Map). The principal MASA property
  is the Gualcamayo gold project. In addition to Gualcamayo, MASA controls four
  other less advanced properties including Las Flechas, Salamanca, Evelina, and
  La Brea/Las Carachas.

The Argentine Properties were acquired under the Viceroy Arrangement
  as described in Item 4-A. All of the properties are held 100% by MASA, subject
  to certain royalty agreements.

Argentine Land Tenure

In Argentina a Cateo can overlap a Mina, such
  that a single piece of ground can be part of both a Cateo and a Mina,
  as is the case with our properties. The rights of the Mina supercede those of
  the Cateo. A Mina is a real property interest, which allows the
  holder the right to explore on a permanent basis after completion of an official
  survey for as long as the right is diligently utilized and property taxes are
  made to the provincial Department of Mines. A Cateo is an exploration
  concession which allows the holder the exclusive right to explore the area subject
  to certain rights of owners of pre-existing mines within the concession area.
  Once an application for a Cateo is submitted, all rights to any mineral
  discovery on the Cateo belong to the applicant, subject to the rights
  of any pre-existing Minas. Through exploration, the holder of a Cateo
  may make and file manifestations of discovery (Manifestaciones de Descubrimiento)
  and petition the Department of Mines for the granting of a Mina. Properties
  in Argentina are held in good standing by the payment of property taxes (“Canones”
  in Spanish) and perfecting the mining title from Cateo through to Mina.
  As such, an expiry date neither exists, nor can be given for Cateos and
  Minas in Argentina. Foreign individuals or companies may apply for and
  hold Cateos and Minas, in the same manner as local residents.
  Cateos and Minas are freely transferable upon registration. Upon
  the grant of a legal concession of a Cateo or Mina, the holder
  has the right to explore the land or to own the Mina and the resources
  extracted therefrom.

The Argentine Mining Law allows for a provincial royalty of
  up to 3% payable to the province in which the property is located. The Province
  of San Juan has implemented a 3% royalty, whereas the Province of La Rioja has
  yet to enact this legislation.

We have obtained a title opinion and diligently investigated
  title to all our Argentine properties, however title to and the area of exploration
  properties may be disputed. The properties may be subject to prior unregistered
  agreements or transfers and title may be affected by undetected defects.

14

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Gualcamayo Project




Figure 1

15

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Figure 2

16

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Property Description and Location

The Gualcamayo Property is located in northern San Juan Province,
  Argentina, approximately 180 km north of the provincial capital of San Juan
  (Figure 1).

The main Gualcamayo block (Figure 2) consists of one Cateo
  and 55 Minas, as shown in the table below. Fifty-three (53) of theMinas are contiguous and lie wholly within the Cateo. One Mina(Chani) lies partially outside the Cateo and one Mina (Perico)
  lies wholly outside the Cateo. This area is the subject of the NI 43-101
  reports dated December 8, 2004 and January, 2005 and filed on SEDAR December
  8, 2004 and January 13, 2005, respectively. Six (6) contiguous Minas
  known as the Virgen de Lourdes Property, in which we do not hold an interest
  and which cover a 50 hectare area, lie within the main Gualcamayo Property block.

|File Number  | Name            | Type  | Size (Ha)*
|------------ | --------------- | ----- | ----------
|339189-L-93  | Rio Piojos      | Cateo | 7,332     
|157563-O-76  | Jorge Alfredo   | Mina  | 6         
|156084-O-75  | Don Felipe      | Mina  | 6         
|157.233-A-77 | Patrimonio I    | Mina  | 24        
|157.316-P-77 | Patrimonio IV   | Mina  | 24        
|157.232-A-77 | Patrimonio      | Mina  | 24        
|157.315-A-77 | Patrimonio III  | Mina  | 24        
|157.234-A-77 | Leticia         | Mina  | 6         
|258.891-C-84 | Aconcagua       | Mina  | 24        
|258.894-C-84 | Alaya           | Mina  | 24        
|258.903-C-84 | Alfarcito       | Mina  | 24        
|195.016-B-82 | Alicia          | Mina  | 12        
|17-B-50      | Amelia Inés     | Mina  | 12        
|258.904-C-84 | Ampacama        | Mina  | 24        
|258.888-S-84 | Ansilta         | Mina  | 24        
|258.877-S-84 | Atutia          | Mina  | 24        
|258.886-S-84 | Batea           | Mina  | 24        
|22-M-50      | Beatriz Eugenia | Mina  | 18        
|258.879-S-84 | Caparro         | Mina  | 24        
|156.089-O-75 | Chacho          | Mina  | 6         
|258.899-C-84 | Chani           | Mina  | 24        
|2.504-B-67   | Chela           | Mina  | 36        
|258.893-C-84 | Cerro Tamberias | Mina  | 24        
|258.878-S-84 | Colanguil       | Mina  | 24        
|258.901-C-84 | Coranzuli       | Mina  | 24        
|195.017-B-82 | Diana           | Mina  | 6         
|258.882-S-84 | El Chivato      | Mina  | 24        
|157.564-M-76 | El Filo         | Mina  | 6         
|2.502-B-67   | Elsa            | Mina  | 36        
|62-G-43      | Gral. Belgrano  | Mina  | 12        
|19-B-50      | Hilda Edith     | Mina  | 6         
|259.052-C-84 | Irigoyen        | Mina  | 24        
|258.885-S-84 | Langanoso       | Mina  | 24        
|2.437-B-65   | Los Ranchos     | Mina  | 12        
|20-B-50      | Magdalena       | Mina  | 12        
|18-B-50      | Maria           | Mina  | 12        
|258.892-C-84 | Mercedario      | Mina  | 24        
|258.884-S-84 | Mondaca         | Mina  | 24        

17

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|156.085-M-75    | Ojo De Agua         | Mina | 6    
|--------------- | ------------------- | ---- | -----
|258.898-C-84    | Panacam             | Mina | 18   
|157.234-A-77    | Patrimonio II       | Mina | 24   
|259.053-C-84    | Perico              | Mina | 24   
|2.436-B-65      | Portezuelo          | Mina | 12   
|258.900-C-84    | Pululus             | Mina | 24   
|165-M-49        | Puntilla Blanca     | Mina | 6    
|258.902-C-84    | Quevar              | Mina | 24   
|16-B-50         | San Nicolas De Bari | Mina | 18   
|258.897-C-84    | Sosneado            | Mina | 24   
|2.501-B-67      | Susana              | Mina | 24   
|258.881-S-84    | Tambillos           | Mina | 24   
|258.887-S-84    | Teatinos            | Mina | 24   
|258.895-C-84    | Tontal              | Mina | 24   
|258.889-S-84    | Tortolas            | Mina | 24   
|258.890-S-84    | Villicum            | Mina | 24   
|258.883-S-84    | Yanso               | Mina | 24   
|258.880-S-84    | Zancarron           | Mina | 24   
|Total Size (Ha) |                     |      | 7,357

The area surrounding the main Gualcamayo block (see Figure
  2), which has not been as extensively explored as the main block and which does
  not contain any resource, includes the following contiguous land holdings, with
  the exception of the Cerro Penon Cateo which lies 200 metres to the west.

|File Number     | Name               | Type  | Size (Ha)*
|--------------- | ------------------ | ----- | ----------
|545575-S-94     | unnamed            | Cateo | 2,800     
|1210 F18-95     | Cerro Saltito N° 1 | Mina  | 400       
|1211-F18-95     | Cerro Saltito N° 2 | Mina  | 200       
|1212-F18-95     | Cerro Saltito N° 3 | Mina  | 400       
|1213-F18-95     | Cerro Saltito N° 4 | Mina  | 200       
|1214-F18-95     | Cerro Saltito N° 5 | Mina  | 200       
|1215 F18-95     | Cerro Saltito N° 6 | Mina  | 200       
|2249-T-62       | San José           | Mina  | 12        
|1.151-L-95      | Ernie              | Cateo | 1,367     
|520-0453-99     | La Esperanza I     | Mina  | 912       
|1114-F18-95     | Sony               | Mina  | 400       
|1115-F18-95     | Domingo            | Mina  | 100       
|1116-F18-95     | Roki               | Mina  | 1,100     
|1117-F18-95.    | Tachi              | Mina  | 1,893     
|1118-F18-95     | Merval             | Mina  | 600       
|1119-F18-95     | Alfredo            | Mina  | 600       
|425.053-M-2001  | Vancouver I        | Mina  | 1,756     
|0948 F18-95     | Cerro Penon        | Cateo | 700       
|425-169-M-00    | Suzy               | Mina  | 4,870     
|425-267-M-00    | Liz                | Cateo | 2,434     
|Total Size (Ha) |                    |       | 18,319    

18

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Property Size

The Gualcamayo Property covers the main block of 7,357 hectares
  and the surrounding area of 18,319 hectares, for a total of 25,676 hectares.

Ownership

The Gualcamayo Property is owned 100% by MASA, subject to
  the royalties described herein.

Agreements and Royalties

The Gualcamayo property is not the subject of any existing
  or proposed options, joint ventures or other agreements. Royalties on the property
  are as follows:

1) a 1% Net Smelter Return royalty (“NSR”) on
  production from the Gualcamayo Property is payable to Inversiones Mineras Argentinas
  Inc. (“IMA”),

2) a 1% NSR, capped at $US200,000 on production from the
  Patrimonio, Patrimonio I, Patrimonio III, Patrimonio IV and Leticia Minas
  is payable to the Lirio Family,

3) a 1.5% NSR, capped at $US500,000, is payable to the
  Lirio Family on production from the Rio Piojos Cate.

We are unaware of any additional royalties, overrides, back-in
  rights or encumbrances that affect the property.

Environmental Legislation

Two exploration stage Environmental Impact Reports have been
  submitted and approved for the Gualcamayo Property by MASA, these consist of:

|1. | Sanchez, A and Hernandez, M., Nov. 1997. Informe de Impacto Ambiental,
      Etapa de Exploración, Anexo II, Proyecto Hualcamayo" Expediente No:
      520-1051-97, Approved by Resolution 285-HCM-98, June, 1998.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                   
|2. | Hernandez, M., Dec., 2000. Informe de Impacto Ambiental, Etapa de Exploración,
      Anexo II, Proyecto "Lajitas Tamberías", Expediente No 425-497-2000;
      approval pending.                                  

An update to Hernandez (2000) is currently being prepared for
  submission to the Environmental Provincial Management Unit (“EPMU”
  or Unidad de Gestion Ambiental Provincial) of the San Juan Department of Mines.

Infrastructure

The project area is easily accessible from the city of San
  Juan by driving three hours north on paved Highway 40 and then via an 18 kilometre
  gravel road to an exploration camp located approximately 0.5 kilometres due
  north of the main QDD resource area. The exploration camp is comprised of four
  permanent one storey buildings and eight weatherhaven tents which are used as
  an office, kitchen, sleeping quarters and washrooms. A core storage facility
  and an explosives shed were recently constructed approximately 1.5 kilometres
  northeast of the camp. Well water is pumped to the camp and diamond drill rig
  through a series of hoses and metal pipes.

The general services and infrastructure for the area are good.
  Heavy machinery dealerships, repair services, parts, and fuel are available
  at both San Juan and Mendoza. Local labour is readily available and staff engineers
  and geologists are available through the University of San Juan, as well as
  from consulting firms based in the region.

The National power grid is located approximately 65 kilometres
  from the project site. A proposed new high tension electrical line (Linea
  Minera) is planned to run adjacent to the project area. Electricity for
  exploration activities is supplied via generator.

19

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History of Exploration

The general area of what is now the Gualcamayo Property is
  known to have been worked by indigenous gold, silver, and/or copper miners through
  the first part of the twentieth century (Mincorp, 1988). Systematic exploration
  of what was then called the Hualcamayo Property was conducted between 1983 and
  1988 by Exploraciones S.A. (Mincorp). In September, 1988, prior to the discovery
  of the QDD deposit, Mincorp compiled a summary of exploration in the project
  area to attract outside company interest in the project (Mincorp, 1988). Between
  1996 and November 2002, the Gualcamayo Property was the subject of a joint venture
  between MASA and Mincorp. During 1999, Viceroy Resource completed designated
  exploration expenditures which were required for MASA to earn a 60% interest
  from Mincorp. In November 2002, MASA purchased Mincorp’s remaining 40%
  interest in the property for US$1.0 million to hold a 100% interest. Past
  exploration activities are summarized in the tables below.

|YEAR        | COMPANY      | PROGRAM                                                                                                                                                                                                                                                                                                       
|----------- | ------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Pre 1983    | Small Miners | High grade shear-hosted mineralization                                                                                                                                                                                                                                                                        
|            |              |                                                                                                                                                                                                                                                                                                               
|1983 – 1988 | Mincorp      | Map & sample Amelia Inés/Magdalena/ Belgrano areas
        Underground sample program at Amelia Inés/ Magdalena/Belgrano
        Surface & underground drill program of Amelia  Inés/Magdalena/Belgrano
          areas                                                                                       
|            |              |                                                                                                                                                                                                                                                                                                               
|1996 - 1997 | MASA         | Mapping & reconnaissance sampling, Gualcamayo area
        Discovery of breccia/sediment hosted gold  mineralization at
          QDD                                                                                                                                                                         
|1998        | MASA         | Cut channel samples at previous site rock-chip panel.  Results
          consistent and higher
        Detail sample/map QDD 130 continuous rock-chip  channel samples
          from road cut
        Contractor review of regional aeromagnetics
        Diamond drill QDD area
        Twinning drill holes
|1999        | MASA         | Petrographic studies
        Geologic mapping/sampling 1:500 scale
        Diamond drill and RC drill QDD
        Metallurgical test work on core and cuttings                                                                                                                                                
|2000        | MASA         | Structural mapping (1:250 scale) coincident with  geochem program
        RC drill program                                                                                                                                                                                                                    

20

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|Program/Year | Core (holes) | Core (metres) | RC (holes) | RC (metres)
|------------ | ------------ | ------------- | ---------- | -----------
|MASA 1998    | 14           | 2,706         |            |            
|MASA 1999    | 19           | 3,337         | 9          | 1,400      
|MASA 2000    |              |               | 13         | 3,422      
|Total        | 33           | 6,043         | 22         | 4,822      

|Program/Year    | Core (holes) | Core (metres) | RC (holes) | RC (metres)
|--------------- | ------------ | ------------- | ---------- | -----------
|Mincorp 1983-88 | 127          | 1,475         |            |            
|MASA 2000       |              |               | 2          | 311        
|Total           | 127          | 1,475         | 2          | 311        

Mineral Resources Development, Inc. (“MRDI”) was
  contracted to confirm a resource estimate based on data from 33 core holes and
  9 RC holes drilled during the 1998 and 1999 programs and prepared by Simpson,
  an independent consultant to Viceroy Resource.

The MRDI study reviewed the geology, parameters of the geological
  model, drilling and sampling procedures QA/QC and the technical database. MRDI
  verified the model using independently derived grade distributions, variography
  and Kriged grade models. The comparisons of the two studies are presented below.

|Model                                              | Category  | Tonnes (000’s) | Grade (g/t Au) | Total oz (000’s)
|-------------------------------------------------- | --------- | -------------- | -------------- | ----------------
|MRDI   (Kriged Model)                              | Indicated | 18,441         | 1.104          | 655             
|Inferred                                           | 18,779    | 1.153          | 696           
|MASA (Viceroy   Resource) 
      
      (ID3Model) | Indicated | 12,243         | 1.196          | 471             
|Inferred                                           | 25,432    | 1.163          | 951           

A revised geological resource was estimated by Simpson, in
  August 2001, for the Gualcamayo area using all drill data up to and including
  QRD-058. The updated estimate was based on new drill geological data collected
  during the 2000 program. The geologic resource estimate using a cutoff grade
  of 0.6 g/t Au is presented below.

|Category                      | Tonnes (000’s) | Grade (g/t Au) | Total oz (000’s)
|----------------------------- | -------------- | -------------- | ----------------
|Indicated  
      (ID3 Model) | 12,734         | 1.17           | 480             
|Inferred
      (ID3 Model)    | 22,449         | 1.02           | 734             

The principal change between the two studies resulted from
  additional structural interpretation of mineralized zones based on detailed
  structural mapping, surface sampling and the 2000 drill results. The earlier
  MRDI and in-house results were strongly influenced by hole 98QD-027. MRDI concluded
  that it was not warranted to reduce or discount the resource blocks influenced
  by this hole.

Although the later interpretation and estimate reduced the
  total ounces, the waste to ore ratio and reliability of the resource estimate
  was significantly improved and the relative influence on the estimate by any
  one hole was reduced.

Based on 3,414 metres of surface diamond drilling, 1,405 metres
  of underground development on three levels, and 4,047 metres of underground
  drilling from 79 holes, Mincorp identified three zones of gold mineralization
  at Amelia Inés. They named these the Betsy, Ana and Diana zones. Mincorp
  reported a resource estimate termed “proven and probable” using
  a specific gravity of 3 and cutoff grades of 1 g/t and 3 g/t .

1988 historic Amelia Inés inferred resource estimate (not NI 43-101 compliant)

21

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|Cutoff (g/t Au) | Tonnes    | Grade (g/t Au) | Total oz
|--------------- | --------- | -------------- | --------
|1.0             | 1,010,158 | 5.77           | 187,394 
|3.0             | 436,062   | 9.30           | 130,383 

A preliminary geologic resource was estimated for Amelia Inés
  by Simpson. in June 1999 using Mincorp drill data and underground channel sampling
  (Dircksen, 2003). This estimate was classified as “inferred” for
  several reasons. At that time there was no density information available, the
  topographic control was poor and the geological model was thought to be overly
  simplified. Since a number of the channels had multi-gram gold grades a second
  estimate was performed to investigate the effect of capping at 30g/t gold on
  the overall resource. The estimates are presented below.

June, 1999 Amelia Inés Inferred Resource Estimate (0.5 g/t cutoff)

|Model                | Tonnes (000’s) | Grade (g/t Au) | Total oz (000’s)
|-------------------- | -------------- | -------------- | ----------------
|ID3 no capping       | 2,681          | 2.63           | 226,321         
|ID3 cap at 30 g/t Au | 2,679          | 1.86           | 160,273         

Exploration Activities 2003-2004

From June 2003 to March, 2004, Viceroy conducted a program
  of rock sampling and re-sampling of Mincorp drill core for geochemical analysis.
  This initial surface work was followed by a Phase One RC Drill Program which
  was conducted between April and August, 2004. A total of 11,922 metres in 47
  holes was drilled in the QDD, Amelia Inés and Magdalena zones, as well
  as in the Target 3D and Target K areas. Surface work, in the form of rock chip
  and saw-cut channel sampling and geological mapping, was conducted throughout
  2004. Following completion of the Phase One program an updated independent resource
  estimate was prepared for the project (Simpson, 2004); details of this work
  are given in the section entitled “Resources” below.

In November, 2004 a Phase Two Diamond Drill Program commenced.
  In November to December, 2004 a total of 712.65 metres in four holes was drilled.
  The Phase Two program resumed in January, 2005 following a short Christmas break
  and is currently ongoing. Ongoing surface rock sampling and geological mapping
  is accompanying the phase Two program.

Assay Laboratories

Two assay laboratories have been used by Viceroy for analysis
  of samples from the Gualcamayo Property. These are ALS-Chemex and Alex Stewart
  Assayers Argentina, S.A. (“Alex Stewart”). Through the Phase One
  drill program ALS-Chemex was used as the primary laboratory for all drill and
  surface samples and Alex Stewart was used as the check laboratory. From the
  commencement of the Phase Two program to the present Alex Stewart has been used
  as the primary laboratory for all drill and surface samples and ALS-Chemex has
  been used as the check laboratory. Samples sent to ALS–Chemex were prepared
  in Mendoza, Argentina and analyzed in Chile. Samples sent to Alex Stewart were
  prepared and analyzed in Mendoza.

Analytical techniques employed by ALS-Chemex consist of fire
  assay-atomic absorption spectroscopy (“FA-AAS”). ALS-Chemex laboratories
  in Chile and Argentina were registered to ISO 9001:2000.

Analytical techniques employed by Alex Stewart consist of
  FA-AAS and inductively coupled plasma–optical emission spectroscopy (“ICP-OES”).
  Alex Stewart’s Mendoza facility is currently working towards ISO 9001:2000
  certification.

Geology

The Gualcamayo Property is located along the eastern margin
  of the Precordillera of west central Argentina, immediately to the east of the
  Cordillera de Los Andes. The Precordillera consists of a series of north-south
  trending ranges comprised of Cambrian-Early Ordovician marine platform carbonates
  overlain by mid-Ordovician through Early Carboniferous marine clastic sediments,
  which are in turn overlain by late Carboniferous-Tertiary continental clastic
  sediments. Permo-Triassic and Tertiary granitic complexes locally intrude all
  sediments.

22

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The Gualcamayo Property is located primarily within a package
  of lower Paleozoic stratigraphy characterized by thick carbonate sequences of
  upper-Cambrian La Flecha and Ordovician San Juan Formations, which are overlain
  by marine clastic sediments of Upper Ordovician Trapiche Formation. The entire
  stratigraphic section exceeds 1,000 m in thickness. The immediate project area
  is intruded by a dioritic-dacitic porphyry complex. Although the intrusive phases
  have not been differentiated, subtle compositional variations and contrasting
  structural emplacement suggests a complex intrusive history.

Three main mineral occurrences have been outlined on the Gualcamayo
  Property. These consist of the sediment-hosted disseminated gold QDD deposit
  and the skarn-hosted gold Magdalena and Amelia Inés deposits.

At QDD, gold mineralization is concentrated within stockwork-fractured
  carbonates, carbonate breccias and intrusive breccias. The mineralization can
  be described as low sulfide bearing (<3%) and is in a low silica system.
  At Amelia Inés and Magdalena, gold mineralization is present in sulphide-bearing
  skarns that have developed at carbonate/intrusive contacts.

Resources

Cautionary Note to United States Investors Concerning Estimates
  of Measured, Indicated and Inferred Resources

This section uses the terms 'measured resources’, 'indicated
  resources’ and 'inferred resources’. Viceroy advises the United
  States investors that while these terms are recognized and required by Canadian
  regulations (under National Instrument 43-101 Standards of Disclosure for Mineral
  Projects), the United States Securities and Exchange Commission does not recognize
  them. United States investors are cautioned not to assume that any part or
  all of the mineral deposits in these categories will ever be converted to reserves.
  In addition, 'inferred resources’ have a great amount of uncertainty as
  to their existence and economic and legal feasibility. It cannot be assumed
  that all or any part of an Inferred Mineral Resource will ever be upgraded to
  a higher category. Under Canadian Rules, estimates of Inferred Mineral Resources
  may not form the basis of Feasibility or Pre-Feasibility Studies, or economic
  studies except for a Preliminary Assessment as defined under 43-101. United
  States investors are cautioned not to assume that part or all of an inferred
  resource exists, or is economically or legally mineable.

Based on drilling conducted up to August 2004, a current resource
  estimate for the QDD, Amelia Inés and Magdalena zones was prepared by
  Simpson , in a NI 43-101 compliant Technical Report by GeoSim Services Inc.
  dated December 8, 2004 (Simpson, 2004). All mineral resource estimates are reported
  using a cutoff grade of 0.5 g/t Au; summaries of the resource estimates are
  presented in the tables below.

A preliminary recovery model based on 4 column tests and 279
  bottle roll tests indicates over 80% recoveries for gold from oxide material
  which comprises approximately 90% of the resource.

|Resource Category                                           | Tonnes (000’s)            | Grade Au  (g/t)             | Contained ounces Au (000’s)  
|----------------------------------------------------------- | ------------------------- | --------------------------- | -----------------------------
|Measured   Indicated  Measured
      + Indicated   Inferred | 4,495 32,58637,081 11,323 | 1.10  1.03 1.04 
      1.20 | 159  1,077   1,236 
      435

|Resource Category                                | Tonnes(000’s)  | Grade Au  (g/t)    | Contained ounces Au (000’s)
|------------------------------------------------ | -------------- | ------------------ | ---------------------------
|Measured   Indicated  Measured
      + Indicated | 203 1,9102,114 | 3.12   2.79   2.82 | 20   171
        192       
|Inferred                                         | 383            | 1.95               | 24                         

Current resource estimate for the Magdalena Deposit

23

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|Resource Category | Tonnes
      (000’s) | Grade Au  (g/t) | Contained ounces Au (000’s)
|----------------- | -------------------- | --------------- | ---------------------------
|Inferred          | 2,526                | 1.87            | 151                        

Las Flechas Property

Property Description and Location

The Las Flechas Property is located in the High Andes of northwest
  San Juan Province, Argentina, approximately 330 km northwest of the provincial
  capital of San Juan. The non-contiguous property is comprised of eight Cateos
  and 55 Minasas shown below.

Las Flechas PropertyCateosandMinas

|File Number   | Name                 | Type  | Size (Ha)
|------------- | -------------------- | ----- | ---------
|338976-S-92   | unnamed              | Cateo | 2,567    
|338977-G-92   | unnamed              | Cateo | 2,100    
|0510-F 18-95  | Atahualpa I          | Mina  | 100      
|0511-F 18-95  | Atahualpa II         | Mina  | 100      
|339041-A-92   | unnamed              | Cateo | 3,875    
|339040-D-92   | unnamed              | Cateo | 4,500    
|0496-F 18 -95 | Cerros Gemelos N° 1  | Mina  | 300      
|0497-F18-95   | Cerros Gemelos N° 2  | Mina  | 300      
|0498-F18-95   | Cerros Gemelos N° 3  | Mina  | 100      
|0500-F18-95   | Cerros Gemelos N° 5  | Mina  | 200      
|0501-F18-95   | Cerros Gemelos N° 6  | Mina  | 100      
|0502-F18-95   | Cerros Gemelos N° 7  | Mina  | 100      
|0503-F18-95   | Cerros Gemelos N° 8  | Mina  | 200      
|0504-F 18 -95 | Cerros Gemelos N° 9  | Mina  | 100      
|339039-E-92   | unnamed              | Cateo | 4,230    
|0512-F18-95   | Atahualpa III        | Mina  | 100      
|0513-F18-95   | Atahualpa IV         | Mina  | 200      
|0514-F18-95   | Atahualpa VI         | Mina  | 100      
|0515-F18-95   | Atahualpa VII        | Mina  | 200      
|0516-F18-95   | Atahualpa IX         | Mina  | 100      
|339256-S-92   | unnamed              | Cateo | 4,278    
|339257-S-92   | unnamed              | Cateo | 4,612    
|156.300-S-73  | Termas del Inca N° 2 | Mina  | 54       
|156.406-S-73  | San José             | Mina  | 54       
|157.252-S-73  | San Mauricio         | Mina  | 54       
|157.253-S-73  | San Carlos           | Mina  | 54       
|157.254-S-73  | Santa Bárbara        | Mina  | 54       
|157.255-S-73  | Santa Margarita      | Mina  | 54       
|157.260-S-73  | Santa Filomena       | Mina  | 54       
|157.261-S-73  | Santa Enriqueta      | Mina  | 54       
|157.263-S-73  | Santa Elena          | Mina  | 54       
|157.265-S-73  | Virgen de Fátima     | Mina  | 54       
|157.267-S-73  | San José             | Mina  | 54       
|157.268-S-73  | San Fabian           | Mina  | 54       
|156.498-S-73  | San Martin           | Mina  | 54       
|156.295-S-73  | Bordo Atravesado 5   | Mina  | 54       



24

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|156.274-S-76    | Amarillo 19         | Mina  | 54    
|--------------- | ------------------- | ----- | ------
|156.275-S-76    | Amarillo 20         | Mina  | 54    
|156.273-S-76    | Amarillo 18         | Mina  | 54    
|414.133-M-2004  | Inca 1              | Mina  | 3,267 
|414.132-M-2004  | Rio La Sal 1        | Mina  | 2,934 
|414.131-M-2004  | Rincon de la Flecha | Mina  | 2,000 
|156.259-S-76    | Amarillo 4          | Mina  | 54    
|156.263-S-76    | Amarillo 8          | Mina  | 54    
|156.293-S-76    | Bordo Atravesado 3  | Mina  | 54    
|156.305-S-76    | Portezuelo  1       | Mina  | 54    
|156.306-S-76    | Portezuelo  2       | Mina  | 54    
|156.307-S-76    | Portezuelo  3       | Mina  | 54    
|156.308-S-76    | Portezuelo  4       | Mina  | 54    
|156.309-S-76    | Portezuelo  5       | Mina  | 54    
|156.310-S-76    | Portezuelo  6       | Mina  | 54    
|156.311-S-76    | Portezuelo  7       | Mina  | 54    
|157.257-S-73    | Santo Domingo       | Mina  | 54    
|156.261-S-76    | Amarillo 6          | Mina  | 54    
|156.264-S-76    | Amarillo 9          | Mina  | 54    
|546109-R-94     | Sally               | Cateo | 8,657 
|0626-F 18-95    | Atahualpa  5        | Mina  | 100   
|0627-F 18-95    | Atahualpa  8        | Mina  | 100   
|0628-F 18-95    | Atahualpa  10       | Mina  | 100   
|0624-F 18-95    | Cerro Bayo 2        | Mina  | 100   
|0621-F 18-95    | Cerro Bayo 5        | Mina  | 100   
|0620-F 18-95    | Cerro Bayo 6        | Mina  | 600   
|425.294-M-2002  | Gimena 1            | Mina  | 5,459 
|414048-M-2004   | Gimena 2            | Mina  | 3,198 
|Total Size (Ha) |                     |       | 35,953

Property Size

The Las Flechas Property covers a 35,953 hectare area.

Ownership

The Las Flechas Property is owned 100% by MASA, subject to
  royalties described herein.

Agreements and Royalties

The property is the subject of a Joint Venture Agreement among
  Viceroy, MASA, and Deprominsa. Under the terms of the agreement, Deprominsa
  holds an option to acquire a one-time 75% undivided interest in the Las Flechas
  Property. To maintain the option in full force Deprominsa shall fund expenditures
  on the property in the aggregate amount of US$ 4,500,000 over a five year
  period.

Royalties on the property are as follows:

|1) | a 1% NSR on production from the property is payable to IMA.
|-- | -----------------------------------------------------------

We are unaware of any additional royalties, overrides, back-in
  rights or encumbrances that affect the property.

Environmental Legislation

25

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A Prospecting Stage Environmental Impact Report has been submitted
  by Deprominsa to the EPMU, of the San Juan Department of Mines and is currently
  being evaluated.

History

In 1995, MASA conducted a reconnaissance mapping and sampling
  campaign within the area of the Las Flechas Property. The program indicated
  that anomalous gold values (200-300 ppb) were widespread over two hydrothermal
  alteration zones. Gold values between 1 and 2 g/t were obtained from several
  areas within the broader anomalous zones.

In January 1996, MASA remapped and sampled the property at
  a scale of 1:10,000. It was concluded from the sampling results that widespread
  gold values in the 100-200 ppb range obtained during the 1995 program were likely
  due to analytical error. However, resampling revealed anomalous gold mineralization
  in five distinct areas of the property; four of these were found to be associated
  with the intersection of structural features. In October and November of 1996,
  these areas were extensively resampled and 10 trenches were excavated by bulldozer.
  A geophysical program was carried out in late 1996 and consisted of a gradient
  array Induced Polarization (“IP”) survey and a ground magnetic survey.

In February to March, 1997, MASA completed 17 diamond drill
  holes totaling 1815 metres which produced no significant results. The property
  was did not receive any further exploration between 1997 and 2003.

Current Work

Exploration activities by Deprominsa at Las Flechas were initiated
  in late 2004. This work, which consists of regional geological mapping and sampling,
  is currently ongoing. Trenching is planned prior to the end of the current field
  program, with a goal of delineating drill targets for the 2005/06 field season,
  if warranted.

Mineralization

The Las Flechas Property is underlain by Tertiary volcanics
  and subvolcanics that have been variably altered by widespread hydrothermal
  alteration. The volcanic sequence consists of intermediate composition flows
  and porphyries overlain by intermediate to felsic composition tuffs and ignimbrites.
  The volcanics have been intruded by quartz-feldspar porphyries that appear to
  be associated with major structures.

ASTER (Advanced Spaceborne Thermal Emission and Reflection
  Radiometer) satellite imagery and subsequent field work has identified the presence
  of broad zones of argillic alteration and silicification in several zones on
  the property. Geological mapping has identified the presence of high sulphidation
  epithermal alteration and mineralization associated with porphyry domes.

Salamanca Property

Property Description and Location

The Salamanca Property is located directly north of the Gualcamayo
  Property, on the border between San Juan and La Rioja Provinces and approximately
  230 km north of the city of San Juan. The property is comprised of a single
  contiguous block containing eight Minas and one Cateoas shown
  below.

26

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Salamanca PropertyCateosandMinas.

|File Number     | Name              | Type  | Size (Ha)
|--------------- | ----------------- | ----- | ---------
|91-R-95         | Cerro Corral No.1 | Mina  | 100      
|92-R-95         | Cerro Corral No.2 | Mina  | 100      
|93-R-95         | Cerro Corral No.3 | Mina  | 83       
|97-R-95         | Cerro Corral No.7 | Mina  | 100      
|98-R-95         | Cerro Corral No.8 | Mina  | 420      
|126-R-97        | Los Sapitos Norte | Mina  | 311      
|128-R-97        | Los Sapitos Sur   | Mina  | 1,318    
|46-M-2003       | Sol               | Mina  | 724      
|07-M-2004       | El Tambo          | Cateo | 1,495    
|Total Size (Ha) | 4,651            

Property Size

The Salamanca Property covers a 4,651 hectare area.

Ownership

The Salamanca Property is owned 100% by MASA, subject to royalties
  described herein.

Agreements and Royalties

The property is not the subject of any existing or proposed
  options, joint ventures or other agreements. Royalties on the property are as
  follows:

|1. | a 1% NSR on production from the property is payable to IMA,                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                     
|2. | a 1% NSR capped at US$800,000 payable to the Ridao Brothers on production
      from the Cerro Corral No. 1, 2, 3, 7 and 8, Los Sapitos Sur and Los Sapitos
      Norte Minas. We are unaware of any additional royalties, overrides,
      back-in rights or encumbrances that affect the property.

Environmental Legislation

Following the grant of the Cerro Corral No. 1, 2, 3, 7 and
  8 Minas an Environmental Impact Report on these leases was submitted
  to and subsequently approved by the EPMU of the La Rioja Department of Mines.

History

In the late 1980, Mincorp conducted mapping, sampling, trenching
  and limited drilling (140.5 metres in 5 diamond drill holes) on the property.
  In 1996, MASA acquired the project under an option agreement and between 1996
  and 1997, completed two of phases work that included mapping, sampling, and
  drilling (2,048.4 metres in 14 diamond drill holes). MASA’s exploration
  program outlined a sediment-hosted mineralized zone with a strike length of
  over 600 metres.

No significant work was completed on Salamanca between 1998 and 2004.

Current Work

A limited regional exploration program commenced in early
  2005 and the results of this work are currently being received, compiled and
  interpreted. Current exploration on the Salamanca Property is focused on evaluation
  of the mineralization and geological setting in the context of mineralization
  on the nearby Gualcamayo Property.

Once complete, results from the current program will be evaluated
  to determine if a drill program is warranted.

27

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Mineralization

The mapping, sampling and drilling completed by Mincorp and
  MASA have defined a potential mineralized zone along a north-northwest dipping
  thrust fault extending approximately 600 metres along strike and with a thickness
  between 40 and 55 metres. This zone appears to be open along strike and at depth.

Evelina Property

Property Description and Location

The Evelina Property is located in the High Andes, in northwest
  San Juan Province, Argentina, approximately 210 km northwest of the provincial
  capital of San Juan. The contiguous property is comprised of one Cateo
  and three Minas; namely the Evelina Cateoand the Gabriela 1,
  2 and 3 Minas. The Gabriela 1 and 2 Minas lie within the Evelina

Cateo.

Evelina PropertyCateosandMinas.

|File Number     | Name        | Type  | Size (Ha)
|--------------- | ----------- | ----- | ---------
|338711-S-93     | Evelina     | Cateo | 6,000    
|0001-F28-96     | Gabriela  1 | Mina  | 139.5    
|0001-F28-96     | Gabriela  2 | Mina  | 170      
|0001-F28-96     | Gabriela  3 | Mina  | 1,715    
|Total Size (Ha) | 7,715      

Property Size

The Evelina Property covers a 7,715 hectare area.

Ownership

The Evelina Property is owned 100% by MASA, subject to the
  royalties described herein.

Agreements and Royalties

The property is not the subject of any existing or proposed
  options, joint ventures or other agreements. Royalties on the property are as
  follows:

1) a 1% NSR on production from the property is payable to
  IMA.

We are unaware of any additional royalties, overrides, back-in
  rights or encumbrances that affect the property.

Environmental Legislation

Following granting of the Evelina Cateo in January,
  2005, a Prospecting Stage Environmental Impact Report was submitted to the EPMU,
  of the San Juan Department of Mines and is currently being evaluated.

History

Several exploration programs were conducted on the Evelina
  Property by MASA between 1995 and 1999. In October 1999, MASA entered into a
  option agreement with Barrick Exploraciones, S.A., (“Barrick, S.A.”)
  an Argentinean subsidiary of Barrick Gold Corp., whereby Barrick, S.A. could
  earn a 60% operating interest in the project by making certain expenditures
  over a three year period. This option agreement was subsequently terminated.

Work conducted between 1995 and 2000 by Barrick and MASA included
  identification of zones of argillic alteration using Landsat imagery, geological
  mapping, and the collection of bulk leach extractable gold (BLEG) stream sediment,
  rock chip and soil samples. Portable Infrared Mineral Analyzer (PIMA) analysis
  and petrography were conducted on rock samples collected from the property.

28

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Current Work

There are no current field activities on the Evelina Property.
  MASA is currently compiling and reviewing all historical data on the property
  in order to develop an exploration program and budget.

Mineralization

The property is underlain by relatively flat-lying tuffs and
  pyroclastic deposits cut by black porphyry and polymictic magmatic hydrothermal
  breccia. Three types of mineralization have been mapped on the property; these
  consist of east-west trending zones of structurally controlled silicified veins,
  brecciated and banded veins and structures containing vuggy silica hosted within
  rhyodacitic to dacitic composition porphyry. Telescoped high and low sulphidation
  epithermal systems are interpreted to occur on the Evelina Property.

La Brea/Las Carachas Property

Property Description and Location

The La Brea/Las Carachas Property is located in the High Andes,
  in northwest San Juan Province, Argentina, approximately 320 km northwest of
  the provincial capital of San Juan. The property is comprised of two non-contiguous
  blocks. The northern block, known as the La Brea block comprises the La Brea
  Cateo and the Mercedes VII Mina; the Mercedes VII Minalies
  wholly within the La Brea Cateo. The southern block, known as the Las
  Carachas block comprises one Cateoand seven Minas, which lie
  wholly within the Cateo.

La Brea/Las Carachas Property Cateos and Minas

|File Number   | Name         | Type  | Size (Ha)
|------------- | ------------ | ----- | ---------
|338.230-M-93  | Las Carachas | Cateo | 4,150    
|1625-F-18-95  | Teresa 1     | Mina  | 100      
|1627-F-18-95  | Teresa 3     | Mina  | 100      
|1628-F-18-95  | Teresa 4     | Mina  | 100      
|1629-F-18-95  | Teresa 5     | Mina  | 100      
|0174-F18-M-95 | Lidia VII    | Mina  | 800      
|0189-F18-M-95 | Lidia XXIII  | Mina  | 800      
|0197-F18-M-95 | Lidia XXXI   | Mina  | 800      
|338.231-M-93  | La Brea      | Cateo | 4,450    
|205-F-18-95   | Mercedes VII | Mina  | 600      
|Total (Ha)    | 8,600       

* Numbers in italics indicate overlap between MASA Mina and Cateo


Property Size

The La Brea/Las Carachas Property covers a 8,600 hectare area.

Ownership

The La Brea/Las Carachas Property is owned 100% by MASA, subject to the royalties
  described herein.

Agreements and Royalties

The property is not the subject of any existing or proposed options, joint
  ventures or other agreements.

29

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Royalties on the property are as follows:

1)    a 1% NSR on production from the property is payable to
  IMA.

We are unaware of any additional royalties, overrides, back-in rights or encumbrances
  that affect the property.

Environmental Legislation

An Environmental Impact Report has not yet been required to be submitted to
  the EPMU, of the San Juan Department of Mines.

History

The area of the La Brea/Las Carachas Property was explored
  in the 1950’s for a series of widely scattered, narrow epithermal lead-zinc-silver
  veins. MASA first evaluated the area in 1994 with a program of reconnaissance
  stream sediment sampling.

The property was optioned by Compania Minera Solitario Argentina,
  S.A. (“Solitario”) in 1996 subject to an NSR. This option was terminated
  in mid-2004. Work completed by Solitario and MASA on the property between 1996
  and 2000 included reconnaissance geological mapping and sampling, road cut and
  rock chip sampling and drilling 997 metres in nine reverse circulation drill
  holes and 560 metres in four diamond drill holes. Drill results were not significant.

Current Work

There are no current field activities on the La Brea/Las Carachas
  Property. MASA is currently compiling and reviewing all historical data on the
  property in order to develop an exploration program and budget.

Mineralization

The property is underlain by a sub-horizontal package of Tertiary
  age volcanic strata consisting of a lower sequence of andesite to dacite composition
  flows overlain by an upper sequence of rhyolitic to rhyodacitic composition
  flows. Ignimbrites of the upper sequence and a series of dike swarms may indicate
  a buried caldera structure.

The Tertiary volcanics overlie Permo-Triassic sedimentary
  and granitic rocks in the La Brea block. Chloritic and argillic alteration in
  the lower volcanic sequence suggests low sulphidation epithermal mineralization.

ITEM 5.     OPERATING AND FINANCIAL REVIEW
  AND PROSPECTS

The following should be read in conjunction with the audited
  consolidated financial statements and related notes, accompanying this Annual
  Report. We prepare and file our consolidated financial statements with various
  Canadian regulatory authorities in accordance with Canadian generally accepted
  accounting principles (“GAAP”). References should be made to note
  12 to the annual financial statements which provide reconciliation between US
  GAAP and Canadian GAAP and their effect on the consolidated financial statements.

OVERVIEW

We are a natural resource exploration stage company with five
  100% owned exploration properties in Argentina. Our principal focus is the continued
  exploration and development of our Gualcamayo gold property in San Juan province,
  Argentina, which property currently consists of three zones of mineralization.
  We are also carrying out a regional exploration program within the Gualcamayo
  property.

Prior to our acquisition of the Gualcamayo property, previous
  drilling on the Gualcamayo property had been completed by the then owners in
  three campaigns, in 1983-1988 and between 1998 and 2000. In August 2004, we
  completed our first phase exploration program on the property which included
  a 47 hole, 11,920 metre reverse circulation drill program and in December 2004
  began a second phase of exploration drilling consisting mainly of diamond drilling.
  In November 2004, we announced that a new resource estimate had been completed
  on the three zones of mineralization of the property by an Independent Qualified
  Person which estimate added more than 35% to the total resources and doubled
  the measured and indicated resources. This new resource announcement was followed
  up by an updated National Instrument 43-101 Technical Report which was SEDAR
  filed on December 8, 2004.

30

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On December 6, 2004, we completed a private placement of a
  total 5,604,650 units for gross proceeds of $12,330,230.

We have entered into an option agreement on our Las Flechas
  property with Tenke and are currently evaluating our other properties as described
  under Item 4-D..

As at December 31, 2004, we had cash and cash equivalents
  of $14,499,000 substantially all of which is available as working capital
  and which is considered sufficient to carry out our planned exploration activities
  on the Gualcamayo gold property as well as for property maintenance requirements
  and administrative overhead for the next eighteen months.

ITEM 5A.     OPERATING RESULTS

References to 2004 in the discussion below are to our fiscal
  year ended 2004. References to 2003 are for the six month period from July 1,
  2003 to December 31, 2003.

|                                                  | Twelve Months |   | Six Months   |  
|------------------------------------------------- | ------------- | - | ------------ | -
|                                                  | Ended         |   | Ended        |  
|                                                  | December 31,  |   | December 31, |  
|                                                  | 2004          |   | 2003         |  
|                                                  | $             |   | $            |  
|Expenses                                          |               |   |              |  
|Stock-based compensation                          |               |   |              |  
|Directors/officers/employees                      | 748,421       |   | 1,027,680    |  
|Other consultants                                 | 434,664       |   | 89,400       |  
|                                                  | 1,183,085     |   | 1,117,080    |  
|                                                 
|Salaries, benefits and officer consultants        | 638,684       |   | 117,156      |  
|Stock exchange/transfer agent/listing application | 40,920        |   | 42,089       |  
|Legal                                             | 43,024        |   | 40,488       |  
|Shareholders’ communication                       | 68,892        |   | 35,265       |  
|Amortization                                      | 11,284        |   | -            |  
|Audit and tax                                     | 35,200        |   | 24,080       |  
|Investor relations                                | 192,801       |   | 18,358       |  
|Travel and lodging                                | 40,470        |   | 11,916       |  
|Office and miscellaneous                          | 137,349       |   | 26,853       |  
|Loss Before the Following                         | 2,391,709     |   | 1,433,285    |  
|Interest Income                                   | (83,916       | ) | (7,604       | )
|Loss/Write-down of Short-term Investment          | 19,487        |   | -            |  
|Foreign Exchange Loss                             | 50,441        |   | 10.915       |  
|Loss for the Period                               | 2,377,721     |   | 1,436,596    |  

Revenues

We are in the exploration stage and we do not have revenues
  from operations. Except for income from our cash and cash equivalents, we rely
  on equity funding to fund our exploration programs and continued operations.

Expenses

Our operating expenses have increased significantly in 2004
  over 2003 as a result of our increased exploration activities on our Gualcamayo
  gold project, as discussed below:

31

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Salaries, benefits and officer consultants

Our salaries, benefits and officer consultants expenses increased
  significantly in 2004 over 2003 as we established our new head office and hired
  a new chief financial officer, a corporate secretary, a receptionist and a communications
  assistant. Salaries and officer consulting fees increased significantly as we
  carried out this expansion. Compensation includes all cash compensation paid
  to our officers. Cash compensation for a number of our officers and consultants
  is paid to companies controlled by the respective officer or consultant.

Consulting fees in 2003 included fees of $7,500 per month
  paid to Quest Capital Corp., a then related party in virtue of common directors
  and officers, for management services effective July 1, 2003. This arrangement
  was terminated in February 2004. Administrative, corporate service and rent
  expenditures of $55,000 were paid to Quest Capital Corp. in 2003 for general
  administrative, accounting and corporate services and office space.

Stock-based compensation

Stock-based compensation is attributable options granted to
  our directors, officers, employees and consultants. Options are granted in accordance
  with the policies of the TSX-V. We rely on stock options as a means of providing
  incentive based compensation to our directors, officers, employees and consultants
  while preserving our cash resources for our exploration expenditures. We apply
  the fair value method of accounting for stock options granted to officers, directors
  and employees, as discussed below under Critical Accounting Policies.

Stock-based compensation in 2003 was significant as we granted
  options to the directors, officers, employees and consultants that we had engaged
  to execute our business plan and carry out exploration programs after completion
  of our acquisition of the Argentine mineral properties. We continued to grant
  incentive stock options in 2004 as we increased the number of our directors,
  officers, employees and consultants as part of the expansion of our exploration
  activities. Stock-based compensation to directors, officers and employees decreased
  in 2004 to $748,421 in 2004 from $1,027,680 in 2003. Stock-based compensation
  to other consultants increased to $434,664 in 2004 from $89,400 in 2003.

Stock-based compensation also included warrants granted as
  broker’s commissions in connection with brokered private placements that
  we have completed. Stock-based compensation relating to brokers’ commissions
  increased from $75,680 in 2003 to $241,634 in 2004 as a result in the
  increase in the magnitude of the private placement financings we completed in
  2004.

Investor communications

Our investor communications expenses increased significantly
  in 2004 as we hired an investor relations firm in February 2004 to provide investor
  relations services. We pay $4,800 per month to this firm and have granted
  options to purchase 200,000 shares, subject to vesting requirements. As of December
  31, 2004, all options had been earned. Our investor communications expenses
  include cash and stock-based compensation paid to the investor relations firm.
  Our management and representatives attended seven industry conferences throughout
  North America during 2004.

Office and miscellaneous

Our office and miscellaneous expense increased in 2004 over
  2003 as a result of the establishment of our new head office in February 2004.

Stock exchange/ transfer agent/ listing application expenses

Expenses in 2003 were attributable to our corporate organization
  and our listing on the TSX-V. Expenses in 2004 were attributable to our continued
  listing on the TSX-V and our completion of private placement financings in 2004.

Travel and lodging

Travel and lodging expenses increased in 2004 over 2003, primarily in connection
  with corporate finance activities.

32

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Transactions with Related Parties

In the twelve months ended December 31, 2004:

| | (a) | We paid $7,500 for administrative and corporate
        services and office space to a company which at the time was related by
        virtue of common directors and officers. The arrangement terminated February
        14, 2004.                                                                                                                     
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                            
| | (b) | We had monthly consulting services arrangements with
        each of our four officers, two of which are also directors of the Company.
        Cash paid or payable pursuant to these arrangements was $175,000,
        $112,027, $112,000 and $102,650, an aggregate of $501,677.
        The arrangement with one of the officers began March 15, 2004.
| |     |                                                                                                                                                                                                                                                                                                                                                            
| | (c) | During the twelve months ended December 31, 2004,
        stock options were granted to certain directors/officers/employees for
        a total 778,000 common shares having a recorded fair value of $748,421.                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                            
| | (d) | In connection with the 2004 private placement, our
        independent directors approved the participation by a director in the
        private placement for the purchase of 150,000 units on the same terms
        as arm’s length investors.                                                                                                          

ITEM 5B.     LIQUIDITY AND CAPITAL RESOURCES

We had cash and cash equivalents of $14,499,000 and working
  capital of $14,431,035 as at December 31, 2004.

Planned Exploration Activities

We plan to apply our available cash and working capital to
  continue exploration of the Gualcamayo gold property. These planned exploration
  activities are summarized in Item 4.B of this Annual Report. We anticipate that
  our cash and working capital is sufficient to carry out our planned exploration
  activities as well as for property maintenance requirements and administrative
  overhead for the next eighteen months.

Cash and Cash Equivalents

The majority of the our funds are held in Canada and only
  funds sufficient to meet current obligations are transferred to Argentina. Included
  in cash and cash equivalents at December 31, 2004 is $469,295 and $52,512
  denominated in US dollars and Argentine pesos, respectively, which are subject
  to foreign currency rate fluctuations. In conducting its business, we make payments
  as appropriate from time to time in each of these three currencies. Accordingly,
  as planned increased spending on the Gualcamayo property materializes, we will
  be subject to foreign currency rate fluctuations in future between the Canadian
  dollar and these currencies.

Trillion Assets

Our net assets at December 31, 2004 include a $100,000
  account receivable acquired in connection with our 2003 acquisition of Trillion,
  as discussed in Item 4.A of this Annual Report. The account receivable arises
  in connection with a March 31, 2003 sale agreement by Trillion of two wholly-owned
  subsidiary companies, one a holding company incorporated in Guernsey and the
  second an operating company in Zimbabwe. On closing, Trillion was to receive
  US$100,000 cash and a 30 % participating interest, after expenditures funded
  by the purchaser of a total US$300,000, in two exploration projects in Zimbabwe.
  Completion of the sale has been delayed and has in part been under renegotiation;
  however, in the interim, the purchaser has assumed responsibility for management
  of the operating company in Zimbabwe. The $100,000 liability of the purchaser
  is included in our accounts receivable as at December 31, 2004. We expect that
  the sale will be completed substantially as set out above before mid year 2005.

MASA Contingency

On September 13, 2004, our board of directors approved establishment
  of a pool of US$110,000 to be used for performance based/and or change of
  control payments to certain employees of MASA in the eventuality that certain
  events occur in the future. We have not formally established a reserve of this
  amount.

33

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Cash Used in Operating Activities

Cash used in operating activities increased to $1,254,001
  in 2004 from $212,321 in 2003. Cash used in operating activities was comprised
  primarily of administration and investor relations in support of the Gualcamayo
  project.

Cash Used in Investing Activities

Cash used in investing activities increased to $3,450,454
  in 2004 from $353,424 in 2003 as a result of our increased exploration activities
  at the Gualcamayo project. We have capitalized these expenditures in accordance
  with Canadian GAAP, as discussed below under Critical Accounting Policies.

We capitalized a total $3,551,466 of expenditures related
  to our Gualcamayo gold property in 2004. This capitalized amount included $3,508,504
  in exploration expenditures and $42,962 for a land purchase. Exploration
  expenditures included $1,861,731 for completion of a first phase exploration
  program completed on the property in August 2004, which included a 47 hole,
  11,920 metre reverse circulation drill program. Exploration expenditures also
  included $682,500 in connection with a second phase of exploration drilling
  consisting mainly of diamond drilling that we commenced in December 2004. The
  balance of spending in the period was primarily incurred conducting systematic
  mapping and surface sampling which identified a number of new mineralized targets
  and for property maintenance payments. Included in cumulative deferred exploration
  expenditures at December 31, 2004 is $394,759 of Argentine value added tax.
  We are making application to recover this amount; however, the recovery, if
  any, is uncertain.

Cash Flows from Financing Activities

Cash flows from financing activities increased to $14,486,409
  in 2004 from $4,733,028 in 2003 as a result of a private placement completed
  in 2004 and the exercise of previously outstanding options and warrants. We
  completed this financing in order to raise the funds necessary for us to pursue
  our exploration programs on our Argentine mineral properties. As a result of
  this financing, the number of our issued and outstanding common shares increased
  by 10,899,150 to a total 35,370,308 shares.

In 2004, we received net proceeds of $11,417,706 from
  the completion of our December 2004 brokered private placement, as discussed
  below. We raised further financing of $3,068,703 during 2004, of which $2,520,000
  was from the exercise of the 4,200,000 warrants issued in connection with the
  November 2003 private placement, $48,000 from exercise of 80,000 of the
  total 350,000 brokers’ warrants issued in connection with the November
  2003 private placement and $111,640 from exercise of stock options for 251,000
  shares.

In December 2004, we closed a bought deal private placement
  financing for gross proceeds of $12,330,230. A total of 5,604,650 units
  were placed, each unit consisting of one common share at a price of $2.20
  and one half transferable purchase warrant. Each whole warrant will entitle
  the holder to acquire one common share at a price of $2.75 until December
  6, 2006. The net proceeds from the offering will be used to advance the exploration
  and evaluation of the Gualcamayo Project and for general working capital purposes.

In 2003, we completed a private placement financing for net
  proceeds of $1,997,700 and acquired cash of $2,735,328 in connection
  with our acquisition of Trillion. The number of our issued and outstanding common
  shares increased during 2003 by 10,671,158 shares to a total 24,471,158 shares.

Requirements of Financing

Development of the Gualcamayo project beyond feasibility will
  require additional equity and possible debt financing both which involve significant
  risks some of which have been referred to previously in this document. As we
  are in the exploration stage, we do not have revenues from operations and, except
  for income from cash and cash equivalents, we rely on equity funding for our
  continuing financial liquidity. We do not have any arrangements or commitments
  in place for any additional financing.

34

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Outstanding Options and Warrants

If all outstanding options as at December 31, 2004 were exercised,
  a total 2,593,000 shares would be issued for cash proceeds of $3,345,000.
  The weighted average remaining contractual life of these outstanding options
  is 3.84 years. At December 31, 2004, there are outstanding warrants granted
  for a total 3,156,875 shares at an exercise price of $2.75 per share until
  December 6, 2006 which price exceeds the quoted price of our shares as of December
  31, 2004. In the subsequent period from January 1, 2005 to March 21, 2005, the
  quoted price of our common shares on the TSX-V has exceeded the exercise price
  of the outstanding warrants. If all outstanding warrants at December 31, 2004
  were exercised, a total of 3,156,875 shares would be issued for cash proceeds
  of $8,681,406.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements have been prepared in
  accordance with Canadian generally accepted accounting principles, including
  the following:

Exploration property costs

We record our interests in exploration properties at cost.
  The costs of acquiring mineral properties and related exploration and development
  expenditures are deferred and would be amortized against future production following
  commencement of commercial production or are written off if the properties are
  sold, allowed to lapse or abandoned. General exploration, overhead and administrative
  costs are expensed in the period they are incurred.

Our management regularly reviews the net carrying value of
  each mineral property. Where management believes that the carrying value cannot
  be recovered, the carrying value is written down to fair value.

Stock-based compensation

Management is required to make significant estimates about
  future volatility and the period in which stock options will be exercised. The
  selection of the volatility factor, and the estimate of the period in which
  an option will be exercised will have a significant impact on the costs recognized
  for stock based compensation. The estimates concerning volatility are made with
  reference to historical volatility, which is not necessarily an accurate indicator
  of volatility which will be experienced in the future. Management assumes that
  stock options will remain unexercised until immediately prior to their expiry
  date, which may not be the case.

Significant Differences between Canadian and U.S. GAAP

The significant differences between Canadian and U.S. generally
  accepted accounting principles are as follows:

|1. | We have accounted for resource property costs and
        related exploration expenditures in accordance with Canadian GAAP. As
        a result, we have capitalized property costs and related exploration expenditures
        during 2003 and 2004. Under U.S. GAAP, acquisition and exploration costs
        relating to unproven mineral properties are expensed as incurred. When
        proven and probable reserves are determined for a property and a feasibility
        study prepared, then subsequent acquisition, exploration and development
        costs of the property are capitalized. The capitalized costs of such properties
        are then measured periodically, for recoverability of carrying values
        under Statement of Financial Accounting Standard (SFAS) No. 144. As we
        do not have proven and probable reserves on any of our mineral properties,
        the property costs and related exploration expenditures during 2003 and
        2004 are expensed in the period in which they are incurred under U.S.
        GAAP.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | Under U.S. GAAP, our short term investments would
        be adjusted from their carrying values under Canadian GAAP to year-end
        quoted market values and the differences recorded, net of applicable income
        taxes, as adjustments to shareholders’ equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Note 12 of our Annual Consolidated Financial Statements included
  with this Annual Report provides a reconciliation of our financial statements
  to U.S. GAAP..

35

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ITEM 5C.     RESEARCH AND DEVELOPMENT, PATENTS
  AND LICENSES, ETC.

We do not carry out any research or development activities.
  Please refer to Item 5.A and 5.B above for a discussion of the exploration expenditures
  that we have incurred in connection with the exploration of our mineral properties.

ITEM 5D.     TREND INFORMATION

We expect that expenditures will continue to increase in 2005
  with the current drill program underway at the Gualcamayo Property and the work
  planned thereafter, as discussed in Item 4.B of this Annual Report. These expenditures
  will result in a decrease in our cash and working capital position unless we
  complete further equity financings during 2005, of which there is no assurance.

We are not aware of any other trend, commitment, event or
  uncertainty that is both presently known to management and reasonably expected
  to have a material effect on our business, financial condition or results of
  operations as at the date of this report except as otherwise disclosed herein
  or except in the ordinary course of business.

ITEM 5E.     OFF-BALANCE SHEET
  ARRANGEMENTS

We do not have any off-balance sheet arrangements that have
  or are reasonably likely to have a current or future effect on our financial
  condition, changes in financial condition, revenues or expenses, results of
  operations, liquidity, capital expenditures or capital resources that is material
  to investors.

ITEM 5F.     TABULAR DISCLOSURE
  OF CONTRACTUAL OBLIGATIONS

As at fiscal year end December 31, 2004, we had the following
  contractual obligations:

|                                                                                                                              | Payment due by period
|----------------------------------------------------------------------------------------------------------------------------- | ---------------------
|Type of Contractual Obligation                                                                                                | Total                
|Long-Term Debt Obligations                                                                                                    | Nil                  
|Capital (Finance) Lease Obligations                                                                                           | Nil                  
|Operating Lease Obligations (Office Lease)                                                                                    |                      
|- Argentina office                                                                                                            | 19,200               
|-  Vancouver office (including operating costs)                                                                               | 146,664              
|Purchase Obligations                                                                                                          | Nil                  
|Other Long-Term Liabilities Reflected on the Company's Balance
      Sheet under the GAAP of the primary financial statements | Nil                  
|Total                                                                                                                         | 165,864              

ITEM 5G.     SAFE HARBOUR

The safe harbor provided in Section 27A of the Securities
  Act and Section 21E of the Exchange Act applies to forward-looking
  information provided pursuant to Item 5.E and F above.

36

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ITEM 6.     DIRECTORS, SENIOR MANAGEMENT AND
  EMPLOYEES

ITEM 6A.     DIRECTORS AND SENIOR MANAGEMENT

As at the date of this Annual Report, the following persons comprised the
  directors and senior management of Viceroy:

|Name and municipality of residence and position                                                          | Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Previous service as a director or officer
|-------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------
|W. David Black (1) (2) (3) 
      Vancouver, British Columbia, 
      Canada 
      Director             | Mr. Black has been Associate Counsel with the law
        firm, DuMoulin Black, since January 2004. He was previously a Partner
        with the firm from 1968 to December 2003. Mr. Black acts as a director
        of several public companies which trade on the TSX and TSX-V Exchanges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Since March 2003                         
|Richard M. Colterjohn 
      Toronto, Ontario, Canada 
      Director                                    | Since 2003, Mr. Colterjohn has been a Managing Partner
        of Glencoban Capital Management Inc., a privately owned merchant bank.
        He is a director of two other publicly traded companies, Canico 
        Resource Corp. (since 2002) and Cumberland  Resources Ltd. (since
        2003), and also President & CEO of Centenario Copper Corporation,
        a private company (since 2004). Prior to 2003, Mr. Colterjohn was an investment
        banker for 17 years, the last 10 (1992-2002) of which were with UBS Bunting
        Warburg Inc., as a Director, where  responsibilities included heading
        up Mining Sector Investment Banking activities in Canada.  Mr Colterjohn
        holds an MBA from I.M.D., Lausanne,  Switzerland. | Since October 2004                       
|Eric Cunningham (3)  
      Toronto, Ontario, Canada 
      Director                                     | Mr. Cunningham is a Mining Consultant. He was previously
        a director of Trillion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Since December 2003                      
|Patrick G. Downey (2)  
      North Vancouver, British Columbia, Canada 
      President, CEO & Director | Mr. Downey was the President and CEO of Trillion
        from January 1999 to December 2003 prior to being appointed as President
        and C.E.O. of the Company. He was a partner of Rescan Engineering Services
        Ltd. (a mining engineering firm) from April 1992 to February 1997; President
        and Director of Oliver Gold Corporation from November 1997 to February
        2002; and a Director of Canico Resource  Corporation from February
        2002 to February 2003. Mr. Downey is a Professional Engineer. He serves
        as a director of two other public companies.                                                                                                                                                                | Since December 2003                      
|John P. Fairchild 
      Vancouver, British Columbia, Canada 
      Chief Financial Officer              | Mr. Fairchild is a Chartered Accountant. Prior to
        joining the Company, he was CFO and Corporate  Secretary of Jordex
        Resources Inc./iTech Capital Corp./Sirit Inc. from July 1, 1994 to November
        24, 2003. He serves as a director of one other public company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Since April 2004                         

37

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|Michael H. Halvorson (1) (2) 
      
      Edmonton, Alberta, Canada 
      Director                 | Mr. Halvorson has been President of Halcorp
        Capital Ltd. (“Halcorp”), a private investment and consulting
        company, since 1980. He was a stock broker from 1967 to 1974 and marketed
        syndicated real estate from 1974 to 1979. In 1980 he formed Halcorp, an
        Alberta-based broker dealer which specialized in financings for natural
        resource companies until 1992. Since 1993, Halcorp has acted as a financial
        consultant to natural resource companies. Mr. Halvorson has served as
        a director of several natural resource companies since 1993. | Since March 2003   
|---------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------
|Michele A. Jones  
      Vancouver, British Columbia, Canada 
      Corporate Secretary              | Prior to joining the Company, Miss Jones
        was Executive Vice President, Administration, and Corporate Secretary
        of Cross Lake Minerals Ltd., a TSX listed exploration company, from April
        1997 to December 2003. She has served as Corporate Secretary of several
        natural resource public companies since 1990. Miss Jones holds a B.A.
        in Spanish.                                                                                                                                                                                                                 | Since February 2004
|Robert V. Matthews (1)  
      North Vancouver, British Columbia, Canada 
      Director             | Mr. Matthews is currently President of
        Sheppards Building Materials Inc. He was previously a director of Viceroy
        Resource and Manager/Controller for MacMillan Bloedel from 1974 to 1993.
        Mr. Matthews has been a director for several joint venture companies and
        other associations. Mr. Matthews is a Chartered Accountant.                                                                                                                                                                                                                                             | Since March 2003   
|Ronald K. Netolitzky (3) 
      
      Victoria, British Columbia, Canada 
      Chairman & Director | Mr. Netolitzky was President of the Company
        until December 2003 when he was appointed Chairman. He was Chairman of
        Viceroy Resource from October 1996 to November 2002 and President from
        December 2001 to June 2003; Chairman of Trillion from January 1999 to
        December 2003; and director and officer of several other public companies
        He also provides consulting geological services through Keewatin Consultants,
        a division of Chintz & Co. Decorative Furnishings Inc., 49.6% held
        by Mr. Netolitzky .                                     | Since March 2003   

(1) Member of the audit committee (2) Member of the compensation committee(3) Member of the corporate governance committee

None of our directors or senior management has any family
  relationship with any other and none were elected as a director or appointed
  as a member of senior management as a result of an arrangement or understanding
  with a major shareholder, customer, supplier or any other party.

38

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The following is a list of other public companies of which the officers and
  directors of the Company have been an officer, director or beneficial owner
  of securities with more than a 10% voting position within the past five years:

|Name                                                                                                                                  | Name of Public Company                                                                                                                | Position                  | Dates Position Held
|------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | -------------------
|W. David Black                                                                                                                        | Bradstone Equities Partners, Inc.                                                                                                     | Director                  | 1997  - 2002       
|Clickhouse.com Inc. (previously Gleneagles Petroleum Corp.)                                                                           | Secretary                                                                                                                             | 1997  - 2000             
|Jeda Petroleum Ltd.                                                                                                                   | Director                                                                                                                              | 1995  - 2000             
|Maxy Oil & Gas Inc.                                                                                                                   | Director                                                                                                                              | 1998  - Present          
|Pacific Wildcat Resources Corp.                                                                                                       | Director                                                                                                                              | 1994  - Present          
|Petrolex Energy Corp.                                                                                                                 | Director                                                                                                                              | 1996  - 2000             
|Peruvian Gold Limited                                                                                                                 | Director                                                                                                                              | 1998  - 2002             
|Polymet Mining Corp.                                                                                                                  | Director                                                                                                                              | 1999  - 2000             
|Quest Capital Corp. (formerly Viceroy Resource)                                                                                       | Director                                                                                                                              | 1983  - Present          
|Southwestern Resources Corp.  
      (previously Southwestern Gold Corp.)                                                             | Chairman, Director                                                                                                                    | 2000  - 2004             
|SpectrumGold Inc.                                                                                                                     | Director                                                                                                                              | 2003  - 2004             
|Spur Ventures Inc.                                                                                                                    | Director                                                                                                                              | 2000  - Present          
|Rival Energy Inc. (previously Roseland Resources Ltd.)                                                                                | Director                                                                                                                              | 2000  - 2003             
|Watersave Logic Corporation                                                                                                           | Secretary                                                                                                                             | 2001  - Present          
|Richard J. Colterjohn                                                                                                                 | Canico Resource Corp.                                                                                                                 | Director                  | 2002 - Present     
|Cumberland Resources Ltd.                                                                                                             | Director                                                                                                                              | 2003  - Present          
|Eric Cunningham                                                                                                                       | Consolidated Trillion Resources Ltd.  
      (merged with Oro Belle, a wholly owned subsidiary of the Company in December
      2003) | Director                  | 2002  - 2003       
|Patrick G. Downey                                                                                                                     | Canico Resource Corp.                                                                                                                 | Director                  | 2002 - 2003        
|Consolidated Trillion Resources Ltd.  
      (merged with Oro Belle, a wholly owned subsidiary of the Company in December
      2003) | President & CEO & Director                                                                                                            | 1998  - 2003             
|Corex Gold Corporation                                                                                                                | Director                                                                                                                              | 2004  - Present          
|Oliver Gold Corp.                                                                                                                     | President & CEO & Director                                                                                                            | 1997  - 2002             
|Petaquilla Minerals Ltd.                                                                                                              | Director                                                                                                                              | 2004  - 2005             
|Mundoro Mining Inc.                                                                                                                   | Director                                                                                                                              | 2005  - Present          
|John P. Fairchild                                                                                                                     | Sirit Inc.                                                                                                                            | CFO & Corporate Secretary | 1994  - 2003       
|Peru Copper Inc.                                                                                                                      | Director                                                                                                                              | 2004  - Present          
|Michael H. Halvorson                                                                                                                  | Canadian Gold Hunter Corp.                                                                                                            | Director                  | 2003  - Present    
|Consolidated Trillion Resources Ltd.  
      (formerly Trillion Resources Ltd.)                                                       | Director/Vice President                                                                                                               | 1993  - 2000             
|Esperanza Silver Corporation                                                                                                          | Director                                                                                                                              | 2003  - Present          
|Gentry Resources Ltd.                                                                                                                 | Director                                                                                                                              | 1997  - Present          
|Luxor Developments Ltd.                                                                                                               | Director                                                                                                                              | 2001  - Present          
|Majescor Resources Inc.                                                                                                               | Director                                                                                                                              | 2003  - Present          
|Newcastle Minerals Inc.                                                                                                               | Director                                                                                                                              | 2002  - Present          
|NovaGold Resources Inc.                                                                                                               | Director                                                                                                                              | 2004  - Present          
|Orezone Resources Inc.                                                                                                                | Director                                                                                                                              | 1999  - 2002             
|Predator Capital Inc.                                                                                                                 | Director                                                                                                                              | 2000  - 2003             
|Quest Capital Corp.(formerly Viceroy Resource)                                                                                        | Director                                                                                                                              | 1996  - 2004             

39

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|Name                                                                                                                                  | Name of Public Company                                                                                                         | Position                                            | Dates Position Held                 
|------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------- | ------------------------------------
|                                                                                                                                      | Radiant Resources Inc. 
      (formerly Pacific Sapphire Company Ltd.)                                                         | Director                                            | 1998  - Present                     
|Royal County Minerals Corp. 
      (formerly Consolidated Earth Stewards Inc.)                                                        | Director                                                                                                                       | 2001  - 2003                                       
|Sloane Petroleum Inc.                                                                                                                 | Director                                                                                                                       | 1998  - 2001                                       
|SpectrumGold Inc.                                                                                                                     | Director                                                                                                                       | 2003  - 2004                                       
|Strathmore Minerals Corp.                                                                                                             | Director                                                                                                                       | 2004  - Present                                    
|Western Silver Inc.
      (formerly Western Copper Holdings Limited)                                                                  | Director                                                                                                                       | 1997  - 2004                                       
|Michele A. Jones                                                                                                                      | Cross Lake Minerals Ltd.                                                                                                       | Executive VP, Administration, & Corporate Secretary | 1996  - 2003                        
|Robert V. Matthews                                                                                                                    | Quest Capital Corp. 
      (formerly Viceroy Resource)                                                                         | Director                                            | 1998  - 2003                        
|Santoy Resources Ltd.                                                                                                                 | CFO                                                                                                                            | 2005  - Present                                    
|Skeena Resources Ltd.                                                                                                                 | CFO                                                                                                                            | 2005  - Present                                    
|Ronald K. Netolitzky                                                                                                                  | American Bonanza Gold Mining Corp.  
      (formerly American Exploration Corp., Asia Minerals Corp., American Ore
      Ltd.) | Director                                            | 1987  - 2002  
      2004  - Present
|Aurcana Corp.                                                                                                                         | Director                                                                                                                       | 1997  - Present                                    
|Brett Resources Inc. 
      (formerly Lucky 7 Exploration Ltd)                                                                        | Director                                                                                                                       | 1993  - Present                                    
|Canadian Gold Hunter
      (formerly  International Curator Resources Ltd.)                                                           | Director                                                                                                                       | 2003  - Present                                    
|Canico Resources Corp.                                                                                                                | Director                                                                                                                       | 2001  - 2002                                       
|Eagle Plains Resources Ltd.                                                                                                           | Director                                                                                                                       | 2004  - Present                                    
|Golden Band Resources Inc.                                                                                                            | President, Director                                                                                                            | 1989  - Present                                    
|International Uranium Corp.                                                                                                           | Advisory Board                                                                                                                 | 2003  - Present                                    
|Strongbow Resources Inc. 
      (formerly Big M Resources Ltd, Nickelodeon Minerals Inc.)                                             | Director                                                                                                                       | 1990  - Present                                    
|Santoy Resources Ltd                                                                                                                  | President, Director                                                                                                            | 1995  - Present                                    
|Skeena Resources Ltd. 
      (formerly  Prolific Resources Ltd.)                                                                      | Director                                                                                                                       | 1983  - Present                                    
|Solomon Resources Ltd. 
      (formerly  Solomon Gold Corp)                                                                           | Director                                                                                                                       | 1989  - Present                                    
|Consolidated Trillion Resources Ltd.  
      (merged with Oro Belle, a wholly owned subsidiary of the Company in December
      2003) | Chairman, Director                                                                                                             | 1987  - 2003                                       
|Quest Capital Corp. 
      (formerly Viceroy  Resource)                                                                               | Chairman, Director                                                                                                             | 1996  - 2004                                       
|SpectrumGold Inc.                                                                                                                     | Director                                                                                                                       | 2003  - 2004                                       

ITEM 6B.     COMPENSATION

During the fiscal year ended December 31, 2004, we paid a
  total of $501,677 in cash compensation to our officers. We did not pay any
  cash compensation to a director in his capacity as such. This does not include
  other non-cash compensation or incentive stock options granted to or exercised
  by such directors and officers. No amounts were set aside or accrued by the
  Company or its subsidiaries to provide pension, retirement or similar benefits.

40

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The Company is required under applicable securities rules
  in Canada to disclose in its information circular to shareholders details of
  compensation paid to its executive officers as defined. The following reflects
  all material information regarding compensation paid to the Company’s
  executive officers which has been disclosed to the Company’s shareholders
  under Canadian securities rules.

The following table (presented in accordance with the rules
  (the "Rules”) made under the Securities Act (British Columbia)) sets forth
  all annual and long term compensation for services in all capacities to the
  Company and its subsidiaries for the two most recently completed financial years
  (to the extent required by the Rules) in respect of each of the individuals
  comprised of the Chairman, Chief Executive Officer and the Chief Financial Officer
  as at December 31, 2004 and the other three most highly compensated executive
  officers of the Company as at December 31, 2004 whose individual total compensation
  for the most recently completed financial year exceeded $150,000 and any
  individual who would have satisfied these criteria but for the fact that individual
  was not serving as such an officer at the end of the most recently completed
  financial year (collectively the "Named Executive Officers” or “NEOs”).

Summary Compensation Table

|                                                                | Annual Compensation           | Long-Term Compensation |                
|--------------------------------------------------------------- | ----------------------------- | ---------------------- | ---------------
|                                                                | Awards                        | Payouts               
|Name and Principal Position                                     | Fiscal Year ended Dec 31st(1) | Salary (2) ($)         | Bonus
      ($)
|Patrick G. Downey 
      President & CEO (3)                    | 2004                          | 150,000                | 25,000         
|2003                                                            | 12,500                        | Nil                    | Nil            
|Ronald K. Netolitzky 
      Chairman (Past President & CEO) (4) | 2004                          | 95,000                 | 17,000         
|2003                                                            | 45,000                        | Nil                    | Nil            
|John P. Fairchild CFO (5)                                       | 2004                          | 102,027                | 10,000         
|2003                                                            | -                             | -                      | -              

| | (1) | We were incorporated on March 31, 2003 and have
        three completed financial years. The first financial year was from March
        31, 2003 to June 30, 2003 during which period there was minimal activity.                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Includes consulting fees paid to the Named Executive Officers.                                                                                                                                                                                                                                                                       
| | (3) | Mr. Downey was appointed December 2003. His remuneration,
        which commenced December 2003 at $12,500 per month and increased in
        January 2005 to $15,000 per month, is paid to Downey & Associates,
        a company controlled by Mr. Downey.                                                                         
| | (4) | Previous President & C.E.O. of the Company from
        April to December 2003. Mr. Netolitzky’s remuneration, which commenced
        in July 2003 at $7,500 per month and increased in October 2004 to
        $9,167 per month, is paid to Keewatin Consultants, a division of Chintz
        & Co., 49.6% held by Mr. Netolitzky.
| | (5) | Appointed April 2004 with remuneration of $568 per day.                                                                                                                                                                                                                                                                              

Long Term Incentive Plans (LTIP) Awards

We do not have any long term incentive plans pursuant to which
  cash or non-cash compensation intended to serve as an incentive for performance
  (whereby performance is measured by reference to financial performance or the
  price of the Company’s securities) was paid or distributed to the Named
  Executive Officers during the most recently completed financial year.

41

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The following table sets forth stock options granted under
  the Company’s Stock Option Plan or otherwise during the most recently
  completed financial year to each of the Named Executive Officers.

|Name                                                         | Securities Under Options/
      SARs Granted (#) | % of Total Options/SAR s
      Granted to Employees in Financial Year | Exercise or Base Price($/Security) | Market Value of Securities Underlying
      Options/SARs on the Date of Grant ($/Security) | Expiration Date
|------------------------------------------------------------ | ------------------------------------------------ | --------------------------------------------------------------------- | ---------------------------------- | ------------------------------------------------------------------------------------------ | ---------------
|Patrick G. Downey  
      President & CEO                    | -                                                | -                                                                     | -                                  | -                                                                                          | -              
|Ronald K. Netolitzky  
      Chairman (Past President & CEO) | -                                                | -                                                                     | -                                  | -                                                                                          | -              
|John P. Fairchild 
      Chief Financial Officer             | 150,000                                          | 11.6                                                                  | 1.27                               | 1.27                                                                                       | Apr 2/09       

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

The following table sets forth details of all exercise of
  stock options during the most recently completed financial year by each of the
  Named Executive Officers, the number of unexercised options held by the Named
  Executive Officers and the financial year-end value of unexercised options on
  an aggregated basis.

|Name                                                         | Common Shares Acquired
      on Exercise(#) | Aggregate Value
      Realized ($) | Unexercised Options
      at Financial Year End(#)Exercisable/ 
      Unexercisable | Value(2) of Unexercised in-the-Money Options at Financial
      Year End ($) 
      Exercisable/Unexercisable
|------------------------------------------------------------ | ------------------------------------------- | ---------------------------------- | ----------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------
|Patrick G. Downey  
      President & CEO                    | -                                           | -                                  | 400,000/0                                                                           | 500,000/0                                                                                                    
|Ronald K. Netolitzky  
      Chairman (Past President & CEO) | 100,000                                     | 58,000 (1)                         | 300,000/0                                                                           | 413,000/0                                                                                                    
|John P. Fairchild  
      Chief Financial Officer            | -                                           | -                                  | 150,000/0                                                                           | 184,500/0                                                                                                    

| | (1) | Based on the difference between the market value
        of the securities underlying the options on the exercise date, July 30,
        2004, being $1.08 and the exercise price of the options being $0.50.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                              
| | (2) | Based on the difference between the option exercise
        price and the closing market price of the Company’s shares as at
        December 31, 2004 ($2.50) .                                             

Option Re-Pricings

There was no re-pricing of stock options under our stock option
  plan or otherwise during the most recently completed financial year.

Defined Benefit or Actuarial Plan Disclosure

The Company does not have a defined benefit or actuarial plan.

42

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Termination of Employment, Change in Responsibilities and
  Employment Contracts

The Company and its subsidiaries have no compensatory plan,
  contract or arrangement where a Named Executive Officer is entitled to receive
  more than $100,000 to compensate such executive officers in the event of
  resignation, retirement or other termination, a change of control of the Company
  or its subsidiaries or a change in responsibilities following a change in control
  except pursuant to agreements dated December 20, 2004, whereby, in the event
  of a change of control, Messrs. Downey and Netolitzky have the right to receive
  a sum equal to 24 months of their then existing monthly rate and Mr. Fairchild,
  a sum equal to 100 days of his then existing daily rate.

See “Executive Compensation - Summary Compensation Table”
  for more information on remuneration of Named Executive Officers.

The foregoing Report on Executive Compensation was prepared
  by the current Compensation Committee of the Company, comprised of W. David
  Black, Michael H. Halvorson and Robert V. Matthews.

Compensation of Directors

The Company does not have any arrangements, standard or otherwise,
  pursuant to which directors are compensated by the Company or its subsidiaries
  for their services in their capacity as directors, or for committee participation,
  involvement in special assignments or for services as consultants or expert
  during the most recently completed financial year or subsequently, up to and
  including the date of this information circular. The directors are reimbursed
  for actual expenses reasonably incurred in connection with the performance of
  their duties as directors.

The Company has a formalized stock option plan for the granting
  of incentive stock options to the officers, employees and directors. The purpose
  of granting options pursuant to the stock option plan is to assist the Company
  in compensating, attracting, retaining and motivating the officers, directors
  and employees of the Company and to closely align the personal interests of
  such persons to that of the shareholders.

The following table sets forth information concerning individual
  grants of options to purchase securities of the Company made during the most
  recently completed financial year to the Directors of the company (excluding
  the Named Executive Officers):

|Name of Director and Position as at Financial
      Year-End | Securities Under Options
      Granted(1) (#) | % of Total Options Granted to
      All Employees in the Financial Year | Exercise or Base Price(2)
      ($/Securities) | Market Value of Securities Underlying
      Options on the Date of Grant ($/Security) | Date of Grant | Expiration Date
|------------------------------------------------------------ | --------------------------------------------- | ----------------------------------------------------------------------- | ---------------------------------------------- | ------------------------------------------------------------------------------------- | ------------- | ---------------
|W. David Black  
      Director                              | 50,000                                        | 3.9                                                                     | 1.57                                           | 1.57                                                                                  | Sep 13/04     | Sep 13/09      
|Richard Colterjohn  
      Director                          | 200,000                                       | 15.4                                                                    | 2.25                                           | 2.25                                                                                  | Oct 21/04     | Oct 21/09      
|Eric Cunningham  
      Director                             | 50,000                                        | 3.9                                                                     | 1.57                                           | 1.57                                                                                  | Sep 13/04     | Sep 13/09      
|Michael Halvorson  
      Director                           | 50,000                                        | 3.9                                                                     | 1.57                                           | 1.57                                                                                  | Sep 13/04     | Sep 13/09      
|Robert Matthews  
      Director                             | 50,000                                        | 3.9                                                                     | 1.57                                           | 1.57                                                                                  | Sep 13/04     | Sep 13/09      

| | (1) | The options are subject to regulatory and shareholder approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | The exercise price of stock options is determined
        by the Board of Directors in accordance with the Company’s Stock
        Option Plan. The exercise price shall be no less than the Market Price
        prevailing on the date the option is granted less applicable discount,
        if any, permitted by the policies of the TSX-V and approved by the Board.
        Market price means the last closing price per share on the trading day
        immediately preceding the day on which the Company announces the grant
        of the option or, if the grant is not announced, on the grant date.

43

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The following stock options were outstanding to all directors of the Company
  at the most recently completed financial year:

|Date Granted       | Number of Shares Under Option | Exercise Price Per Share | Expiry Date       
|------------------ | ----------------------------- | ------------------------ | ------------------
|September 12, 2003 | 300,000                       | 0.50                     | September 12, 2008
|October 7, 2003    | 200,000                       | 1.06                     | October 7, 2008   
|December 3, 2003   | 700,000                       | 1.25                     | December 3, 2008  
|September 13, 2004 | 200,000                       | 1.57                     | September 13, 2009
|October 21, 2004   | 200,000                       | 2.25                     | October 21, 2009  

On January 31, 2005, the directors were granted an aggregate
  450,000 stock options at $2.46 expiring January 31, 2010.

ITEM 6C.     BOARD PRACTICES

Directors, Officers and Term of Office

The term of office of directors and executive officers is
  one year. The directors are elected annually at the Company’s Annual General
  Meeting and subsequent to their election, they appoint the executive officers
  for the ensuing year. The Company’s most recent annual general meeting
  was held on April 29, 2004. This year’s meeting is scheduled for April
  22, 2005. See Item 6-A “Directors and Senior Management” for the
  current directors and officers and the length of time each has served.

Service Contracts with Directors

Other than as disclosed under Item 6-B, neither the Company
  nor any of its subsidiaries have any arrangement to provide benefits to directors
  upon termination of employment.

COMMITTEES OF OUR BOARD OF DIRECTORS

Our board of directors has established three committees, all
  of which have a majority of members who are outside directors. The committees
  are as follows:

|a) | The Compensation Committee is comprised of three
        directors, all of which are outside directors. The members are W. David
        Black, Michael H. Halvorson and Robert V. Matthews. This committee is
        responsible for reviewing and making recommendations to the Board regarding
        human resources matters, including management compensation policies and
        programs, succession plans and recruitment. A copy of the Compensation
        Committee Mandate is available on request from the Company.                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|b) | The Corporate Governance Committee is comprised of
        three directors, two of which are outside directors. The members are W.
        David Black, Eric Cunningham and Ronald K. Netolitzky. This committee
        is responsible for monitoring the quality and effectiveness of the governance
        system and ensuring effective communication and reporting to shareholders.
        A copy of the Corporate Governance Committee Mandate is available on request
        from the Company. The Company’s Statement of Corporate Governance
        Practices is included in its 2005 information circular dated March 21,
        2005, which is incorporated by reference hereto.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|c) | The Audit Committee is comprised of three members,
        none of whom are officers or employees. The current members are W. David
        Black, Michael H. Halvorson and Robert V. Matthews, all of whom are financially
        literate.                                                                                                                                                                                                                                                                                                                                                                                                                                                   

The purpose of the Audit Committee is to assist the Board
  in fulfilling its oversight responsibilities by reviewing the financial information
  which will be provided to the shareholders and others, the systems of corporate
  controls which management and the Board have established and the audit process.
  The mandate and charter of the Audit Committee is also included in the Company’s
  2005 information circular dated March 21, 2005.

Compensation Committee

During the most recently completed financial year, the Compensation
  Committee was composed of Patrick G. Downey, President and C.E.O., and W. David
  Black and Michael H. Halvorson, of which the latter two are independent outside
  directors. On January 2, 2005, Mr. Downey was replaced by Robert V. Matthews,
  an independent outside director.

44

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The compensation of the Company’s executive officers
  is determined by the Compensation Committee. Interested executives do not participate
  in decisions of the Compensation Committee regarding their remuneration.

In establishing levels of remuneration and in granting stock
  options, the executive’s performance, level of expertise, responsibilities,
  length of service to the Company and comparable levels of remuneration paid
  to executives of other companies of comparable size and development within the
  industry are taken into consideration.

The general compensation philosophy of the Company for executive
  officers is to provide a level of compensation that is competitive within the
  North American marketplace and that will attract and retain individuals with
  the experience and qualifications necessary for the Company to be successful,
  and to provide long-term incentive compensation which aligns the interest of
  executives with those of shareholders and provide long-term incentives to members
  of senior management whose actions have a direct and identifiable impact on
  the performance of the Company and who have had a material responsibility for
  long-range strategy development and implementation.

The Company’s stock option plan is administered by the
  Compensation Committee. The stock option plan is designed to give each option
  holder an interest in preserving and maximizing shareholder value in the longer
  term, to enable the Company to attract and retain individuals with experience
  and ability, and to reward individuals for current performance and expected
  future performance. Stock option grants are considered when reviewing executive
  officer compensation packages as a whole.

ITEM 6D.     EMPLOYEES

During fiscal years ended December 31, 2003 and June 30, 2003,
  the Company had no employees. Up to February 14, 2004, the Company paid $5,000
  per month to a company which is related by virtue of common directors and officers
  for the provision of administration and corporate services and office space.
  At December 31, 2004, the Company had two employees at its head office in Vancouver
  and 18 in Argentina. Consulting services arrangements have been made with each
  of the Company’s four officers, two of which are also directors of the
  Company. See subsection 6.B “Compensation” for additional information.

ITEM 6E.     SHARE OWNERSHIP

The following table sets out the share ownership as at March
  21, 2005 of those persons listed in subsection 6.B above and includes the details
  of all options or warrants to purchase shares of the Company held by such persons:

|                        | Number of   | Number of     | Beneficial    |          |            
|----------------------- | ----------- | ------------- | ------------- | -------- | -----------
|                        | Common      | Options or    | Percentage    | Exercise |            
|Name                    | Shares Held | Warrants Held | Ownership (1) | Price    | Expiry Date
|Patrick G. Downey       | 679,326     | 350,000       | 3.2%          | $1.25    | Dec 3/08   
|President & CEO         |             | 100,000       |               | $2.46    | Jan 31/10  
|Ronald K. Netolitzky    | 1,413,987   | 100,000       | 4.8%          | $1.06    | Oct 7/08   
|Chairman (Past          |             | 100,000       |               | $1.25    | Dec 3/08   
|President & CEO)        |             | 100,000       |               | $2.46    | Jan 31/10  
|John P. Fairchild       | Nil         | 150,000       | 0.6%          | $1.27    | Apr 2/09   
|Chief Financial Officer |             | 50,000        |               | $2.46    | Jan 31/10  

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Beneficial ownership is determined in accordance
        with the rules of the Securities and Exchange Commission. In computing
        the number of shares owned by a person and the percentage ownership of
        that person, common shares subject to options and warrants held by that
        person that are currently exercisable or exercisable within 60 days of
        March 21, 2005, are deemed outstanding. Such shares, however, are not
        deemed outstanding for the purposes of computing the percentage ownership
        of any other person. This table has been prepared based on 35,620,308
        common shares outstanding as of March 21, 2005.

45

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Stock Option Plan

We adopted our current stock option plan (“Stock Option
  Plan”) in September 2003. The purpose of the Stock Option Plan is to allow
  the Company to grant options to directors, officers, employees and consultants,
  as additional compensation, and as an opportunity to participate in the success
  of the Company. The granting of such options is intended to align the interests
  of such persons with that of the shareholders. Options will be exercisable over
  periods of up to five years as determined by the Board of Directors of the Company
  and are required to have an exercise price no less than the Market Price prevailing
  on the date the option is granted less applicable discount, if any, permitted
  by the policies of the Exchanges and approved by the Board. Market Price means
  the last closing price per share on the trading day immediately preceding the
  day on which the Company announces the grant of the option or, if the grant
  is not announced, on the Grant Date. Pursuant to the Stock Option Plan, the
  Board of Directors may from time to time authorize the issue of options to directors,
  officers, employees and consultants of the Company and its subsidiaries or employees
  of companies providing management or consulting services to the Company or its
  subsidiaries. The number of common shares which may be reserved for issuance
  to insiders of the Company may not exceed 10% of the outstanding common shares
  of the Company; the number of common shares which may be issued to insiders
  of the Company, within a one year period, may not exceed 10% of the outstanding
  common shares of the Company; and the number of common shares which may be issued
  to any one insider of the Company or to such insider’s associates, within
  a one year period, may not exceed 5% of the outstanding common shares of the
  Company. The Stock Option Plan does not contain any vesting requirements, but
  permits the Board of Directors to specify a vesting schedule in its discretion.
  The Stock Option Plan was approved by shareholders at the annual general meeting
  held on April 29, 2004.

As at March 21, 2005, options to acquire an aggregate of 3,200,000
  common shares of the Company were outstanding under the Stock Option Plan.

At the Annual General Meeting to be held on April 22, 2005,
  the Company will be seeking shareholder approval to:

|(a) | Amend its Stock Option Plan and rename to “Stock Option and Share
      Compensation Plan” to include the granting of bonus shares. These
      would be issued to eligible persons, excluding directors, to a maximum of
      50,000 in the aggregate annually, in consideration of the fair value of
      the extraordinary contribution to the Company by the recipient as determined
      by the Board, in its absolute discretion, and would be issued at a deemed
      price determined by the Board at the time of issuance of such bonus shares,
      but such price shall not be less than the Market Price.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) | Adopt a new stock option plan (the “Proposed Plan”) which
      is consistent with the policies of and will take effect only upon and in
      the event of listing of the Company’s shares on the TSX. The Company
      will issue a press release announcing the implementation of the Proposed
      Plan if it becomes listed on the TSX. Details of the Proposed Plan can be
      found in the Company’s information circular dated March 21, 2005,
      which is attached as Exhibit 4.5 hereto.                                                                                                                 

ITEM 7.     MAJOR SHAREHOLDERS
  AND RELATED PARTY TRANSACTIONS

ITEM 7A.     MAJOR SHAREHOLDERS

To the best of the knowledge of the directors and senior officers
  of the Company, the following are the shareholders of the Company that beneficially
  own, directly or indirectly, or exercise control over, shares carrying more
  than 5% of the outstanding voting rights attached to the Company's common shares
  as at March 21, 2005:

|Name(1)    | Number of Common Shares Held | Percentage of Common Shares Outstanding(2)
|---------- | ---------------------------- | ------------------------------------------
|CDS & Co.  | 27,126,853                   | 76.2%                                     
|CEDE & Co. | 2,653,200                    | 7.5%                                      

(1) Based on the records of the Company’s registrar and transfer
  agent, Computershare Trust Company of Canada.(2) The number of shares outstanding as at March 21, 2005 was 35,620,308.

46

---

The Company’s major shareholders do not have different voting rights.

As of March 21, 2005, the Company's directors and senior officers,
  as a group, beneficially held a total of 5,715,779 common shares (including
  stock options and warrants), directly or indirectly, representing 16% of the
  Company's issued Common shares.

To the best knowledge of the Company, it is not directly or
  indirectly controlled by another corporation, a foreign government or by any
  other natural or legal persons severally or jointly.

As at March 21, 2005, there were 35,620,308 common shares
  of the Company issued and outstanding. Based on the records of the Company’s
  registrar and transfer agent, Computershare Trust Company of Canada, as at such
  date there were 80 registered holders resident in the United States, holding
  an aggregate of 3,032,715 common shares which represent approximately 8.5% of
  the total issued and outstanding.

ITEM 7B.     RELATED PARTY TRANSACTIONS

Except as disclosed below, we have not since January 1, 2004,
  being the beginning of our most recently completed fiscal year, entered into
  or made, and does not propose to enter into or make:

|(1)                                                                         | any transaction with a related
        party which is either material to us or the related party;                                                             
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                            |                                                                                                                                                               
|(2)                                                                         | any transaction with a related
        party which is unusual in its nature or conditions, involving goods, services
        or tangible or intangible assets;
|                                                                            |                                                                                                                                                               
|(3)                                                                         | any loans or guarantees directly
        by us or through any of our subsidiaries to or for the benefit of any
        related party.                         
|                                                                            |                                                                                                                                                               
|For the purposes of this Item
        7.B, the following definitions apply:
|                                                                            |                                                                                                                                                               
|                                                                            | (a)                                                                                                                                                           
|                                                                            |                                                                                                                                                               
|                                                                            | (b)                                                                                                                                                           
|                                                                            |                                                                                                                                                               
|                                                                            |                                                                                                                                                               
|                                                                            |                                                                                                                                                               
|                                                                            |                                                                                                                                                               
|                                                                            |                                                                                                                                                               
|                                                                            |                                                                                                                                                               
|                                                                            |                                                                                                                                                               
|                                                                            |                                                                                                                                                               
|                                                                            |                                                                                                                                                               
|                                                                            |                                                                                                                                                               
|                                                                            |                                                                                                                                                               
|                                                                            | (c)                                                                                                                                                           

47

---

No related party has had any material interest, direct or
  indirect, in any transaction since commencement of the Company’s last
  completed financial year to the latest practicable date as indicated, except
  as follows:

|(a) | From June 2003 to February 2004, Quest Capital Corp.
        provided operating space and administrative services to the Company at
        a cost of $5,000 per month, plus direct costs. Messrs. R. Netolitzky
        and M. Halvorson were directors of both companies at the time and Mr.
        D. Black continues to serve as a director of both.                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b) | During the six months ended December 31, 2003, the
        Company paid a total $59,500 for management services to two companies,
        each of which has a common director with the Company.During the six months
        ended December 31, 2003, stock options were granted to certain directors/officers/
        employees for a total 1,600,000 common shares having a recorded fair value
        of $1,627,680.     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c) | During the twelve months ended December 31, 2004, stock
        options were granted to certain directors/officers/employees for a total
        778,000 common shares having a recorded fair value of $748,421.                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|(d) | During the twelve months ended December 31, 2004, the
        Company had monthly consulting services arrangements with each of its
        four officers, two of which are also directors of the Company. Cash paid
        or payable pursuant to these arrangements was $175,000, $112,027,
        $112,000 and $102,650, an aggregate of $501,677. The arrangement
        with one of the officers began March 15, 2004.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|(e) | In connection with the private placement which closed
        on December 6, 2004, the independent directors of the Company approved
        the participation of one director for the purchase of 150,000 units on
        the same terms as arm’s length investors. The director who participated
        did not vote in respect to the private placement.                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|(f) | At March 21, 2005, the directors and officers held
        shares and stock options in the Company as follows:                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                               

|Name and position                                   | Number of common shares beneficially owned or, directly
      or indirectly controlled                            
|--------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------
|W. David Black  
      Director                     | 210,720 common shares and options to acquire 250,000 common
      shares                                          
|Richard M. Colterjohn 
      Director               | 150,000 common shares, options to acquire 250,000 common
      shares and warrants to acquire 75,000 common shares
|Eric Cunningham  
      Director                    | 230,840 common shares and options to acquire 150,000 common
      shares                                          
|Patrick G. Downey  
      President, CEO & Director | 679,326 common shares and options to acquire 450,000 common
      shares                                          
|John P. Fairchild  
      Chief Financial Officer   | Nil common shares and options to acquire 200,000 common shares                                                    
|Michael H. Halvorson  
      Director               | 521,906 common shares and options to acquire 250,000 common
      shares                                          
|Michele A. Jones  
      Corporate Secretary        | Nil common shares and options to acquire 200,000 common shares                                                    
|Robert V. Matthews  
      Director                 | 234,000 common shares and options to acquire 150,000 common
      shares                                          
|Ronald K. Netolitzky  
      Chairman & Director    | 1,413,987 common shares and options to acquire 300,000                                                            

ITEM 7C.     INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

48

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ITEM 8.     FINANCIAL INFORMATION

ITEM 8A.     CONSOLIDATED STATEMENTS
  AND OTHER FINANCIAL INFORMATION

Financial Statements

The financial statements required as part of this Annual Report
  are filed under Item 17 of this Annual Report.

Legal and Arbitration Proceedings

The Company is not involved in any legal or arbitration proceedings.

Dividends

The Company has not paid any dividends on any of its shares
  since incorporation. The Company does not presently have any intention of paying
  dividends. Its future dividend policy will be determined by its Board of Directors
  on the basis of earnings, financial requirements and other relevant factors.

ITEM 8B.     SIGNIFICANT CHANGES

The following are the significant changes since the end of
  the fiscal year ended December 31, 2004:

|- | In January 2005, AMEC, an international consulting firm completed a Preliminary
      Economic Assessment on the main zone of mineralization of the Gualcamayo
      property which provided the Company with direction for future exploration.                                                                                                                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | In January 2005, stock options for a total 827,000 common shares were
      granted, subject to shareholder and regulatory approvals, at an exercise
      price of $2.46 per share until January 31, 2010 of which options for
      597,000 common shares were granted to certain directors, officers and employees
      and options for 230,000 common shares were granted to other consultants.
      Three options for a total of 150,000 common shares are subject to vesting.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | In January and February 2005, a total 250,000 shares were issued for proceeds
      of $218,500 upon exercise of stock options by three directors.                                                                                                                                                                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | In February 2005, the Company entered into a contract with AMEC to carry
      out additional engineering studies.                                                                                                                                                                                                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | In tandem with these studies, the Company is negotiating a contract with
      a second international consulting firm to define and coordinate Environmental
      Impact Statement work in order that required environmental, construction
      and mining permits can be obtained as needed.                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | In February 2005, a stock option for 30,000 common shares was granted,
      subject to shareholder and regulatory approvals, to a consultant at an exercise
      price of $2.52 per share until February 24, 2010, subject to vesting.                                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | In January and February 2005, the second phase of drilling continues on
      the Gualcamayo property.                                                                                                                                                                                                                                                                                                                                                                               

ITEM 9.     THE OFFER AND LISTING

ITEM 9A.     OFFER AND LISTING
  DETAILS

The Company was incorporated on March 31, 2003 and its shares
  were listed for trading on the TSX-V on November 14, 2003 under the symbol “VYE”.
  The following table sets forth the high and low market prices, in Canadian dollars,
  of the Company’s common shares during the periods indicated.

49

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|                                          |   | High |   | Low  | 
|----------------------------------------- | - | ---- | - | ---- | 
|Last six months:                          |   |      |   |      | 
|March 1-21                                | $ | 3.20 | $ | 2.65 | 
|February
      2005                       | $ | 2.70 | $ | 2.24 | 
|January 2005                              | $ | 2.80 | $ | 2.30 | 
|December
      2004                       | $ | 2.69 | $ | 2.15 | 
|November 2004                             | $ | 2.69 | $ | 2.08 | 
|October
      2004                        | $ | 2.39 | $ | 1.72 | 
|September 2004                            | $ | 1.80 | $ | 1.20 | 
|                                          |   |      |   |      | 
|Last two full financial years by quarter: |   |      |   |      | 
|Fourth
      quarter 2004                 | $ | 2.69 | $ | 1.72 | 
|Third quarter 2004                        | $ | 1.80 | $ | 0.91 | 
|Second
      quarter 2004                 | $ | 1.39 | $ | 0.85 | 
|First quarter 2004                        | $ | 1.55 | $ | 1.02 | 
|Fourth
      quarter 2003                 | $ | 1.41 | $ | 0.90 | 
|                                         
|Last two full financial years:            |   |      |   |      | 
|2004                                      | $ | 2.69 | $ | 0.85 | 
|2003                                      | $ | 1.41 | $ | 0.90 | 

The closing price of the Company’s common shares on
  the TSX-V on March 21, 2005 was $2.90.

As a result of the Trillion Arrangement which closed on December
  2, 2003, the Company acquired all of the common shares of Trillion and merged
  Trillion with Oro Belle to continue under the name Oro Belle. Prior to the completion
  of the Trillion Arrangement, Trillion's common shares were registered pursuant
  to Section 12(g) of the Exchange Act and were quoted Over the Counter (“OTC”)
  under the symbol “TLNOF”. As a result of the exchange of the Company’s
  common shares for Trillion common shares, the Company’s common shares
  were deemed registered under the Exchange Act by application of Rule 12g-3(a)
  of the Exchange Act. The Company is the successor issuer to Trillion in this
  transaction and is quoted on the OTC under the symbol “VCRYF”.

Since completion of the Trillion Arrangement in December 2003,
  the high and low sale prices (in US dollars) for the common shares of the Company
  on the OTC for the periods indicated are as follows

|                                          |   | High  |   | Low   | 
|----------------------------------------- | - | ----- | - | ----- | 
|Last six months:                          |   |       |   |       | 
|March 1-21                                | $ | 2.63  | $ | 2.12  | 
|February 2005                             | $ | 2.20  | $ | 1.83  | 
|January 2005                              | $ | 2.309 | $ | 1.874 | 
|December 2004                             | $ | 2.11  | $ | 1.70  | 
|November 2004                             | $ | 2.26  | $ | 1.75  | 
|October 2004                              | $ | 1.895 | $ | 1.40  | 
|September 2004                            | $ | 1.395 | $ | 0.95  | 
|                                          |   |       |   |       | 
|Last two full financial years by quarter: |   |       |   |       | 
|Fourth quarter
      2004                 | $ | 2.26  | $ | 1.40  | 
|Third quarter 2004                        | $ | 1.395 | $ | 0.70  | 
|Second quarter
      2004                 | $ | 1.04  | $ | 0.60  | 
|First quarter 2004                        | $ | 1.147 | $ | 0.80  | 
|Fourth quarter
      2003                 | $ | 1.08  | $ | 0.76  | 
|                                          |   |       |   |       | 
|Last two full financial years:            |   |       |   |       | 
|2004                                      | $ | 2.26  | $ | 0.60  | 
|2003                                      | $ | 1.08  | $ | 0.76  | 

The closing price of the Company’s common shares on the OTC on March
  21, 2005 was US$2.275

50

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ITEM 9B.     PLAN OF DISTRIBUTION

Not applicable.

ITEM 9C.     MARKETS

The Company’s common shares have traded on the TSX-V since November
  14, 2003 and, as a result of the Trillion Arrangement, have been quoted on the
  OTC since December 2, 2003.

ITEM 9D.     SELLING STOCKHOLDERS

Not applicable.

ITEM 9E.     DILUTION

Not applicable.

ITEM 9F.     EXPENSES OF THE ISSUE

Not applicable.

ITEM 10.     ADDITIONAL INFORMATION

ITEM 10A.     SHARE CAPITAL

Not applicable.

ITEM 10B.     MEMORANDUM AND ARTICLES OF ASSOCIATION

Incorporation

The Company was incorporated on March 31, 2003 pursuant to
  the Company Act (now the Business Corporations Act) and registered with the
  Registrar of Companies for British Columbia under incorporation number 666937.

With the adoption of the Business Corporations Act in March
  2004, the Company took steps to bring its charter documents into conformity
  with the Business Corporations Act and to that end filed its Notice of Articles,
  which replaced the Company's "Memorandum", with the Registrar of Companies (British
  Columbia).

The Company received shareholder approval on April 29, 2004
  of certain amendments to its Notice of Articles (the "Altered Notice of Articles").
  In addition, the Company received shareholder approval of a new form of Articles
  (the "New Articles") with a view to updating its charter documents to bring
  them into line with the Business Corporations Act and incorporating some of
  the new provisions of the Business Corporations Act as well as approval of certain
  changes to its share capital. Specifically, shareholders approved the following
  changes:

|1. | in order to pass a special resolution, a two-thirds
        majority of those votes cast is allowed instead of three-quarters as required
        under the Company Act;                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | increase in the Company’s authorized capital
        from 300,000,000 shares divided into (i) 100,000,000 first preferred shares
        without par value; (ii) 100,000,000 second preferred shares without par
        value; and (iii) 100,000,000 common shares without par value to an unlimited
        number of common shares, an unlimited number of first preferred shares
        and an unlimited number of second preferred shares all without par value;
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | incorporation of new terminology used in the Business
        Corporations Act, including changing references to  “shareholder(s)”
        from “member(s)” and to the “Business Corporations
        Act”from the “Company Act”;                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | deletion or amendment of certain provisions which
        are inconsistent with the Business Corporations Act;                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | deletion of the requirement for pro rata purchase
        of shares;                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | changing the quorum for shareholders’ meetings
        from two shareholders to one shareholder present in person or represented
        by proxy;                                                                                                                                                                                                                                                                                                                    

51

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|7.  | the chairman of a shareholders’ meeting has
        a second or casting vote in the event of a tie;                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|8.  | requiring annual general meetings to be held each
        calendar year and not more than fifteen months (was thirteen months under
        the Company Act) after the holding of the last preceding annual general
        meeting;
|   
|9.  | allowing shareholder meetings to be held outside
        British Columbia, if the location is approved by directors’ resolutions;                                                                                                   
|   
|10. | allowing the directors to approve a change of name
        of the Company without the necessity for shareholder approval; and                                                                                                       
|   
|11. | the directors shall cause the Company to indemnify
        officers on the same basis upon which directors are required to be indemnified.                                                                                          

ITEM 10C.     MATERIAL CONTRACTS

The Company has entered into the following material contracts,
  other than contracts entered into in the ordinary course of business, in the
  past two years:

|1. | Purchase Agreement entered into among Trillion,
        Trillion Resources (Guernsey) Limited (“Guernsey”) and Great
        Lakes Minerals (Private) Limited (“Great Lakes”) dated June
        23, 2003, and the Amendment thereto dated July 2, 2003, whereby Great
        Lakes purchases 100% of the shares of Guernsey, a wholly-owned subsidiary
        of Trillion, thereby acquiring all of Guernsey’s assets, including
        the exploration properties in Zimbabwe, subject to Trillion (now Oro Belle)
        retaining a 30% carried interest for expenditures up to US$300,000
        in certain of the properties.                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Viceroy Arrangement Agreement dated May 15, 2003
        among Viceroy Resource, Quest Investment Corporation, the Company, et
        al., whereby the Company participated in a reorganization and exchange
        of shares which resulted in the acquisition of Oro Belle;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|3. | Trillion Arrangement Agreement dated July 12, 2003
        among the Company, Trillion and Oro Belle whereby Trillion merged with
        Oro Belle (to continue under the name Oro Belle) and the Company acquired
        all the shares of Trillion at an exchange rate of one (1) of the Company’s
        shares for each 0.70 Trillion share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|4. | Subscription agreements dated July 28, 2003 pursuant
        to the private placement of 4,200,000 units at $0.50 per unit for
        total gross proceeds of $2,100,000. Each unit consisted of one common
        share and one warrant entitling the holder to purchase one additional
        share for a period of three years at a price of $0.60. In addition,
        brokers involved in the private placement received aggregate commission
        of $102,300 and warrants to purchase an additional 350,000 common
        shares at an exercise price of $0.60 for one year. All warrants relating
        to this private placement have been exercised.                                                                                                                                                                                                                                                         
|  
|5. | Option Agreement dated July 26, 2004 among Deprominsa,
        MASA and the Company whereby Deprominsa may earn a one-time 75% interest
        in the Las Flechas property of the Company by making expenditures aggregating
        US$4.5 million over 5 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|6. | Underwriting Agreement dated for reference November
        16, 2004 among Canaccord Capital Corporation, Pacific International Securities
        Inc., Haywood Securities Inc. (collectively, the “Underwriters”)
        and the Company whereby the Company completed the brokered private placement
        of 5,604,650 units for gross proceeds of $12,330,230.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   | Each unit consisted of one common share at a price
        of $2.20 and one half of one transferable purchase warrant. Each whole
        warrant entitles the holder to acquire one common share at a price of
        $2.75 until December 6, 2006. The directors of the Company approved
        the participation by one director of the Company in the private placement
        for the purchase of 150,000 units on the same terms as arm's length investors.
        The director who so participated did not vote on the resolution to approve
        the private placement. In consideration for the services of the Underwriters,
        the Underwriters received a cash commission of $780,015 and 354,552
        non-transferable brokers warrants entitling the Underwriters to purchase
        up to 354,552 common shares of the Company until December 6, 2006 at a
        price of 2.75 per common share.

These material contracts are discussed in greater detail under
  Item 4 of this Annual Report on Form 20-F.

52

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ITEM 10D.     EXCHANGE CONTROLS

There are no governmental laws, decrees or regulations in
  Canada relating to restrictions on the import of capital affecting the remittance
  of interest, dividends or other payments to non-resident holders of our shares.
  Any such remittances to United States residents, however, are subject to a 5%
  to 15% withholding tax pursuant to Article X of the reciprocal tax treaty between
  Canada and the United States. See “Taxation” below.

ITEM 10E.     TAXATION

Canadian Federal Income Tax Consequences

The following is a general summary of all material Canadian
  federal income tax considerations generally applicable to a holder of the Company’s
  common shares who is not a resident of Canada for the purposes of the Income
  Tax Act (Canada) (the “Act”). The discussion does not address
  individual consequences to persons subject to special provisions of federal
  income tax law.

The summary is based on the current provisions of the Act
  and the regulations thereunder and the Company’s understanding of the
  current administrative practices published by, and press announcements released
  by Canada Customs and Revenue Agency and the Department of Finance. This summary
  takes into account proposals to amend the Act announced prior to the date hereof
  (although no assurances can be given that such changes will be enacted in the
  form presented or at all), but does not otherwise take into account or anticipate
  any other changes in law, whether by judicial, governmental or legislative action
  or decision nor does it take into account any provincial, territorial, local
  or foreign tax considerations. Accordingly, holders and prospective holders
  of the Company’s shares are urged to consult their own tax advisors about
  the federal, provincial, territorial, local and foreign tax consequences of
  purchasing, owning and disposing of such shares.

The Act provides in subsection 212(2) that dividends and other
  distributions which are deemed to be dividends and which are paid or credited
  or are deemed to be paid or credited by a Canadian resident company to a non-resident
  of Canada shall be subject to non-resident withholding tax equal to 25 percent
  of the gross amount of the dividend or deemed dividend.

Subsections 2(3) and 115(1) of the Act provide that a non-resident
  person is subject to tax in Canada at the rates generally applicable to residents
  of Canada on any “taxable capital gain” arising on the disposition
  of the shares of a company which are listed on a prescribed stock exchange if
  such non-resident, together with persons with whom he does not deal at arm’s
  length, owned 25 percent or more of the issued shares of any class of the capital
  stock of the Company at any time in the five years immediately preceding the
  date of disposition of the shares. Subsections 2(3) and 115(1) also provide
  that a non-resident person is subject to tax in Canada on taxable capital gains
  arising on the disposition of shares that constitute capital property used in
  carrying on a business in Canada. The taxable portion of a capital gain is equal
  to one-half of the amount by which the proceeds of disposition of such shares,
  net of any reasonable costs associated with the disposition, exceeds the adjusted
  cost base to the holder of the shares.

Provisions in the Act relating to dividend and deemed dividend
  payments and gains realized by non-residents of Canada who are residents of
  the United States are subject to the Canada-United States Income Tax Convention
  (1980), as amended (the “1980 Convention”).

Article X of the 1980 Convention provides that for 1997 and
  subsequent taxation years pursuant to the Third Protocol to the 1980 Convention
  the rate of Canadian non-resident withholding tax on dividends paid to a U.S.
  company that beneficially owns at least 10% of the voting stock of the Company
  shall not exceed 5% of the dividends. Otherwise, and except in the case of dividends
  received by a resident of the United States who carries on business in Canada
  through a Canadian permanent establishment and the shares in respect of which
  the dividends are paid are effectively connected with that permanent establishment,
  the rate of non-resident withholding shall not exceed 15 percent of the dividend.
  Where the dividends are received by a United States person carrying on business
  in Canada through a Canadian permanent establishment and the shares in respect
  of which the dividends are paid are effectively connected with that permanent
  establishment the dividends are generally subject to Canadian tax as business
  profits, generally without limitation under the 1980 Convention.

Article XXI of the 1980 Convention generally exempts from
  Canadian income tax, dividends paid to a religious, scientific, literary, educational
  or charitable organization or to an organization constituted and operated exclusively
  to

53

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administer a pension, retirement or employee benefit fund
  or plan, if the organization is resident in the U.S. and exempt from income
  tax under the laws of the U.S.

Article XIII of the 1980 Convention provides that gains realized
  by a United States resident on the disposition of shares of a Canadian company
  may not generally be taxed in Canada unless the value of those shares is derived
  principally from real property situated in Canada (including the right to explore
  for or exploit natural resources and rights to amounts computed by reference
  to production) or the shares form part of the business property of a permanent
  establishment or pertained to a fixed base used for the purpose of performing
  independent personal services which the United States shareholder has or had
  in Canada within the 12 month period preceding the date of disposition. Canada
  also retains the right to tax gains on property owned at the time of departure
  from Canada if it is sold by a person who was resident in Canada for 120 months
  in any 20 consecutive years preceding the sale and who was a resident in Canada
  at any time in the 10 years preceding sale.

Notwithstanding the potential exemption from Canadian tax
  provided under the 1980 Convention, where a nonresident of Canada disposes of
  common shares of the Company that are “taxable Canadian property”,
  the nonresident is required to file a Canadian income tax return in respect
  of any such dispositions. If the common shares are taxable Canadian property
  to a shareholder, the shareholder will be required to apply to the federal Canadian
  tax authorities for a clearance certificate upon a disposition of the common
  shares.

If a common share of the Company is disposed of by the shareholder
  to the Company other than in the open market in the manner in which shares would
  normally be purchased by the public, the proceeds of disposition will, in general
  terms, be limited to the paid-up capital of the share and the balance of the
  price paid will be deemed to be a dividend. The amount of such dividend will
  be subject to Canadian withholding tax as previously described.

United States Federal Income Tax Consequences

The following is a general discussion of all material United
  States federal income tax consequences, under current law, generally applicable
  to a U.S. Holder (as hereinafter defined) of common shares of the Company. This
  discussion does not address individual consequences 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 “Canadian Federal
  Tax Consequences).

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. This discussion does not consider the potential
  effects, both adverse and beneficial, of any recently proposed legislation which,
  if enacted, could be applied, possibly on a retroactive basis, at any time.
  This discussion is for general information only and it is not intended to be,
  nor should it be construed to be, legal or tax advise to any holder or prospective
  holder of common shares of the Company and no opinion or representation with
  respect to the United States federal income tax consequences to any such holder
  or prospective holder is made. Accordingly, holders and prospective holders
  of common shares of the Company are urged to consult their own tax advisors
  about the federal, state, local, and foreign tax consequences of purchasing,
  owning and disposing of common shares of the Company.

U.S. Holders

As used herein, a “U.S. Holder” means a holder
  of common shares of the Company who is a citizen or individual resident of the
  United States, a corporation or partnership created or organized in or under
  the laws of the United States or of any political subdivision thereof or a trust
  whose income is taxable in the United States irrespective of source. 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, nonresident
  alien individuals or foreign corporations, persons or entities that have a “functional
  currency” other than the U.S. dollar, shareholders who hold common shares
  as part of a straddle, hedging or a conversion transaction, shareholders who
  acquired their common shares through the exercise of employee stock options
  or otherwise as compensation for services and U.S. Holders to whom the Company
  is a controlled foreign corporation or a foreign personal holding company. This
  summary is limited to U.S. Holders who own common shares as capital assets.
  This summary does not address the

54

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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

The Company has not distributed dividends to date. In such
  event, 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 dividends 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 corporation.

A U.S. Holder who is an U.S. resident individual may, under
  certain circumstances, be entitled to a reduced dividend tax rate of 15% on
  dividends received from the Company (unless the Company qualified in the tax
  year in which the dividends are paid or a preceding tax year as a “passive
  foreign investment company” to the U.S. holder, as defined below). Foreign
  corporations must meet various criteria in order for their dividends to qualify
  for the reduced tax rate which are beyond the scope of this discussion.

In the case of foreign currency received as a dividend that
  is not converted by the recipient into U.S. dollars on the date of receipt,
  a U.S. Holder will have a tax basis in the foreign currency equal to its U.S.
  dollar value on the date of receipt. Generally any gain or loss recognized upon
  a subsequent sale or other disposition of the foreign currency, including the
  exchange for U.S. dollars, will be ordinary income or loss. However, an individual
  whose realized gain does not exceed $200 will not recognize that gain, to
  the extent that there are no expenses associated with the transaction that meet
  the requirement for deductibility as a trade or business expense (other than
  travel expenses in connection with a business trip) or as an expense for the
  production of income.

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

U.S. information reporting requirements may apply with respect
  to the payment of dividends to U.S. Holders of the Company’s common shares.
  Under Treasury Regulations, a non-corporate holder may be subject to backup
  withholding at a 28% rate with respect to dividends when such holder (1) fails
  to furnish or certify a correct taxpayer identification number to the payor
  in the required manner, (2) is notified by the IRS that it has failed to report
  payments of interest or dividends properly or (3) fails, under certain circumstances,
  to certify that it has been notified by the IRS that it is subject to backup
  withholding for failure to report interest and dividend payments. Holders should
  consult their own tax advisors regarding the application of the U.S. information
  reporting and backup withholding rules. Amounts withheld as backup withholding
  may be credited against the U.S. holder’s U.S. federal income tax liability.
  Additionally, a U.S. Holder may obtain a refund of any excess amounts withheld
  under the backup withholding regime by filing the appropriate claim for refund
  with the IRS and furnishing any required information.

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

55

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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. 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 individual circumstances. However, pursuant to recently enacted
  legislation, for taxable years beginning after December 31, 2006, dividends
  paid on the common shares generally will be treated as “passive income”
  (or possibly “general income”). If, and for so long as, the Company
  is a United States-owned foreign corporation, dividends paid by the Company
  on the common shares may, subject to certain exceptions and elections, instead
  be treated for United States foreign tax credit purposes as partly foreign source
  “passive income” (or possibly “financial services income”)
  for taxable years beginning before January 1, 2007 or “passive income”
  (or possibly “general income”) for taxable years beginning after
  December 31, 2006 and partly United States-source income, in proportion to the
  earnings and profits of the Company in the year of such distributions allocable
  to foreign and United States sources, respectively. The Company will be treated
  as a United-States-owned foreign corporation if stock representing 50% or more
  of the voting power or value of the stock of the Company is held, directly or
  indirectly, by U.S. holders. No assurance can be given as to whether the Company
  is or will become a United States-owned foreign corporation.

Disposition of Common Shares of the Company

Subject to the discussion below pertaining to passive foreign
  investment companies, 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 who
  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 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 corporations (other than corporations 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:

Controlled Foreign Corporation

Under Section 951(a) of the Code, each “United States
  shareholder” of a “controlled foreign corporation” (“CFC”)
  must include in its gross income for U.S. federal income tax purposes its pro
  rata share of the CFC’s “subpart F income”, even if the subpart
  F income is not distributed. In addition, gain on the sale of stock in a CFC
  realized by a “United States shareholder” is treated as ordinary
  income to the extent of such shareholder’s proportionate share of the
  CFC’s undistributed earnings and profits accumulated during such shareholder’s
  holding period for the stock. Section 951(b) of the Code define a United States
  shareholder (“U.S. Shareholder”) as any U.S. corporation, citizen,
  resident or other U.S. person who owns (directly or through certain deemed ownership
  rules) 10% or more the total combined voting power of all classes of stock of
  a foreign corporation. In general, a foreign corporation is treated as a CFC
  only if such U.S. Shareholders collectively own more than 50% of the total combined
  voting power or total value of the corporation’s stock. Under these rules
  the Company does not expect to be a CFC. If the Company is treated as a CFC,
  the Company’s status as a CFC should have not adverse effect on any shareholder
  of the Company that is not a U.S. Shareholder.

56

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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 corporations.
  Section 1297 of the Code defines a PFIC as a corporation 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 makes an election, adjusted tax basis) of its assets
  that produce or are held for the production of “passive income”
  is 50% or more. Due to the lack of operating revenue, it is likely that the
  Company has been a PFIC in prior years and will continue to be a PFIC for its
  year ended December 31, 2004. 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 corporation during
  any year in which such corporation 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 corporation qualifies as both a PFIC and a
  “controlled foreign corporation” (as defined above) and a U.S. Holder
  owns, directly or indirectly, ten percent (10%) or more of the total combined
  voting power of classes of shares of such foreign corporation (See more detailed
  discussion at “Controlled Foreign Corporation” above).

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 their common
  shares of the Company (or deemed to be realized on the pledge of their 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 corporation, 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 below), 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 corporation, 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 “qualified electing
  fund” 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. 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.

If the Company no longer qualifies as a PFIC in a subsequent
  year, a timely QEF election will remain in effect, although not applicable,
  during those years that the Company is not a PFIC. Therefore, if the Company
  requalifies as a PFIC, the QEF election previously made is still valid, and
  the U.S. Holder is required to satisfy the requirements of that election. Furthermore,
  a QEF election remains in effect with respect to a U.S. Holder, although dormant,
  after a U.S. Holder disposes of its entire interest in the Company. Upon the
  U.S. Holder’s reacquisition of an interest in the Company, the QEF election
  will apply to the newly acquired stock of the Company.

57

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U.S. Holders who hold (actually or constructively) marketable
  stock of a foreign corporation 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 not be subject to the special
  taxation rules of Section 1291 described below for the taxable year for which
  the mark-to-market election is made. A U.S. Holder who makes such an election
  will include in income for the taxable year for which the election was made
  in an amount equal to the excess, if any, of the fair market value 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 Section 1291 interest on tax deferral rules discussed
  below with respect to Non-Electing U.S. Holders, over (B) the mark-to-market
  losses for shares that were allowed as deductions for prior tax years. U.S.
  Holder’s adjusted tax basis in the common shares of the Company will be
  increased to reflect the amount included or deducted as a result of a mark-to-market
  election. A mark-to-market election only applies to the taxable year in which
  the election was made. A separate election must be made by a U.S. Holder for
  each subsequent taxable year. U.S. Holders should consult their tax advisor
  regarding the manner and appropriateness of making such an election.

If a U.S. Holder does not make a timely QEF election or mark-to-market
  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
  common shares of the Company and (ii) certain “excess distributions”,
  as specifically defined, by the Company.

A Non-electing U.S. Holder generally would be required to
  pro rate all gains realized on the disposition of his common shares of the Company
  and all excess distributions over the entire holding period for the Company.
  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 corporation 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 common shares of the Company, then the Company
  will continue to be treated as a PFIC with respect to such 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 common
  shares had been sold on the last day of the last taxable year for which it was
  a PFIC.

Under Section 1291(f) of the Code, the IRS has issued proposed
  regulations that, subject to certain exceptions, would treat as taxable certain
  transfers of PFIC stock by Non-Electing U.S. Holders that are generally not
  otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations,
  and transfers at death. Generally, in such cases the basis of the Company common
  shares in the hands of the transferee and the basis of any property received
  in the exchange for those common shares would be increased by the amount of
  gain recognized. 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 of the transfer. In a transfer at death, for example, the transferee’s
  basis is equal to (i) the fair market value of the Electing U.S. Holder’s
  common shares, less (ii) the excess of the fair market value of the Electing
  U.S. Holder’s common shares reduced by the U.S. Holder’s adjusted
  basis in these common shares at death. 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 common
  shares of the Company 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.

58

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As a PFIC, each U.S. Holder will be required annually to file
  an IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company
  or Qualified Electing Fund) with such U.S. Holder’s timely filed income
  tax return (or directly with the IRS if the U.S. Holder is not required to file
  an income tax return). A U.S. Holder choosing to make a QEF election also must
  include with its income tax return a shareholder election statement and the
  PFIC annual information statement that the Company will provide. If the Company
  determines that it has become a PFIC, within two months after the end of each
  year the Company intends to supply the PFIC annual information statement necessary
  to make the QEF election for such year.

ITEM 10F.     DIVIDENDS AND
  PAYING AGENTS

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

ITEM 10G.     STATEMENT BY
  EXPERTS

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

ITEM 10H.     DOCUMENTS ON
  DISPLAY

All documents referred to in this Annual Report on Form 20-F
  are available for inspection at the head office of the Company, Suite 520, 700
  West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8, during normal
  office hours.

ITEM 10I.     SUBSIDIARY INFORMATION

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

ITEM 11.     QUANTITATIVE AND
  QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Transaction Risk and Currency Risk Management

Our cash equivalents are substantially invested in Canadian
  dollar Bankers Acceptances. Except for the interest rate exposure this presents,
  our operations do not employ financial instruments or derivatives which are
  market sensitive and we do not have financial market risks.

Exchange Rate Sensitivity

Our reporting currency is the Canadian dollar. In the normal
  course of business, we enter into transactions for the purchase of supplies
  and services denominated in US dollars and Argentine pesos in connection with
  the exploration of our Argentine mineral properties. In addition, we have cash
  and certain liabilities denominated in US dollars and Argentine pesos. While
  our policy is to maintain our cash in Canadian dollars and to convert when required
  to pay for expenses in Argentina, we are subject to foreign exchange risk from
  fluctuations in foreign exchange rates.

59

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Exchange Controls

At present, there are no exchange controls or other restrictions
  in Argentina or in the other countries that would prevent us from repatriating
  funds. However, there can be no assurance that this will continue to be the
  case in future.

Interest Rate Risk and Equity Price Risk

We are equity financed and do not have any debt which is subject
  to interest rate change risks. We invest cash in short term investments with
  the primary objective to be to preserve principal and to avoid depreciation
  due to interest rate fluctuations.

Commodity Price Risk

While the value of our resource properties can always be said
  to relate to the price of gold and the outlook for same, we do not have any
  operating mines and hence do not have any hedging or other commodity based risks
  respecting our operations. Declines in the price of gold may make it difficult
  for us to obtain equity financing to fund our exploration programs in the future.

ITEM 12.     DESCRIPTION OF
  SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13.     DEFAULT, DIVIDEND
  ARREARAGES AND DELINQUENCIES

There has not been a material default in the payment of principal,
  interest, a sinking or purchase fund installment, or any other material default
  relating to indebtedness of the Company or any if its significant subsidiaries.
  There are no payments of dividends by the Company in arrears, nor has there
  been any other material delinquency relating to any class of shares of the Company.

ITEM 14.     MATERIAL MODIFICATIONS
  TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.     CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with
  the participation of the Company’s management, including the chief executive
  officer and chief financial officer, of the effectiveness of the design and
  operation of the Company’s disclosure controls and procedures (as defined
  in Rule 13a-15 of the Exchange Act, as amended) as of the end of the period
  covered by the Annual Report on 20-F. Based on that evaluation, the Company’s
  management, including the chief executive officer and chief financial officer,
  concluded that the Company’s disclosure controls and procedures were effective
  as of the end of the period covered by this Annual Report to provide reasonable
  assurance that information required to be disclosed by the Company in the reports
  that it files or submits under the Exchange Act, as amended, is recorded, processed,
  summarized and reported with the time period specified in the U.S. Securities
  and Exchange Commission rules and forms.

The Company’s management, including the chief executive
  officer and chief financial officer, identified no change in the Company’s
  internal control over financial reporting that occurred during the Company’s
  fiscal year ended December 31, 2004, and that has materially affected, or is
  reasonably likely to materially affect, the Company’s internal control
  over financial reporting.

60

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The term “internal control over financial reporting”
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

|(1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that receipts
        and expenditures of the registrant are being made only in accordance with
        authorizations of management and directors of the registrant;and
|    |                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                         

ITEM 16.     RESERVED

ITEM 16A.     AUDIT COMMITTEE
  EXPERT

The Company’s board of directors has determined that
  Robert V. Matthews, Chairman of the Audit Committee, qualifies as an independent
  “audit committee financial expert” as defined by the rules of the
  SEC. Mr. Matthews is a Chartered Accountant. He is currently President of Sheppards
  Building Materials Inc., was previously a director of Viceroy Resource (now
  Quest) and Manager/Controller for MacMillan Bloedel from 1974 to 1993. Mr. Matthews
  has been a director of several joint venture companies and other associations
  and is CFO of two other public companies.

ITEM 16B.     CODE OF ETHICS

On March 25, 2004, the Company adopted its Code of Ethics
  which applies to all directors, officers, employees and consultants, including
  the President and Chief Executive Officer and the Chief Financial Officer. A
  copy of the Company’s Code of Ethics was provided as Exhibit 11 to the
  Annual Report dated and filed on June 28, 2004 and is available without charge
  to the public upon written request to the Corporate Secretary of the Company
  at Suite 520-700 West Pender Street, Vancouver, British Columbia, Canada, V6C
  1G8.

ITEM 16C.     PRINCIPAL ACCOUNTANT
  FEES AND SERVICES

Fees billed for each of the last two fiscal years:

|                             |                                                                                                                                                                                                                                                                                                                 | Twelve Months Ended December 31, 2004 | Six Months Ended December 31, 2003
|---------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------- | ----------------------------------
|(i)                          | Audit Fees  
      - re June 30, 2003                                                                                                                                                                                                                                                                           | -                                     | $14,000                           
|-
      re December 31, 2003 | $17,000                                                                                                                                                                                                                                                                                                         |                                      
|(ii)                         | Audit Related Fees                                                                                                                                                                                                                                                                                              | Nil                                   | Nil                               
|(iii)                        | Tax Fees – re tax planning for the corporate
      group                                                                                                                                                                                                                                                        | $12,807                               | Nil                               
|(iv)                         | All Other Fees:  
      re products, being attendance at SOX 404 bootcamp and a one year subscription
      to the organized electronic copy of various regulatory and professional
      standards released by various authoritative bodies in the US and Canada
      and compiled by PricewaterhouseCoopers. | $5,650                                | Nil                               

61

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To date, matters requiring pre-approval of the audit committee
  pursuant to paragraph (c)(7)(i) of Rule 2-01 of SEC Regulation S-X, of which
  there were three, were pre-approved by the chairman of the audit committee.
  Ratification of these has been received from by the full audit committee .

ITEM 16D.     EXEMPTIONS FROM
  THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable.

ITEM 16E.     PURCHASES OF
  EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Neither we nor any “affiliated purchaser”, as
  defined by Rule 10b-18(a)(3) of the Exchange Act , purchased any of our outstanding
  Class A shares, being the only class of our equity securities registered pursuant
  to Section 12 of the Exchange Act, during 2004.

PART III

ITEM 17.     FINANCIAL STATEMENTS

This Annual Report on Form 20-F includes the Company’s
  audited financial statements for the twelve months ended December 31, 2004,
  six months ended December 31, 2003 and the period from incorporation (March
  31, 2003) to June 30, 2003:

|Description                                                                                                                                                                                                                         | Page No.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|                                                                                                                                                                                                                                   
|Independent Auditors’ Report of PricewaterhouseCoopers
      LLP dated March 4, 2005                                                                                                                                                | 68      
|                                                                                                                                                                                                                                   
|Consolidated Balance Sheets as at December 31, 2004,
      December 31, 2003 and June 30, 2003                                                                                                                                      | 69      
|                                                                                                                                                                                                                                   
|Consolidated Statements of Operations
        and Deficit for the twelve months ended December 31, 2004, the six months
        ended December 31, 2003 and the period from incorporation (March 31, 2003)
        to June 30, 2003 | 70      
|                                                                                                                                                                                                                                   
|Consolidated Statements of Cash
        Flow for the twelve months ended December 31, 2004,the six months ended
        December 31, 2003 and the period from incorporation (March 31, 2003) to
        June 30, 2003               | 71      
|                                                                                                                                                                                                                                   
|Notes to Consolidated Financial Statements                                                                                                                                                                                          | 72      

The financial statements have been prepared in accordance with Canadian GAAP
  and are presented in Canadian dollars. The significant measurement differences
  between United States and Canadian GAAP are set forth in Note 12 of the annual
  financial statements.

ITEM 18.     FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to Item 17.

62

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ITEM 19.     EXHIBITS

The following exhibits are included in this Annual Report
  on Form 20-F:

|Exhibit Number | Description of Exhibit                                                                                                                                                                                                                                                                                                                | Note
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|              
|1.1            | Certificate of British Columbia, Registrar
        of Companies as to the incorporation of Viceroy Exploration Ltd. dated
        March 31, 2003.                                                                                                                                                                                     | (4) 
|              
|1.2            | Certificate of British Columbia, Registrar
        of Companies as to the amalgamation of Trillion with Oro Belle Resources
        Corporation (“Oro Belle”), a wholly-owned subsidiary of the
        Company dated December 2, 2003.                                                                                               | (4) 
|              
|1.3            | Amended Articles of the Company.                                                                                                                                                                                                                                                                                                      | (4) 
|              
|2              | Not applicable                                                                                                                                                                                                                                                                                                                        | --  
|              
|3              | Not applicable                                                                                                                                                                                                                                                                                                                        | --  
|              
|4.1            | Arrangement Agreement dated May 15, 2003
        between Quest Investment Corporation, Viceroy Resource Corporation, the
        Company, et al., whereby the Company participated in a reorganization
        and exchange of shares which resulted in the acquisition of Oro Belle.                                                 | (2) 
|              
|4.2            | Amendment No. 1 to Arrangement Agreement
        dated as of June 3, 2003 among Quest Investment Corporation, Viceroy Resource
        Corporation, the Company, et al., whereby the Company participated in
        a reorganization and exchange of shares which resulted in the acquisition
        of Oro Belle.                  | (3) 
|              
|4.3            | Trillion Arrangement Agreement dated July
        12, 2003 between the Company, Trillion and Oro Belle whereby Trillion
        merged with Oro Belle (to continue under the name Oro Belle) and the Company
        acquired all the shares of Trillion at an exchange of 1 of the Company’s
        shares for 0.70 Trillion share. | (4) 
|              
|4.4            | Stock Option Plan of the Company adopted
        by the Directors on September 12, 2003 and approved by the shareholders
        on April 29, 2004.                                                                                                                                                                                   | (4) 
|              
|4.5            | Information Circular
        dated March 21, 2005, included updated Statement of Corporate Governance
        and Audit Committee Mandate and Charter                                                                                                                                                                                 | (1) 
|              
|8.1            | List of Subsidiaries                                                                                                                                                                                                                                                                                                                  | (1) 
|              
|11             | Code of Ethics of the Company dated March 25, 2004.                                                                                                                                                                                                                                                                                   | (4) 
|              
|12.1           | Certification
        of the Chief Executive Officer of the Corporation pursuant to Rule 13a-14(a)
        of the Securities Exchange Act of 1934                                                                                                                                                                                     | (1) 
|              
|12.2           | Certification
        of the Chief Financial Officer of the Corporation pursuant to Rule 13a-14(a)
        of the Securities Exchange Act of 1934                                                                                                                                                                                     | (1) 
|              
|13.1           | Certification
        of the Chief Executive Officer of the Corporation pursuant to Rule 13a-14(b)
        of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63
        of Title 18 of the United States Code                                                                                                        | (1) 
|              
|13.2           | Certification
        of the Chief Financial Officer of the Corporation pursuant to Rule 13a-14(b)
        of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63
        of Title 18 of the United States Code                                                                                                        | (1) 

63

---

Notes:

| | (1) | Filed as an exhibit to this Annual Report on Form 20-F.                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (2) | Filed with the Commission on June 27, 2003 by Quest
        Investment Corporation (file number 01-31380), now Viceroy Exploration
        Ltd. (file number 000-16778) under the annual report on Form 20-F as Exhibit
        4.1.                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                           
| | (3) | Filed with the Commission on June 27, 2003 by Quest
        Investment Corporation (file number 01-31380), now Viceroy Exploration
        Ltd. (file number 000-16778) under the annual report on Form 20-F as Exhibit
        4.2. Filed with the Commission on June 28, 2004 by the Company (file number
        000-28248), under the annual report on Form 20-F with the same exhibit
        number.

64

---

SIGNATURES

The Company 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 Annual Report on its behalf.

VICEROY EXPLORATION LTD.(Registrant)

“Patrick G. Downey”Name: Patrick G. Downey 
  Title: President and Chief Executive Officer

Date: March 31, 2005

65

---

Viceroy Exploration Ltd.
  (an exploration stage company)

CONSOLIDATED FINANCIAL STATEMENTS
  For the twelve-month period ended December 31, 2004, 
  the six-month period ended December 31, 2003,
  and the period from March 31, 2003 (date of incorporation) to June 30, 2003.
  (expressed in Canadian dollars)





66

---

Management Report

The accompanying consolidated financial
  statements and all information in the Annual Report are the responsibility of
  management. These consolidated financial statements have been prepared by management
  in accordance with generally accepted accounting principles in Canada and reconciled
  to United States generally accepted accounting principles. Management is responsible
  for the information and representations in the consolidated financial statements,
  including the estimates and judgements required for their preparation.

Management is also responsible for establishing
  and maintaining internal controls and procedures over the financial reporting
  process designed to provide reasonable assurance that assets are safeguarded
  and reliable financial records are maintained.

The Board of Directors is responsible
  for ensuring that management fulfills its responsibilities for financial reporting
  and internal controls. The Board carries out this responsibility principally
  through its Audit Committee.

The Audit Committee is appointed by
  the Board and consists entirely of non-management directors. The Audit Committee
  meets with management and the independent auditors to review any significant
  accounting, internal control and auditing matters, and to review and finalize
  the annual financial statements of the Company along with the independent auditors’
  report prior to the submission of the financial statements to the Board of Directors
  for final approval.

PricewaterhouseCoopers LLP, Chartered
  Accountants, having been appointed by the shareholders to serve as the Company’s
  external auditors, have examined the consolidated financial statements of the
  Company and their report follows.

| |                             |                        
| | --------------------------- | -----------------------
| |                             |                        
| | Patrick G. Downey           | John P. Fairchild      
| | President and CEO           | Chief Financial Officer
| |                             |                        
| |                             |                        
| | Vancouver, British Columbia |                        
| | March 4, 2005               |                        

67

---



|Independent Auditors’
      Report | PricewaterhouseCoopers LLP
      Chartered Accountants
      PricewaterhouseCoopers Place
      250 Howe Street, Suite 700
      Vancouver, British Columbia
      Canada V6C 3S7
      Telephone +1 (604) 806 7000
      Facsimile +1 (604) 806 7806
|---------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

To the Shareholders ofViceroy Exploration Ltd.

We have audited the consolidated balance
  sheets of Viceroy Exploration Ltd. (an exploration stage company) as at December
  31, 2004, 2003 and June 30, 2003 and the consolidated statements of operations
  and deficit and cash flows for the twelve-month period ended December 31, 2004,
  the six-month period ended December 31, 2003 and the three-month period ended
  June 30, 2003. These financial statements are the responsibility of the Company’s
  management. Our responsibility is to express an opinion on these financial statements
  based on our audits.

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

In our opinion, these consolidated
  financial statements present fairly, in all material respects, the financial
  position of the Company as at December 31, 2004, 2003 and June 30, 2003 and
  the results of its operations and its cash flows for the twelve-month period
  ended December 31, 2004, the six-month period ended December 31, 2003 and the
  three-month period ended June 30, 2003 in accordance with Canadian generally
  accepted accounting principles.



Chartered Accountants

Vancouver, British Columbia March 4, 2005

68

---

Viceroy Exploration Ltd.
  (an exploration stage company)
  Consolidated Balance Sheets
  (expressed in Canadian dollars)

|                                                         | December 31, |   | December 31, |   | June 30,  |  
|-------------------------------------------------------- | ------------ | - | ------------ | - | --------- | -
|                                                         | 2004         |   | 2003         |   | 2003      |  
|                                                         | $            |   | $            |   | $         |  
|                                                         |              |   |              |   |           |  
|Assets                                                   |              |   |              |   |           |  
|                                                         |              |   |              |   |           |  
|Current assets                                           |              |   |              |   |           |  
|Cash and cash equivalents                                | 14,498,984   |   | 4,717,030    |   | 549,747   |  
|Short-term investments                                   | -            |   | 76,501       |   | -         |  
|Prepaid expenses and accounts receivable                 | 188,633      |   | 161,325      |   | 6,314     |  
|                                                         | 14,687,617   |   | 4,954,856    |   | 556,061   |  
|                                                         |              |   |              |   |           |  
|Exploration properties(notes 3 and 4)                    | 9,920,885    |   | 6,369,419    |   | 6,015,995 |  
|                                                         |              |   |              |   |           |  
|Furniture and equipment – corporate office(note
      5) | 29,441       |   | -            |   | -         |  
|                                                         |              |   |              |   |           |  
|                                                         | 24,637,943   |   | 11,324,275   |   | 6,572,056 |  
|                                                         |              |   |              |   |           |  
|Liabilities                                              |              |   |              |   |           |  
|                                                         |              |   |              |   |           |  
|Current liabilities                                      |              |   |              |   |           |  
|Accounts payable and accrued liabilities                 | 256,582      |   | 234,687      |   | 67,673    |  
|                                                         |              |   |              |   |           |  
|                                                         |              |   |              |   |           |  
|Shareholders’ Equity                                     |              |   |              |   |           |  
|                                                         |              |   |              |   |           |  
|Capital stock(note 7 (b))                                | 25,812,231   |   | 11,284,526   |   | 6,515,196 |  
|                                                         |              |   |              |   |           |  
|Stock options and warrants(note 7 (e))                   | 2,394,260    |   | 1,252,471    |   | -         |  
|                                                         |              |   |              |   |           |  
|Deficit                                                  | (3,825,130   | ) | (1,447,409   | ) | (10,813   | )
|                                                         |              |   |              |   |           |  
|                                                         | 24,381,361   |   | 11,089,588   |   | 6,504,383 |  
|                                                         |              |   |              |   |           |  
|                                                         | 24,637,943   |   | 11,324,275   |   | 6,572,056 |  

Nature of operations (note 1)

See accompanying notes.

Approved by the Board of Directors

|                   |                  
|------------------ | -----------------
|Robert V. Matthews | Patrick G. Downey
|DirectorDirector   |                  

69

---

Viceroy Exploration Ltd.
  (an exploration stage company)
  Consolidated Statements of Operations and Deficit 
  (expressed in Canadian dollars)

|                                                  | Twelve Months     |   | Six Months        |   | Three Months  |  
|------------------------------------------------- | ----------------- | - | ----------------- | - | ------------- | -
|                                                  | Ended             |   | Ended             |   | Ended         |  
|                                                  | December 31, 2004 |   | December 31, 2003 |   | June 30, 2003 |  
|                                                  | $                 |   | $                 |   | $             |  
|                                                  |                   |   |                   |   |               |  
|Expenses                                          |                   |   |                   |   |               |  
|Stock-based compensation (note 7(e))              |                   |   |                   |   |               |  
|Directors/officers/employees                      | 748,421           |   | 1,027,680         |   |               |  
|Other
      consultants                           | 434,664           |   | 89,400            |   |               |  
|                                                  | 1,183,085         |   | 1,117,080         |   |               |  
|                                                  |                   |   |                   |   |               |  
|Salaries, benefits and officer consultants        | 638,684           |   | 117,156           |   |               |  
|Stock exchange/transfer agent/listing application | 40,920            |   | 42,089            |   |               |  
|Legal                                             | 43,024            |   | 40,488            |   | 5,813         |  
|Shareholders’ communication                       | 68,892            |   | 35,265            |   |               |  
|Amortization                                      | 11,284            |   |                   |   |               |  
|Audit and tax                                     | 35,200            |   | 24,080            |   | 5,000         |  
|Investor relations (notes 7 (d) and 7 (e))        | 192,801           |   | 18,358            |   |               |  
|Travel and lodging                                | 40,470            |   | 11,916            |   |               |  
|Office and miscellaneous                          | 137,349           |   | 26,853            |   |               |  
|                                                  |                   |   |                   |   |               |  
|Loss before the following                         | 2,391,709         |   | 1,433,285         |   | 10,813        |  
|                                                  |                   |   |                   |   |               |  
|Interest income                                   | (83,916           | ) | (7,604            | ) |               |  
|                                                  |                   |   |                   |   |               |  
|Loss/write-down of short-term investments         | 19,487            |   |                   |   |               |  
|                                                  |                   |   |                   |   |               |  
|Foreign exchange loss                             | 50,441            |   | 10,915            |   |               |  
|                                                  |                   |   |                   |   |               |  
|Loss for the period                               | 2,377,721         |   | 1,436,596         |   | 10,813        |  
|                                                  |                   |   |                   |   |               |  
|Deficit - Beginning of period                     | 1,447,409         |   | 10,813            |   |               |  
|                                                  |                   |   |                   |   |               |  
|Deficit - End of period                           | 3,825,130         |   | 1,447,409         |   | 10,813        |  
|                                                  |                   |   |                   |   |               |  
|Basic and diluted loss per share                  | (0.08             | ) | (0.10             | ) | (0.00         | )
|                                                  |                   |   |                   |   |               |  
|Weighted average shares outstanding               | 29,232,390        |   | 14,389,263        |   | 13,800,000    |  

See accompanying notes.

70

---

Viceroy Exploration Ltd.
  (an exploration stage company)Consolidated Statements of Cash Flows
  (expressed in Canadian dollars)

|                                                          | Twelve Months     |   | Six Months        |   | Three Months  | 
|--------------------------------------------------------- | ----------------- | - | ----------------- | - | ------------- | 
|                                                          | Ended             |   | Ended             |   | Ended         | 
|                                                          | December 31, 2004 |   | December 31, 2003 |   | June 30, 2003 | 
|                                                          | $                 |   | $                 |   | $             | 
|                                                          |                   |   |                   |   |               | 
|Cash flows (used in) from operating activities            |                   |   |                   |   |               | 
|Loss for the period                                       | (2,377,721        | ) | (1,436,596        | ) | (10,813       | 
|                                                          |                   |   |                   |   |               | 
|Non-cash charges (note 10 (a))                            | 1,213,856         |   | 1,117,080         |   | -             | 
|Changes in non-cash working capital items (note 10 (b))   | (90,136           | ) | 107,195           |   | 10,813        | 
|                                                          |                   |   |                   |   |               | 
|                                                          | (1,254,001        | ) | (212,321          | ) | -             | 
|                                                          |                   |   |                   |   |               | 
|Cash flows (used in) from investing activities            |                   |   |                   |   |               | 
|Exploration properties                                    | (3,466,743        | ) | (353,424          | ) | -             | 
|Furniture and equipment-corporate office                  | (40,725           | ) | -                 |   | -             | 
|Proceeds on sale of short-term investment                 | 57,014            |   | -                 |   | -             | 
|                                                          |                   |   |                   |   |               | 
|                                                          | (3,450,454        | ) | (353,424          | ) | -             | 
|                                                          |                   |   |                   |   |               | 
|Cash flows from financing activities                      |                   |   |                   |   |               | 
|Private placement proceeds - net                          | 11,417,706        |   | 1,997,700         |   | -             | 
|Exercise of warrants and stock options                    | 3,068,703         |   | -                 |   | -             | 
|Cash acquired on acquisition of subsidiaries - net        | -                 |   | 2,735,328         |   | 549,757       | 
|                                                          |                   |   |                   |   |               | 
|                                                          | 14,486,409        |   | 4,733,028         |   | 549,757       | 
|                                                          |                   |   |                   |   |               | 
|Increase in cash and cash equivalents                     | 9,781,954         |   | 4,167,283         |   | 549,757       | 
|                                                          |                   |   |                   |   |               | 
|Cash and cash equivalents - Beginning of period           | 4,717,030         |   | 549,747           |   | -             | 
|                                                          |                   |   |                   |   |               | 
|Cash and cash equivalents - End of period                 | 14,498,984        |   | 4,717,030         |   | 549,757       | 
|                                                          |                   |   |                   |   |               | 
|Cash and cash equivalents consist of :                    |                   |   |                   |   |               | 
|Cash and deposit accounts
      with banks and brokerages | 14,498,984        |   | 4,717,030         |   | 549,757       | 
|                                                          |                   |   |                   |   |               | 
|Supplemental cash flow information(note 10)               |                   |   |                   |   |               | 

See accompanying notes.

71

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

|1. | Nature of operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company was incorporated on March 31, 2003 under
        the British Columbia Business Corporations Act as a wholly owned subsidiary
        of Viceroy Resource Corporation (Viceroy). On June 30, 2003, Viceroy sold
        to the Company its exploration properties in Argentina and other assets
        in accordance with the terms of a plan of arrangement between Viceroy,
        Quest Investment Corporation and other companies, and whereby Viceroy
        became Quest Capital Corp (Quest). On this date, Viceroy distributed 81%
        being 11,150,400 shares of the Company to the existing shareholders of
        Viceroy as of the record date of June 30, 2003 (note 3(a)).                                                                                                                                                                                                                     
|  
|   | On December 2, 2003, the Company acquired all of
        the shares of Consolidated Trillion Resources Ltd. (Trillion) by way of
        a statutory plan of arrangement (the Arrangement) (note 3(b)). The results
        of operations of Trillion have been consolidated since December 2, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | Effective December 31, 2003, the Company changed
        its year end from June 30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | The principal focus of the Company is development
        of its 100% owned Gualcamayo gold property in Argentina. In August 2004,
        the Company completed a first phase exploration program on the property
        which included a reverse- circulation drill program and in December 2004
        began a second phase of exploration drilling consisting mainly of diamond
        drilling. Also in December 2004, a new resource estimate was completed
        on the three zones of mineralization of the property. On January 12, 2005,
        the Company announced completion of a Preliminary Economic Assessment
        on the main zone of mineralization within the property and on February
        23, 2005 entered into a contract with an international consulting firm
        to carry out additional engineering studies on the property incorporating
        the three zones of mineralization.
|  
|   | The recoverability of the amounts shown for exploration
        properties is dependent upon the existence of economically recoverable
        reserves, maintaining title and beneficial interest in the properties,
        the ability of the Company to obtain necessary financing to complete the
        development, and upon future profitable production. The amounts shown
        as property acquisition costs do not necessarily represent present or
        future values.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | Although the Company has taken steps to verify title
        to exploration properties in which it has an interest, in accordance with
        industry standards for the current stage of exploration of such properties,
        these procedures do not guarantee the Company’s title. Property
        title may be subject to unregistered prior agreements or transfers and
        may be affected by undetected defects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|2. | Significant accounting policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | Generally accepted accounting policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | These consolidated financial statements have been
        prepared in accordance with Canadian generally accepted accounting principles.
        Significant differences between Canadian and U.S. generally accepted accounting
        principles, as they relate to these financial statements, are described
        in note 12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

72

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

| | Principles of consolidation
      These consolidated financial statements include the
        accounts of the Company and its active wholly owned subsidiaries Oro Belle
        Resources Corporation and Minas Argentinas S.A. The accounts of the Company’s
        subsidiaries are included from the date of acquisition (notes 1 and 3).
      Use of estimates
      The preparation of financial statements in conformity
        with generally accepted accounting principles requires management to make
        estimates and assumptions that affect the reported amount of assets and
        liabilities and disclosure of contingent assets and liabilities at the
        date of the financial statements and the reported amounts of expenditures
        during the reporting period. Actual results could differ from those reported.
      Foreign currency translations
      The Company’s subsidiaries are integrated foreign
        operations and are translated into Canadian dollars using the temporal
        method. Monetary items are translated at the exchange rate in effect at
        the balance sheet date; non-monetary items are translated at historical
        exchange rates. Income and expense items are translated at the average
        exchange rate for the period. Translation gains and losses are reflected
        in the statement of operations and deficit for the period.
      Cash and cash equivalents
      Cash and cash equivalents include cash on hand, balances
        with banks and brokerages and highly liquid deposits with an initial maturity
        of less than 90 days.
      Short-term investments
      Short-term investments are recorded at cost and written
        down to estimated net recoverable amount if there is an other than temporary
        decline in value. The net recoverable amount is based upon the short-term
        investment’s quoted market value.
      Exploration property costs
      The Company records its interests in exploration properties
        at cost. The costs of acquiring mineral properties and related exploration
        and development expenditures are deferred and will be amortized against
        future production following commencement of commercial production or are
        written off if the properties are sold, allowed to lapse or abandoned.
        General exploration, overhead and administrative costs are expensed in
        the period they are incurred.
      Management of the Company regularly reviews the net
        carrying value of each mineral property. Where management believes that
        the carrying value cannot be recovered, the carrying value is written
        down to fair value.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

73

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

| | Furniture and equipment – corporate office
      Furniture and equipment – corporate office is
        recorded at cost and is amortized on a straight line basis over three
        years beginning the quarter of purchase.
      Income taxes
      Income taxes are calculated using the asset and liability
        method of accounting for future income taxes. Temporary differences arising
        from the difference between the tax basis of an asset or liability and
        its carrying amount on the balance sheet are used to calculate future
        income tax liabilities or assets. Future income tax liabilities or assets
        are calculated using tax rates anticipated to apply in the periods that
        the temporary differences are expected to reverse.
      Loss per common share
      Loss per share is calculated based on the weighted average
        number of common shares issued and outstanding during the period. Diluted
        losses are calculated using the treasury stock method.
      Financial instruments
      The carrying values of cash and cash equivalents, short-term
        investments, prepaid expenses and accounts receivable and accounts payable
        and accrued liabilities approximate book values due to the short term
        nature of these instruments.
      Stock-based compensation
      The Company has a stock option plan and accounts for
        stock option grants under the plan in accordance with the fair value based
        method of accounting for stock-based compensation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

74

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

|3. | Acquisitions
|-- | ------------
|  
|   | a)          
|  
|   |             

| |  |                                                            | $         |  
| |  | ---------------------------------------------------------- | --------- | -
| |  | The net assets acquired consist of                         |           |  
| |  | Cash                                                       | 549,747   |  
| |  | Prepaid expenses and accounts receivable                   | 5,961     |  
| |  | Exploration properties                                     | 6,015,995 |  
| |  | Accounts payable and accrued liabilities                   | (56,507   | )
| |  |                                                            |           |  
| |  |                                                            | 6,515,196 |  
| |  |                                                            |           |  
| |  | Consideration - issuance of 13,800,000 common
      shares | 6,515,196 |  

| | b) | Consolidated Trillion Resources Ltd. (Trillion)                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | On December 2, 2003, the Company acquired all of
        the shares of Trillion by way of the Arrangement (note 1) whereby holders
        of Trillion common shares received 0.70 common shares of the Company for
        each Trillion share. Trillion and Oro Belle amalgamated under the British
        Columbia Business Corporation Act under the name of Oro Belle Resources
        Corporation and is a wholly owned subsidiary of the Company.

75

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

| |  | The acquisition has been accounted for using the
        purchase method of accounting and the following is a breakdown of the
        fair market value of the net assets acquired:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |                                                     | $         |   | 
| |  | --------------------------------------------------- | --------- | - | 
| |  | The net assets acquired consist of                  |           |   | 
| |  | Cash                                                | 2,816,280 |   | 
| |  | Short-term
      investments                        | 76,500    |   | 
| |  | Accounts receivable                                 | 135,134   |   | 
| |  | Accounts
      payable                              | (39,941   | ) | 
| |  |                                                     | 2,987,973 |   | 
| |  |                                                     |           |   | 
| |  | Consideration                                       |           |   | 
| |  | Issuance of
      6,471,158 common shares           | 2,847,310 |   | 
| |  | Issuance of stock options for 339,500 common shares | 59,711    |   | 
| |  | Transaction
      costs                             | 80,952    |   | 
| |  |                                                     | 2,987,973 |   | 

|4. | Exploration properties                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The gold exploration properties are substantially
        all located in San Juan province, Argentina, and are subject to net smelter
        royalties ranging between 1.0% and 3.5%, 2.5% of which are on specific
        claims and leases which are capped at US$700,000.

| |                                | Gualcamayo |           | Las     |         | La Brea/Las |      
| | ------------------------------ | ---------- | --------- | ------- | ------- | ----------- | -----
| |                                | (note 1)   | Salamanca | Flechas | Evelina | Carachas    | Total
| |                                | $          | $         | $       | $       | $           | $    
| | Expenditures in 2001           | 1,025,128  |           |         |         |             | 1,025
| |                                |            |           |         |         |             |      
| | Expenditures in 2002           | 2,020,738  |           |         |         |             | 2,020
| |                                |            |           |         |         |             |      
| | Expenditures in the six months |            |           |         |         |             |      
| | ended
      June 30, 2003      | 122,033    |           |         |         |             | 12   
| |                                |            |           |         |         |             |      
| | Acquisition cost June 30, 2003 |            |           |         |         |             |      
| | (note
      3 (a))             | 5,255,808  | 26        | 200,00  | 200,000 | 10          | 6,015
| |                                |            |           |         |         |             |      
| | Expenditures in the period     | 353,424    |           |         |         |             | 35   
| |                                |            |           |         |         |             |      
| | Balance - December 31, 2003    | 5,609,232  | 26        | 200,00  | 200,000 | 10          | 6,369
| |                                |            |           |         |         |             |      
| | Purchase of additional land    | 42,962     |           |         |         |             |      
| |                                |            |           |         |         |             |      
| | Expenditures in the period     | 3,508,504  |           |         |         |             | 3,508
| |                                |            |           |         |         |             |      
| | Balance - December 31, 2004    | 9,160,698  | 26        | 200,00  | 200,000 | 10          | 9,920

| | By option agreement dated as of July 26, 2004 with
        effect from April 30, 2004 between the Company and a wholly-owned Argentine
        subsidiary of Tenke Mining Corp., a TSX listed company, the Tenke subsidiary
        may earn a 75% interest in the Las Flechas property through expenditures
        with pre-agreed minimum annual exploration expenditures aggregating to
        US$4.5 million over 5.1 years to June 30, 2009.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

76

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

| | The Gualcamayo property exploration expenditures
        in the period from June 30, 2003, the date of acquisition, to December
        31, 2004 are as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                            |                   |  |                   |  | Period from date of
| | ------------------------------------------ | ----------------- |  | ----------------- |  | -------------------
| |                                            | Six Months        |  | Twelve Months     |  | acquisition        
| |                                            | Ended             |  | Ended             |  | (June 30, 2003) to 
| |                                            | December 31, 2003 |  | December 31, 2004 |  | December 31, 2004  
| |                                            | $                 |  | $                 |  | $                  
| |                                            |                   |  |                   |  |                    
| | Drilling                                   | -                 |  | 1,058,581         |  | 1,058,581          
| | Geologists’/engineers’ fees/travel/lodging | 122,753           |  | 620,643           |  | 743,396            
| | Field support                              | 83,898            |  | 629,743           |  | 713,641            
| | Assays                                     | 38,940            |  | 208,879           |  | 247,819            
| | Property permits/canon payments            | 27,944            |  | 77,671            |  | 105,615            
| | Water samples                              | 3,979             |  | 2,940             |  | 6,919              
| | Road maintenance/drill pads                | 3,637             |  | 238,762           |  | 242,399            
| | Location administration/office support     | 59,790            |  | 185,604           |  | 245,394            
| | Vehicles and equipment                     | -                 |  | 60,732            |  | 60,732             
| | Preliminary Economic Assessment            | -                 |  | 42,673            |  | 42,673             
| | Argentine value added tax                  | 12,483            |  | 382,276           |  | 394,759            
| |                                            |                   |  |                   |  |                    
| |                                            | 353,424           |  | 3,508,504         |  | 3,861,928          

|   | The Company does not have any significant asset
        retirement obligations at this stage of its activities.
|-- | ---------------------------------------------------------------------------------------------------------------
|  
|5. | Furniture and equipment – corporate office                                                                     

| |                         | December 31, 2004
| | ----------------------- | -----------------
| |                         |                  
| |                         | Cost             
| |                         | $                
| |                         |                  
| | Furniture and equipment | 25,786           
| | Computer equipment      | 14,939           
| |                         |                  
| |                         | 40,725           

|6. | Income taxes                                                                         
|-- | -------------------------------------------------------------------------------------
|  
|   | As at December 31, 2004, the Company has the following tax loss carry
      forwards:

| | Country   | Category           | Amount $   | Expiry   
| | --------- | ------------------ | ---------- | ---------
| | Argentina | Operating losses   | 10,727,000 | 2007-2009
| | Canada    | Non-capital losses | 9,861,000  | 2005-2011
| |           | Net capital losses | 50,719,000 | N/A      

| | In Argentina, as at December 31, 2004, the tax basis
        of deferred exploration expenditures exceed the accounting basis balance
        of deferred exploration expenditures by approximately $3,076,000.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

77

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

|   | Future income tax assets
        are not recorded for the above tax loss carry forwards and exploration
        expenditures temporary difference due to the significant uncertainty of
        their recovery. The tax losses and exploration expenditures temporary
        difference may be subject to audit and adjustment by local tax authorities.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                          
|7. | Capital stock                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                          
|   | a)                                                                                                                                                                                                                                                                                                                                                       

| |  |                     | June 30, 2003 and |                                                
| |  | ------------------- | ----------------- | -----------------------------------------------
| |  | December 31, 2004   | December 31, 2003 | Class of Shares                                
| |  |                     |                   |                                                
| |  | An unlimited number | 100,000,000       | first preferred shares without
      par value 
| |  |                     |                   |                                                
| |  | An unlimited number | 100,000,000       | second preferred shares without
      par value
| |  |                     |                   |                                                
| |  | An unlimited number | 100,000,000       | common shares without par value                

| | b) | Issued and outstanding – common shares
| | -- | --------------------------------------

| |  |                                                                   | Number of  |  | Amount     |  
| |  | ----------------------------------------------------------------- | ---------- |  | ---------- | -
| |  |                                                                   | shares     |  | $          |  
| |  | Balance - March 31, 2003                                          | -          |  | -          |  
| |  |                                                                   |            |  |            |  
| |  | For exploration properties and other net
      assets (note 3(a)) | 13,800,000 |  | 6,515,196  |  
| |  |                                                                   |            |  |            |  
| |  | Balance - June 30, 2003                                           | 13,800,000 |  | 6,515,196  |  
| |  |                                                                   |            |  |            |  
| |  | Private placement                                                 | 4,200,000  |  | 2,100,000  |  
| |  | Related share issue costs                                         | -          |  | (80,952    | )
| |  | Pursuant to the Arrangement (note 3(b))                           | 6,471,158  |  | 2,847,310  |  
| |  | Related share issue costs, including $75,680 stock-based          |            |  |            |  
| |  | payment                                                           | -          |  | (97,028    | )
| |  |                                                                   |            |  |            |  
| |  | Balance - December 31, 2003                                       | 24,471,158 |  | 11,284,526 |  
| |  |                                                                   |            |  |            |  
| |  | Exercise of private placement warrants                            | 4,200,000  |  | 2,520,000  |  
| |  | Exercise of brokers’ warrants                                     | 350,000    |  | 285,679    |  
| |  | Exercise of stock options                                         | 744,500    |  | 545,954    |  
| |  | Private Placement                                                 | 5,604,650  |  | 12,330,230 |  
| |  | Related share issue costs, including $241,634
      stock-based   |            |  |            |  
| |  | payment                                                           | -          |  | (1,154,158 | )
| |  |                                                                   |            |  |            |  
| |  | Balance – December 31, 2004                                       | 35,370,308 |  | 25,812,231 |  

| |  | On November 18, 2003, the Company completed a private
        placement for a total of 4,200,000 units for gross proceeds of $2,100,000.
        Each unit consisted of one common share and one warrant entitling the
        holder to purchase one additional common share at a price of $0.60
        until November 18, 2006. In addition, brokers involved received commission
        of $102,300 cash and 350,000 warrants (valued at $75,680) to acquire
        an additional 350,000 shares at an exercise price of $0.60 per share
        until November 18, 2004.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

78

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

| |    | On December 6, 2004, the Company completed a private
        placement for a total of 5,604,650 units for gross proceeds of $12,330,230.
        Each unit consisted of one common share and one-half transferable warrant
        each whole warrant (2,802,323 warrants) entitling the holder to purchase
        one additional common share at a price of $2.75 until December 6,
        2006. In addition, brokers involved received commission of $780,015
        cash and 354,552 non- transferable warrants (valued at $241,634) to
        acquire an additional 354,552 shares at an exercise price of $2.75
        per share until December 6, 2006.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | In the subsequent period from January 1, 2005 to
        March 4, 2005, 250,000 shares were issued for proceeds of $218,500
        upon exercise of stock options by three directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | c) | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |  |                                                 |            |   | Weighted average
| |  | ----------------------------------------------- | ---------- | - | ----------------
| |  |                                                 | Number of  |   | exercise price  
| |  |                                                 | shares     |   | $               
| |  |                                                 |            |   |                 
| |  | Balance – March 31,2003 and June 30,
      2003 | -          |   |                 
| |  |                                                 |            |   |                 
| |  | Private placement                               | 4,200,000  |   | 0.60            
| |  | Brokers’ commission                             | 350,000    |   | 0.60            
| |  |                                                 |            |   |                 
| |  | Balance - December 31, 2003                     | 4,550,000  |   | 0.60            
| |  |                                                 |            |   |                 
| |  | Exercise of private placement warrants          | (4,200,000 | ) | 0.60            
| |  | Exercise of brokers’ commission warrants        | (350,000   | ) | 0.60            
| |  | Private placement                               | 2,802,323  |   | 2.75            
| |  | Brokers’ commission                             | 354,552    |   | 2.75            
| |  |                                                 |            |   |                 
| |  | Balance – December 31, 2004                     | 3,156,875  |   | 2.75            

| |  | As at December 31, 2004, a total 3,156,875 warrants
        are outstanding, each warrant entitling the holder to purchase one common
        share at a price of $2.75, for a total of $8,681,406, until December
        6, 2006.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

79

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

| | d) | Stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | The Company has a stock option plan under which
        the Company may grant options to its directors, officers, employees and
        consultants for up to 10% of the issued and outstanding common shares
        of the Company. The maximum term of grant is five years, with the vesting
        period determined at the discretion of the Board of Directors. The exercise
        price of each option is no less than the closing price on the trading
        day immediately preceding the day on which the Company announces the grant
        of the option or, if the grant is not announced on the grant date less
        applicable discount, if any, permitted by the policies of the regulatory
        authorities and approved by the Board of Directors.

| |  |                                                        |           |   | Weighted average
| |  | ------------------------------------------------------ | --------- | - | ----------------
| |  |                                                        | Number of |   | exercise price  
| |  |                                                        | shares    |   | $               
| |  |                                                        |           |   |                 
| |  | Balance – March 31, 2003 and June
      30, 2003       | -         |   |                 
| |  |                                                        |           |   |                 
| |  | Granted to directors/officers/employees                | 1,600,000 |   | 0.90            
| |  | Granted to other consultants                           | 100,000   |   | 1.25            
| |  | Granted pursuant to the Acquisition (note
      3 (b)) | 339,500   |   | 0.39            
| |  |                                                        |           |   |                 
| |  | Balance - December 31, 2003                            | 2,039,500 |   | 0.83            
| |  |                                                        |           |   |                 
| |  | Granted to directors/officers/employees                | 778,000   |   | 1.62            
| |  | Granted to other consultants                           | 520,000   |   | 1.40            
| |  | Exercise of options by directors/officers/employees    | (405,000  | ) | 0.51            
| |  | Exercise of options granted pursuant to the            |           |   |                 
| |  | Acquisition (note 3 (b))                               | (339,500  | ) | 0.39            
| |  |                                                        |           |   |                 
| |  | Balance – December 31, 2004                            | 2,593,000 |   | 1.29            

| |  | Included in options granted to other consultants in
        2004 is an option for 200,000 common shares which at the granted was subject
        to vesting. As at December 31, 2004, the option was fully vested.
      In the subsequent period from January 1, 2005 to March
        4, 2005:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | – | on January 31, 2005, stock options for
        total 827,000 common shares were granted, subject to shareholder and regulatory
        approvals at an exercise price of $2.46 per share until January 31,
        2010 of which options for 597,000 common shares were granted to certain
        directors, officers and employees and options for 230,000 common shares
        were granted to other consultants. Three options for a total of 150,000
        common shares are subject to vesting.
| |  | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | – | on February 24, 2005, a stock option
        for 30,000 common shares was granted, subject to shareholder and regulatory
        approvals, to a consultant at an exercise price of $2.52 per share
        until February 24, 2010, subject to vesting.                                                                                                                                                                                                                                                

80

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

| |  | The following table summarizes information on stock options outstanding
      at December 31, 2004:
| |  | ---------------------------------------------------------------------------------------------------

| |  | Range of exercise | Number of | Weighted average           | Weighted average
| |  | ----------------- | --------- | -------------------------- | ----------------
| |  | prices            | shares    | remaining contractual life | exercise price  
| |  | $                 |           | in years                   | $               
| |  |                   |           |                            |                 
| |  | 0.50              | 300,000   | 3.70                       | 0.50            
| |  | 0.93 -1.35        | 1,613,000 | 3.50                       | 1.23            
| |  | 1.57              | 480,000   | 4.70                       | 1.57            
| |  | 2.25              | 200,000   | 4.81                       | 2.25            
| |  |                   |           |                            |                 
| |  |                   | 2,593,000 | 3.84                       | 1.29            

| |  | The following table summarizes information on stock options outstanding
      at December 31, 2003:
| |  | ---------------------------------------------------------------------------------------------------

| |  | Range of        | Number of | Weighted average          | Weighted average
| |  | --------------- | --------- | ------------------------- | ----------------
| |  | exercise prices | shares    | remaining                 | exercise price  
| |  | $               |           | contractual life in years | $               
| |  |                 |           |                           |                 
| |  | 0.39 - 0.50     | 1,039,500 | 2.88                      | 0.46            
| |  | 1.06 – 1.25     | 1,000,000 | 4.86                      | 1.21            
| |  |                 |           |                           |                 
| |  |                 | 2,039,500 | 3.85                      | 0.83            

| | e) | Stock options and warrants
| | -- | --------------------------

| |  |                                                               | Number of |   | Amount    |  
| |  | ------------------------------------------------------------- | --------- | - | --------- | -
| |  |                                                               | shares    |   | $         |  
| |  | Balance - June 30, 2003 and March 31, 2003                    | -         |   | -         |  
| |  |                                                               |           |   |           |  
| |  | Stock-based compensation to directors/officers/employees      | 1,600,000 |   | 1,027,680 |  
| |  | Stock-based compensation to other consultants                 | 100,000   |   | 89,400    |  
| |  | Stock-based payment of options granted pursuant
      to the  |           |   |           |  
| |  | Acquisition (note 3 (b))                                      | 339,500   |   | 59,711    |  
| |  | Stock-based payment of warrants granted
      as brokers’     |           |   |           |  
| |  | commission                                                    | 350,000   |   | 75,680    |  
| |  |                                                               |           |   |           |  
| |  | Balance - December 31, 2003                                   | 2,389,500 |   | 1,252,471 |  
| |  |                                                               |           |   |           |  
| |  | Stock-based compensation to directors/officers/employees      | 778,000   |   | 748,421   |  
| |  | Stock-based compensation to other consultants                 | 520,000   |   | 434,664   |  
| |  | Stock-based payment of warrants granted as brokers’           |           |   |           |  
| |  | commission                                                    | 354,552   |   | 241,634   |  
| |  | Exercise of stock-based compensation to directors/officers/   |           |   |           |  
| |  | employees                                                     | (405,000  | ) | (147,539  | )
| |  | Exercise of warrants granted as brokers’ commission           | (350,000  | ) | (75,680   | )
| |  | Exercise of options granted pursuant to
      the Acquisition | (339,500  | ) | (59,711   | )
| |  |                                                               |           |   |           |  
| |  | Balance - December 31, 2004                                   | 2,947,552 |   | 2,394,260 |  

81

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

| |  | Assumptions used in calculating the fair value of stock-based
        compensation using the Black-Scholes pricing model are:
      For the twelve months ended December 31, 2004:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |                                             | Stock options      |  | Stock options |  | Warrants   
| |  | ------------------------------------------- | ------------------ |  | ------------- |  | -----------
| |  |                                             | granted to         |  | granted to    |  | granted    
| |  |                                             | directors/officers |  | other         |  | as brokers’
| |  |                                             | / employees        |  | consultants   |  | commission 
| |  |                                             |                    |  |               |  |            
| |  | Number of common shares                     | 778,000            |  | 520,000       |  | 354,552    
| |  | Grant price per share                       | $1.26 - $2.25      |  | $0.93 - $1.57 |  | $2.37      
| |  | Exercise price per share                    | $1.26 - $2.25      |  | $0.93 - $1.57 |  | $2.75      
| |  | Risk-free interest rate (percent)           | 3.73 - 4.13        |  | 3.84 - 4.13   |  | 2.86       
| |  | Annual dividend per share                   | Nil                |  | Nil           |  | Nil        
| |  | Price volatility (percent)                  | 55-90              |  | 56-90         |  | 58         
| |  | Option/warrant life in years                | 5                  |  | 5             |  | 2          
| |  | Weighted average grant date                 |                    |  |               |  |            
| |  | fair value per share                        | $0.96              |  | $0.84         |  | $0.68      
| |  |                                             |                    |  |               |  |            
| |  | For the six months ended December 31, 2003: |                    |  |               |  |            
| |  |                                             |                    |  |               |  |            
| |  |                                             |                    |  | Stock         |  |            
| |  |                                             | Stock options      |  | options       |  | Warrants   
| |  |                                             | granted to         |  | granted to    |  | granted    
| |  |                                             | directors/officers |  | other         |  | as brokers’
| |  |                                             | / employees        |  | consultants   |  | commission 
| |  |                                             |                    |  |               |  |            
| |  | Number of common shares                     | 1,600,000          |  | 100,000       |  | 350,000    
| |  | Grant /exercise price per share             | $0.50 - $1.25      |  | $1.25         |  | $0.60      
| |  | Risk-free interest rate (percent)           | 3.84               |  | 3.84          |  | 3.84       
| |  | Annual dividend per share                   | Nil                |  | Nil           |  | Nil        
| |  | Price volatility (percent)                  | 90                 |  | 90            |  | 90         
| |  | Option/warrant life in years                | 1.5 - 5            |  | 5             |  | 1          
| |  | Weighted average grant date fair            |                    |  |               |  |            
| |  | value per share                             | $0.64              |  | $0.89         |  | $0.22      

| |  | In the subsequent period from January 1, 2005 to
        March 4, 2005, the stock options granted, subject to shareholder and regulatory
        approvals, for the 597,000 common shares to certain directors, officers
        and employees have a fair value total of $761,241 and for the 230,000
        common shares to other consultants have a fair value total of $293,275.
        The stock option granted to a consultant has a fair value of $38,181.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

82

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

|8. | Related party transactions                  
|-- | --------------------------------------------
|  
|   | a)                                          
|  
|   | b)                                          
|  
|   |                                             
|  
|   | c)                                          
|  
|   |                                             
|  
|   | d)                                          
|  
|9. | Geographic segment information              
|  
|   | Assets by geographic segment are as follows:

| |           | December 31, 2004 |  | December 31, 2003 |  | June 30 2003
| | --------- | ----------------- |  | ----------------- |  | ------------
| |           | $                 |  | $                 |  | $           
| | Canada    | 14,646,602        |  | 4,909,803         |  | 556,061     
| | Argentina | 9,991,341         |  | 6,414,472         |  | 6,015,995   
| |           | 24,637,943        |  | 11,324,275        |  | 6,572,056   

83

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

|10. | Supplemental cash flow information
|--- | ----------------------------------
|    |                                   
|    | a)                                

| |  |                           | Twelve Months Ended |  | Six Months Ended  |  | Three Months Ended
| |  | ------------------------- | ------------------- |  | ----------------- |  | ------------------
| |  |                           | December 31, 2004   |  | December 31, 2003 |  | June 30, 2003     
| |  |                           | $                   |  | $                 |  | $                 
| |  |                           |                     |  |                   |  |                   
| |  | Loss/write-down of short- |                     |  |                   |  |                   
| |  | term investments          | 19,487              |  | -                 |  | -                 
| |  | Amortization              | 11,284              |  | -                 |  | -                 
| |  | Stock-based compensation  | 1,183,085           |  | 1,117,080         |  | -                 
| |  |                           | 1,213,856           |  | 1,117,080         |  | -                 

| | b) | Changes in non-cash working capital items:
| | -- | ------------------------------------------

| |  |                                  | Twelve Months Ended |   | Six Months Ended  |   | Three Months Ended |  
| |  | -------------------------------- | ------------------- | - | ----------------- | - | ------------------ | -
| |  |                                  | December 31, 2004   |   | December 31, 2003 |   | June 30, 2003      |  
| |  |                                  | $                   |   | $                 |   | $                  |  
| |  |                                  |                     |   |                   |   |                    |  
| |  | Increase in prepaid expenses and |                     |   |                   |   |                    |  
| |  | accounts receivable              | (27,308             | ) | (19,877           | ) | (353               | )
| |  | Increase (decrease) in accounts  |                     |   |                   |   |                    |  
| |  | payable and accrued liabilities  | (62,828             | ) | 127,072           |   | 11,166             |  
| |  |                                  | (90,136             | ) | 107,195           |   | 10,813             |  

| | c) | The Company entered into the following non-cash investing activities:
| | -- | ---------------------------------------------------------------------

| |  |                                 | Twelve Months Ended | Six Months Ended  | Three Months Ended
| |  | ------------------------------- | ------------------- | ----------------- | ------------------
| |  |                                 | December 31, 2004   | December 31, 2003 | June 30, 2003     
| |  |                                 | $                   | $                 | $                 
| |  |                                 |                     |                   |                   
| |  | Issue of shares pursuant to the |                     |                   |                   
| |  | acquisition (note 3 (a))        | -                   | -                 | 6,515,196         
| |  | Issue of shares pursuant to the |                     |                   |                   
| |  | Arrangement (note 3 (b))        | -                   | 2,847,310         |                   

| | d) | The Company entered into the following non-cash financing activities:
| | -- | ---------------------------------------------------------------------

| |  |                                | Twelve Months Ended | Six Months Ended  | Three Months Ended
| |  | ------------------------------ | ------------------- | ----------------- | ------------------
| |  |                                | December 31, 2004   | December 31, 2003 | June 30, 2003     
| |  |                                | $                   | $                 | $                 
| |  |                                |                     |                   |                   
| |  | Share issue costs, stock-based |                     |                   |                   
| |  | payment                        | 241,634             | 75,680            | -                 

84

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

|11. | Commitment                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | On February 23, 2005, the Company entered
        into a contract with AMEC Americas Limited to carry out additional engineering
        studies on its Gualcamayo gold property in Argentina.                                                                                                                  
|   
|12. | United States generally accepted accounting
        principles                                                                                                                                                                                                                                                  
|   
|    | The consolidated financial statements
        have been prepared in accordance with generally accepted accounting principles
        (GAAP) in Canada which conforms in all material respects with United States
        generally accepted accounting principles (U.S. GAAP) except as described
        below:
|   
|    | a)                                                                                                                                                                                                                                                                                                              
|   
|    | b)                                                                                                                                                                                                                                                                                                              

85

---

Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

| | c) | The significant effects on the consolidated financial statements
      relative to U.S. GAAP are as follows:
| | -- | ------------------------------------------------------------------------------------------------------------
| |    |                                                                                                             
| |    | i.                                                                                                          

| |  |  |                      | Twelve       |   |              |   |            |   | Twelve       |   | Twelve     |  
| |  |  | -------------------- | ------------ | - | ------------ | - | ---------- | - | ------------ | - | ---------- | -
| |  |  |                      | Months       |   | Six Months   |   | Six Months |   | Months       |   | Months     |  
| |  |  |                      | Ended        |   | Ended        |   | Ended      |   | Ended        |   | Ended      |  
| |  |  |                      | December 31, |   | December 31, |   | June 30,   |   | December 31, |   | December   |  
| |  |  |                      | 2004         |   | 2003         |   | 2003       |   | 2002         |   | 31, 2001   |  
| |  |  |                      | $            |   | $            |   | $          |   | $            |   | $          |  
| |  |  |                      |              |   |              |   |            |   |              |   |            |  
| |  |  | Loss                 |              |   |              |   |            |   |              |   |            |  
| |  |  | As reported under    |              |   |              |   |            |   |              |   |            |  
| |  |  | Canadian GAAP        | (2,377,721   | ) | (1,436,596   | ) | (10,813    | ) | -            |   | -          |  
| |  |  | Adjustment for       |              |   |              |   |            |   |              |   |            |  
| |  |  | exploration          |              |   |              |   |            |   |              |   |            |  
| |  |  | expenditures in the  |              |   |              |   |            |   |              |   |            |  
| |  |  | period               | (3,508,504   | ) | (353,424     | ) | (122,033   | ) | (2,020,738   | ) | (1,025,128 | )
| |  |  |                      |              |   |              |   |            |   |              |   |            |  
| |  |  | Loss under U.S. GAAP | (5,886,225   | ) | (1,790,020   | ) | (132,846   | ) | (2,020,738   | ) | (1,025,128 | )
| |  |  |                      |              |   |              |   |            |   |              |   |            |  
| |  |  | Other comprehensive  |              |   |              |   |            |   |              |   |            |  
| |  |  | gain (loss):         |              |   |              |   |            |   |              |   |            |  
| |  |  | Adjustment for       |              |   |              |   |            |   |              |   |            |  
| |  |  | unrealized holding   |              |   |              |   |            |   |              |   |            |  
| |  |  | loss                 | 9,796        |   | (9,796       | ) | -          |   | -            |   | -          |  
| |  |  |                      |              |   |              |   |            |   |              |   |            |  
| |  |  | Comprehensive loss   |              |   |              |   |            |   |              |   |            |  
| |  |  | under US GAAP        | (5,876,429   | ) | (1,799,816   | ) | (132,846   | ) | (2,020,738   | ) | (1,025,128 | )
| |  |  |                      |              |   |              |   |            |   |              |   |            |  
| |  |  | Loss per share under |              |   |              |   |            |   |              |   |            |  
| |  |  | U.S. GAAP*           | (0.20        | ) |              |   | (0.00      | ) |              |   | (0.07      | )

| |  |     | *                                | For December 31, 2002 and 2001, 13,800,000 was used
        as the weighted average share number, being the opening number of shares
        issued by the Company on June 30, 2003.
| |  | --- | -------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | ii. | Consolidated Balance Sheet Items

| |  |  |                                | December 31, 2004 |  | December 31, 2003 |   | June 30, 2003
| |  |  | ------------------------------ | ----------------- |  | ----------------- | - | -------------
| |  |  |                                | $                 |  | $                 |   | $            
| |  |  |                                |                   |  |                   |   |              
| |  |  | Short-term investments         |                   |  |                   |   |              
| |  |  | As reported under Canadian     |                   |  |                   |   |              
| |  |  | GAAP                           | -                 |  | 76,501            |   | -            
| |  |  | Adjusted for fair market value | -                 |  | (9,796            | ) | -            
| |  |  |                                |                   |  |                   |   |              
| |  |  | Under U.S. GAAP                | -                 |  | 66,705            |   | -            

86

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Viceroy Exploration Ltd.
  (an exploration stage company)Notes to Consolidated Financial Statements
  (expressed in Canadian dollars)

| |  | iii. | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |      | Accounting standards that the Company expects to
        adopt subsequent to December 31, 2004 on a prospective basis when applicable
        include the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  |      | Financial instruments-recognition and measurement,
        hedges, and comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  |      | Financial instruments other than trade receivables,
        trade payables and certain other financial liabilities including long
        term debt must be recorded at fair value, not historical cost. If a financial
        instrument is measured at fair value, changes in its fair value is recognized
        in operations in the period in which they occur except for investments,
        and possibly certain other assets, designed as being “available
        for sale” changes in the fair value should be recorded directly
        in shareholders’ equity in a special account called “other
        comprehensive income” until the asset disappears or is impaired.
        At that time, the gains and losses are recycled to the operations statement.
        The result of applying this standard is that income from these investments
        will be reported in the operations statement as if the assets were accounted
        for at historical cost.
|
| |  |      | These new Canadian standards are effective for fiscal
        years starting on or after October 1, 2006 and can be adopted earlier
        but only at the beginning of a financial year and only if the company
        has not already issued interim financial statements that cover part of
        the year. The Company does not foresee any significant effects on implementation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  |      | Whether mineral rights are tangible or intangible
        assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  |      | Effective for reporting periods beginning after
        April 29, 2004, the United States Emerging Issues Task Force (EITF) released
        Issue 04-2, "Whether Mineral Rights are Tangible or Intangible Assets."
        The consensus was that mineral rights acquired on a business combination
        are tangible assets and should be recorded as a separate component of
        property, plant and equipment either on the face of the financial statements
        or in the notes. The Company will comply with the Issue in the future
        as required.                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  |      | Mining assets - impairment in business combinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  |      | Effective for reporting periods beginning after
        March 31, 2004, the EITF released Issue No. 04-3, "Mining Assets: Impairment
        and Business Combinations." The EITF reached consensus that an entity
        should include value beyond proven and probable reserves in the value
        allocated to mining assets in a purchase price allocation to the extent
        a market participant would include such value in determing the fair market
        value of the asset. The EITF also reached consensus that an entity should
        include the effects of anticipated changes in market prices of minerals
        when determining the fair market value of mining assets in a purchase
        price equation in a manner consistent with expectations of the marketplace.                                                                                                                                                                               
|
| |  |      | An entity should also include cash flows associated
        with value beyond proven and probable reserves in estimates of future
        cash flows for determining if a mining asset is impaired under SFAS 144.
        An entity should also anticipate fluctuations in market prices when determining
        these cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  |      | The Company will comply with this Issue for any
        future business combination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

87

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