Filed by Automated Filing Services Inc. (604) 609-0244 - Viceroy Exploration Ltd. - Exhibit 4.5





 FORM 2B 

 LISTING APPLICATION



 VICEROY EXPLORATION LTD.

 

 

 

November 5, 2003






 1.        General Information 

	(a) 	State the full corporate name, law and date
        of incorporation of the Issuer, including a summary of any material amendments
        to the articles, memorandum or other constating documents since incorporation.
      



Viceroy Exploration Ltd. (the "Issuer" or "ViceroyEx") was
  incorporated under the Company Act (British Columbia) on March 31, 2003 to participate
  in a plan of arrangement (the "Arrangement") involving Quest Capital Corp. ("Quest",
  formerly Viceroy Resource Corporation ("Viceroy"), a TSX listed exempt company,
  and other companies. Pursuant to the Arrangement, the Issuer acquired Viceroy's
  Argentine mineral exploration assets and approximately $500,000 cash. The Arrangement
  involved the re-organization and exchange of securities of Viceroy, Quest Investment
  Corporation ("Quest Investment"), Avatar Petroleum Inc. ("Avatar"), Arapaho
  Capital Corp., ("Arapaho"), SpectrumGold Inc. ("SpectrumGold"), the Issuer and
  two British Columbia holding companies, being Oro Belle Resources Corporation
  and 650399 BC Ltd.

 The following chart sets forth the organization of ViceroyEx
  and its direct and indirect subsidiaries and their jurisdictions of incorporation.


 

 2



 

	(b) 	State the date the Issuer first became a "reporting
        issuer" in at least one of the Principal Jurisdictions. Identify each
        jurisdiction in which the Issuer is a "reporting issuer" and indicate
        whether it is in default of any requirements under applicable Securities
        Laws. 



 The Issuer became a reporting issuer on June 30, 2003 in British
  Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick and
  the Northwest Territories. The Issuer is not, to the best of its knowledge,
  in default of any requirements under applicable Securities Laws. 

	(c) 	State the address of the Issuer's head office
        and any other offices. State the address of the Issuer's registered office.
        



 The Issuer's head office, principal business address and registered
  and records office are located at 9th Floor, 570 Granville Street,
  Vancouver, British Columbia, Canada, V6C 3P1. 

	(d) 	State whether all or certain of the directors
        and officers of the Issuer reside outside of Canada and whether substantially
        all of the assets of the Issuer are located outside of Canada. If so,
        state the name and address of an agent for service in British Columbia
        and that the Issuer has agreed to attorn to the laws of British Columbia
        and the federal laws of Canada applicable therein. 



All of the Issuer's Directors and Officers reside in Canada except for Mr.
  Michael D. Winn who resides in Laguna Beach, California, USA. 

 The Issuer's mining assets are located in Argentina, South America.

 The Issuer's address for service is its registered and records
  office, 9th Floor – 570 Granville Street, Vancouver, British
  Columbia, V6C 3P1. 

	(e) 	State the name, address and telephone number
        of the Issuer's solicitors. Also, give the name and address of the solicitor
        or attorney who certifies that the applicant is a valid and subsisting
        issuer and that the shares which have been allotted and issued were legally
        created and are fully-paid and non-assessable. 



he Issuer's solicitor is: 

Corey M. Dean 

  DuMoulin Black 

  10th Floor 

  595 Howe Street 

  Vancouver, BC 

  V6C 2T5 

Telephone:     (604) 687-1224 

3




 DuMoulin Black certifies that the Issuer is a valid and subsisting
  issuer and the shares of the Issuer which have been allotted and issued were
  legally created and are fully-paid and non-assessable. 

	(f) 	State the name and address of the Issuer's
        principal registrar and transfer agent and, if the Issuer has more than
        one registrar and transfer agent, state the name and address of its registrar
        and transfer agent in the applicable city: Vancouver, BC, Calgary, AB,
        Toronto, ON, Montreal, PQ or Halifax, NS. 



 The Issuer's registrar and transfer agent is:

	 Principal Office:  	  	 Co-Transfer Office  
	 Computershare Investor Services Inc.  	  	 Computershare Investor Services Inc.  
	 4 th Floor, 510 Burrard Street  	  	 11 th Floor, 100 University Avenue  
	 Vancouver, British Columbia  	  	 Toronto, Ontario  
	 V6C 3B9  	  	  M5J 2Y1  




	(g) 	State the date of the last Annual General Meeting and of the last
      report to shareholders. 


The Issuer has completed a financial year as of June 30, 2003 and has not yet
  been required to hold an Annual General Meeting. 

	(h) 	State the name, address and telephone number of the Issuer's auditors.
      


The Issuer's auditors are: 

 PricewaterhouseCoopers LLP 

  PricewaterhouseCoopers Place 

  Suite 700 - 250 Howe Street 

  Vancouver, BC, V6C 3S7. 

 Telephone: (604) 806-7000 

 2.        Financial Information


	(a) 	State the Issuer's approximate working capital
        as of a specific date within the two months preceding the date of the
        Listing Application. 



The Issuer's approximate working capital effective upon the
  date of listing will be $2,435,000, including the proceeds of the Private Placement
  (as defined in Item 7). 

 4



 

	(b)	If assets include investments in securities of other entities, give
      an itemized statement, showing cost or book value and
      present market value.  


N/A  

3.        Directors, Officers, Promoters
  and Persons Holding More Than 10% of the Issued Equity Shares

	(a) 	In table format, for each director, officer and Promoter of the
      Issuer provide the following information:




	 	(i)	state full name and residential or postal address; 
    
	 	 	 
	 	(ii)	identify all positions held with the Issuer (such as chairman, director,
      president, secretary, promoter, etc.);  
	 	 	 
	 	(iii)	state the number of equity shares of the Issuer directly or indirectly
      beneficially owned or controlled, separated by type into (a) escrowed,
      (b) pooled, (c) options and (d) all other securities; and 
    
	 	 	 
	 	(iv)	state the name of each employer and give chief occupation in the
      previous five years. If the employer is a self-owned company, so state
      (describe the function actually performed; avoid vague descriptions
      such as "businessman").  


The directors,  officers, promoters and persons holding more than 10%
  of the issued equity shares of the Issuer are as follows:  

	 Name and Residential  
 Address 
      
 
 	 Position Held with  

      Issuer  	 No. of Securities Held (1) 
    	 Principal Occupation 
 for
      the Past Five Years 
	 W. David Black  
 1509 Dunbar
      Street  
 Vancouver, BC  
 V6R 3L6  	 Director  	 Free: 74,715 Direct  
 88,005
      Indirectly  
 Escrowed: Nil  
 Pooled: Nil  
 Options:
      100,000  
 Warrants: 80,000  
 	 Partner, DuMoulin Black, Barristers
      & Solicitors. 
	 Michael H. Halvorson  
 7928 Rowland
      Road  
 Edmonton, AB  
 V6A 3W1  
 	 Director  	 Free: 136,676 Direct  
 115,913
      Indirectly  
 Escrowed: Nil  
 Pooled: Nil  
 Options:
      100,000  
 Warrants: 80,000  
 	 Self-employed financial consultant;
      President, Halcorp Capital Ltd. since 1980 
	 Robert V. Matthews  
 1107 West
      Keith Road  
 North Vancouver, BC  
 V7P 1Y6  	 Director  	 Free: 104,000 Direct  
 Escrowed:
      Nil  
 Pooled: Nil  
 Options: 100,000  
 Warrants:
      50,000  	 President, Sheppards Building Materials
      Inc. 


 5



 

	 Name and Residential  
 Address 
      
 
 	 Position Held with  
 Issuer 
    	 No. of Securities Held (1)  	 Principal Occupation 
 for the Past
      Five Years 
	 Ronald K. Netolitzky  
 3821 Miramontes
      Drive  
 Victoria, BC  
 V6T 1S5  	 President & Director  	 Free: 467,214 Direct  
 Escrowed:
      Nil  
 Pooled: Nil  
 Options: 300,000  
 Warrants:
      55,000  
 	 Chairman, Viceroy Resource Corporation
      Oct. 1996 to Nov., 2002; President & Chief Executive Officer, Viceroy
      Resource Corporation, Dec. 31, 2001 to June 30, 2002; President, Keewatin
      Consultants Inc., April 1988 to present.  
	 A. Murray Sinclair  
 1937 Knox
      Road  
 Vancouver, BC  
 V6T 1S5  	 Director  	 Free: 17,000  
 Escrowed: Nil 
      
 Pooled: Nil  
 Options: 100,000  
 Other: Nil 
    	 Managing Director, Quest Capital Corp.
      from July 7, 2003 to present; Chairman and Director, Viceroy Resource Corporation
      from Nov. 2002 to June 30, 2003; President & Director of Quest Investment
      Corporation from July 2002 to June 30, 2003; President, Quest Ventures Ltd.,
      Dec. 1996 to present; Director Arapaho Capital Corp. from 1998 to June 30,
      2003; and Director, Quest Management Corporation, Jan. 1997 to present. 
    
	 Michael D. Winn  
 929 Emerald
      Bay  
 Laguna Beach, CA  
 92651  
 	 Director  	 Free: 25,000 Indirectly  

      Escrowed: Nil  
 Pooled: Nil  
 Options: 100,000  

      Other:  	 VP Corporate Development, Quest Capital
      Corp. since July 7, 2003 to present; VP Corporate Development, Viceroy Resource
      Corporation from Nov. 2002 to June 30, 2003; President, Terrasearch Inc.
      (financial consulting company), Jan. 1997 to present.  


 6



 

	 Name and Residential  
 Address 
      
 
 	 Position Held with  
 Issuer 
    	 No. of Securities Held (1)  	 Principal Occupation 
 for the Past
      Five Years 
	 Susan M. Neale  
 3445 West 1
      st Avenue  
 Vancouver, BC  
 V6R 1G6  	 Chief Financial Officer  	 Free: 47,625 Direct  
 Escrowed:
      Nil  
 Pooled: Nil  
 Options: 75,000  
 Warrants:
      5,000  	 Certified General Accountant; Chief
      Financial Officer, Quest Capital Corp. since July 7, 2003 to present; Chief
      Financial Officer, Viceroy Resource Corporation, Aug. 2001 – June 30,
      2003; Controller of Viceroy Resource Corporation, June 1996 to May 2000. 
    
	 Kim C. Casswell  
 23209 –
      123 rd Avenue  
 Maple Ridge, BC  
 V2X 4E1  	 Corporate Secretary  	 Free: Nil  
 Escrowed: Nil 
      
 Pooled: Nil  
 Options: 25,000  
 Other: Nil 
    	 Corporate Secretary, Viceroy Resource
      Corporation to July 7, 2003; Corporate Secretary, CVL Resources Ltd., and
      Sennen Resources Ltd. to Dec. 2001; Corporte Secretary, Chase Resource Corporation
      and Essex Resource Corporation, Corporation to Aug. 2001.  
	 Quest Capital Corp.  
 300 –
      570 Granville Street  
 Vancouver, BC V6C 3P1  	 Promoter  	 Free: 1,001,451 (2)  
 Escrowed:
      Nil  
 Pooled: Nil  
 Options: Nil  
 Other: Nil 
    	 Not Applicable  




	 	(1) 
	Effective immediately following the date of listing
        including share and warrants purchased pursuant to the Private Placement. 
      

	 	 	 
	 	(2) 
	Assumes the completion of the sale of 1,775,000 shares
        by Quest Capital Corp. following listing.  

	 	 	 
	(b) 	If any director, officer
        or Promoter of the Issuer is, or has been within the past three
        years, a director, officer or Promoter of any other reporting issuer,
        provide the following information:  

	 	 	 
	 	(i)
	state the number of other issuers of which
        he is currently a director, officer, or promoter and the
        names of any reporting issuers with which he was involved
        in the past five years, including the names, markets upon
        which they trade, and the approximate start and ending dates; and
      



 W. David Black is currently a director, officer or promoter
  of 7 other reporting issuers and within the past five years has been a director,
  officer or promoter of the following other reporting issuers: 

 7



 

	 Name of Issuer  	 Position Held  	 Market on  
 Which it Traded 
    	 Period  
	 Quest Capital Corp  (1) 
    	 Director  	 TSX  	 05/1983 to present  
	 Pacific Wildcat Resources  	 Director  	 TSX Venture  	 04/1994 to present  
	 Maxy Oil & Gas Inc.  	 Director  	 TSX Venture  	 09/1998 to present  
	 Watersave Logic Corporation  	 Secretary  	 TSX Venture  	 08/2001 to present  
	 Southwestern Resources Corp.  	 Director  	 TSX  	 06/2000 to present  
	 Spur Ventures Inc.  	 Director  	 TSX Venture  	 06/2000 to present  
	 SpectrumGold Inc.  	 Director  	 TSX  	 04/2003 to present  
	 Rival Energy Inc.  	 Director  	 TSX Venture  	 02/2000 to 06/2003  
	 Bradstone Equities Partners Inc.  	 Director  	 TSX  	 06/1997 to 07/2002  
	 Peruvian Gold Limited  	 Director  	 TSX Venture  	 06/1998 to 07/2002  
	 Profco Resources Ltd.  	 Director  	 TSX Venture  	 01/1992 to 12/1998  
	 Jeda Petroleum Ltd.  	 Director  	 TSX Venture  	 11/1995 to 02/2000  
	 Clickhouse.com  	 Secretary  	 TSX Venture  	 10/1997 to 03/2000  
	 Petrolex Engery Corp.  	 Director  	 TSX  	 11/1996 to 04/2000  
	 Polymet Mining Corp.  	 Director  	 TSX Venture  	 08/1999 to 05/2000  


 (1) Formerly Viceroy Resource Corporation
 Michael H. Halvorson is currently a director, officer or promoter
  of 10 reporting issuers and within the past five years has been a director,
  officer or promoter of the following other reporting issuers: 

	 Name of Issuer  	 Position Held  	 Market on  
 Which it Traded 
    	 Period  
	 Consolidated Trillion Resources Ltd.  	 Director/Officer  	 TSX  	 10/1993 to 09/2000  
	 Oro Belle Resources Corporation  	 Director  	 VSE  	 02/1997 to 06/1998  
	 Quest Capital Corporation(1)  	 Director  	 TSX  	 06/1996 to present  
	 SpectrumGold Inc.  	 Director  	 TSX  	 10/2003 to present  
	 Western Silver Inc.  	 Director  	 TSX  	 10/1997 to present  
	 Gentry Resources Ltd.  	 Director  	 TSX  	 10/1997 to present  
	 Sloane Petroleum Inc.  	 Director  	 TSX Venture  	 06/1998 to 03/2001  
	 Radiant Resources Inc.  	 Director  	 TSX Venture  	 04/1998 to present  
	 Orezone Resources Inc.  	 Director  	 TSX  	 05/1999 to 08/2002  
	 Orezone Resources Inc.  	 Director  	 TSX  	 06/2003 to present  
	 Royal County Minerals Corp.  	 Director  	 TSX Venture  	 06/2001 to present  
	 Predator Capital Inc.  	 Director  	 TSX Venture  	 09/2000 to 06/2003  
	 Luxor Developments Ltd.  	 Director  	 TSX Venture  	 05/2001 to present  
	 Majescor Resources Inc.  	 Director  	 TSX Venture  	 09/2002 to present  
	 Newcastle Minerals Inc.  	 Director  	 TSX Venture  	 06/2002 to present  
	 Esperanza Silver Corporation (listing application
      pending)  	 Director  	 TSX Venture  	 04/2003 to present  


 (1) Formerly Viceroy Resource Corporation.
 Robert V. Matthews is not a director, officer or promoter
  of any other reporting issuers but within the past five years has been a director,
  officer or promoter of the following other reporting issuers: 

 8





 

	 Name of Issuer  	 Position Held  	 Market on  
 Which it Traded 
    	 Period  
	 Quest Capital Corp. (1) 	 Director  	 TSX  	 06/1998 to 06/2003 


 (1) Formerly Viceroy Resource Corporation.
 Ronald K. Netolitzky is currently a director, officer or promoter of 10 other
  reporting issuers and within the past five years has been a director, officer
  or promoter of the following other reporting issuers: 

	 Name of Issuer  	 Position Held  	 Market on  
 Which it Traded 
    	 Period  
	 Brett Resources Inc.  	 Director  	 TSX Venture  	 08/1993 to present  
	 Golden Band Resources Inc.  	 Director  	 TSX Venture  	 07/1989 to present  
	 Santoy Resources Ltd.  	 Director/President  	  	 08/1995 to present  
	 Strongbow Resources Inc.  	 Director  	 TSX Venture  	 08/1990 to present  
	 Skeena Resources Limited  	 Director  	 TSX Venture  	 04/1983 to present  
	 Solomon Resources ltd.  	 Director  	 TSX Venture  	 08/1989 to present  
	 Consolidated Trillion Resources Ltd.  	 Director  	 OTCBB-USA  	 10/1987 to present  
	 Aurcana Corporation  	 Director  	 TSX Venture  	 09/1997 to present  
	 American Bonanza Gold Mining Corp.  	 Director  	 TSX Venture  	 08/1997 to 07/2002  
	 Canico Resources Corp.  	 Director  	 TSX  	 12/2001 to 09/2002  
	 Quest Capital Corporation (1)  	 Director  	 TSX  	 05/1996 to present  
	 SpectrumGold Inc.  	 Director  	 TSX  	 04/2003 to present  
	 Pacalta Resources Limited  	 Director  	  	 04/1987 to 04/1999  


 (1) Formerly Viceroy Resource Corporation.
 A. Murray Sinclair is currently a director, officer or promoter
  of 20 other reporting issuers and within the past five years has been a director,
  officer or promoter of the following other reporting issuers: 

	 Name of Issuer  	 Position Held  	 Market on  
 Which it Traded 
    	 Period  
	 Antrim Energy Inc.  	 Director  	 TSX  	 10/2002 to present  
	 Arapaho Capital Corp.  	 Director  	 TSX Venture  	 06/1998 to present  
	 Aurora Platinum Corp.  	 Director  	 TSX Venture  	 05/2000 to present  
	 Breakwater Resources Ltd.  	 Director  	 TSX  	 07/1993 to present  
	 Coubran Resources Ltd.  	 Director  	 TSX Venture  	 01/2000 to present  
	 Elgin Resources Ltd.  	 Director  	 TSX Venture  	 12/2000 to present  
	 Gabriel Resources Ltd.  	 Director  	 TSX Venture  	 06/2003 to present  
	 General Minerals Corporation  	 Director  	 TSX  	 06/2003 to present  
	 Goodfellow Resources Ltd.  	 Director  	 TSX Venture  	 03/2003 to present  
	 Groundstar Resources Limited  	 Director/President  	 TSX VenturE  	 01/2003 to present  
	 Kirkland Lake Gold Inc.  	 Director  	 TSX  	 07/1994 to present  
	 Lagasco Corp.  	 Director  	 TSX Venture  	 03/2001 to present  
	 Marchwell Capital Corp.  	 Director  	 TSX Venture  	 05/1996 to present  
	 New Inca Gold Ltd.  	 Director  	 TSX Venture  	 05/1998 to present  
	 Quest Capital Corp. (1)  	 Director  
 Managing Director  

      Chairman  	 TSX  
 TSX  
 TSX  	 06/2002 to present  
 07/2003 to present 
      
 12/2002 to 07/2003  
	 Rentcash Inc.  	 Director  	 TSX Venture  	 05/2002 to present  
	 Skye Resources Inc.  	 Director  	 TSX Venture  	 01/2002 to present  




  9





 

	 Name of Issuer  	 Position Held  	 Market on  
 Which it Traded 
    	 Period  
	 Upland Resource Corporation  	 Director/President  	 TSX Venture  	 09/2002 to present  
	 Wolfden Resources Inc.  	 Director  	 TSX Venture  	 08/2000 to present  
	 AimGlobal Technology Company Inc.  	 Director  	 TSX Venture  	 07/2001 to 08/2001  
	 Avatar Petroleum Inc.  	 Director  	 TSX Venture  	 07/2202 to 06/2003  
	 Arlington Ventures Ltd.  	 Director  	 TSX Venture  	 03/1996 to 10/1999  
	 Belvedere Resources Ltd.  	 Director  	 TSX Venture  	 08/1003 to 10/2002  
	 Berkley Resources Inc.  	 Director  	 TSX Venture  	 06/2002 to 11/2202  
	 Bradstone Equity Partners, Inc.  	 Director  	 TSX Venture  	 06/2002 to 07/2002  
	 Can West Exploration Inc.  	 Director  	 TSX Venture  	 06/1998 to 06/1999  
	 Fifty-Plus.Net International Inc.  	 Director  	 TSX Venture  	 06/1997 to 10/2002  
	 Glenex Industries Inc.  	 Director  	 TSX Venture  	 09/2001 to 09/2001  
	 Goodfellow Resources Ltd.  	 Vice-President  	 TSX Venture  	 12/2002 to 10/2003  
	 Habanero Resources Inc.  	 Director  	 TSX Venture  	 05/1993 to 01/1999  
	 Kast Telecom Inc.  	 Director  	 TSX Venture  	 12/1996 to 04/2000  
	 Magnifoam Technology Inc.  	 Director  	 TSX Venture  	 02/1998 to 09/2000  
	 Navan Capital Corp.  	 Vice-President  	 TSX Venture  	 02/2000 to 09/2003  
	 PetroFalcon Corporation  	 Director  
 President &
      CEO  	 TSX Venture  
 TSX Venture 
    	 11/2001 to 06/2003  
 07/2002
      to 06/2003  
	 Pickle Crow Resources Inc.  	 Director/President  	 TSX Venture  	 08/1997 to 12/1999  
	 Quest Investment Corporation  	 Director/President  	 TSX  	 07/2002 to 06/2003  
	 Reliant Ventures Ltd.  	 Director  	 TSX Venture  	 12/1999 to 09/2002  
	 Reserve Royalty Corp.  	 Director  	 TSX Venture  	 02/2000 to 07/2002  
	 Rodin Communications Corporation  	 Director  	 TSX Venture  	 02/2000 to 10/2000  
	 Roseland Resources Ltd.  	 Director  	 TSX Venture  	 10/1997 to 09/1999  
	 RTO Enterprises Inc.  	 Director  	 TSX Venture  	 08/1993 to 12/2000  
	 Sextant Entertainment Group Ltd.  	 Director  	 TSX Venture  	 12/1996 to 12/2001  
	 Simmonds Capital Limited  	 Director  	 TSX Venture  	 06/1998 to 09/1998  
	 Stockscape  	 Director  	 TSX Venture  	 06/1999 to 07/2002  
	 Suite101.com, Inc.  	 Director  	 TSX Venture  	 03/1997 to 12/1998  
	 Vista Gold Corp.  	 Director  	 TSX  	 02/2002 to 10/2002  


(1) Formerly Viceroy Resource Corporation.
 Michael D. Winn is currently a director, officer or promoter
  of 7 other reporting issuers and within the past five years has been a director,
  officer or promoter of the following other reporting issuers: 

	 Name of Issuer  	 Position Held  	 Market on  
 Which it Traded 
    	 Period  
	 Aurora Platinum Corp.  	 Director  	 TSX Venture  	 05/2000 to present  
	 General Minerals Corp.  	 Director  	 TSX  	 06/2003 to present  
	 Lake Shore Gold Corp.  	  Director  	 TSX Venture  	 12/2002 to present  
	 Mena Resources Inc.  	 Director  	 TSX Venture  	 06/2002 to present  
	 Quest Capital Corp (1)  	 Director  /Officer  	 TSX  	 07/2002 to present  
	 Superior Diamond Corp.  	 Director  	 TSX Venture  	 08/2002 to present  
	 SpectrumGold Inc.  	 Director  	 TSX  	 04/2003 to 08/2003  
	 Francisco Gold Corp.  	 Director  	 TSX Venture  	 06/2002 to 11/2001  
	 Kenetech Corp.  	 Director  	 Nasdaq  	 11/1999 to 12/2000  



  (1) Formerly Viceroy Resource Corporation.
 10




 Susan M. Neale is currently a director, officer or promoter of 1 other reporting
  issuer and within the past five years has been a director, officer or promoter
  of the following other reporting issuers: 

	 Name of Issuer  	 Position Held  	 Market on  
 Which it Traded 
    	 Period  
	 Quest Capital Corp. (1)  	 Officer  	      TSX  	 09/2001 to present  


 (1) Formerly Viceroy Resource Corporation.
 Kim C. Casswell is not a director, officer or promoter of
  any other reporting issuers and within the past five years has been a director,
  officer or promoter of the following reporting issuers: 

	 Name of Issuer  	 Position Held  	 Market on  
 Which it Traded 
    	 Period  
	 Quest Capital Corp. (1)  	 Officer  	 TSX  	 06/2001 to 07/2003  
	 CVL Resources Ltd.  	 Officer  	 TSX Venture  	 01/1996 to 12/2001  
	 Essex Resource Corporation  	 Officer  	 TSX  	 03/1996 to 08/2001  
	 Sennen Resources Ltd.  	 Officer  	 TSX Venture  	 06/1997 to 12/2001  
	 Chase Resource Corporation  	 Officer  	 TSX  	 03/1995 to 08/2001  



(1)  Formerly Viceroy Resource Corporation. 



	 	 	 (ii)	 state the name of any issuer which was, during
        the period he was a director, officer or promoter of the Issuer, struck
        from the applicable corporate registry, or whose securities were the subject
        of a cease trade order or suspension order for a period of more than thirty
        consecutive days. Describe as well the reasons for the striking off, cease
        trade or suspension order. 



 None of the directors, officers and promoters of the Issuer
  were a director, officer or promoter of any other reporting issuer during the
  past three years that was struck from the applicable corporate registry or had
  its securities subject to a cease trade or suspension order (excluding halts
  or suspensions in trading in respect of a change of business, reverse take-over,
  qualifying transaction or inactive status) for a period of more than 30 consecutive
  days except as follows: 

 On November 28, 2001, Quest Ventures Ltd. ("Quest Ventures"),
  a company in which A. Murray Sinclair is a shareholder and director, participated
  in a private placement of 4,000,000 common shares in Pretium Industries Inc.
  (formerly VisuaLABS Inc.) ("Pretium"). Pretium is a corporation the common shares
  of which trade on the TSX Venture. Subsequent to the private placement, Mr.
  Sinclair was appointed director of Pretium. Notwithstanding that Pretium received
  the appropriate approvals prior to the completion of the private placement,
  including that of the Canadian Venture Exchange Inc. (the predecessor to TSX
  Venture), an existing shareholder of Pretium appealed the approval of the TSX
  Venture to the British Columbia Securities Commission ("BCSC"). On February
  27, 2002, the BCSC rendered a decision, that among other items, provided as
  follows: 

 11




 Under section 161(1)(c) of the Securities Act (British
  Columbia) that the exemptions described in sections 44 to 47, 74, 75, 98 and
  99 did not apply to Pretium until a meeting of shareholders had been held at
  which the shareholders of Pretium ratified the private placement noted above.
  Under section 161(1)(c) of the Securities Act (British Columbia) that
  the exemptions described in sections 44 to 47, 74, 75, 98 or 99 did not apply
  to Quest Ventures in respect of the 4,000,000 common shares of Pretium Inc.
  issued to Quest Ventures pursuant to the private placement noted above until
  a meeting of shareholders had been held at which the shareholders of Pretium
  Industries Inc. ratified the private placement noted above.

 On April 19, 2002, the BCSC issued a Variation Order with
  respect to the above decision that provided as follows: 

	 1.      
	 on May 23, 2002, Pretium held the annual
        and special meeting of its shareholders at which the shareholders would
        elect the board of directors of Pretium; 

	 
	 2.      
	 at the meeting, before the election of
        the board, the shareholders would vote whether to ratify Pretium's issuance
        of 4,000,000 shares to Quest Ventures on November 28, 2001, or to direct
        the board to take all necessary steps to reverse the issuance of the Quest
        Ventures shares; 

	 
	 3.      
	 the ratification of the issuance of the
        Quest Ventures shares be by way of resolution passed by a majority of
        the votes cast at the meeting, other than votes attaching to shares owned,
        directly or indirectly, by: 

	 
	 	 (a)     
      
	 Quest Ventures, the officers or directors of Quest Ventures, the officers
      or directors of Pretium, or the associates of any of them, or 
	 
	 	 (b)      
	 Sheldon Zelitt, Joy Zelitt or Downsview; 
	 
	 4.      
	 the information circular provided to the
        shareholders in connection with the meeting disclose all material facts
        relating to the issuance of the Quest Ventures shares; 

	 
	 5.      
	 if the shareholders did not ratify the
        issuance of the Quest Ventures shares: 

	 
	 	 (a)      
	 the Quest Ventures shares cannot could not be voted in respect of the
      election of the board at the meeting; and 
	 
	 	 (b)      
	 the boards of Pretium and Quest Ventures would take all necessary steps
      to reverse the issuance of the Quest Ventures shares. 


 A meeting of the shareholders of Pretium was held on May 23,
  2002 at which time the issuance of 4,000,000 Pretium shares to Quest Ventures
  was ratified by the shareholders. 

 12





 

	 (c)      	 State whether any director, officer,
        promoter or Insider has received from the Issuer: 

	 
	 	 (i) 
            
	 direct or indirect remuneration within the
        past year and provide particulars, including name of recipient, level
        of remuneration, and duties performed; or anything of value within the
        past year which has not been disclosed elsewhere in the Listing Application
        and provide particulars. Anything of value includes money, securities,
        property, contracts, options or rights of any kind, whether received directly
        or indirectly. 





	1. 	 The Issuer is currently
        in negotiations with Quest Management Corporation whereby Quest Management
        will provide administrative and corporate services, and office space.
        Terms of the agreement are being finalized and will be within normal industry
        standards.  

	 	  
	2. 	 The Issuer entered into
        a Consulting Services Agreement (the "Agreement") dated July 1, 2003 with
        Keewatin Consultants Inc. ("Keewatin") whereby, Ronald K. Netolitzky as
        Principal of Keewatin (the "Consultant"), will act as President and Chief
        Executive Officer of the Company. Remuneration for these services will
        be a monthly retainer of CDN$7,500. In addition, reimbursement for reasonable
        travel expenses, food, lodging and sundry expenses and other reasonable
        out-of-pocket expenses incurred in connection with the scope of work as
        outlined in the Agreement, will be made. As incentive to the Consultant,
        additional stock options will granted to the Consultant as considered
        appropriate from time to time.  

	 	  
	(d) 	 If any director, officer,
        promoter or other member of Management of the Issuer has,
        within the ten years before the date of this Listing Application been
        subject to any penalties or sanctions imposed by a court
        or a securities regulatory authority relating to trading
        in securities, promotion or management of a publicly traded issuer,
        or theft or fraud, describe the penalties or sanctions imposed. 
      



 No director, officer or promoter of the Company has, within
  the ten years prior to the date of this Listing Application has been subject
  to any penalties or sanctions imposed by a court or securities regulatory authority
  relating to trading in securities, promotion or management of a publicly traded
  issuer, or theft or fraud. 

	 (e)	 If any director, officer, promoter or other
        member of Management of the Issuer has, within the five years before the
        date of this Listing Application been declared bankrupt or made a voluntary
        assignment in bankruptcy, made a proposal under any legislation relating
        to bankruptcy or insolvency, or been subject to or instituted any proceedings,
        arrangements or compromise with creditors, or had a receiver, receive
        manager, or trustee appointed to hold the assets of that individual, state
        the fact. 



 No director, officer or promoter of the Company has, within
  the ten years prior to the date of the Annual Information Form, been declared
  bankrupt or made a voluntary assignment

 13




 in bankruptcy, made a proposal under any legislation relating
  to bankruptcy or insolvency or been subject to or instituted any proceedings,
  arrangement or compromise with creditors or had a receiver, receiver manager
  or trustee appointed to hold the assets of that individual. 

	(f) 	Give the full name, residential or postal address
        and number of equity shares, separated by type into (a) escrowed, (b)
        legended, and (c) all other shares, beneficially owned by the 5 largest
        shareholders and by each person who is known by the Issuer's directors
        to directly or indirectly beneficially own or control more than 10% of
        the voting securities of the Issuer other than those persons disclosed
        in Item 3(a). If the beneficial owner is a non-individual, provide the
        information required by General Instruction (g). 



 The name, addresses and number of equity shares, separated
  by type into (a) escrowed, (b) legended, and (c) all other shares, beneficially
  owned by the five largest shareholders and each person who is known by the Issuer's
  directors to directly or indirectly beneficially own or control more than 10%
  of the voting securities of the Issuer other than those persons disclosed in
  Item 3(a) are as follows: 

	 Name & Address(1) 
       	  Number of Shares(1) 
       	 Percentage of Outstanding 
 Shares(2)
      
	 CDS & Co.  
 25 The Esplanada 
      
 P.O. Box 1038  
 Stn A  
 Toronto, Ontario  

      M5W 1G5  
 	  Escrowed: Nil  
  Legended:
      Nil  
  Other: 8,492,359 (Common)  	 47.2% 
	 Quest Capital Corp.  
 300
      – 570 Granville St.  
 Vancouver, BC V6C 3P1  
 	  Escrowed:Nil  
  Legended:Nil 
      
  Other: 1,001,451 (Common) (3)  
     	 5.6% 
	 CEDE & Co.  
 55 Water
      Street  
 First Sub Level  
 New York, NY  
 10041 
      
 	  Escrowed: Nil  
  Legended:
      Nil  
  Other: 1,391,640  	    7.7% 
	 Exploration Capital Partners 2000 
      

      Limited Partnership  
 7770 El Camino Real  
 Carlsbad,
      CA  
 	  Escrowed: Nil  
  Legended:
      Nil  
  Other: 579,500  	 3.2% 
	 Arthur Rule IV &  
 Bonnie
      Rule Co Tr FBO  
 The Rule Family TR UAD  
 17/12/98 
      
 Limited Partnership  
 7770 El Camino Real  
 Carlsbad,
      CA  
 	  Escrowed: Nil  
  Legended:
      Nil  
  Other: 200,000  	 1.1% 




	 (1)      	 This information is based on the list of registered
        shareholders of the Issuer unless the Issuer has been otherwise advised.
      



 14



 

	(2) 	 Based on the issued and outstanding share capital of 18,000,000
      common shares assuming completion of the Private Placement.  
	 	  
	(3) 	 Assumes the completion of the sale of 1,775,000 shares by
      Quest Capital Corp. following listing.  


4.        Corporate Information 


	(a) 	State the authorized and issued share capital
        of the Issuer and briefly outline any material rights and
        restrictions attached to the share capital, such as voting, preference,
        conversion or redemption rights.  



The Issuer's authorized share capital consists of 300,000,000
  common shares divided into 100,000,000 First Preferred Shares, 100,000,000 Second
  Preferred Shares and 100,000,000 Common Shares without par value of which 18,000,000
  Common Shares are issued and outstanding as fully paid and non-assessable as
  of the date of this Listing Application assuming completion of the Private Placement.

 Holders of the Issuer's Shares are entitled to one vote per
  share at all meetings of shareholders, to receive dividends as and when declared
  by the directors and to receive a pro rata share of the assets of the
  Issuer available for distribution to holders of the Issuer's Shares in the event
  of liquidation, dissolution or winding-up of the Issuer. All rank pari passu,
  each with the other, as to all benefits which might accrue to the holders of
  common shares. 

 Issuer's First Preferred Shares/Second Preferred Shares

 The Issuer's First Preferred Shares and the Issuer's Second
  Preferred Shares may be issued in one or more series. The directors of the Issuer
  may by resolution of the directors before the issue of any series alter the
  Issuer's Memorandum to fix the number of preferred shares in a series and create,
  attach and define special rights such as payment of dividends and rights of
  redemption, conversion and retraction. Holder of the Issuer's First Preferred
  Shares of each series rank on a parity with the Issuer's First Preferred Shares
  of every other series and are entitled to preference over the Issuer's Second
  Preferred Shares, and the Issuer's Shares. Holders of the Issuer's Second Preferred
  Shares of each series rank on a parity with the Issuer's Second Preferred Shares
  of every other series and are entitled to preference over the Issuer's Shares.


	 (b)	 In table format, provide details of securities
        sold for cash in the past 24 months. Indicate by month and year each block
        of securities sold, price per share, commissions per share, total cash
        received and total commission paid. Indicate whether the securities were
        issued as part of a public offering or a private placement. 



The particulars of the Issuer's Shares issued for cash pursuant
  to the Private Placement during the past 24 months are set out in the following
  table: 

15



 

	 Date 	 Number of  
 Shares 
    	 Price per  

      Share  	 Purpose of  
 Issuance 
    	 Commission 
 paid per
      Share (2) 	 Total  
 Consideration 
    	 Total  
 Commission 
    
	 (1) 	 4,200,000  	 $0.50  	 Private  
 Placement 
    	 6% 	 $2,100,000  	 $102,300  




	 (1)	 Date of Listing. 

	 	 
	 (2)	 A commission of 6% has been paid as a finder's fee
        to certain brokerage firms in connection with the Private Placement. 

	 	 
	 (3)	 A total of 350,000 Broker's Warrants will be issued
        as a finder's fee in connection with the Private Placement. Each Broker's
        Warrant entitles the holder to acquire an additional share for a period
        of one year at an exercise price of $0.60. 

	 	 
	(c) 	In table format, provide details of securities
        issued for other than cash in the past 24 months. Give a brief description
        of the properties or other assets acquired, debts or services settled
        and value attributed thereto. 





	 Date  	 Number of Shares  	 Deemed Price Per Share 
    	 Purpose of Issuance  
	 June 30, 2003  	 13,800,000  	 $0.47  	 Pursuant to Plan of  
 Arrangement(1) 
    




	(1) 	 Pursuant to the Arrangement,
        the Issuer acquired all of the issued shares of Oro Belle Resources Corporation
        which, through wholly-owned subsidiaries, held Argentine mineral exploration
        assets and approximately $500,000 in cash. The number of shares and price
        per share were supported by a fairness opinion dated May 6, 2003 issued
        in connection with the Arrangement by Ross Glanville.  

	 	  
	(d) 	 Provide details of
        any dividends paid indicating date, amount per share and total
        amount paid on each distribution.  



 The Issuer has not paid dividends since its incorporation.
  The Issuer currently intends to retain all available funds, if any, for use
  in its business and does not anticipate paying any dividends for the foreseeable
  future. 

	 (e)	 Provide the date of the Issuer's fiscal year end. 


 The Issuer's fiscal year end is June 30. 

	 (f)	 Provide in table format, a list of all subsidiaries
        or other companies controlled by the Issuer, together with the date and
        manner of incorporation, the authorized and issued share capital, the
        nature of business and the percentage of each class of shares directly
        or indirectly beneficially owned or controlled by the Issuer.
      



 The following table sets forth the organization of the Issuer
  and its direct and indirect subsidiaries and their jurisdictions of incorporation:

 16



 

	 Name  	 Date and Manner of  

      Incorporation  	 Authorized &  

      Issued Share  
 Capital  	 Nature of Business  	 Percentage 
 and Class
      of 
 Shares Held 
	 Oro Belle Resources  
 Corporation 
    	 December 14, 1995 
 Amalgamation
      British Columbia 	 100,000,000 Common Shares NPV 
      
 Issued: 13,800,000  	 Holding Company  	 100% 
	 Minera De Oro (BVI)  	 December 7, 1994

      British Virgin Islands, International Business Companies Act 	 50,000,000 Common Shares with a par
      value of $1.00 each 
 Issued: 100  	 Holding Company  	 100% 
	 Minas Argentinas  
 (Barbados) Inc. 
    	 December 7, 1994 

      Barbados  	 Unlimited number of Common Shares 
      NPV 
 Issued: 6,000,000  	 Holding Company  	 100% 
	 Minas Argentinas S.A  	 March 10, 1994 (charter expires in
      99 years) Argentina  	 12,000 Common Shares with a par value
      of $1.00 each 

      Issued: 12,000  	 Mineral Exploration  	 100% 




	(g) 	State the distribution of issued capital as of the most recent month-end
      in the following form: 




	  	 Number and Type of Securities 
    	 Number of Holders 
	 I.  	 Securities not subject to escrow,
      pooling or other restrictions on transfer: 	  	 
	 A)  	 Distributed and in the hands of the
      public (excluding the promoters, officers, directors, and insiders of the
      Issuer and their associates). 	 10,217,401 Common Shares 
    	 3,365(4) 
	 B)  	 Distributed and in the hands of the
      promoters, officers, directors, and insiders of the Issuer and their associates.
    	 1,807,599 Common Shares (1) 
    	 8 
	 II.  	 Securities subject to escrow,
      pooling or other restrictions on transfer: 	  	 
	 A)  	 Distributed and in the hands of the
      public (excluding the promoters, officers, directors, and insiders of the
      Issuer and their associates). 	 5,705,000 Common Shares (2) 
    	 72 
	 B)  	 Distributed and in the hands of the
      promoters, officers, directors, and insiders of the Issuer and their associates.
    	 270,000 Common Shares (3) 
    	 5 
	  	 

      TOTAL  	 18,000,000 Common Shares(4)  	 3,450(5) 




	 (1)	 Assumes the completion of the sale of 1,775,000
        common shares by Quest Capital Corp. following listing. 



 17





 

	 (2)	 Shares to be issued pursuant to the Private Placement
        that will be subject to a four month exchange and securities commission
        hold period from the date of listing of the Issuer on the Exchange. 

	 
	 (3)	 Shares to be issued pursuant to the Private Placement
        that will be subject to a four month exchange and securities commission
        hold period from the date of listing of the Issuer on the Exchange. 

	 
	 (4)	 Assuming completion of the Private Placement. 

	 
	 (5)	 Based on share range analysis as at September 18,
        2003 provided to the Issuer. 

	 	 
	h) 	Confirm that, as of the execution date, there
        were more than 200 shareholders holding a Board Lot of free trading shares.



As of the date of this Listing Application there were more
  than 200 shareholders holding a Board Lot of free trading shares of the Issuer.
  Based on a share range analysis report conducted by ADP Proxy on September 24,
  2003, there were 1,057 shareholders holding a Board Lot of 500 free trading
  shares or more of the Issuer. 

 5.        Shares of the Issuer Held
  in Escrow, Legended, or Subject to Hold Restrictions 

	(a) 	Briefly describe the number and the material terms governing release
      and cancellation of all escrow shares.


The Issuer does not have any shares held in escrow.

	(b) 	Briefly describe the number and material terms governing release
      of all legended shares. 


Pursuant to the Private Placement there will be 4,200,000 shares
  and any shares issued pursuant to warrants with a hold period of four (4) months
  from the date of listing of the Issuer on the Exchange. In addition, the 1,775,000
  shares which are being sold by Quest will be subject to a four month securities
  commission hold period from the date of listing of the Issuer on the Exchange.


	(c) 	State the number and briefly describe the material
        terms governing any other securities which are subject to an unexpired
        hold period originally imposed pursuant to any applicable Securities Laws,
        stock exchange or other similar regulatory authority. 



Not applicable. 

	(d) 	State the names and addresses of owners of
        more than a 5% interest in the escrowed shares, and the number and type
        of shares held by each. 



 Not applicable.

 18




 6.        Options to Purchase Securities
  of the Issuer 

	(a) 	Disclose in the aggregate all options, share
        purchase warrants, rights or agreements to issue securities by the Issuer,
        or by a present shareholder, which have not been disclosed elsewhere in
        the Listing Application. 



 Stock Options

 On September 12, 2003, the Issuer granted a total of 700,000
  incentive stock options to directors and officers of the Issuer exercisable
  at $0.50 per share for a term of five years. 

 On September 18, 2003, the Issuer granted a total of 200,000
  incentive stock options to Ronald K. Netolitzky exercisable for a period of
  five years at $0.60 per share or the average trading price of the Company's
  stock for the first five days of trading in the Company's stock, whichever is
  the greater. 

Share Purchase Warrants

 In aggregate, there will be 4,200,000 share purchase warrants
  outstanding upon completion of the Private Placement. Each warrant will be exercisable
  into one common share for a period of three years at a price of $0.60 per share.
  If for a period of 20 consecutive business days the closing price of the Issuer
  is at or above $1.20, then the warrant shall expire 30 days following delivery
  of notice.

 In addition, upon completion of the Private Placement there
  will be a finder's fee of 350,000 Broker's Warrants outstanding to acquire an
  additional share at an exercise price of $0.60 per share for a period of one
  year from the date of listing. 

	(b) 	Options granted to employees (other than management employees) can
      be shown in the aggregate. 


The Issuer has not granted any options to employees (other
  than management employees) to purchase its shares. 

 7.        Natural Resource Properties
  

For each resource property:

	 (a)   
          
	 Describe the interest owned, leased,
        held under option, or to be acquired by the Issuer. The description should
        include: 

	 
	 	 (i) 
            
	 the total consideration paid and payable, 
	 
	 	 (ii)   
          
	 nature and state of title or interest, 
	 
	 	 (iii)   
          
	 the geographical area, including lot and range numbers or claim
      numbers and acreage, as applicable, 


 19



 

	 	 (iv)   
          
	 plant and equipment on the property and Issuer's
        contribution to costs and share in revenues where these are not identical,
        and 

	 
	 	 (v) 
            
	 any applicable royalties, profit sharing,
        carried interests, etc. 

	 
	 (b)   
          
	 State whether an Insider or promoter
        has held any interest in the property in the past 3 years, and if so,
        state the date and terms of the acquisition and the cost of the property
        to the vendor. 

	 
	 (c)   
          
	 Describe any material exploration
        and development work carried out on the property to date, the cost of
        the work, the results of such work and any exploration and development
        work which the Issuer proposes to carry out on the property, the cost
        of the proposed work and the proposed source of funds. 

	 
	 (d)   
          
	 State the date and the author of
        any Geological Report on the properties, and include one copy of any Geological
        Report prepared regarding the properties. 

	 
	 (e)   
          
	 Disclose any commitments respecting
        the property such as installments of cash or shares required to maintain
        an option, or exploration programs or drilling obligations to maintain
        a lease. 

	 
	 (f)   
          
	 For each property that is currently
        producing revenue for the Issuer, state the total revenue, net to the
        Issuer, (i) in the latest complete fiscal year and (ii) currently, on
        a montly basis. State the nature of any royalties or other charges against
        production. 



 Mining Properties - If work done on the property
  has established the existence of reserves of proven, probable or possible ore,
  disclose the estimated tonnage and grade of each class of ore reserves as well
  as the name of the person making the estimates and the nature of his relationship
  to the Issuer. If the property has no known ore reserves, disclose. 

 Oil and Gas Properties –
  If reserves have been assigned in a Geological Report acceptable to the regulatory
  authorities, identify the report by author and date, and state the category
  (proved producing, proved non-producing, probable additional), type (crude oil,
  synthetic oil, natural gas, natural gas liquids, sulphur) and values assigned.
  Provide in table format the proven and probable reserves indicating physical
  volumes and future net cash flows discounted at 0%, 10%, 15% and 20%. Estimates
  should be based on constant current prices and costs. Tabulate the current status
  of the wells. If the property has no known reserves of oil and gas, disclose.
  


  Gualcamayo Project

   Acquisition



 ViceroyEx's properties are located in Argentina and were held
  indirectly by Oro Belle Resources Corporation ("Oro Belle"). Minas Argentinas,
  S.A. ("MASA"), an indirect wholly-owned Argentinean subsidiary of Oro Belle,
  controls a portfolio of mineral

 20




 projects consisting of a land position in excess of 70,000
  hectares and an extensive geological and geochemical database. The principal
  MASA property is the Gualcamayo gold project. In addition to Gualcamayo, MASA
  controls four other less advanced properties including Salamanca, Las Fleches,
  Evelina, and Las Carachas

 The properties were acquired under the Arrangement with Quest
  as described in Item 1.0. The value of the Argentinean properties was based
  on a Fairness Opinion completed for Viceroy by Ross Glanville and Associates
  as part of the Arrangement. In the opinion Glanville states that the value as
  of December 2002 of all of MASA's properties acquired by ViceroyEx was approximately
  Cdn$6.0 million. In addition ViceroyEx received $500,000 in funding from Viceroy.
  The 13,800,000 ViceroyEx shares were issued in connection with the Plan of Arrangement
  this at an effective price of $0.47 /share. 

Nature and State of Title

 All of the properties are held 100% by MASA subject to certain
  royalty agreements as described below. A title opinion has been received which
  was completed by Dra. Patricia Inés, Mattar an independent legal counsel
  of San Juan, Argentina. The attached Appendix also includes details of all claim
  and lot numbers and associated royalties. 

Independent Experts Report

 As part of the Quest Arrangement an independent geological
  report entitled "Viceroy Resource Corporation, Gualcamayo Gold Project, San
  Juan Province, Argentina" dated February 12, 2003 was prepared by Paul E.
  Dircksen, a professional Registered Geologist and an independent consultant.
  This report was then subsequently updated by the author to reflect the fact
  that Viceroy Exploration now holds the properties and is entitled "Viceroy
  Exploration Ltd., Gualcamayo Gold Project, San Juan Province, Argentina (the
  "Gualcamyo Report") dated July 31, 2003 and the following disclosure in
  respect of the Gualcamayo and Salamanca Projects is derived from this report.
  The Gualcamayo Report was prepared in accordance with National Instrument 43-101.
  As author of the Gualcamayo Report and as a qualified person under National
  Instrument 43-101, the author visited the Gualcamayo property and reviewed all
  data in the San Juan and Vancouver offices. The author did not have any direct
  responsibility or involvement during the data collection process. 

 Property Description and Location 

 The Gualcamayo Project is located in west central Argentina
  in the San Juan province approximately 220 kilometres north of the city of San
  Juan. The Gualcamayo Project consists of approximately 24,600 hectares of land
  and is subject to a 1% production-based net smelter return royalty. 

 Accessibility, Climate, Local Resources, Infrastructure
  and Physiography

 The Gualcamayo Project is accessible throughout the year from
  the city of San Juan by paved and dirt roads. The climate is semi-arid with
  summer highs exceeding 40o Celsius and winter temperatures averaging 15o
  Celsius with sub-zero temperatures reached. The

 21




 property is located in rugged terrain, with elevations in
  the project area ranging from 1,600 to 2,500 metres. July and August can experience
  snow accumulations to 15 centimetres above 2,000 metres. The snow typically
  melts within one or two weeks. The general services and infrastructure for the
  area is good, and the national power grid is located approximately 65 kilometres
  from the project. Local labour is readily available and staff engineers and
  geologists are available through the University of San Juan, as well as consulting
  firms based in the region. 

History

 Local miners have sporadically prospected the Gualcamayo area
  over the past 60 years. These exploration activities were directed towards surface
  occurrences of skarn hosted lead, zinc, copper, gold and silver mineralization.


 Mincorp Exploraciones S. A. ("Mincorp"), an Argentinean company,
  explored the skarn/intrusive related gold mineralization at Amelia Ines, Magdalena
  and Belgrano deposits between 1983 and 1988. Mincorp reportedly spent US$6.5
  million on exploration during this period with the work being comprised of surface
  trenching, sampling and mapping; surface and underground diamond drilling; underground
  development; and geophysical surveys. 

 MASA entered into a joint venture with Mincorp in 1997 to
  earn a 60% interest by spending US$5 million over five years. By 1999, MASA
  had earned its 60% interest; in 2002 MASA acquired the remaining 40% for US$1,000,000.
  MASA's exploration program was developed to explore and evaluate the potential
  for epithermal sediment hosted gold mineralization peripheral to the skarn hosted
  mineralization explored by Mincorp. Between December 1997 and December 2000
  MASA completed four drill programs for a total of 11,256 metres and discovered
  a gold bearing carbonate breccia zone referred to as the Quebrada del Diablo
  ("QdD") zone. 

 Based on the drilling through 1999, MASA estimated an inferred
  geological resource for QdD of 37.7 million tonnes @ 1.16 grams per tonne ("g/t")
  gold (1,422,000 oz.). Mineral Resources Development Inc. ("MRDI") was retained
  to confirm MASA's resource estimated. MRDI verified the model using independently
  derived grade distributions, variography and kriged grade models. MRDI estimated
  the resources at 37.2 million tonnes grading 1.13 g/t (1,351,000 oz.). Upon
  completion of the 2000 drill program, MASA updated the geologic resource using
  all drill data up to and including QDR-058 which yielded an indicated resource
  of 12.7 million tonnes grading 1.172 g/t gold (480,000 oz.) with an additional
  inferred resource of 22.4 million tonnes grading 1.016 g/t gold (734,000 oz.).


Regional Geology

 The Gualcamayo Project 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

 22






 Carboniferous marine clastics, which in turn are overlain
  by late Carboniferous Tertiary continental clastics. Perm-Triassic and Tertiary
  granitic complexes locally intrude all sediments. 

 During the Tertiary Andean Orogeny, sedimentary blocks were
  telescoped (shortened) eastward into a high-level fold and thrust belt with
  crustal shortening on the order of 60-90%. The net effect is a series of north-south
  trending thrust faults, with a stratigraphic displacement of more than 100 kilometres
  to the east, superimposing lower Paleozoic sediments over Tertiary and Permo-Triassic
  continental clastic redbeds. 

Local and Property Geology

 The Gualcamayo Project 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 clastics of Upper Ordovician Trapiche formation. The entire stratigraphic
  section exceeds 1,000 metres in thickness. The immediate project area is intruded
  by a dioritic-dacitic porphyry complex, oriented several kilometers east-west
  by one kilometer north-south, as a larger stock and a series of dikes. The intrusive
  phases have not been differentiated, however, subtle compositional variations
  and contrasting structural emplacement suggests a more complex intrusive history.


 The dominate structural regime of the Precordillera is an
  east-west compressional deformation consistent with Andean deformation resulting
  in a series of north-south trending regional thrust faults. The Gualcamayo project
  is located between several of these regional thrust faults. Folding generated
  by this period of compressional deformation is cut by north-east and east-west
  reverse faulting indicative of a subsequent north-south compressional event.


Exploration

 During 1996 – 1997, MASA conducted stream sediment sampling
  and reconnaissance rock-chip sampling that identified several areas, including
  the QdD zone. General geologic reconnaissance mapping followed the sampling
  including a detailed structural mapping at a scale of 1:250 in 2000. Between
  1997 and 2000, MASA completed 58 drill holes totaling 11,256 metres (33 diamond
  holes and 25 reverse circulation) focused primarily on the QdD zone. The core
  was photographed, logged, split and samples were collected at generally two
  metre intervals. 

 Several diamond drill holes were twinned with reverse circulation
  holes to establish if gold was being lost during diamond drilling due to loss
  of auriferous fines within the various breccias. Both of the reverse circulation
  and diamond drill recoveries were less than 100%. According to a review by MRDI
  the study revealed that coincidental intervals of low gold values and poor recovery
  were more prevalent in diamond drill holes than reverse circulation holes. 

 23




Mineralization

 Gualcamayo is a sediment-hosted, structurally controlled,
  intrusive related gold occurrence. Gold mineralization is concentrated within
  stockwork fractured carbonates, carbonate breccias and intrusive breccias within
  or proximal to a porphyry intrusive complex. The mineralization can be described
  as a low sulfide bearing (<3%) and low silica system. The gold in the breccias
  is related to a hydrothermal event overprinting the skarn and extending into
  the surrounding carbonate section. The mineralized structures are strongly oxidized
  throughout the depth of drilling. Skarn mineralization at Amelia Ines is comprised
  of chalcopyrite, sphalerite, galena pyrhotite and pyrite representing an earlier
  higher temperature event. 

 Mineral Resources and Mineral Reserve Estimates

 A geological resource was estimated by Ronald G. Simpson,
  P. Geo. (GeoSim Services Inc.) in August 2001. The estimate was based on all
  drill data as well as geologic data collected by R. Diment and P. Marquis during
  the 2000 program. The global resource estimate is based on a cut-off grade of
  0.6 g/t gold and is as follows: 

	 Category  	 Tonnes 
 (000's)  	 Grade  
 g/t gold 
    	 Total oz. 
 (000's)  
	 Indicated  	 12,734 	 1.17  	 480 
	 Inferred  	 22,449 	 1.02  	 734 


 Mineral Processing and Metallurgical Testing 

 Metallurgical testwork to date includes 24-hour bottle-roll
  on eight samples by Resources Development Inc. ("RDI"), a metallurgical testing
  facility of Reno, Nevada, and 140 reverse circulation samples by Viceroy at
  its Castle Mountain and Brewery Creek facilities. The results from RDI's work
  showed gold recoveries in excess of 92% within 24 hours on all oxidized samples
  with sodium cyanide consumption being low. The recoveries from Viceroy's testwork
  for oxidized material averaged 85%, again indicating the amenability of oxide
  material to direct cyanidation. To date, a very small percentage (10%) of the
  mineralized body is classified as sulfide. Additional column testing will be
  required. 

Recommendations

 Continued exploration work at Gualcamayo is recommended. Numerous
  areas have been identified that warrant additional exploration. Further drilling
  within the resource area is necessary prior to any pre-feasibility study. Future
  work programs will focus on the potential to outline higher grades; to expand
  the resource in order to reduce the waste to ore ratio; and to locate ore zones
  of mineralization. A two-phase program for the Gualcamayo area is recommended.


 The Phase I proposed exploration work program is estimated
  to cost US$300,000 and includes: 

 24



 

	 -      
	 Detailing mapping/sampling of geochemical targets
        at the Gualcamayo and Salamanca Projects. 

	 
	 -      
	 Detailed mapping and sampling of regional geochemical
        anomalies and structures within the intrusive complex and peripheral to
        it. 

	 
	 -      
	 Continue metallurgy studies for Amelia Ines and
        Salamanca. 

	 
	 -   
	 Complete bottle roll tests. 

	 
	 -      
	 Log and sample all Mincorp core. 



 The Phase II proposed exploration work program is estimated to cost US$1,000,000
  and includes: 

	 -      
	 Drill test targets peripheral to and on-strike with
        the Gualcamayo Project. 

	 
	 -      
	 In-fill drill areas of structurally-controlled higher
        grade mineralization within the resource boundary. 

	 
	 - 
	Drill test regional targets within the intrusive
        complex and peripheral to it. 

	 
	 -      
	 Drill test new targets established from the Phase
        I exploration work program. 



Salamanca Project, Argentina

 Property Description and Location

 The Salamanca Project is located in the northeast part of
  the Guandacol District. The project is situated on the boundary of La Rioja
  and San Juan Provinces, approximately 230 km north of the city of San Juan,
  is located 10 kilometres north of Gualcamayo, and consists of 3,155 hectares.
  The Salamanca Project is accessible throughout the year by paved and dirt roads.
  The property is located in rugged terrain, with elevations ranging from 1,600
  to 2,500 metres. 

History

 In the late 1980's, Mincorp, a subsidiary of Anglo American
  conducted mapping, sampling, trenching and limited drilling on the property.
  MASA acquired the project under an option agreement and between 1996 and 1997,
  completed two phases of work that included mapping, sampling, and drilling.
  MASA's exploration program outlined a sediment-hosted, skarn-related mineralized
  zone with a strike length of over 600 metres and a thickness of up to 55 metres.
  

Mineralization

 The mapping, sampling and drilling completed by Mincorp and
  MASA have defined a potential mineralized zone extending approximately 600 metres
  along strike and 40 to 50 metres thick. The zone appears to be open along strike
  and at depth.

 25






Recommendations

 Additional exploration of the Salamanca Project is recommended.
  A number of silt and rock chip geochemical anomalies requires follow-up detailed
  geologic mapping, sampling and drill test. This work is included as part of
  the Gualcaymo budget. 

 Other Projects 

 MASA controls three other projects situated in the high Andes
  of Argentina. These projects include Evelina, Las Carachas/Cordon de la Brea,
  and Las Flechas.

 Las Flechas is located in the Department of Iglesia, in northwestern
  San Juan Province and consists of eight cateos totaling 32,419 hectares. The
  area can be reached by four wheel drive vehicles from SanJuan. 

 Previous geochemical sampling at Las Flechas revealed six
  areas of anamolous gold and silver values, with samples ranging up to 40gpt
  gold and 500gpt silver. Further mapping, trenching and geophysical surveys outlined
  three areas of gold and silver mineralization. In early 1997, core drilling
  totaling almost 1800 metres was completed by MASA. The type and extent of mineralization
  discovered could provide direction for further exploration efforts.

 Evelina is located approximately 210 kilometres northwest
  of San Juan City in the Valle del Cura Region, San Juan Province and consists
  of 6,498 hectares. The Las Crachas-Cordon de la Brea project consists of 8,600
  hectares, and is located 320 kilometres north of the provincial capital of San
  Juan. All three properties have had various amounts of work completed by MASA
  and its former partners. MASA is currently compiling and reviewing all the historical
  data collected in order to develop an exploration program and budget. This compilation
  work will be completed in 2003. 

Available Funds

 The Issuer, in connection with the Arrangement, advanced $500,000
  to Oro Belle. Subsequent to the Arrangement. the Issuer arranged for a private
  placement (the "Private Placement") of 4,200,000 shares and 4,200,000 warrants,
  at $0.50 per unit for a total consideration of $2,100,000. These monies are
  held in escrow pending the listing of the Issuer and completion of the Private
  Placement.

 ViceroyEx expects to have the following funds available (the
  "Available Funds") to it upon listing of the ViceroyEx shares on the TSX Venture
  Exchange: 

	 Working Capital  	 $ 	 500,000  
	 		 
	 Private Placement Financing  	 	 2,100,000  
	 	 	 
	 Total:  	 $ 	 2,600,000  


 26




Principal Purposes

 ViceroyEx anticipates that it will use the Available Funds as follows:

	 To pay the estimated ViceroyEx costs of the transaction 
    	 $ 	 75,000 
	 	 	 
	 Cash Finder's Fee for Private Placement Financing  	 $ 	 105,000 
	 		 
	 To pay for the Phase I exploration work program  	 	 420,000 
	 		 
	 To pay for the Phase II exploration work program  	 	 1,400,000 
	 		 
	 To pay estimated administrative expenses for the next 18 months 
    	 	 330,000 
	 		 
	 Unallocated working capital  	 	 270,000 
	 	 	 
	 TOTAL:  	 $ 	 2,600,000 


 The Issuer will spend the funds available to it to carry out
  its proposed exploration and development program as set out in "Gualcamayo Project
  – Recommendations". There may be circumstances where, for sound business
  reasons, a re-allocation of funds may be necessary. 

 8.        Particulars of Non-Resource
  Assets 

For each material non-resource asset:

	 (a)	 Describe the interest owned or to be acquired
        by the Issuer. 

	 
	 (b)	 Describe the business carried on or intended
        to be carried on by the Issuer, and the general development of such business
        to date. 

	 
	 (c)	 If the business consists of the production
        or distribution of various products or the rendering of various services,
        describe the principal products or services. 

	 
	 (d)	 Describe the method of marketing and distributing
        the products and, in tabular form, if possible, the character and amount
        of the annual output for the preceding five years (in terms of physical
        units). 

	 
	 (e)	 Provide a summary of any valuation, feasibility
        or technical report. 

	 
	 (f)	 If the issuer has not commenced business or
        is entering or has recently entered a new business, include a summary
        of the management plan for the next 24 months. 

	 
	 (g)	 State the location and general character of
        any material properties including buildings and plants of the Issuer.
        If any property is not held as a freehold property (eg. leased property),
        state and briefly describe the nature of title. If a property is subject
        to any material encumbrance (eg. mortgage) briefly describe the encumbrance.
      



 27



 

	(h) 	If an Insider or promoter of the Issuer has held any interest in
      the asset, property or business during the past 3 years, disclose. 


 Not Applicable 

 9.        Listing and Trading of Issuer's
  Shares 

	(a) 	Show listings on other stock exchanges or markets with date of listing.


 Not Applicable 

	(b) 	Is an application for listing on any other stock exchange or market
      pending or contemplated? If so, give details. 


No, however as disclosed in item 10 (d) it is the intention
  of the Issuer to seek a quotation on the OTCBB after the close of the Trillion
  Plan of Arrangement (as hereinafter defined). 

	(c) 	Have the Issuer's shares ever been delisted or suspended by any
      stock exchange? If so, give details. 


No

	(d) 	Has any application for listing the Issuer's
        shares on any stock exchange or market ever been refused, deferred, or
        withdrawn? If so, give details. 



No 

	(e) 	Are the Issuer's shares quoted over-the-counter in any jurisdiction?
      If so, give details. 


 No

 10.       Particulars of Other Material Facts

	(a) 	Describe any actual or pending material legal
        proceedings to which the Issuer is or is likely to be a party of which
        any of its property is or is likely to be the subject and particulars
        of any other circumstances which might affect the Issuer's position or
        title adversely. 



There are no actual or pending material legal proceedings to
  which the Issuer is or likely to be a party or of which any of its property
  is or is likely to be the subject and particulars of any other circumstances
  which might affect the Issuer's position or title adversely. 

	(b) 	Disclose particulars of any bonds, debentures,
        notes, mortgages, charges, liens, hypothecations, loans or other debt
        obligations outstanding. 



 The Issuer does not have any bonds, debentures, notes, mortgages,
  charges, liens, hypothecations, loans or other debt obligations outstanding.


 28



 

	 (c) 
	 Give the dates and parties to and the general
        nature of every material contract entered into by the Issuer which is
        still in effect and is not disclosed in the foregoing, including any management
        or employment agreements or any agency or underwriting agreement or any
        corporate finance, investor relations, promotion or market making agreements.
      

	 
	 (i)      
	 On March 15, 2003 the Issuer entered into an Arrangement
        Agreement with Viceroy Resource Corporation, Quest Investment Corporation,
        Avatar Petroleum Inc., Arapaho Capital Corp., SpectrumGold Inc., 650399
        BC Ltd. and Oro Belle Resources Corporation which involved the reorganization
        and exchanges of shares of Viceroy Resource Corporation, Quest Investment
        Corporation, Quest Management Corp., the Issuer, Oro Belle Resources Corporation,
        SpectrumGold Inc. and 650399 BC Ltd. 

	 
	 (ii)      
	 On June 3, 2003 the Issuer entered into Amendment
        No. 1 to the Arrangement Agreement which amended the plan of arrangement
        to reflect securityholders of Oro Belle Resources Corporation and 650399
        BC Ltd. 

	 	 
	(iii)	The Letter Agreement as described in 10 (d).




	 (d)      	 Briefly describe any other material facts
        not previously disclosed in this application. 

	 
	 (i)	 On July 2, 2003 the Issuer announced that it had
        executed a letter agreement ("Letter Agreement") providing for the acquisition
        of all the shares of Consolidated Trillion Resources Ltd. ("Trillion")
        by was of a statutory plan of arrangement ("the Trillion Arrangement")
        under the Company Act (British Columbia). 

	 
	 	 The Issuer will acquire all of the shares of Trillion
        by issuing to shareholders of Trillion 0.70 Issuer shares for each Trillion
        share. Trillion is an exploration company which trades on the OTCBB under
        the symbol "TLNOF". Closing of the Trillion Arrangement is conditional
        upon amongst other things; the companies entering into a definitive form
        of Arrangement agreement, Trillion receiving final fairness opinions,
        receipt of all regulatory and shareholder approvals. In addition, it is
        a condition of the closing that the Issuer will be required to raise a
        minimum $1 million of additional capital and obtain a listing on a recognized
        national stock exchange. 

	 
	 	 Trillion's main asset is cash and marketable securities
        totaling approximately $3,000,000. 

	 
	 (ii)      	 Quest Capital Corp. presently holds 2,776,451 common
        shares of the Issuer. Quest Capital Corporation has agreed to sell, subject
        to and immediately following the listing of the Issuer's common shares
        on the Exchange, 1,775,000 of such shares to accredited investors. Such
        shares will be subject to a statutory 4 month hold period under applicable
        Canadian Securities Laws. 

	 
	 (e)      	 List by date each prospectus or amendment
        issued by the Issuer during the past 3 years and indicate the name of
        the securities administration(s) which accepted each. 



 29




 The Issuer has not issued a prospectus during the last three years.

	(f) 	Indicate whether any application for registration
        or approval by a securities commission or corresponding government body
        ever been refused, cancelled, suspended or revoked. Provide details.
      



No application for registration or approval of the Issuer by
  a securities commission or corresponding government body has, to the best of
  the Issuer's knowledge, ever been refused, cancelled, suspended or revoked.


	(g) 	Give the name, address, telephone number, fax
        number, and e-mail address (if applicable) of the person or persons who
        may be contacted for additional information. If the Issuer maintains a
        web site, provide the address of the web site. 



Further information regarding the Issuer may be obtained from
  other continuous disclosure documents (including the technical report on the
  Gualcamayo Project) which has been filed on SEDAR under project # 00579311 at
  www.sedar.com. Questions regarding the Issuer
  may be directed to: 

 Ronald K. Netolitzky 

  9th Floor – 570 Granville Street

  Vancouver, BC 

  V6C 3P1 

	 Telephone:  	 (604) 	 688-9780  
	 Fax:  	 (604) 	 682-3941  
	 Email:  	 rnetolitzky @viceroyresource.com  


 30




  CERTIFICATE OF THE ISSUER

 Pursuant to a resolution passed by its Board of Directors,
  Viceroy Exploration Ltd., hereby applies for listing of the above mentioned
  shares on the TSX Venture Exchange. The foregoing constitutes full, true and
  plain disclosure of all Material Facts relating to the securities of the Issuer.


 Dated at Vancouver, British Columbia, this 5th day of November, 2003.

	 "Ronald K. Netolitzky"  	  	 "A. Murray Sinclair"  
	 Ronald K. Netolitzky  	  	 A. Murray Sinclair  
	 Director  	  	 Director  




 This certificate must be signed by two directors of the Issuer

 31