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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

OR

þ

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

|                          |                  
|------------------------- | -----------------
|For the fiscal year ended | December 31, 2008

OR

 ̈

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

OR

 ̈

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



|                                                  | 
|------------------------------------------------- | 
|Date of event requiring this shell company report | 



|                               |  |    | 
|------------------------------ |  | -- | 
|For the transition period from |  | to | 



|                                                                                                                                       |          
|-------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Commission file number                                                                                                                 | 000-29578
|                                                                                                                                      
|Getty Copper Inc.                                                                                                                     
|(Exact name of Registrant as specified in its charter)                                                                                
|                                                                                                                                      
|                                                                                                                                      
|(Translation of Registrants name into English)                                                                                       
|                                                                                                                                      
|British Columbia, Canada                                                                                                              
|(Jurisdiction of incorporation or organization)                                                                                       
|                                                                                                                                      
|1000 Austin Avenue, Coquitlam, British Columbia, V3K 3P1, Canada                                                                      
|(Address of Principal executive offices)                                                                                              
|                                                                                                                                      
|Marilyn Young, (604) 931-3231, getty@telus.net, Fax: (604) 931-2814, 
1000 Austin Avenue, Coquitlam, British Columbia, V3K 3P1, Canada
|(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)                                               

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
|                    |  |                                          
|N/A                 |  | N/A                                      

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



|                               
|-------------------------------
|Common Shares without Par Value
|(Title of Class)               



1



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|                
|----------------
|                
|                
|(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.



|                        
|------------------------
|80,892,537 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 ̈YesþNo

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 ̈YesþNo

Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be file 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.

þYes ̈No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated file? in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ̈

Accelerated filer  ̈

Non-accelerated filer þ

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 ̈U.S. GAAP

 ̈International Financial Reporting Standards as issued by the International Accounting Standards Board

þOther

If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

þItem 17

 ̈Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 ̈YesþNo

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 ̈Yes ̈No



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Glossary

In this Form 20-F, the following terms have the meanings set forth herein:

A.

Geological Terms

|               |                                                                                                                                                                                                                                                   | 
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|               |                                                                                                                                                                                                                                                  
|Adit           | A nearly horizontal mine access opening.                                                                                                                                                                                                         
|Ag             | Used as the abbreviation for silver.                                                                                                                                                                                                             
|Allochthonous  | Geological assemblage of foreign origin transported to present location.                                                                                                                                                                         
|Argillite      | A sedimentary rock composed of compacted mud and clay particles.                                                                                                                                                                                 
|Argillic       | Pertaining to clay or clay minerals.                                                                                                                                                                                                             
|Assay          | Quantitative test of minerals and ore by chemical and/or fire techniques.                                                                                                                                                                        
|Au             | Aurum (Latin for gold) used as an abbreviation for gold.                                                                                                                                                                                         
|Breccia        | A coarse-grained clastic rock, composed of angular broken rock fragments held together by a mineral cement or in a fine-grained matrix.                                                                                                          
|Calcareous     | Meaning a substance that contains calcium carbonate.                                                                                                                                                                                             
|Carbonate rock | A rock consisting chiefly of carbonate minerals, such as limestone or dolomite.                                                                                                                                                                  
|Chert          | A hard, extremely dense or compact, microcrystalline or cryptocrystalline sedimentary rock.                                                                                                                                                      
|Clastic        | Pertaining to a rock or sediment composed principally of broken fragments that are derived from pre-existing rocks or minerals and that have been transported some distance from their places of origin; also said of the texture of such a rock.
|Compression    | A system of forces or stresses that tends to decrease the volume or shorten a substance.                                                                                                                                                         
|Conglomerates  | A coarse-grained clastic sedimentary rock, composed of rounded to subangular fragments, set in a fine-grained matrix.                                                                                                                            
|Cretaceous     | A geological period between 66 and 135 million years ago and which identifies the formation date of strata (see Mesozoic).                                                                                                                       
|Cross-cut      | An underground mine opening driven perpendicular to a body of mineralization.                                                                                                                                                                    

|                  |                                                                                                                                                           | 
|----------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Cryptocrystalline | Said of the texture of a rock consisting of crystals that are too small to be recognized and separately distinguished even under the ordinary microscope.
|Cu                | Used as the abbreviation for copper                                                                                                                      
|Currency          | All currency amounts are stated in Canadian dollars unless otherwise indicated.                                                                          
|Epithermal        | Type of mineral deposit formed at low temperature, 50 - 200°C, usually within 1 km of the earth’s surface, often as structurally controlled veins.       
|Felsic            | Field term used to describe a light coloured igneous rock, generally containing abundant feldspar and quartz.                                            



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|                        |                                                                                                                                                                                                                                                                                                                                                                      
|----------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Gangue                  | The valueless rock or mineral aggregates in an ore.                                                                                                                                                                                                                                                                                                                  
|Gossan                  | A rust coloured iron oxide deposit found in the upper parts of veins or forming a cap overlying sulphide mineralization.  Results from the oxidation and removal of sulphur and other metals.                                                                                                                                                                        
|gpt (or g/t)            | Grams per tonne.                                                                                                                                                                                                                                                                                                                                                     
|Granodiorite            | A group of coarse-grained plutonic rocks intermediate in composition containing quartz, plagioclase, and potassium feldspar, with biotite and hornblende.                                                                                                                                                                                                            
|Hydrothermal Alteration | The chemical and mineralogical changes in rock brought about by the addition or removal of materials by hydrothermal fluids (for example, silicification).                                                                                                                                                                                                           
|Igneous                 | Meaning a rock or mineral that solidified from molten or partly molten material.                                                                                                                                                                                                                                                                                     
|Intrusive               | A rock formed by the process of emplacement of magma in pre-existing rock.                                                                                                                                                                                                                                                                                           
|Lillianite              | A steel-gray lead-bismuth-sulfide mineral.                                                                                                                                                                                                                                                                                                                           
|Lithology               | The description of rocks on the basis of such characteristics as color, mineralogic composition, and grain size.                                                                                                                                                                                                                                                     
|Magma                   | Naturally occurring mobile rock material, generated within the earth and capable of intrusion and extrusion and from which igneous rocks are thought to have been derived through solidification and related processes.                                                                                                                                              
|Marcasite               | White  pyrite.                                                                                                                                                                                                                                                                                                                                                       
|Mesozoic                | The era of geological time ranging from 225 to 66 million years ago; includes the Triassic, Jurassic and Cretaceous periods.                                                                                                                                                                                                                                         
|Metallogeny             | The genesis of mineral deposits, with emphasis on regional petrographic and tectonic features.                                                                                                                                                                                                                                                                       
|Mineable Reserve        | That portion of a mineral deposit which can be economically mined after taking into consideration cut-off grades, pit or mine plan, metallurgy and mill design and numerous economic factors such as metal prices and capital and operating costs.                                                                                                                   
|Mineral Deposit         | A deposit of mineralization which may or may not be ore, the determination of which requires a comprehensive feasibility study.  A mineral deposit usually has been intersected by sufficient closely spaced drill holes and or underground sampling to support sufficient tonnage and average grade of metal(s) to warrant further exploration and development work.



|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Mineralized Material | A mineralized body which has been delineated by appropriately spaced drilling and/or underground sampling to support an estimate of size by tonnage and average grade of metals. Such a deposit does not qualify as ore or a reserve, which would require a comprehensive feasibility evaluation based upon unit cost, grade, recoveries, and other factors relating to engineering, legal, financial and economic feasibility.
|Mo                   | Used as the abbreviation for molybdenum                                                                                                                                                                                                                                                                                                                                                                                          
|Molybdenum           | A hard, silvery metal used in steel and nickel alloys.                                                                                                                                                                                                                                                                                                                                                                           
|NASDAQ               | Means the North American Securities Dealers Automated Quotation System- a United States over-the-counter securities market.                                                                                                                                                                                                                                                                                                      



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|               |                                                                                                                                                                                                                                                        
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Naummanite     | An iron-black silver selenide mineral.                                                                                                                                                                                                                 
|Ore            | A mineral or aggregate of minerals more or less mixed with gangue which can be profitably mined given economic circumstances at the time.  The Company does not hold any interest in properties where the mineralization has been determined to be ore.
|Ounce (or oz.) | Meaning a troy ounce.  There are 31.1034 grams to a troy ounce and there are 12 troy ounces to a troy pound, a common unit of measurement for precious metals.                                                                                         
|Oxide          | Mineral from which sulphur has been partially or completely removed by the action of surface water and oxygen.                                                                                                                                         
|Paleozoic      | An era of geologic time, from the end of the Precambrian to the beginning of the Mesozoic, or from about 570 to about 225 million years ago.                                                                                                           
|Paragenesis    | A characteristic association or occurrence of minerals or mineral assemblages in ore deposits, connoting contemporaneous formation.                                                                                                                    
|Pennsylvanian  | A period of the Paleozoic era, thought to have covered the span of time between 320 and 280 million years ago.                                                                                                                                         
|Petrography    | The systematic description and classification of rocks using microscopic analysis.                                                                                                                                                                     
|Porphyritic    | Pertaining to or resembling porphyry.                                                                                                                                                                                                                  
|Porphyry       | An igneous rock containing conspicuous crystals or phenocrysts in a fine-grained groundmass; type of mineral deposit in which ore minerals are widely disseminated, generally of low grade but large tonnage.                                          
|Pseudomorph    | A mineral whose outward crystal form is that of another mineral species; it has developed by alteration, substitution, incrustation, or paramorphism.                                                                                                  
|Pyrite         | A very common iron sulphide mineral often associated with gold and other economic mineral deposits.                                                                                                                                                    
|Pyroclastic    | Type of fragmental rock formed by volcanic explosion or aerial expulsion.                                                                                                                                                                              
|Pyrrhotite     | An iron sulphide mineral, sometimes magnetic.  Less widespread than pyrite, often associated with nickel and copper deposits.                                                                                                                          
|Quartzite      | A very hard but unmetamorphosed sandstone, consisting chiefly of quartz grains that have been so completely and solidly cemented with secondary silica that the rock breaks across or through the grains rather than around them.                      
|Rhyolite       | An extrusive igneous (volcanic) rock with phenocrysts of quartz and alkalic feldspar, commonly of porphyritic texture.                                                                                                                                 

|            |                                                                                                                                                                                                                                        
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Sedimentary | Rock formed of sediment fragments of other rock transported from their sources and deposited in water; rocks formed by precipitation from solution as rock salt or gypsum or non-organic secretions of organisms, e.g., most limestone.
|Selenide    | A mineral compound that is a combination of selenium with a more positive element or radical.                                                                                                                                          
|Shoot       | An elongate pipelike, ribbonlike, or chimneylike mass of ore within a deposit, representing the more valuable part of the deposit.                                                                                                     



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|                      |                                                                                                                          
|--------------------- | -------------------------------------------------------------------------------------------------------------------------
|Siliceous             | Said of a rock containing abundant silica.                                                                               
|Skarn                 | A rock formed by contact metamorphism.                                                                                   
|Stock                 | An igneous intrusion that is less than 40 square miles (100 square kilometres) in surface exposure.                      
|Strata                | A tabular or sheet-like body of sedimentary rock.                                                                        
|Sulphide              | Group of minerals consisting of metals combined with sulphur; common metallic ores. (or Sulfide)                       
|Tertiary              | The period of geological time extending from 66 to 2 million years ago, which includes the Palaeogene and Neogene epochs.
|US (or United States) | Means the United States of America.                                                                                      
|Vein                  | A tabular or sheet-like mineral deposit with identifiable walls, often filling a fracture or fissure.                    
|Wallrock              | The rock forming the walls of a vein or other mineral deposit.                                                           





B.

Measurement

Conversion of metric units into imperial equivalents is as follows:

|             |             |                            
|------------ | ----------- | ---------------------------
|             |             |                            
|Metric Units | Multiply by | Imperial Units             
|Hectares     | 2.471       | = acres                    
|Metres       | 3.281       | = feet                     
|Kilometres   | 0.621       | = miles (5,280 feet)       
|Grams        | 0.032       | = ounces (troy)            
|Tonnes       | 1.102       | = tons (short) (2,000 lbs.)
|Grams/tonne  | 0.029       | = ounces (troy)/ton        





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FORWARD - LOOKING STATEMENTS



This annual report on Form 20F, includes certain statements that may be deemed "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Certain statements in this Report constitute forward looking statements. Although the Registrant believes the expectations expressed in its forward-looking statements are based on reasonable assumptions, such statements should not be in any way construed as guarantees of the ultimate size, quality or commercial feasibility of the Registrants mineral exploration projects or of the Registrant's future performance. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date of this Annual Report. These statements are subject to risks and uncertainties that could cause results to differ materially from those contemplated in such forward-looking statements. Other factors that could cause the Registrant's actual results and performance to differ materially from those in forward-looking statements include adverse market prices for metals, the conclusions of detailed feasibility and technical analyses, lower than expected grades and quantities of resources, mining rates and metal recovery rates and the fact that necessary capital may not be available to the Registrant on terms acceptable to it or at all. The need for compliance with extensive environmental and socio-economic rules and practices and the requirement for the Registrant to obtain government permitting can cause a delay or even abandonment of a mineral project. The Registrant is subject to the specific risks inherent in the mining business as well as general economic and business conditions.



Please see Item 3.D Risk Factors as contained in this annual report on Form 20-F for additional information on risks and uncertainties relating to the forward-looking statements.

There can be no assurance that forward-looking statements referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Also, many of the risk and uncertainty factors are beyond the control of the Company. Accordingly, readers should not place undue reliance on forward-looking statements contained in this annual report on Form 20-F. All forward-looking statements made herein, are qualified by this cautionary statement.  Please consult the Companys public filings at www.sedar.com and www.sec.gov for more detailed information concerning these matters.









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T A B L E O F C O N T E N T S



|    
|----
|Page

Contents

|         |                                                                                  |   
|-------- | -------------------------------------------------------------------------------- | --
|ITEM 1   | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                            | 9 
|ITEM 2   | OFFER STATISTICS AND EXPECTED TIMETABLE                                          | 9 
|ITEM 3   | KEY INFORMATION                                                                  | 9 
|ITEM 4   | INFORMATION ON THE REGISTRANT                                                    | 14
|ITEM 5   | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                     | 31
|ITEM6    | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                       | 34
|ITEM7    | MAJORSHAREHOLDERSAND RELATED PARTY TRANSACTIONS                                  | 39
|ITEM8    | FINANCIAL INFORMATION                                                            | 40
|ITEM9    | THE OFFER AND LISTING                                                            | 41
|ITEM10   | ADDITIONAL INFORMATION                                                           | 41
|ITEM11   | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                       | 51
|ITEM12   | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                           | 52
|ITEM13   | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                  | 52
|ITEM14   | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS     | 52
|ITEM15T  | CONTROLS AND PROCEDURES                                                          | 52
|ITEM16   | [RESERVED]                                                                       | 53
|ITEM 16A | AUDIT COMMITTEE FINANCIAL EXPERT                                                 | 53
|ITEM 16B | CODE OF ETHICS                                                                   | 53
|ITEM 16C | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                           | 54
|ITEM 16D | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                       | 54
|ITEM 16E | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS           | 54
|ITEM 16F | CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT                                    | 54
|ITEM 16G | CORPORATE GOVERNACE                                                              | 54
|ITEM 17  | FINANCIAL STATEMENTS THE FOLLOWING ATTACHED FINANCIAL STATEMENTS AREINCORPORATED | 54
|ITEM 18  | FINANCIAL STATEMENTS                                                             | 55
|ITEM 19  | EXHIBITS                                                                         | 55



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PART 1

ITEM 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable (this is an annual report on Form 20F).

ITEM 2

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable (this is an Annual report on Form 20F).

ITEM 3

KEY INFORMATION

A.

Selected Financial Data

The following constitutes selected financial data for Getty Copper Inc. (Registrant) for the last five fiscal years ended December 31, 2008, in Canadian dollars, presented in accordance with Canadian generally accepted accounting principles (GAAP) and United States GAAP, including a restatement of prior years figures due to a change in accounting policy with respect to exploration expenditures (see also the accompanying audited financial statements as of December 31, 2008 and for the previous year ended December 31, 2007).



|                                    |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|----------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|(Cdn$)                              |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|Balance Sheet Data                  |   | 2008        |   |   | 2007        |   |   | 2006        |   |   | 2005        |   |   | 2004        |  
|Total assets according to financial |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|statements (CDN GAAP)(1)            |   | 5,236,527   |   |   | 4,898,678   |   | $ | 4,572,683   |   | $ | 3,887,352   |   | $ | 4,402,135   |  
|Total Assets (US GAAP)(2)           |   | 884,264     |   |   | 911,546     |   | $ | 696,528     |   | $ | 379,113     |   | $ | 1,741,701   |  
|Total liabilities                   |   | 470,608     |   |   | 792,074     |   | $ | 871,256     |   | $ | 629,806     |   | $ | 710,408     |  
|Share capital                       |   | 21,409,542  |   |   | 19,924,370  |   | $ | 18,014,384  |   | $ | 16,433,593  |   | $ | 16,587,659  |  
|Deficit (CDN GAAP)                  | $ | (17,687,410 | ) | $ | (17,390,686 | ) | $ | (15,173,683 | ) | $ | (14,036,773 | ) | $ | (13,750,967 | )
|Deficit (US GAAP)                   | $ | (25,804,605 | ) | $ | (25,142,750 | ) | $ | (22,814,770 | ) | $ | (21,309,944 | ) | $ | (20,176,333 | )
|                                   
|                                   
|(Cdn$)                              |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|Period End Balances(as at)          |   | 2008        |   |   | 2007        |   |   | 2006        |   |   | 2005        |   |   | 2004        |  
|Working capital (deficiency)        |   | 358,634     |   |   | 59,974      |   | $ | (329,618    | ) | $ | (320,311)   |   | $ | 952,672     |  
|Equipment, net                      |   | 140,536     |   |   | 147,664     |   | $ | 154,890     |   | $ | 162,539     |   | $ | 173,669     |  
|Mineral property interests          |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|(CDN GAAP)                          |   | 4,352,263   |   |   | 3,987,132   |   | $ | 3,876,155   |   | $ | 3,508,239   |   | $ | 2,660,434   |  
|Mineral property interests          |   |             |   |   |             |   |   |             |   |   |             |   |   |             |  
|(US GAAP)                           | $ | NIL         |   | $ | NIL         |   | $ | NIL         |   | $ | NIL         |   | $ | NIL         |  
|Shareholders equity                | $ | 4,765,919   |   | $ | 4,106,604   |   | $ | 3,701,427   |   | $ | 3,257,546   |   | $ | 3,691,727   |  
|Share Capital (CDN GAAP)            |   | 21,409,542  |   |   | 19,924,370  |   | $ | 18,014,384  |   | $ | 16,433,593  |   | $ | 16,587,659  |  
|Share Capital (US GAAP)             |   | 23,183,542  |   |   | 21,698,370  |   | $ | 19,788,384  |   | $ | 18,207,593  |   | $ | 18,361,659  |  
|Number of outstanding Shares        |   | 80,892,537  |   |   | 67,638,907  |   |   | 49,078,657  |   |   | 34,078,657  |   |   | 32,743,657  |  

No cash or other dividends have been declared.



9



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|                                    |   |          |   |   |            |   |   |            |   |   |            |   |   |            |  
|----------------------------------- | - | -------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | -
|(Cdn$)                              |   |          |   |   |            |   |   |            |   |   |            |   |   |            |  
|Statement of Operations Data        |   | 2008     |   |   | 2007       |   |   | 2006       |   |   | 2005       |   |   | 2004       |  
|Investment and Other Income         | $ | 18,861   |   | $ | 12,402     |   | $ | 17,061     |   | $ | 11,276     |   | $ | 30,387     |  
|General and administrative expenses | $ | 315,585  |   | $ | 1,333,086  |   | $ | 1,153,971  |   | $ | 297,082    |   | $ | 676,971    |  
|Exploration Expenditure             | $ | 365,131  |   | $ | 110,977    |   | $ | 367,916    |   | $ | 847,805    |   | $ | 979,963    |  
|Loss according to financial         |   |          |   |   |            |   |   |            |   |   |            |   |   |            |  
|statements (CDN GAAP)               | $ | (296,724 | ) | $ | (2,217,003 | ) | $ | (1,136,910 | ) | $ | (285,806   | ) | $ | (646,584   | )
|Loss according to financial         |   |          |   |   |            |   |   |            |   |   |            |   |   |            |  
|statements (US GAAP)                | $ | (611,855 | ) | $ | (2,327,980 | ) | $ | (1,504,826 | ) | $ | (1,133,611 | ) | $ | (1,626,547 | )
|Loss from continuing operations per |   |          |   |   |            |   |   |            |   |   |            |   |   |            |  
|Common Share                        | $ | (0.004   | ) | $ | (0.04      | ) | $ | (0.03      | ) | $ | (0.01      | ) | $ | (0.02      | )
|Loss per Share (US GAAP)(2)         | $ | (0.009   | ) | $ | (0.04      | ) | $ | (0.04      | ) | $ | (0.03      | ) |   | (0.06      | )

Notes:

(1)

Under Canadian GAAP applicable to junior mining exploration companies, mineral exploration expenditures can be deferred on prospective properties until such time as it is determined that further exploration is not warranted, at which time the property costs are written off.  The Registrant has expensed the exploration costs as incurred until December 31 2003, which is consistent with U.S. GAAP, whereby all exploration expenditures are expensed until an independent feasibility study has determined that the property is capable of economic commercial production.  Such costs will be deferred from January 2004 until such time as the company determines it if it has economically recoverable resources or until the exploration ceases and/or the mineral calms are abandoned.

(2)

Under Canadian GAAP, management incentive shares held in escrow are included in the calculation of loss per share. Under U.S. GAAP, shares held in escrow are excluded from the weighted average number of shares outstanding until such shares are released for trading. 187,500 shares were released from escrow during 2003.

Additionally, Statement of Financial Accounting Standards No.128: Earnings per Share (SFAS 128) replaces the presentation of primary earnings per share (EPS) with a presentation of both basic and diluted EPS for all entities with complex capital structures, including a reconciliation of each numerator and denominator. Basic EPS excludes dilutive securities and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if dilutive securities were converted into common stock and is computed similarly to fully diluted EPS pursuant to previous accounting pronouncements. SFAS 128 applies equally to loss per share presentations.

Stock options and warrants outstanding were not included in the computation of diluted loss per share as their inclusion would be antidilutive.

See Item 17 of this annual report on Form 20-f for accompanying consolidated financial statements prepared in accordance with Canadian generally accepted accounting principles for further details.

Except as may be otherwise indicated, all dollar amounts are stated in Canadian dollars, the Registrants functional and reporting currency.  The following tables set out the exchange rates, based on the noon buying rates from the Federal Reserve Statistical Release , for the conversion of Canadian dollars into one United States dollar.  The average exchange rates are based on the average of the exchange rates on the last day of the month in such periods.  Also included are the average exchange rates for each month during the previous six months.

|                   |          |            |            |               |              |              
|------------------ | -------- | ---------- | ---------- | ------------- | ------------ | -------------
|                   |          |            |            |               |              |              
|                   | May 2008 | April 2009 | March 2009 | February 2009 | January 2009 | December 2008
|High               | 1.1868   | 1.2640     | 1.2937     | 1.2710        | 1.2749       | 1.2971       
|Low                | 1.0957   | 1.1939     | 1.2245     | 1.2190        | 1.1822       | 1.1962       
|Average for Period | 1.1528   | 1.2242     | 1.2645     | 1.2452        | 1.2248       | 1.2337       



|                   |  |      |      |      |      |     
|------------------ |  | ---- | ---- | ---- | ---- | ----
|                   |  | 2008 | 2007 | 2006 | 2005 | 2004
|End of Period      |  | 1.22 | 1.00 | 1.16 | 1.16 | 1.21
|Average for Period |  | 1.06 | 1.07 | 1.13 | 1.21 | 1.30
|High for Period    |  | 1.29 | 1.18 | 1.17 | 1.26 | 1.39
|Low for Period     |  | 0.97 | 0.92 | 1.10 | 1.15 | 1.18



10



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On May 29, 2009, the Federal Reserve Statistcal Release  noon rate for Canadian Dollars was US$1.00: Cdn$1.09

B.

Capitalization and Indebtedness

Not applicable (this is an Annual Report only).

C.

Reasons for the Offer and Use of Proceeds

Not applicable (this is an Annual Report only).

D.

Risk Factors

Need for Additional Financing.  Notwithstanding what the Registrant raised from a private placement financing in January 2008 and in light of recent court settlements and ongoing legal expenses, further financing   may be required to meet its planned commitments for the year ending December 31, 2009. The exploration and development of the Registrants properties depend on the Registrants ability to obtain additional financing through joint ventures, debt financing, equity financing or other means.  The Registrant is currently pursuing financing opportunities to meet its administration costs. If the Registrant is unable to raise additional capital it will need to curtail its operations and the Registrant may be materially adversely affected.

The Registrant has No History of Earnings and No Foreseeable Earnings. None of the properties in which the Registrant has or may acquire an interest has been determined to be commercially feasible and hence none have any commercial production.  The Registrant has no history of profits and has a substantial deficit.  The Registrant receives no revenues from production or otherwise and is entirely dependent on raising additional equity and loan financing.  The Registrant has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. While the Registrant may receive funds from the exercise of outstanding share purchase warrants and stock options there are no assurances that this will occur. While the Registrant may generate additional working capital through joint venture or sale of its properties in whole or in part, there is no assurance that this will be possible.

No Ore. The Registrant has no mineral producing properties, and the Registrant has not demonstrated that any mineralized material on its properties constitutes  proven or probable reserves of ore on its properties. Although the mineralized material and mineralized deposit figures included herein have been carefully prepared by the Registrant, or, in some instances have been prepared, reviewed or verified by independent mining experts, these amounts are estimates only and no assurance can be given that any particular level of recovery of copper or other minerals from mineralized material will in fact be realized or that an identified mineralized deposit will ever qualify as a commercially mineable (or viable) reserve. Estimates of mineralized deposits and production costs can also be affected by such factors as metals prices, availability of capital for development, permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of mineralization ultimately mined (if any) may differ from that indicated by drilling results.  Short term factors relating to mineralized material, such as the need for orderly development or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. There can be no assurance that copper and other minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions. Material changes in mineralized material, grades, stripping ratios or recovery rates may affect the economic viability of projects. Mineralized deposits are reported as general indicators of mine life and should not be interpreted as assurances of mine life or of the profitability of current or future operations.

Mineral Prices. Mineral prices are subject to fluctuation. The effect of these factors cannot accurately be predicted. The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of mineral resource are discovered, a profitable market will exist for the sale of the same. Factors beyond the control of the Registrant may affect the marketability of any copper or any other materials discovered. The price of copper is affected by numerous factors beyond the control of the Registrant, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, Canadian dollars relative to other currencies), interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods.

Risks of Development, Construction and Mining Operations. The Registrants ability to meet production, timing and cost estimates for its properties cannot be assured. Technical considerations, delays in obtaining governmental approvals, inability to obtain financing and other factors could cause delays in developing properties. Such delays could materially adversely affect the Registrants business, financial condition and results of operation. In addition, while time and cost estimates for exploration, development and construction required at the Registrants properties in some cases may include contingency factors to allow for unanticipated increases in costs such as materials and labour costs, these estimates could be exceeded. The business of mining is subject to a variety of risks such as cave-ins and other accidents, flooding, environmental hazards, the discharge of toxic chemicals and other hazards. Such occurrences may delay production, increase production costs or result in liability.  The Registrant may become subject to liability for hazards which it cannot insure against or which it may elect not to insure against because of premium costs or other reasons. In particular, the Registrant is not insured for environmental liability or earthquake damage.



11



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Environmental Risks. Existing and possible future environmental legislation, regulations and actions could give rise to additional expense, capital expenditures, restrictions and delays in the activities of the Registrant, the extent of which cannot be predicted. Regulatory requirements and environmental standards are subject to constant evaluation and may be significantly increased, which could materially and adversely affect the business of the Registrant or its ability to develop its properties on an economically feasible basis. Before development and production can commence on any of its properties, the Registrant must obtain regulatory and environmental approvals. There is no assurance that such approvals will be obtained on a timely basis or at all. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations or preclude entirely the economic development of a property.

The current or future operations of the Registrant, including development activities and commencement of production on its properties, require permits from various foreign, federal, state and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits.

Additional permits and analyses, which may include environmental impact studies conducted before permits can be obtained, may be necessary prior to operation of the properties in which the Registrant has interests and there can be no assurance that the Registrant will be able to obtain or maintain all necessary permits that may be required to commence construction, development or operation of mining facilities at these properties on terms which enable operations to be conducted at economically justifiable costs. See Description of Property  Regulatory Requirements.

The Registrant may generate potentially hazardous material in its planned mineral extraction process and must operate in accordance with government-imposed environmental standards and regulations. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have administrative, civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Existing or future amendments to laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Registrant and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

To the best of the Registrants knowledge, the Registrant is operating in compliance with all applicable environmental regulations. The Registrant currently is not insured against environmental liabilities. Management believes that, because the Registrant is still in the exploration stage, there is minimal risk of incurring significant environmental liabilities, and further believes that this is in accordance with industry practice.  The Registrant intends to obtain insurance for environmental liabilities if and when it becomes engaged in significant mining operations.

The Registrants Share Price is Volatile. Publicly quoted securities are subject to a relatively high degree of price volatility. It may be anticipated that the quoted market for the Common Shares of the Registrant will be subject to market trends generally, notwithstanding any potential success of the Registrant in creating sales and revenues.

The Registrants Directors and Officers are Part-Time and Serve as Directors and Officers of Other Companies. Directors of the Registrant also serve as  officers and/or directors of other resource exploration companies and are engaged and will continue to be engaged in the search for additional resource opportunities on their own behalf and on behalf of other companies, and situations may arise where these directors and officers will be in direct competition with the Registrant. Such potential conflicts, if any, will be dealt with in accordance with the relevant provisions of British Columbia corporate and common law. In order to avoid the possible conflict of interest which may arise between the directors duties to the Registrant and their duties to the other companies on whose boards they serve, the directors and officers of the Registrant expect that participation in exploration prospects offered to the directors will be allocated between the various companies that they serve on the basis of prudent business judgment and the relative financial abilities and needs of the companies to participate. The success of the Registrant and its ability to continue to carry on operations is dependent upon its ability to retain the services of certain key employees and members of its board of directors.



12



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Likely PFIC Status Has Consequences for U.S. Investors. Potential investors who are U.S. taxpayers should be aware that the Registrant expects to be a passive foreign investment company (PFIC) for the current fiscal year, and may also have been a PFIC in prior and may also be a PFIC in subsequent years. If the Registrant 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 the Registrant. 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 the Registrants net capital gain and ordinary earnings for any year in which the Registrant is a PFIC, whether or not the Registrant 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.

Shares of the Registrant may be Affected Adversely by Penny Stock Rules.The Registrants stock may be subject to U.S. Penny Stock rules which may make the stock more difficult to trade on the open market.  The Registrants common shares have traded on the Canadian Venture Exchange since April 25, 1988. For further details on the market performance of the Registrants common stock, see Item 9.Aof this annual report on Form 20-F. Although the Registrants common stock trades on the Canadian TSX Venture Exchange or TSX V, the Registrants stock may be subject to U.S. penny stock rules. A penny stock is defined by regulations of the U.S. Securities and Exchange Commission (SEC) as an equity security with a market price of less than $5.00 per share. However, an equity security with a market price under $5.00 will not be considered a penny stock if it fits within any of the following exceptions:

(i)

the equity security is listed on NASDAQ or a national securities exchange;

(ii)

the issuer of the equity security has been in continuous operation for LESS than three years, and either has (a) net tangible assets of at least $5,000,000, or (b) average annual revenue of at least $6,000,000; or

(iii)

the issuer of the equity security has been in continuous operation for MORE than three years, and has net tangible assets of at least $2,000,000.

If an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in the Registrants common stock is currently subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend the Registrants securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchasers written agreement to a transaction prior to sale. Securities are exempt from this rule if their market price is at least $5.00 per share.

Penny stock regulations will tend to reduce market liquidity of the Registrants common stock, because they limit the broker/dealers ability to trade, and a purchasers ability to sell, the stock in the secondary market. The low price of the Registrants common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders. The low price of the Registrants common stock also limits the Registrants ability to raise additional capital by issuing additional shares. There are several reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks.

Finally, brokers commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Registrants shareholders pay transaction costs that are a higher percentage of their total share value than if the Registrants share price were substantially higher.

The rules described above concerning penny stocks may adversely affect the market liquidity of the Registrants securities. The Registrant can provide no assurances concerning the market liquidity of its stock or that its stock will not be subject to penny stock rules. For more information about penny stocks, contact the Office of Filings, Information and Consumer Services of the U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, or by telephone at (202) 272-7440.



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Legal Proceedings. The Registrant is subject to one legal action in the Province of British Columbia, Canada.  The Registrant believes its claims will succeed before the court. See Item 8 of this annual report on Form 20-f for information regarding current legal proceedings.

ITEM 4

INFORMATION ON THE REGISTRANT

SUMMARY

A.

History and Development of The Registrant

1.

The legal name of the Registrant which is subject of thisannual report on Form 20F is Getty Copper Inc.

2.

The Registrant was incorporated on September 23, 1985 under the Canada Business Corporations Act.

3.

The registered office of the Registrant in British Columbia is located at 4212 Prospect Road, North Vancouver, British Columbia, V7N 3L5.  The head office and principal office of the Registrant in Canada is located at 1000 Austin Avenue, Coquitlam, British Columbia, V3K 3P1.

The Registrants Common Shares are listed, for trading under the symbol GTC on the TSX V.

4.

The Registrant was originally incorporated under the name Exxau Minerals Inc., pursuant to the Canada Business Corporations Act on September 23, 1985, with an authorized capital of an unlimited number of common shares without par value. The Registrant was organized for the purpose of engaging in the acquisition and exploration of natural resource properties. The Registrant became a reporting company in British Columbia on April 25, 1988. From 1985 through 1992, the Registrant concentrated its efforts on the acquisition and exploration of mineral resource properties.   On September 3, 1992, the Registrant changed its name to Getty Copper Corp.

In early 1992, the Registrant had 8,088,111 Commons Shares issued and outstanding. 3,157,050 of such shares were held in escrow subject to certain restrictions and were initially issued in 1988 in exchange for common shares of Exxau, Inc., a wholly-owned subsidiary of the Registrant at that time; in exchange for limited partnership units of Exxau, Ltd., Limited Partnership; and in settlement of Exxau, Ltd., Limited Partnerships indebtedness to the shareholders of Exxau, Inc. None of the Registrants exploration projects undertaken prior to 1992 proved to be commercially viable. All of the Registrants properties acquired prior to 1992 were written off.

At the end of December 31, 2002 the Registrant had 33,487,313 shares outstanding.  Effective March 7, 2003, the Company consolidated its capital on a 1:2 basis.  The name of the Registrant was changed from Getty Copper Corp. to Getty Copper Inc. of which 16,743,656 common shares were issued and outstanding at that time.

5.

From 1993 to present the Registrants mineral exploration has been focused on its mineral properties located in the Highland Valley, British Columbia, Canada.



6.

The Registrants principal capital expenditures (there have been no material divestitures) over the three fiscal years ended December 31, 2008 are as follows:



|                                                               |                      |               
|-------------------------------------------------------------- | -------------------- | --------------
|Year                                                           | Exploration Deferred | Capital Assets
|(i) Amounts Deferred (capitalized or invested) during the year
|2008                                                           | 365,131              | NIL           
|2007                                                           | 110,977              | 891           
|2006                                                           | 367,916              | 1,493         
|(ii) Amounts Expensed as Exploration Expenses                 
|2008                                                           | NIL                  | NIL           
|2007                                                           | NIL                  | NIL           
|2006                                                           | NIL                  | NIL           



14



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History of Getty North Property:

Robak Industries Ltd. (Robak), a company owned and controlled by John Lepinski, and Masco Capital Inc. (Masco), a company controlled by John Lepinski, began negotiations in 1992 to acquire control of the Registrant in an effort to access the capital markets to develop its Getty North Property. The Registrant had no properties under exploration or development at that time.

In May 1993, the Registrant, pursuant to an arms length purchase and sale agreement to acquire the Getty North Property, issued 5,000,000 of its Common Shares to Robak and 5,000,000 of its Common Shares to Masco. See Interests of Management in Certain Transactions. The issuance of the 10,000,000 Common Shares (of which 9,216,984 were held in escrow until May 1999 ) resulted in a change in control of the Registrant.

The Registrant acquired the Getty North Property from Robak and Masco pursuant to an Agreement of Purchase and Sale dated June 30, 1992, as amended September 30, 1992, subject to a 1.5% net smelter return royalty reserved in favour of Robak. The Registrant issued into escrow 4,608,492 Common Shares to Robak and 4,608,492 Common Shares to Masco as consideration for the property, subject to the Registrant obtaining a valuation on the Getty North Property establishing a minimum value of Cdn $2,304,246 and approval by the then Vancouver Stock Exchange (VSE.  The shares were released to Robak and Masco from escrow after the Registrant obtained the required approval from the VSE on May 11, 1999. After the release of the escrow shares, title to the Getty North Property fully vested in the Company.

There are no old or existing mines on the Getty North Property.

History of Getty South Property, Getty Central Property, Getty Southwest Property:

In addition to the Getty Copper North Property and all Getty Copper Highland Valley Claims, the Registrant subsequently entered into a joint venture agreements to earn a 50% interest in the Getty South Property, the Getty Central Property and the Getty Southwest Property,   (collectively, the Getty Copper Project or the Getty Copper Highland Valley Project). All of the Mineral Properties previously noted are subject to 1.5% net smelter royalties and the Getty South, Getty Central, Getty Southwest properties were subject to certain minimum exploration and development requirements. As a consequence of a Mineral Property Interest Sale Agreement dated November 8, 2002.  (See Item 7.B of this annual report on Form 20-F), the Registrant purchased 100% of the Getty Central and Getty Southwest claims and 50% of the Getty South claims. Since 1992, the Registrant has focused its efforts and resources on the acquisition and the exploration of the Getty Copper Project. See Item 4.D Getty Copper Project in this annual report on Form 20-f- The Registrant has no subsidiaries.

On March 7, 2003 the TSX V accepted for filing documentation a mineral property agreement dated effectively November 8, 2002 between the Registrant and Robak Industries Ltd. (Robak), by which Robak has agreed to sell 100% interest in each of the Getty Central and the Getty Southwest and a 50% interest in the Getty South properties (the New Getty Properties) in consideration for 6 million Registrant shares (post-consolidation) plus the below noted net smelter return royalty (NSRR) and carried interest obligation.   The Registrant has also agreed to pay 100% of the cost to place the Getty South property into production, and is entitled to recover all costs (incurred by Getty), from 80% of production revenue (and thereafter the Registrant and Robak shall share net revenue 50:50). Robak will also retain a 1.5% NSRR in all of the Getty Properties including the New Getty Properties.   The New Getty Properties were the subject of a Valuation and Fairness opinion prepared by Ross Glanville and Associates Ltd. in October 2002 and a Technical Report prepared by W.J. McMillan Phd., P.Eng prepared in December 2002.  The Valuation Report and the Technical Report have been filed on the Canadian securities regulatory website at www.SEDAR.com Prior to the November 8, 2002 agreement described above, the Registrant was party to an option and  joint venture agreement to earn a 50% interest in the Getty South Property from Robak and Masco pursuant to an Agreement dated November 8, 1995, as amended August 14, 1996 (the Getty South Agreement), subject to a 1.5% NSRR reserved in favour of Robak. The consideration was $10; reimbursement of $63,300 for certain costs incurred by Robak in acquiring and maintaining the claims in good standing; and a commitment to (a) incur the first $5,100,000 ofexploration and development work on the claims, (b) complete a feasibility report prepared by an engineering firm in accordance with industry practice on the claims and (c) place the claims in commercial production on or before December 31, 2002. The Getty South Agreement was superseded by the November 8, 2002 agreement.



Until superseded by the November 8, 2002 agreement, the Registrant had an option agreement to earn a 50% interest in the Getty Central Property from Robak Industries Ltd. and Masco Capital Inc. pursuant to an Agreement dated November 8, 1995, as amended August 14, 1996 (the Getty Central Agreement), subject to a 1.5% NSRR reserved in favour of Robak. The consideration was $10; reimbursement of $9,300 for certain costs incurred by Robak in acquiring and maintaining the claims in good standing; and a commitment to (a) incur the first $750,000 of exploration and development work on the claims, (b) complete a feasibility report prepared by a reputable engineer in accordance with industry practice on the claims and (c) to place the claims in commercial production on or before December 31, 2002.



15



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Until superseded by the November 8, 2002 agreement, the Registrant also had a an option agreement to earn a 50% interest in the Getty Southwest Property from Robak Industries Ltd. and Masco Capital Inc. pursuant to an Agreement dated November 8, 1995, as amended August 14, 1996 (the Getty Southwest Agreement), subject to a 1.5% NSRR reserved in favour of Robak. The consideration was $10; reimbursement of $13,300for certain costs incurred by Robak in acquiring and maintaining the claims in good standing; and a commitment (a) to incur the first $1,100,000 of exploration and development work on the claims, (b) complete a feasibility report prepared by a reputable engineer in accordance with industry practice on the claims and (c) a commitment to place claims in commercial product on or before December 31, 2002.



In December 2004, Highland Valley Copper (HVC) terminated its participation in a joint venture signed on December  19, 2003.



HVC spent $2.3 million dollars on line cutting, induced polarization surveys (IP), and diamond drilling. Only intrusive rocks and structures surrounding the Getty West Occurrence including the Transvaal property in which the Registrant formerly held an interest, exhibited significant copper mineralization and accompanying alteration.  Here, sub-economic copper mineralization within hydrobrecciated Guichon and Bethlehem intrusives were encountered.  The Cinder hill area contains a large tertiary volcanic center and is deeply covered with overburden.   The Glossie Copper Occurrence was not tested during this program.  Only weakly anomalous copper and zinc mineralization were encountered within silicified and metasomatized Nicola volcanics overlying weakly altered intrusives in the North Valley IP anomaly.  However the drilling here was very wide spaced and the Registrant intends to  carefully review this work in relation to earlier exploration results to determine if additional untested targets may exist in this area.  The iron sulphide mineralized tertiary volcanics intersected in hole 2004-16 returned only very weakly anomalous copper.



B.

Business Overview



The Registrant is engaged in the acquisition and exploration of natural resource properties.  Since 1993, the Registrant has been conducting exploration for copper on approximately 200 km2 in Highland Valley, British Columbia.  These properties adjoin the large porphyry copper mining and milling operations of Highland Valley Copper.



West Coast Environmental and Engineering (WCE) of Ventura and Nevada City, California, continues to work on a Preliminary Feasibility Study.  The focus is on a potential cathode copper and Molybdenum Trioxide production from the Getty North and Getty South oxide and sulphide resource zones. The new engineering study is intended to update the past work referred to above and includes possible development of both the copper and molybdenum oxide and sulphide resources.  The oxide and sulphide resources of the Getty North Deposit would potentially be open-pit mined in conjunction with the Getty South oxide and sulphide resources.



An update on the Preliminary Feasibility Study engineering report being carried out by WCE under the direction of Mr. Craig Parkinson P.Geo, the Qualified Person responsible for this study was announced in May 2008.  As the Getty North NI 43-101 compliant resource has been updated with molybdenum values, WCE  reports that the processing plan is proposed to be altered to effectively accommodate the molybdenum resource.  To facilitate effective recovery of the molybdenum resource, the option of dump and heap leaching of oxide ores has now been replaced by a flotation tailings leach system. This methodology is anticipated to allow maximum potential utilization of the updated Getty resources, and is analogous to other recent and successfully operating global hydrometallurgical production facilities.  Further, given the current global limited molybdenum roasting capacity, WCE is now investigating incremental added capacity in the hydrometallurgical pressure oxidation and metal recovery circuits for potential on-site custom processing of outside copper and molybdenum concentrates from other entities with available materials. In particular, the hydrometallurgical process plant now proposed for the Getty Project should allow treatment of much lower grade combined bulk copper and molybdenum concentrates, which could be a significant advantage over current molybdenum concentrate production and roasting practices.  However, at this time there can be no assurance that the proposed Preliminary Feasibility Study will indicate that the quality of the present resources will be upgraded to the status of reserves, or that the planned processes will be able to produce cathode copper material as proposed.  The above plans for producing copper concentrates and cathode copper may not be economically achievable even though the testing and planning to date indicate that the copper cathode could potentially be produced using the planned processes.



16



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The Registrant primarily has been exploring the Getty North and Getty South deposits. These deposits have copper mineral resource estimates that were received by the Registrant in August and June of 2007 respectively. In addition, the Getty North deposit has both copper and molybdenum mineral resource estimates that were received by the Registrant in February 2008.   These 2007 and 2008 technical reports meet the requirements of the CIM classifications referenced in National Instrument 43-101.



The 2007 Getty South technical report discloses an Inferred Resource of 28.16 million tonnes, having a grade of 0.47% copper at a cut off grade of 0.2% copper.



The 2007 Getty North technical report discloses indicated and inferred copper resources of oxide and sulphide zones at cut off grades of 0.2% and 0.3% copper. At a cut off grade of 0.2% copper, the Indicated Resource calculated was 32.106 million tonnes at a grade of 0.454% copper, and an Inferred Resource of 8.250 million tonnes at a grade of 0.355% copper. At a cut off grade of 0.3% copper, the Indicated Resource calculated was 30.730 million tonnes at a grade of 0.462% copper, and the Inferred Resource calculated was 3.983 million tonnes at a grade of 0.452% copper.  The 2008 Getty North technical report discloses the same indicated and inferred copper resources as the 2007 technical report.  In addition to the copper resources, the 2008 Getty North technical report discloses indicated molybdenum resources based on a cut-off grade of 0.2% copper. At a cut off grade of 0.2% copper, the molybdenum Indicated Resource calculated was 32.10 million tonnes at a grade of 0.015% molybdenum.   The Preliminary Feasibility Study is anticipated to update and disclose copper molybdenum resources, for both Getty North and Getty South.



The Registrants other identified potential mineral zones, known as North Valley; Glossie; Getty West, Northwest, Southwest, and Central; are all in the early stage of exploration and there is insufficient data to establish whether any resources may exist.  The Registrant continues to seek additional properties worthy of exploration and development.



The price of copper has decreased in 2009 as a result of worldwide economic conditions.    There is no way to predict future metal prices and therefore current prices may not reflect future prices and this may have a bearing on the time frame that would be required to place any mineral deposit that may be located on the property into commercial production.  The Registrant continues its efforts to move the properties into the development stage to take advantage of the current demand for copper.



C.

Organizational Structure

The Registrant is based in British Columbia, Canada.  The Registrant operates directly and has no material subsidiaries.

D.

Property, Plants and Equipment

The Registrant owns land and buildings in Logan Lake, British Columbia.  This property is encumbered by a first mortgage in the amount of $87,085 as of May 1, 2008.  These premises are used for core storage, field offices and vehicle storage.  For details of the Registrants mineral properties, see Getty Copper Project below.



The Getty Copper Project

The Getty Copper Highland Valley Project consists of certain mineral interests in the following contiguous claim groups (collectively, the Properties) each located in the Highland Valley, a historic copper producing area of the  Kamloops Mining Division in British Columbia (the Highland Valley). A 1.5% NRS royalty interest payable to Robak Industries Ltd. (owned by a related party see item 7)



17



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Figure 1A GETTY COPPER INC.   PROPERTY LOCATION MAP

[map1.jpg]



18



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Figure 1B GETTY COPPER INC.  HIGHLAND VALLEY PROPERTIES MAP

[map2.jpg]



19



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|                         |        |          |                        | 
|------------------------ | ------ | -------- | ---------------------- | 
|Property                 | Claims | Hectares | Percentage of Interest | 
|Getty North Property     | 26     | 1,600    | 100%                   | 
|Getty South Property     | 22     | 550      | 50%                    | 
|Getty Central Property   | 7      | 175      | 100%                   | 
|Getty Southwest Property | 61     | 2,925    | 100%                   | 
|Getty Northwest Property | 142    | 20,725   | 100%                   | 
|Bram Property            | 2      | 1,000    | 100%                   | 

There are no existing mines on the Registrants Properties, and the Registrant has no mineral producing properties at this time. All of the Registrants properties are exploration projects, and there is no assurance that a commercially viable deposit exists in any such properties until further exploration work and a comprehensive evaluation based upon unit cost, grade, tonnage recoveries and other factors conclude economic feasibility.

The following disclosure regarding accessibility, climate, local resources, infrastructure and physiography, history, geological setting, sampling and security of samples is common to all of the Properties. Disclosure respecting exploration, drilling, mineral resource and exploration and development for each of the individual properties is included below.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Properties are easily accessible by the Bose Lake road, which branches off 10 kilometres from the property from the paved Bethlehem Mine road. Forestry and drill roads provide access to the claims. Logan Lake, the closest support community, is about 15 kilometres east of the Getty Copper Highland Valley Project.

The nearest domestic airport is located in Kamloops about an hour drive from the south end of the Properties. The major city of Vancouver, B.C. situated approximately 330 kilometres to the southwest by the Coquihalla Highway, provides access to an international airport and seaport.

The Properties are located on and around Forge Mountain at an elevation between 1,450 to 1,900 metres. The topographic relief is moderate and the surface is covered by glacial deposits cut by recent stream channels. Small topographic highs are immediately underlain by glacial drift and Tertiary volcanic cover.

The climate is characteristic of the dry belt of the B.C. Interior Plateau and precipitation is about 23 centimeters annually. The seasonal climate conditions are generally moderate. Severe weather conditions can occur for isolated periods in the winter, although the snowfall is usually moderate and the summer temperatures are cool to warm.  Mean temperatures are 14.1°C in July and -6.6°C in January, respectively. Mining activities are able to continue year round.

The Registrant believes that an established mining infrastructure and a skilled labour force are available in the Highland Valley area, as the region has a history of porphyry copper mining. The water supply in the region is limited; however, a previous operator in the Highland Valley area obtained a water supply for its mining operations from groundwater. A 500 kva power line transverses the property and telephone service and natural gas is available in Logan Lake and at the nearby adjacent mine. The Registrant believes that all necessary mining infrastructure such as water, power and access will be available at the anticipated future mine sites.

The town of Logan Lake is the nearest municipality to the Properties and is the current location of the Registrants site office. Logan Lake has a population of approximately 2,300. It is linked to Vancouver, 330 kilometres to the southwest, via the Coquihalla Highway.



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History

The history of the Highland Valley copper district dates back to approximately 1896, when it was explored by prospecting, panning, trenching and drifting near high grade copper occurrences.

The following table is a breakdown of the Registrants deferred exploration and development costs on the Getty Copper Project to the dates indicated:

| |                       |   |              |   |   |            |   |   |            |   |   |            |   | 
| | --------------------- | - | ------------ | - | - | ---------- | - | - | ---------- | - | - | ---------- | - | 
| |                       |   | December 31, |   |   |            |   |   |            |   |  
| | Activity              |   | 2008         |   |   | 2007       |   |   | 2006       |   |   | 2005       |   | 
| | Drilling              |   | 4,715,326    |   |   | 4,715,326  |   | $ | 4,715,326  |   | $ | 4,715,326  |   | 
| | Environmental         |   | 254,456      |   |   | 254,456    |   |   | 254,456    |   |   | 254,456    |   | 
| | Pre Feasibility Study |   | 492,574      |   |   | 226,428    |   |   | 166,709    |   |   | 166,709    |   | 
| | Geoscience            |   | 3,116,258    |   |   | 3,073,793  |   |   | 2,986,698  |   |   | 2,963,117  |   | 
| | Metallurgy            |   | 987,113      |   |   | 987,113    |   |   | 1,059,514  |   |   | 694,189    |   | 
| | Assay                 |   | 624,642      |   |   | 624,094    |   |   | 623,775    |   |   | 623,775    |   | 
| | Other Costs           |   | 1,996,267    |   |   | 1,940,295  |   |   | 1,904,050  |   |   | 1,925,040  |   | 
| | Provision for         |   |              |   |   |            |   |   |            |   |   |            |   | 
| | impairment            |   | (9,514,843   | ) |   | (9,514,843 | ) |   | (9,514,843 | ) | $ | (9,514,843 | ) | 
| | Totals                | $ | 2,671,793    |   | $ | 2,306,662  |   | $ | 2,195,685  |   | $ | 1,827,769  |   | 

Geological Setting

The Getty Highland Valley Project mineral tenure is comprised of 210 square kms of contiguous mineral claims located in the Highland Valley, British Columbias premier copper producing area, approximately 200 km northeast of Vancouver (Figure 1). The local area contains excellent transportation and power infrastructure, a large pool of experienced mining and support personnel, and a mining based economy.

The Registrants mineral tenure contains favourable Guichon Creek Batholith geology and adjoins to the south with the large Cu-Mo mining and milling operations of the Highland Valley Copper Partnership (HVC) owned by Teck Cominco (97.5%) and Highmont Mining (2.5%).

The Registrants claims span the entire width of favourable Guichon Creek Batholith geology immediately to the north of HVCs holdings.  The Registrants most advanced projects, the Getty North and Getty South deposits, are located in the eastern part of the property in the same geological and structural setting as the Bethlehem Mine located five to eight km to the south.

Sampling and Analysis

Drill core is mechanically split along its long axis.  One half of the core is submitted for preparation and analysis, and the other half is geologically catalogued and stored on the site.

All assays and analyses are performed by Eco-Tech Laboratories in Kamloops, British Columbia, where they also store the samples they test for future reference.

Security of Samples

Drill core samples are stored in the Registrants alarmed office and warehouse facility.

Exploration

During 2004, Highland Valley Copper completed a $2.3 million dollar exploration program consisting of line cutting, IP surveys, and diamond drilling. The areas explored were the Glossie and Getty Northwest targets including the Transvaal property in which the Registrant formerly held an interest.  Only intrusive rocks and structures surrounding the Transvaal Occurrence exhibited significant copper mineralization and accompanying alteration.  Here sub economic copper mineralization within hydrobrecciated Guichon and Bethlehem intrusives were encountered.  The Cinder hill area contains a large tertiary volcanic center and is deeply covered with overburden.   The Glossie Copper Occurrence was not drill tested during this program.  Only weakly anomalous copper and zinc mineralization encountered within silicified and metasomatized Nicola volcanics overlying weakly altered intrusives in the North Valley IP anomaly were encountered.  However the drilling here was very wide spaced and the Registrant will carefully review this work in relation to earlier exploration results to determine if additional untested targets exist in this area.  The iron sulphide mineralized tertiary volcanics were intersected but returned only very weakly anomalous copper.



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Planned exploration for 2009



The Registrants exploration for 2009 is contingent on financing.



(a)

Getty North Property

Exploration

Prior to the acquisition of the Getty North Property by the Registrant from Robak and Masco, Robak held the Getty North Property for approximately two decades. During that period, in excess of $350,000 was spent on exploration work on the property consisting of silt and soil sampling, trenching and bulk sampling. Since the date of the Registrants acquisition of the Getty North Property to December 31, 2008, the Registrant has completed $8,758,308  of exploration work on the property, consisting of aerial photographic surveys and base map production, diamond drilling, geological mapping, assaying, induced polarization and magnetics geophysical surveys, soil geochemical surveys, metallurgical testing, and resource calculations.

The following table is a brief summary of documented drilling:

Getty North
Summary of Drilling

|          |                                                                      |            |       |         
|--------- | -------------------------------------------------------------------- | ---------- | ----- | --------
|          |                                                                      |            |       |         
|Period    | Company                                                              | Type       | Holes | Metres  
|1956-1957 | Northlodge Copper
Beaverlodge Diamond Uranium-Farwest Tungsten Group | Diamond    | 27    | 2,995   
|1957-1959 | Kennecott Copper                                                     | Diamond    | 2     | 345     
|1964-1965 | North Pacific Mines                                                  | Diamond    | 8     | 2,349   
|          |                                                                      | Percussion | 17    | 806     
|1965-1966 | Canex Aerial Exploration
(Now known as Placer-Dome)                  | Diamond    | 16    | 2,015   
|1967      | Isaac Schulman Syndicate                                             | Diamond    | 4     | 846     
|1968-1969 | Noranda Exploration                                                  | Diamond    | 7     | 957     
|1970      | North Pacific Mines                                                  | Percussion | 25    | 1,149   
|1971-1972 | Getty Mining Pacific                                                 | Percussion | 16    | 1,765   
|          |                                                                      | Diamond    | 3     | 635     
|1972-1973 | Quintana Minerals                                                    | Percussion | 16    | 2,004   
|1993      | Getty Copper Corp.                                                   | Diamond    | 5     | 557.9   
|1995      | Getty Copper Corp.                                                   | Diamond    | 33    | 7,652.6 
|1996      | Getty Copper Corp.                                                   | Diamond    | 41    | 10,691.5
|1997      | Getty Copper Corp.                                                   | Diamond    | 64    | 17,444.5
|2004      | Getty Copper Inc.                                                    | Diamond    | 16    | 4,711.6 



Also in 2004, the Registrant completed $979,963 of exploration in the Getty North area.  A 980 metric tonne bulk sample of oxidized material was removed from the Getty North deposit and stored near the Getty South deposit.  A 10-hole diamond drill program tested areas southeast of the Getty North deposit with only locally anomalous copper results being obtained. A combined line cutting, IP, multi-element geochemical soil sampling and drilling program was carried out on the Getty North Extension target immediately northeast of the Getty North deposit.  The surveys produced weak copper, lead, gold, and molybdenum anomalies and weak to moderate IP anomalies that when drilled returned locally weakly anomalous copper in altered and sheared intrusive rocks.



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In 1997, the Registrant undertook a $3 million program of drilling and sampling on the Getty North Property. As of December 31, 1997, the Registrant had completed 64 diamond drill holes totaling 17,444.5 metres (57,235.4 ft). These holes were systematically drilled on sections 30 metres apart to provide the density of data points required for an independent mineral deposit update. The Registrant has not defined or delineated any proven or probable reserves on the Getty North Property

Mr. A. Frye of KHA Resource Modeling Inc. independently performed a mineral deposit estimation using computerized 3D geological and block models.  The resource estimates generated from this block model are detailed in the following section on Mineralization. These 1997 calculations were made prior to implementation of National Instrument 43-101.  They are historical estimates only and should not be relied upon, however they were made by experienced professionals using standard methods appropriate for the time.

In December 1997, the Registrant retained Bateman engineering Inc. of Denver, Colorado (Bateman) to perform a pre-feasibilty study for the oxidized part of the Getty North Deposit and the proposed Getty North copper Plant.  Bateman recommended that the Registrant conduct a full feasibility for the Getty North Oxide Deposit.  Bateman also recommended that the Registrant conduct (prior to or during the full feasibility study) further leach and assay comparison test that might increase the mineable mineral deposit estimates.

Mineral speciation studies and petrographic studies were carried out in 2001 by G& T Metallurgical Services Ltd. and R.C. Wells, P.Geo on five samples from the oxidized part of the Getty North Deposit.  The principal objective of this work was to identify and quantify the various copper and gangue minerals present in the samples as part of the on-going metallurgical leach tests of the oxide deposit.  These studies indicated that secondary (oxide) copper minerals account for the bulk of the copper present in the samples and that calcite contents are generally trace, with up to a maximum of 1% in one sample.

The Registrant, also commissioned an Interim Scoping Study by Innovat Limited under the supervision of D.A. Mackie, P.Eng to investigate alternatives to the proposed Heap Leach SX/EW Cathode Copper plant suggested by Bateman Engineering Inc., for the Getty North Oxide Deposit in their Feasibility Outlook report of 1998.  The scoping study examined Continuous Vat Leach as an alternative to the SX/EW Heap Leach process and the production of Copper Sulphate Crystals and two different variations of Copper Powder Production Plants, in addition to Cathode Copper.  Based on this preliminary study and cursory market information, the production of Copper Powder appears to generate the best economics.

The Registrant concluded a program of hydrological baseline studies and data collection in the area of the proposed Getty North Oxide Mine and Processing Plant that had been carried out on a continuing basis since 1998 by M. Miles and Associates Ltd.

The Registrant commissioned W.J. McMillan, Ph.D., P.Eng. to complete a  Technical Report which was completed February 27, 2003 on the Getty Copper Property.   He reviewed all pertinent documentation and described his observations where applicable and appropriate on all portions of the property including the Getty North and other deposits, including earlier resource calculations and economic evaluations completed by independent qualified professional engineers.  Although accepted by the TSX Venture Exchange as a NI 43-101 compliant technical report, the BC Securities Commission advised the Registrant that it does not consider the McMillan Report as NI 43-101 compliant. A Canadian Securities Administrators NI 43-101 compliant resource estimate for Getty North was completed in August 2007, by Craig L. Parkinson, P.G and Mark E. Smith, P.E., G.E. of Vector Engineering.



The Registrant, in 2006,embarked on a metallurgy test program of its copper sulphide and copper oxide samples at SGS Lakefield Research Limited in Lakefield, Ontario. The test program determined the leach parameters and optimum chemistry for leaching copper from Gettys resource samples which had been forwarded to Lakefield. Additionally the Registrant contracted with Innovat Limited of Ontario to test the viability of using Innovats proprietary continuous vat leaching system to extract copper from the samples provided to Lakefield. The pilot plant testing confirmed the viability of the Innovat continuous vat leaching system and the Issuer  negotiated a non-exclusive license to commercially exploit the technology, however, the Registrant is no longer pursuing this exclusive agreement with Innovat, and is reviewing another method.



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Throughout  2008, West Coast Environmental and Engineering (WCE) of Ventura and Nevada City, California, continues to work on a Preliminary Feasibility Study.  The focus is on a potential cathode copper and Molybdenum Trioxide production from the Getty North and Getty South oxide and sulphide resource zones. The new engineering study is intended to update the past work referred to above and includes possible development of both the copper and molybdenum oxide and sulphide resources.  The oxide and sulphide resources of the Getty North Deposit would potentially be open-pit mined in conjunction with the Getty South oxide and sulphide resources.



Cautionary Note to U.S. Investors concerning estimates of resources  The following section uses the term resources.  We advise U.S. investors that while this term is recognized and required by Canadian Regulations, the U.S. Securities and Exchange Commission does not.  U.S Investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into reserves.

Mineralization

The Getty North deposit is situated in the north central portion of the Guichon Batholith, an area the Registrant believes has a favourable structural trend of copper deposits. The Registrant believes the deposit is predominantly hosted by quartz diorite of the Guichon variety cut by dykes and breccia zones. Sericite, chlorite and carbonate associated with copper mineralization overprints the protolith mineral assemblage.



Cross sections 30 meters apart based on extensive drilling (132 holes from 1993 to 1997) were used in the resource calculation, and over 200 holes were used in geological interpretation.  These sections show that the mineralization occurs in a shape similar to an inverted horseshoe containing a central zone of lower grade mineralization. The Getty North deposit displays continuity in a north northwest direction for a distance of at least 300 metres, ranging from 50 to over 150 meters wide in an east northeast-west southwest direction. Intrusive contacts and faulting, as seen in drill core, both control and displace mineralization, and dip steeply to the southwest.

In the central and north portions of the deposit a well-developed zone of oxidation occurs to a depth of more than 100 metres. In this area, oxidation of the primary sulphides is generally complete. Copper mineralization in the oxidized zone consists of chrysocolla, malachite, azurite, cuprite, copper manganese oxides, native copper and chalcocite. Primary sulphides generally occur below the oxidized zone and consist of, in order of abundance, pyrite, chalcopyrite, bornite, chalcocite and molybdenite.

Approximately 15% of the Getty North deposit is covered by unmineralized tertiary volcanic rock, varying in thickness from 2 metres to 70 metres.

Reserves

There are no resources described as mineral reserves on the Getty North Deposit.

Non-Reserves (Resources)

The following drill-indicated and drill-inferred mineral resource for the Getty North Deposit was calculated by KHA Resource Modelling Inc. on December 17, 1997, and approved as valid by Bateman Engineering Inc. of Arizona (1998) and Innovat Ltd. (2001) of Ontario for their pre feasibility reports to the company. The KHA calculations are based on a computer generated block model without any allowance for pit design or mining dilution.  The Registrant believes the deposit remains open to expansion at depth and possibly to the east where a large favourable anomaly has been identified and requires drill testing.  These historical estimates should not be relied upon since these following resource calculations were made prior to the implementation of the Canadian National Instrument 43-101 requirements and guidelines. These resource calculations were made by credible and experienced independent consultants following standard practices of the time.

Cautionary Note to U.S. Investors concerning estimates of Indicated Resources  The following section uses the terms Indicated Resources, we advise U.S. investors that while this term is recognized and required by Canadian Regulations, the U.S. Securities and Exchange Commission does not.  U.S Investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into reserves.



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Getty North Deposit  Indicated Resource

|              |                    |                                     |             
|------------- | ------------------ | ----------------------------------- | ------------
|              |                    |                                     |             
|              |                    | Total Resource
(Millions of tonnes) | Grade (% Cu)
|Oxide Zone    | 0.2% copper cutoff | 6.45                                | 0.541       
|Sulphide Zone | 0.2% copper cutoff | 25.65                               | 0.432       
|              |                    |                                     |             



Mineralized material or deposit is a mineralized body which has been delineated by appropriate drilling and/or underground sampling to support a sufficient tonnage of average grade of metals. Such deposits do not qualify as a reserve until a comprehensive evaluation, based upon unit cost, grade, tonnage recoveries and other factors, concludes economic feasibility.



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources.The following Section uses the terms Inferred Resources, we advise U.S. Investors that while this term is recognized in Canada and required by Canadian Regulations, the U.S. Securities and Exchange Commission does not recognize it.  Inferred Resources have a great amount of uncertainty as to their existence, and great uncertainty as to their 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.  U.S. investors are cautioned not to assume that part or all of an Inferred Resource exists, or is economically or legally mineable.



Getty North Deposit  Inferred Resources

|              |                    |                                     |             
|------------- | ------------------ | ----------------------------------- | ------------
|              |                    |                                     |             
|              |                    | Total Resource
(Millions of tonnes) | Grade (% Cu)
|Oxide Zone    | 0.2% copper cutoff | .429                                | 0.416       
|Sulphide Zone | 0.2% copper cutoff | 7.82                                | 0.352       
|              |                    |                                     |             

The 0.2% copper cutoff is considered a realistic figure for the Highland Valley area of British Columbia where power and water costs are lower, and mechanical efficiencies are higher than global averages for mines of similar size, grade, copper speciation and economic situation.  Bateman Engineering Inc. of Arizona, in 1998 was commissioned to complete a Feasibility Outlook report on the Getty north deposit.  Bateman calculated an incremental cutoff of 0.18% copper (for the oxide resource only), using a 1 to 1 waste to ore open pit stripping ratio, copper price of $US 0.85, copper recovery of 75%, and a combined mining, processing and administration cost of $4.02 per tonne of ore processed. The Registrants estimate of the three year average price of copper is at least $US 1.50 per pound ($US 2.64 per kilogram), considerably higher than the figure used in Batemans economic evaluation.



2008 Exploration Expenditures



An update on the Preliminary Feasibility Study engineering report being carried out by WCE under the direction of Mr. Craig Parkinson P.Geo, the Qualified Person responsible for this study was announced in May 2008.  As the Getty North NI 43-101 compliant resource has been updated with molybdenum values, WCE  reports that the processing plan is proposed to be altered to effectively accommodate the molybdenum resource.  To facilitate effective recovery of the molybdenum resource, the option of dump and heap leaching of oxide ores has now been replaced by a flotation tailings leach system. This methodology is anticipated to allow maximum potential utilization of the updated Getty resources, and is analogous to other recent and successfully operating global hydrometallurgical production facilities.  Further, given the current global limited molybdenum roasting capacity, WCE is now investigating incremental added capacity in the hydrometallurgical pressure oxidation and metal recovery circuits for potential on-site custom processing of outside copper and molybdenum concentrates from other entities with available materials. In particular, the hydrometallurgical process plant now proposed for the Getty Project should allow treatment of much lower grade combined bulk copper and molybdenum concentrates, which could be a significant advantage over current molybdenum concentrate production and roasting practices.  However, at this time there can be no assurance that the proposed Preliminary Feasibility Study will indicate that the quality of the present resources will be upgraded to the status of reserves, or that the planned processes will be able to produce cathode copper material as proposed.  The above plans for producing copper concentrates and cathode copper may not be economically achievable even though the testing and planning to date indicate that the copper cathode could potentially be produced using the planned processes.



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The 2008 Getty North technical report discloses the same indicated and inferred copper resources as the 2007 technical report.  In addition to the copper resources, the 2008 Getty North technical report prepared by West Coast Environmental and Engineering discloses indicated molybdenum resources based on a cut-off grade of 0.2% copper. At a cut off grade of 0.2% copper, the molybdenum Indicated Resource calculated was 32.106 million tonnes at a grade of 0.015% molybdenum.  A 2008 technical report on the Getty South deposit is under preparation and will disclose inferred molybdenum resources.  A summary of the 2008 Getty North mineral resources is provided below.





Getty North Mineral Resource Estimates



Based on a Cut-Off Grade = 0.2% Copper

|                              |               |                                     |              |                                 |  |  | 
|----------------------------- | ------------- | ----------------------------------- | ------------ | ------------------------------- |  |  | 
|                              |               |                                     |              |                                 |  |  | 
|Copper Resource Estimates    
|Resource Zone                 | Resource Type | Total Resource (millions of tonnes) | Grade
(% Cu) | Pounds of Copper (millions)    
|Oxide                         | Indicated     | 6.45                                | 0.541        | 76.98                          
|Inferred                      | 0.43          | 0.416                               | 3.94        
|Sulfide                       | Indicated     | 25.65                               | 0.432        | 244.36                         
|Inferred                      | 7.82          | 0.352                               | 60.70       
|Total                         | Indicated     | 32.10                               | 0.454        | 321.34                         
|Total                         | Inferred      | 8.25                                | 0.355        | 64.64                          
|Molybdenum Resource Estimates
|Resource Zone                 | Resource Type | Total Resource (millions of tonnes) | Grade
(% Mo) | Pounds of Molybdenum (millions)
|Oxide                         | Indicated     | 6.45                                | 0.013        | 1.849                          
|Sulfide                       | Indicated     | 25.65                               | 0.015        | 8.484                          
|Total                         | Indicated     | 32.10                               | 0.015        | 10.333                         



The Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards state, in part, that a mineral resource is an occurrence of natural solid material in the Earths crust in such form, quantity, and quality (grade) that the material has a reasonable prospect for economic extraction.  The location, quantity, grade, continuity, and geologic characteristics of the Getty North mineral resource are known and have been adequately interpreted from the available geologic evidence, data, and analytical test results.  The Getty North mineral resource has a reasonable prospect for economic extraction by modern surface and underground mining methods given the current metal prices and economic conditions.  Mineral resources that are not mineral reserves do not have demonstrated economic viability.



The sulphide copper is proposed to be treated using conventional milling and flotation as is done worldwide to produce copper concentrates. Any copper concentrate that might be produced is proposed to be pressure leached on site with industrially proven, low temperature-pressure oxidation autoclaving followed by solvent extraction and electro-winning (SX/EW) to produce high quality cathode copper metal.  Pressure oxidation of copper concentrates is a rapidly emerging industrially applied and environmentally sound technology. The proposed pressure oxidation facility at the Getty property would be based on this proven industrial technology. It would potentially offer the advantages of a large-scale application of the technical and financial advantages of low pressures and temperatures assuming that the planned study is positive.  However, at this time there can be no assurance that the proposed preliminary-feasibility study will indicate that the quality of the present resources will be upgraded to the status of reserves, or that the planned processes will be able to produce cathode copper material as proposed.  The above plans for producing copper concentrates and cathode copper may not be economically achievable even though the testing and planning to date indicate that the copper cathode could potentially be produced using the planned processes.



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(b)

Getty South Property

The Getty South Property is in the early exploration stage and there is insufficient data to establish whether proven or probable reserves exist on the property.  An extensive program of closely spaced definition drilling is required to test the property to the drill indicated level of confidence before a meaningful mineral resource estimate can be performed.

No operational mines exist on the Getty South Property, and any existing historical workings have been sealed as required under British Columbia law.

Exploration History

The property was acquired by Trojan Exploration Limited in 1955 and was explored by Trojan Consolidated Mines Limited by surface and underground methods. Recovery of copper values by diamond drilling at that time was poor. Approximately one million dollars was spent on exploration during the period 1955 to 1973. The following work was performed by previous operators before the Registrant acquired the property: Surface diamond drilling - 15,556 metres; Underground diamond drilling - 1158 metres; Percussion drilling - 319 metres; Underground drifting - 1719 metres; Two compartment shaft - 49.1 metres; and Surface trenching - 396 metres.

The Getty South Property is in the early stages of exploration, and based on the exploration to-date, the Registrant has not defined or delineated any proven or probable reserves on the Getty South Property. In 1992, an independent consultant performed a mineral deposit estimate based on physical work completed on the Getty South Property prior to the Registrants acquisition of the property. In 1996, the Registrant undertook a thirteen diamond drill-hole program aggregating 3236 meters of drilling that provided assay results that were lower than anticipated, and the Registrant had determined that the drilling completed at that time  was not reliable for determining grade.

There is no assurance that a commercially viable ore deposit (if any) exists on the Getty South Property until further exploration work and a comprehensive evaluation based upon unit cost, grade, tonnage recoveries and other factors conclude economic feasibility.

As part of a systematic assessment of the grade and extent of near-surface oxide/sulphide-copper mineralization at the Getty South deposit, a program of surface trenching consisting of 13 trenches totaling approximately 1572 metres in aggregate length was completed as of December 31, 1997. The assay results to date indicate that significant concentrations of copper, mostly as leachable oxide copper, occur over an area measuring approximately 240 metres by 40 metres. Additionally, significant results were obtained approximately 200 metres to the south.

The Registrant has completed initial exploration work of its own on the Getty South Property, including aerial photographic surveys and base map production, drilling, trenching, assaying, geophysical, geochemical and geological work, at a cost of $1,210,860 to December 31, 2008.



On June 18, 2007 Vector Engineering, Inc. of Grass Valley, California, delivered a NI 43-101 compliant technical report on the Getty South deposit. The report discloses an inferred resource estimate of 28.16 million tonnes, having a grade of 0.47% copper at a cut off grade of 0.20% copper.



In 2007, the Registrant primarily had been exploring the Getty North and Getty South deposits. The Getty North and Getty South deposits have copper mineral resource estimates that were received by the Company in August and June of 2007, respectively. In addition, the Getty North deposit has both copper and molybdenum mineral resource estimates that were received by the Company in February 2008.   These 2007 and 2008 technical reports meet the requirements of the CIM classifications referenced in National Instrument 43-101.



27



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On August 24, 2007, the Registrant announced that it had commissioned West Coast Environmental and Engineering, of Nevada City, California, to immediately commence a preliminary-feasibility study focused on potential cathode copper production from the Getty North and Getty South oxide and sulphide resource zones. The new engineering study is intended to update the past work referred to above and includes possible development of both the copper and molybdenum oxide and sulphide resources.  The oxide and sulphide resources of the Getty North Deposit would potentially be open-pit mined in conjunction with the Getty South oxide and sulphide resources.



The 2007 Getty North technical report prepared by Vector Engineering, Inc. discloses indicated and inferred copper resources of oxide and sulphide zones at cut off grades of 0.2% and 0.3% copper. At a cut off grade of 0.2% copper, the Indicated Resource calculated was 32.106 million tonnes at a grade of 0.454% copper, and an Inferred Resource of 8.250 million tonnes at a grade of 0.355% copper. At a cut off grade of 0.3% copper, the Indicated Resource calculated was 30.730 million tonnes at a grade of 0.462% copper, and the Inferred Resource calculated was 3.983 million tonnes at a grade of 0.452% copper.

Cautionary Note to U.S. Investors concerning estimates of resources  This section uses the term resources.  We advise U.S. investors that while this term is recognized and required by Canadian Regulations, the U.S. Securities and Exchange Commission does not.  U.S Investors are cautioned not to assume that any part or all of mineral deposits in this category will ever be converted into reserves.



Mineralization

The Getty South deposit is hosted within a breccia zone measuring approximately 600 metres from north to south, and 250 metres in width, which intrudes Guichon variety quartz diorite of the Guichon Creek Batholith. This breccia body is one of several which occur within a well-defined northerly trending structural zone of faulting and minor intrusions (dykes) that extends for 9 kilometres from the JA deposit through the Bethlehem orebodies and on through to the Getty North deposit. The breccia body consists of fragments of quartz diorite and dacite porphyry set in a matrix of finely broken and crushed rock and secondary minerals such as quartz and tourmaline. Mineralization in the form of specular hematite, chalcopyrite and secondary copper minerals, such as malachite, azurite, chrysocolla, cuprite and native copper occurs mostly between rock fragments and along structurally controlled veinlets and crush zones.

Drilling

The Getty South deposit has been less thoroughly drill tested than the Getty North deposit, but has been explored by one underground level comprising a 45-metre shaft, approximately 1775 metres of drifting and crosscutting and approximately 1477 metres of underground diamond and percussion drilling. Although 15,550 metres of surface drilling were completed by previous operators, it is reportedly of poor quality and thus is not a reliable base for calculating the copper mineral resource. During 1996, the Registrant completed an initial 13-hole reconnaissance large diameter diamond drilling program totaling 3236.2 metres that returned copper results lower than anticipated.  Previous engineering reports concluded that diamond drilling results based on poor recovery have proven unreliable when compared with underground development sampling, and that diamond and percussion drilling results to date do not match the overall grades returned from the currently interpreted areas of mineralization from the underground muck and bulk samples.  Closely spaced large diameter diamond or reversecirculation (RC) drilling has been recommended as a better method to determine the grade of near surface mineralization in the breccia deposit  Reopening the underground workings are being considered.

Underground development

The Getty South has been developed by a 45 meter (150 foot) vertical shaft and over 1500 meters of horizontal development and at least one raise.  Development took place in at least four campaigns from 1957 to 1974.  Development took place primarily to test the highest grade known mineralized zones.  Resource estimates were based primarily on the muck and bulk sample grades with additional data from mineralized and geological information derived from the drilling and 1997 trenching results.

Planned Exploration for 2009.



28



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Subject to financing the Registrant intends to carry out any exploration and metallurgical work recommendations provided in the preliminary feasibility study.

(c)

Getty Central Property

The Registrant has completed initial exploration work of its own on the Getty Central, including aerial photographic surveys and base map production, geochemical soil sampling, prospecting, geophysical surveys and geological work, at costs to December 31, 2008 of $57,540 for the Getty Central Property.

Exploration

The Getty Central Property is in the early exploration stage, and there is insufficient data to establish whether proven or probable reserves exist on the property. There are no existing mines on the property.   No exploration expenditures are planned in 2009.

d)

Getty Southwest Property

Exploration

The Registrant has completed initial exploration work of its own on the Southwest Property including aerial photographic surveys and base map production, geochemical soil sampling, prospecting, geophysical surveys and geological work, at costs to December 31, 2008 of $391,998.



The Getty Southwest Property is in the early exploration stage, and there is insufficient data to establish whether proven or probable reserves exist on the property. There are no existing mines on the property.  No exploration expenditures are planned in 2009.



Drilling

In 2004, HVC completed 6 diamond drill holes following up geological and IP targets.  No potentially economic mineralization was encountered.  Part of a large post mineral Eocene volcanic center was defined.

(e)

Getty Northwest Property

The Getty Northwest Property is comprised of 142 mineral claims acquired by the Registrant by staking. These claims are subject to a 1.5% net smelter return royalty reserved in favour of Robak..

The Getty Northwest Property is in the early exploration stage, and there is insufficient data to establish whether proven or probable reserves exist on the property. There are no existing mines on the property. The Registrant has not planned any exploration on the property for 2008, and any plans to develop a new mine on the property would be based on a full-scale feasibility study, if any, to determine the commercial feasibility of a mining operation on the property.

Exploration History

The Registrant has completed initial exploration work of its own on the Getty Northwest Property, including aerial photographic surveys and base map production, drilling, geochemical soil sampling, prospecting, geophysical surveys and geological mapping, at a cost to December 31, 2008 of $1,767,930.  HVC in 2004 completed a large line cutting and IP program over the area.

Drilling

During 1996, one exploratory diamond drill hole 254.4 metres (834 ft) deep was drilled, but no significant results were obtained. In 2004, HVC completed eight diamond drill holes following up the IP program.  Only locally weakly anomalous copper and zinc results were obtained usually in hornfelsed volcanic rocks overlying the intrusive rocks. HVC also completed one drill hole 500 meters east of the Glossie mineral occurrence in which a thick sequence of Eocene volcanics was intersected.  Pyritized sections returned weakly anomalous gold.



29



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There is no assurance that a commercially viable ore deposit exists on the Getty Northwest Property until further exploration work and a comprehensive evaluation based upon unit cost, grade, recoveries and other factors conclude economic feasibility.

Planned Exploration for 2009

Subject to financing the Registrant intends to carry out any exploration and metallurgical work recommendations provided in the preliminary feasibility study.



ITEM 5

Operating and financial review and prospects

Critical Accounting Policies

Under Canadian generally accepted accounting principles, corporate/administrative expenses are written off yearly and exploration and property acquisition expenses deferred (or capitalized). Such acquisition and exploration costs are written off where the Registrant seeks to abandon a property due to exploration program results which appear to warrant abandonment or when it appears the deferred costs may not be recoverable. Acquisition costs and exploration expenditures are financed through a combination of cash and common share issuances.





Overview

The Registrant is currently an expenditure-based organization whose business strategy is to acquire, explore and conduct detailed engineering and economic analysis of mineral deposits which have large tonnage and multi-year operation potential. None of the Registrants currently held or to be acquired mineral deposits currently hosts a mineral resource that can be said to be economic at current metals prices.

The Registrants financial statements are prepared on the basis that it will continue as a going concern. Given that the Registrant has no source of significant revenue this assumption is always subject to the further assumption that there will continue to be investment interest in funding large tonnage metal deposits which are not known to be economic in the current environment. The Registrant can give no assurance that it will continue to be able to raise sufficient funds and should it be unable to continue to do so, may be unable to realize on the carrying value of its resource project and the net realizable value could be materially less than the Registrants liabilities with a potential for total loss to the Registrant shareholders.

The Registrant does not believe that it is significantly impacted by the effects of inflation and the Canadian dollar has fluctuated in a relatively narrow band to the United States dollar (US$1.00: Cdn$0.97 to $1.29) during these three years.  The Registrant has not been materially affected by government economic, fiscal, monetary or political policies and the outlook for the Registrants assets primarily relate to the outlook for gold and copper. For information relating to the historical prices for copper and gold, see Trend Information below.

Operating Results  Fiscal 2008 Compared with Fiscal 2007

At December 31, 2008, the registrant had working capital of $358,634 compared to working capital of $59,974 at December 31, 2007.  During the year ending December 31, 2008, the increase in working capital is a result of funds raised through the issuance of stock, through private placement and exercising of warrants .  Current liabilities at December 31, 2008 decreased to $385,094 from $703,908 at December 31, 2007,due to a decrease in legal expenses, as many of these issues have been settled.

Net deferred exploration expenditures incurred during the year ended December 31, 2008,  $365,131 compared to $110,977 spent during the year ended December 31, 2007.

Shareholder equity increased to $4,765,919 during the year ended December 31, 2008 from $4,106,604 December 31, 2007 due to private placements and the exercising of warrants, the Registrant has no source of income other than interest earned on funds held in a term deposit.



30



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The Registrant earned $16,618 in interest income for the year ending December 31, 2008 compared to $10,138 at December 31, 2007.

During the year ended December 31, 2008 the Registrant earned $2,243 rental income for a road usage.  During the previous year ending December 31, 2007, the Registrant earned $2,264 for a portion of office space located in Logan Lake, British Columbia.

Operating Results  Fiscal 2007 Compared with Fiscal 2006

At December 31, 2007, the registrant had working capital of $59,974 compared to a working capital deficit of $329,618 at December 31. 2006.   During the year ending December 31, 2007, the decrease in working capital resulted from a private placement, exercise warrants, and Incentive Stock Options less funds paid out for expenses. Current liabilities at December 31, 2007 decreased to $703,908 from $871,256 at December 31, 2006, due to recognizing a mortgage payable of $88,166 as a long term liability.  The Mortgage was renewed in October 2007.

In May 2007, the Registrant completed a private placement of 13,000,000 units for gross proceeds of $1,300,000.  Each unit, priced at $0.10, is comprised of one common share and one-half of one purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.15.



Legal fees and deferred exploration expenditures absorbed a significant part of the capital during the year.

Net deferred exploration expenditures incurred during the year ended December 31, 2007, $110,977 compared to   $367,916, spent during the year ended December 31, 2006.

Shareholder equity increased to $4,106,604 during the year ended December 31, 2007 from $3,701,427  December 31, 2006 due to private placements, the Registrant has no source of income other than interest earned on funds held in a term deposit.

The Registrant earned $10,138 in interest income for the year ending December 31, 2007 compared to $13,104 at December 31, 2006.

During the year ended December 31, 2007 the Registrant earned $2,264  rental income for a portion of office space located in Logan Lake, British Columbia, compared to $3,957  during the previous year ending December 31, 2006.  The tenants were only in the building for a portion of the year ending December 31, 2007.



Liquidity and Capital Resources



On January 18, 2006, the registrant completed a private placement of 5,000,000 units.  Each unit consisted of one share valued at $0.10 and one-half share purchase warrant certificates, exercisable for one year at a price of $0.125 in the first six months and $0.15 in the second six months.  . These warrants were extended to January 16, 2008 at a price of $0.15.   As of May 12, 2008 125,000 warrants were exercised, leaving a balance of 2,375,000 whole warrants to expire unexercised.



On July 7, 2006, the Company completed a private placement and issued 10,000,000 units at $0.11 for gross proceeds of $1,100,000.  Each unit is comprised of one common share and one common share half-warrant, entitling the holder of each whole share purchase warrant to purchase an additional one common share of the Company for a period of 6 months (expiry date was extended to July 7, 2008 from January 7, 2007) at a price of $0.15.  No finders fees or commissions were paid.  Proceeds from the private placement were used to fund the Companys exploration and development programs, to pay ongoing legal expenses and for general working capital.  As of  May 20, 2008, 22,750 warrants were exercised, leaving a balance of 4,977,250 whole warrants.



On May 1, 2007, the TSX Venture  Exchange accepted for filing the companys proposal to issued 4,937,500 shares at a deemed value of 10 cents per share to settle outstanding debt for $493,750.



On May 7, 2007 the TSX Venture Exchange accepted the Companys non-brokered private placement of 13,000,000 units for gross proceeds of $1,300,000.  Each unit, at a price of $0.10, is comprised of one common share and one half-share purchase warrant, each whole share purchase warrant entitles the holder to purchase one additional common share at an exercise price of $0.15 per share until May 7, 2008.  At the expiration date,  these warrants were unexercised.  All securities issued were subject to a four-month hold period from the date of closing.



31



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On January 10, 2008, the Company closed a non-brokered  private placement for 10,000,000 shares at $0.10 per share, for proceeds of $1,000,000.  The TSX Venture Exchange accepted this private placement on January 10, 2008.  All Securities issued will be subject to a four-month hold period expiring on May 11, 2008.



During the year ending December 31, 2008, 3,253,630 warrants were exercised at $0.15 each for 3,253,630 common shares raising $488,044.50.  These warrants were from the July 7, 2006 private placement, the balance of the warrants expired July 8, 2008.  As of February 28, 2009, 80,892,537 shares were outstanding.



Possible Unavailability of Additional Financing.

The Registrant is currently pursuing financing opportunities to meet its administration costs. If the Registrant is unable to raise additional capital it will need to curtail its operations and the Registrant may be materially adversely affected.



Overview

Historically the Registrants sole source of funding was the sale of equity securities for cash primarily through private placements to sophisticated investors and institutions.  The Registrant has no assurance of continued access to significant equity funding.

Fiscal 2008 Compared with Fiscal 2007

As at March 31, 2009, the Registrants cash and short term investments was $ 622,558 .

The Registrants cash and short-term investments at December 31, 2008 were $716,313 compared to $755,929  at December 31, 2007.  The decrease is due to exploration spending during the year and administrative and legal expenses, the decrease is minimized because of a private placement and the exercising of warrants in 2008.   Aside from cash and short-term investments, the Registrant has no material unused sources of liquidity.

Fiscal 2007 Compared with Fiscal 2006

As at March 31, 2008, the Registrants cash and short term investments were $581,350.

The Registrants cash and short-term investments at December 31, 2007 were $755,929 compared to $498,055 at December 31, 2006.  During the year ending December 31, 2008, the decrease in working capital resultedfrom aprivate placement, exercise warrants, and Incentive Stock Options less funds paid out for expenses,particularly legal. (see item 8, Legal Proceedings of this annual report on Form 20F). Aside from cash and short-term investments, the Registrant has no material unused sources of liquidity.



Financial Instruments

The Registrant financed its activities from 1985 through 2008 primarily through the issuance of equity shares through private and public distributions. Certain of these financings were structured as flow through to provide a Canadian income tax incentive to make the securities more attractive. The Income Tax Act (Canada) provides certain incentives to encourage exploration on Canadian resource properties including the deductibility of a defined class of Canadian Exploration Expenses and Canadian Development Expenses which provide deductible pools of resource expenditures deductible against other sources of income.  The Registrant keeps its financial instruments denominated in Canadian dollars and does not engage in any hedging operations with respect to currency or in-situ minerals. Funds which are currently excess to the Registrants needs are invested in government of Canada or like debt obligations and other short term near cash investments pending the need for the funds.

The Registrant does not have any material commitments for capital expenditures and accordingly can remain relatively flexible in gearing its activities to the availability of funds. As of the fiscal 2008 year end, the Registrant estimates that the cost of maintaining its corporate administrative activities at approximately $20,000 exclusive of legal fees per month. Accordingly, the Registrants management estimate that a minimum of $240,000 will be needed to maintain its corporate status and assets over the ensuing two-year period and the Registrant has current working capital at March 31, 2009 of $243,278 which should be adequate to ensure continued viability over this period of time.

Research Expenditures



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The Registrant is a resource expenditure based corporation and accordingly does not have a program of intellectual property development or patenting or licensing issues.

Trend Information

In 2009 the Registrants planned exploration program and administrative costs will deplete funds generated from the January 2008 private placement.  Legal expenses have decrease substantially, now that many of the Registrants legal issues have been settled. See Item 8. A Legal Proceedings.

As a mineral exploration company, the Registrants activities are somewhat cyclical as metals prices have traditionally been cyclical in nature. The basic trend through the last few years for metal prices has been positive, and the recent gold price trend has continued to be positive. Copper is a commodity metal used extensively in the housing and automotive industries and accordingly, demand for copper varies directly with general economic conditions. Although the Registrants management is not in a position to forecast economic trends, it is aware that as of May 2009 widely read business periodicals continue to predict a variety of economic conditions which indicate that  the price of copper or gold will in all likelihood be tied to the economy.



The price of copper has significantly improved since 2004 as a result of increasing consumption and decreasing stocks.  Recent widely read business journals predict that metal prices in 2009 should continue at current levels due to simple supply and demand dynamics.



ITEM 5.E  OFF-BALANCE SHEET ARRANGEMENTS.

Not Applicable

ITEM 5.F  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS.



The Registrant is committed to make monthly payments of $3,000 to related parties for management fees and rent.



|                |       |                  |           |   |            | 
|--------------- | ----- | ---------------- | --------- | - | ---------- | 
|                | Total | less than a year | 1-3 years |  
|Rent            | $     | 6,000            | --        | $ | 6,000      | 
|Management Fees | $     | 30,000           | --        | $ | 30,000     | 
|Consulting Fees | $     | 30,000 US$       | --        | $ | 30,000 US$ | 



The Registrant has a mortgage payable which is secured by a first charge on land and building and requires monthly payments of $756 including interest at 7.5% per annum, and is repayable on October 1, 2012.



Principal repayments required are as follows:



| |      |   |       
| | ---- | - | ------
| | 2009 | $ | 2,653 
| | 2010 |   | 2,855 
| | 2011 |   | 3,074 
| | 2012 |   | 3,309 
| | 2013 |   | 76,276



ITEM6

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.

Directors and Senior Management as of May 1, 2009



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|                                                                                       |                                 |                                           
|-------------------------------------------------------------------------------------- | ------------------------------- | ------------------------------------------
|                                                                                       |                                 |                                           
|Name, Position and 
Place of Residence                                                 | Period a Director of the Issuer | Shares Beneficially
Owned or Controlled(1)
|Corby G. Anderson  PhD CEng
President, CEO, COO, Director
Butte, Montana, USA          | June 12, 2006 to date           | 60,000 Shares                             
|John B. Lepinski
Managing Director
Coquitlam, British Columbia                         | June 30, 1992 to date           | 19,924,877 Shares                         
|Donald R. Willoughby FCA
Chief Financial Officer, Director
Vancouver, British Columbia | June 30, 1992 to date           | 395,000 Shares                            
|Robert H. Peterson
Director
Boise, Idaho, USA                                          | August 16, 2007 to date         | 10,000 Shares                             
|Charles Mitchell, LLB
Director
Edmonton, Alberta                                       | November 30, 2004 to date       | NIL                                       
|Edward Leung, CGA
Director
Vancouver, British Columbia                                 | January 26, 2005 to date        | NIL                                       
|Dennis Milburn, CA
Director
Langley, British Columbia                                  | May 20, 2008 to date            | NIL                                       

Notes:

(1)

The information as to shares beneficially owned or controlled is furnished by the respective directors.

Occupation of Current Management of Getty

CORBY ANDERSON  President, CEO, COO, Director.  Dr. Corby Anderson CEng FIChemE, is the Principal Process Engineer, Center for Advance Mineral & Metallurgical Processing.

JOHN B. LEPINSKI  Managing Director.  John B. Lepinski is owner manager of a liquor distribution business and has thirty years experience in mining related enterprises.  He is also a shareholder, director and officer of several private companies and has served as a director of other public companies during the past twenty years.

DONALD R. WILLOUGHBY, FCA  Chief Financial Officer and Director. Mr. Willoughby is a Fellow Chartered Accountant . He is also a shareholder, director and officer of several private companies and has served as a director of other public companies during the past fifteen years.

ROBERT H. PETERSON  Director, Mr. Robert H. Peterson has a Bachelor of Science degree in Electrical Engineering.  He has also completed the Management Program for Executives and has received an Alfred P. Sloan Fellowship Award in M.S. Management.  Mr. Peterson has over 40 years of experience in the mining sector.

CHARLES MITCHELL, LLB, BA- Director, Mr. Charles Mitchell has a Bachelor of Law and Bachelor of Arts degrees and is a lawyer for Rogers Oil & Gas Inc.

EDWARD LEUNG, CGA  Director, Mr. Edward Leung is a certified general account and has over 25 years experience in the accounting and finance sector.  Mr. Leung has a Bachelor of Business Administration degree.

DENNIS MILBURN, CA  Director.  Mr. Dennis Milburn is a chartered accountant and has more than 40 years experience in the resource sector.



B.

Compensation

During the Registrants financial year ended December 31, 2008, the aggregate remuneration paid or payable to the Registrants directors and senior officers or companies or professional firms with which the directors or officers are associated, for rent, accounting, legal services, interest and geological consulting fees by a director was $87,467.



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Dr. Corby Anderson, President and director of the Registrant, and Mr. Donald R. Willoughby,  Chief Financial Officer and a director of the Registrant, are each a Named Executive Officer of the Registrant for the purposes of the following disclosure.

The compensation paid any Named Executive Officers during the Registrants three most recently completed financial years is as set out below:



|                                                   |           |                     |                        |                               |                                      |                                                 |                  |                           
|-------------------------------------------------- | --------- | ------------------- | ---------------------- | ----------------------------- | ------------------------------------ | ----------------------------------------------- | ---------------- | --------------------------
|                                                   |           |                     |                        |                               |                                      |                                                 |                  |                           
|                                                   |           | Annual Compensation | Long Term Compensation |                              
|                                                   |           |                     |                        |                               | Awards                               | Payouts                                         |                 
|Name and Principal Position                        | Year      | Salary
($)          | Bonus
($)              | Other Annual Compensation
($) | Securities Under Options Granted
(#) | Restricted Shares or Restricted Share Units
($) | LTIP Payouts
($) | All Other Compensation
($)
|Dr. Corby Anderson, President since July 20,  2007 | 2008
2007 | Nil
Nil             | Nil
Nil                | Nil
Nil                       | Nil
Nil                              | Nil
Nil                                         | Nil
Nil          | $32,3814$12,8854          
|John Lepinski, Managing Director,                  | 2008
2007 | Nil
Nil             | Nil
Nil                | Nil
Nil                       | Nil
Nil                              | Nil
Nil                                         | Nil
Nil          | $ 30,0003
$ 30,0003       
|Donald Willoughby, CFO                             | 2008
2007 | Nil
Nil             | Nil
Nil                | Nil
Nil                       | Nil
Nil                              | Nil
Nil                                         | Nil
Nil          | $17,9761
$69,4981         
|John Parks, Secretary, Since October 2004          | 2008
2007 | Nil
Nil             | Nil
Nil                | Nil
Nil                       | Nil
Nil                              | Nil
Nil                                         | Nil
Nil          | NIL
$ 105,0002            

1.  Fees paid to a professional accounting firm, of which Mr. Willoughbys professional corporation is one of the accounting firms corporate partners, as well as reimbursement for legal fees and court costs.



2.  Legal Fees paid to a law firm of which Mr. Parks is the principle.



3. Management fees paid to Freeway Properties Inc., a company controlled by John Lepinski.



4. Consulting fees paid to Allihies Engineering Inc., a company controlled by Corby Anderson.

Termination of Employment, Change in Responsibilities and Employment Contracts

There are no compensatory plans or arrangements with respect to the Named Executive Officers resulting from the resignation, retirement or any other termination of employment of the officers employment or from a change of the Named Executive Officers responsibilities following a change in control.

There are no arrangements under which directors were compensated by the Registrant during the financial year ended December 31, 2008 for their services in their capacity as directors and consultants except as herein disclosed. An accounting firm in which a director of the Registrant is associated charged the Registrant $17,976 (2007 - $14,080) for accounting fees related to tax filings, quarterly report review and  other professional accounting related matters.  The Company reimbursed the professional accounting firm $NIL (2007 - $55,418) for the directors time and disbursements for representing the Company in examinations of discovery carried out.   A Company controlled by the current president, Dr. Corby G Anderson billed the Company $32,381 (2007 $12,885) for consulting services.  John Parks, Solicitor, Corporate Secretary and director of the Company billed the Company $NIL (2007 - $105,000) for legal fees, as general counsel.  For the year ending December 31, 2007, the Company also paid $6,000 office rent and $30,000 management fees to companies controlled by the managing director.

C.

Board Practices



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All directors were re-elected at the June 26, 2008 annual general meeting and have a term of office expiring at the next annual general meeting of the Registrant which was held on June 10 2009 and all directors were re-elected at that meeting.  All officers have a term of office lasting until their removal or replacement by the Board of Directors.

At the June 26, 2008 directors meeting, Messrs. Leung CGA, Mitchell LLB, and Peterson, all independent directors,were appointed to the Registrants Audit Committee. The Board also appointed Messrs.  Milburn CA, Willoughby FCA and Anderson PhD.CEng to the Nominating and Corporate Governance Committee.  All Board committees are reviewed annually by the directors of the Registrant at the first meeting of the Board held after the Registrants annual general meeting.  At the June 10, 2009 directors meeting, the members of the committees were re-appointed for the ensuing year

The primary function of the Audit Committee is to review the financial statements of the Registrant before they are submitted to the board for approval. The Audit Committee is also available to assist the Board if required with matters relating to the appointment of the Registrants auditor and the overall scope and results of the audit, internal financial controls, and financial information for publication for various purposes. The Registrant has no remuneration committee.

D.

Employees

At December 31, 2008, 2007 and 2006 the Registrant had one direct employee.

E.

Share Ownership

As of December 31, 2008 an aggregate of 2,675,000 Shares have been reserved for issuance pursuant to the following director, executive officer and service provider stock options: At the annual general meeting held June 25, 2007, the shareholders passed a resolution increasing the number of reserved shares under the Plan to 6,700,000.

(a) Incentive Options

|                                   |           |   |                |               |            
|---------------------------------- | --------- | - | -------------- | ------------- | -----------
|                                   | Number of |   | Exercise Price | Date of Grant | Expiry Date
|Option holder                      | Shares    |   | per Share(1)   | (m/d/y)       | (m/d/y)    
|Donald Willoughby FCA, CFP         | 225,000   | $ | 0.20           | 5/16/2008     | 05/16/2013 
|John Lepinski                      | 350,000   | $ | 0.20           | 5/16/2008     | 05/16/2013 
|Edward Leung                       | 200,000   | $ | 0.20           | 5/16/2008     | 05/16/2013 
|Charles Mitchell                   | 200,000   | $ | 0.20           | 5/16,2008     | 05/16/2013 
|Dr. Corby G. Anderson CEngFIChemE  | 200,000   | $ | 0.20           | 5/16/2008     | 05/16/2013 
|Dr. Corby G. Anderson CEng FIChemE | 1,000,000 | $ | 0.25           | 7/20/2007     | 07/20/2010 
|Robert Peterson                    | 200,000   | $ | 0.25           | 8/15/2007     | 08/15/2010 
|Dennis Milburn                     | 200,000   | $ | 0.20           | 5/16/2008     | 05/16/2013 
|Marilyn Young                      | 100,000   | $ | 0.20           | 5/16/2008     | 05/16/2013 
|Notes:                             |           |   |                |               |            

(1.)

As of May 31, 2009 no options were exercised.

Securities Held By Insiders

As at May 1, 2009 the directors and officers of the Registrant and their affiliate companies held as a group, directly and indirectly, own or control an aggregate of 20,389,877 common shares (25.2%) and hold 2,575,000 options .





Material Terms of theRegistrants Stock Option Plan (The Plan)

Eligible Optionees

Under the policies of TSX V, to be eligible for the issuance of a stock option under the  Plan an Optionee must either be a director, officer, employee, consultant or an employee of a company providing management or other services to the Registrant at the time the option is granted.



36



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Options may be granted only to an individual or to a company that is wholly-owned by individuals eligible for an option grant.  If the option is granted to a company, that company must provide the TSX V with an undertaking that it will not permit any transfer of its shares, nor issue further shares, to any other individual or entity as long as the incentive stock option remains in effect without the consent of the TSX V.

Material Terms of the Plan

The following is a summary of the material terms of the  Plan:

(a)

all options granted under the  Plan are non-assignable and non-transferable and for a period of up to 10 years;

(b)

for stock options granted to employees or service providers (inclusive of management company employees), the Registrant is required to represent that the proposed Optionee is a bona fide employee or service provider (inclusive of a management company employee), as the case may be, of the Registrant.;

(c)

if an Optionee ceases to be employed by the Registrant or to provide services to the Registrant (other than as a result of termination with cause) or ceases to act as a director or officer of the Registrant or a subsidiary of the Registrant, any option held by such Optionee may be exercised within 90 days after the date such Optionee ceases to be employed as an officer or director or, as the case may be, or within 30 days if the Optionee is engaged in investor relations activities and ceases to be employed to provide investor relations activities;

(d)

the minimum exercise price of an option granted under the  Plan must not be less than the closing price for the Registrants common shares as traded on the TSX V on the last trading day before the date that the option is granted less allowable discounts as permitted by the TSX V of up to 25%; and

(e)

no Optionee can be granted an option or options to purchase more than 5% of the outstanding listed shares of the Registrant in a one year period.



1.

Vesting of options is at the discretion of the board of directors and will be subject to a) and b).



2.

Options granted to Consultants retained by the Registrant pursuant to a short term contract or for a specific projects with a finite term, will be subject to such vesting provisions determined by the board of directors of the Registrant at the time of the Option Commitment is made, subject to Regulatory Approval.



The Registrant will obtain "disinterested" shareholders' approval (described below) if:

(a)

the number of options granted to Insiders of the Registrant exceeds 10% of the Registrants outstanding listed shares; or

(b)

the aggregate number of options granted to Insiders of the Registrant within a one year period exceeds 10% of the Registrants outstanding listed shares; or

(c)

the number of options granted to any one Insider and such Insiders associates within a one year period exceeds 5% of the Registrants outstanding listed shares; or

(d)

the Registrant is decreasing the exercise price of options previously granted to Insiders.

Disinterested Shareholder Approval

If options are granted by the Registrant under the  Plan, which trigger the requirement for disinterested shareholder approval (DSA Options), the DSA Options need to be presented to shareholders of the Registrant for approval at an  annual general or special meeting of the Registrant.  No DSA Options can be exercised by the Optionee until disinterested shareholder approval has been obtained.



Disinterested shareholder approval means the approval by a majority of the votes cast by all shareholders of the Registrant at the shareholders meeting excluding votes attached to listed shares beneficially owned by "Insiders" of the Registrant (generally officers and directors) to whom the DSA Options have been granted under the  Plan and Associates of those Insiders.

At the June 25, 2007 annual general meeting shareholders approved a resolution increasing the number of shares in the Registrants fixed share option plan to 6,700,000. The amendment to the Registrants fixed share option plan had been previously approved by the TSX Venture Exchange.



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ITEM7

MAJORSHAREHOLDERSAND RELATED PARTY TRANSACTIONS

A.

Major Shareholders

To the extent that the following information is known to the Registrant or can be ascertained from public filings, the following shareholders beneficially own more than 5 % of the Registrants voting securities:

John Lepinski 19,924,877   24.6%

Ralph Berezan 15,533,410  19.2%

Lisa Lepinski 7,827,523   9.6%

Brent Lepinski 6,094,363 7.5%

Tara Hamaoka 4,158,117 5.1%



The Registrants securities are recorded on the books of its transfer agent in registered form, however, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective brokerage clients, and the Registrant does not have knowledge or access to information about of the beneficial owners thereof.  To the best of its knowledge, the Registrant is not directly or indirectly owned or controlled by a corporation or foreign government.  As of December 31, 2008, the Registrant had unlimited authorized common shares without par value of which 80,892,537 (May 31, 2009: 80,892,537)



The Registrants major shareholders do not have  voting rights different from other holders of the Registrants common shares.

Underthe British Columbia Securities Act,insiders (generally officers, directors, holders of 10% or more of the Registrants shares) are required to file insider reports of changes in their ownership in the first 10 days of the month following a trade in the Registrants securities.  Copies of such reports are available for public inspection at the offices of the British Columbia Securities Commission, Suite 200 - 865 Hornby Street, Vancouver, British Columbia V6Z 2H4 (phone (604) 899-6500) or at the British Columbia Securities Commission web site (www.bcsc.bc.ca).

As of April 30, 2009 there were 57 registered shareholders of record holding a total of  80,892,537 common shares of the Registrant.  To the best of the Registrants knowledge there were 41 registered shareholders of record with registered addresses in Canada, 10 shareholders of record with registered addresses in the United States and 6 shareholders of record with registered addresses in other countries holding approximately 80,653,990 (99.7%)- 235,422 (0.29%) and 3,125 (0.01%) of the outstanding common shares, respectively.  Shares registered in intermediaries were assumed to be held by residents of the same country in which the clearing house was located.

B.

Related Party Transactions

No director or senior officer, and no associate or affiliate of the foregoing persons, and no insider has or has had any material interest, direct or indirect, in any other transactions, or in any other proposed transaction, which in either such case has materially affected or will materially affect the Registrant or its predecessors during the year ended December 31, 2008, except on December 9, 2002, the Registrant held a Special Meeting whereby the shareholders approved an ordinary resolution of disinterested shareholders authorizing the directors to conclude a proposed agreement between the Registrant and Robak Industries Ltd., a holding company of director John Lepinski to acquire the Getty South property (as to 50%) and 100 % of the Southwest and Central mineral claims (each subject to a 1.5% NSR) for a total of 12.0 million (pre-reversed-split) fully paid common shares.   The transaction received TSX V approval on March 7, 2003 and details of the transaction can be reviewed in the management proxy circular prepared for the December 9, 2002 meeting which is publicly accessible at www.sedar.com.

In 2004, the Board of Directors considered acquiring the remaining 50% of Getty South from Robak.  The board commissioned a valuation of the Robak interest from the same party who carried out the 2002 valuation.  The valuator presented information about his 2002 report that caused the board to re-examine the 2002 transaction.  A committee of the whole of the directors, with the exception of John Lepinski, as an independent review committee, has initiated a thorough review of the historical geological data of the Getty South Property.  To date the board has received nothing that would suggest that the Getty South acquisition should be rescinded.



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On June 18, 2007 Vector Engineering of Sacramento, California delivered a NI 43-101 compliant technical report on the Getty South deposit. The report discloses an inferred resource estimate of 28.16 million tonnes, having a grade of 0.47% copper at a cut off grade of 0.20% copper.

C.

Interests of Experts and Counsel

Not applicable.

ITEM8

FINANCIAL INFORMATION

A.

Financial Statements and Other Financial Information

The Registrants annual audited financial statements for fiscal years ended December 31, 2008 , 2007 and 2006 can be found under Item 17 of this annual report on Form 20-F.



Legal Proceedings

On January 10, 2005, former director Robert Gardner and on May 27, 2005, former director Vittorio Preto, filed  Third Party actions against the Registrant claiming indemnification from any costs and/or damages arising from a lawsuit brought November 24, 2004 against Gardner and Preto . The Registrant filed a Defence to the claim insisting that Gardner and Preto are not entitled to indemnification, asserting that Gardner and Preto did not act honestly and in good faith with a view to the best interests of the Registrant and otherwise did not discharge the fiduciary and other duties they owed to the Registrant as directors. In late June, 2007 the Registrant settled this litigation and without any of the parties acknowledging liability, the lawsuit was discontinued and mutual Releases exchanged.



On January 26, 2005, the Registrant caused its counsel, Stikeman Elliott, to initiate an action in the BC Supreme Court taxing the account of Blake Cassels & Graydon. The hearing for the taxation has been adjourned sine die.



On March 14, 2006, the Company filed for leave of the Supreme Court of British Columbia to issue a Counter Claim against former directors Robert Gardner and Vittorio Preto as well as Ross Glanville and Ross Granville & Associates claiming damages for negligence and breach of fiduciary duties owed to the Company. In late June, 2007 the Registrant settled this litigation and without any of the parties acknowledging liability, the lawsuit was discontinued and mutual releases exchanged.



On April 25, 2006, the Company initiated a lawsuit in the Supreme Court of British Columbia against the law firm of Blake Cassels & Graydon LLP. The lawsuit claims inter alia, negligence and damages for breach of duty owed to the Company.



On July 7, 2006, a number of Plaintiffs including Robert Gardner and Gordon Blankstein, initiated a lawsuit against the Registrant and a number of past and current directors claiming, inter alia, that the business or affairs of the Company is oppressive or unfairly prejudicial to or has unfairly disregarded the interests of the plaintiffs and those similarly situated. The Company believes the allegations are totally without foundation and has instructed counsel to vigorously defend the action. In May 2008, the plaintiffs and Getty Copper Inc. concluded a settlement of the action in which both the plaintiffs' claims and the defendants' counterclaim have been dismissed without costs to any party.  No settlement payments were transferred or received by either party.

Dividend Policy

The Registrant has not paid any dividends on its outstanding common shares since its incorporation and does not anticipate that it will do so in the foreseeable future.  All funds of the Registrant are being retained for exploration of its Projects.



B.

Significant Changes

There have been no significant changes to the accompanying financial statements since December 31, 2004, except as disclosed herein.



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ITEM9

THE OFFER AND LISTING

A.

Offer and Listing Details

The following information provides the price history of the Registrants common shares that are listed on the TSX V



|                   |       |       |                |       |      
|------------------ | ----- | ----- | -------------- | ----- | -----
|                   | High  | Low   |                | High  | Low  
|                   | ($)   | ($)   |                | ($)   | ($)  
|Annual             |       |       | By Quarter     |       |      
|Fiscal Year 2008   | 0.16  | 0.015 | Fiscal 2007    |       |      
|Fiscal Year 2007   | 0.40  | 0.075 |                |       |      
|Fiscal Year   2006 | 0.145 | 0.085 | First Quarter  | 0.13  | 0.085
|Fiscal Year 2005   | 0.19  | 0.07  | Second Quarter | 0.40  | 0.11 
|Fiscal Year 2004   | 0.80  | 0.16  | Third Quarter  | 0.385 | 0.14 
|                   |       |       | Fourth Quarter | 0.15  | 0.075
|                  
|Monthly            |       |       | Fiscal 2008    |       |      
|                   |       |       | First Quarter  | 0.105 | 0.075
|January, 2009      | 0.03  | 0.02  | Second Quarter | 0.175 | 0.07 
|February, 2009     | 0.025 | 0.02  | Third Quarter  | 0.16  | 0.06 
|March, 2009        | 0.035 | 0.02  | Fourth Quarter | 0.055 | 0.015
|April, 2009        | 0.03  | 0.015 |                |       |      
|May, 2009          | 0.045 | 0.025 | Fiscal 2008    |       |      
|                   |       |       | First Quarter  | 0.035 | 0.015

B.

Plan of Distribution

Not applicable.

C.

Markets

The shares of the Registrant have traded in Canada on the TSX V, formally Canadian Venture Exchange (CDNX successor Exchange to the Vancouver Stock Exchange) commencing June 9, 1993, (symbol-GTY) and since December 6, 1996 on the Toronto Stock Exchange (TSE).  On August 1, 2000 the Registrants common shares were suspended from trading on the TSE due to the Registrants level of business activity and the amount of its exploration expenditures.  The Registrant  delisted from the Toronto Stock Exchange and currently only trades on the TSX V.  The Registrants securities are not being offered or listed on any other stock exchange or regulated market other than the TSX V.

D.

Selling Shareholders

Not applicable.

E.

Dilution

Not applicable.

F.

Expenses of the Issue

Not applicable.



ITEM10ADDITIONAL INFORMATION

A.

Share Capital



Not applicable.



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B.

Memorandum and Articles of Association

The Registrants Articles of Incorporation are registered with Industry Canada under Certificate No. 197635-1 under the Canada Business Corporations Act (CBCA).

Objects and Purposes

The Registrants Restated Articles of Incorporation do not specify objects or purposes.

Directors Powers and Limitations

The Registrants By-laws specify that there will be a minimum of three and a maximum of seven directors. Directors automatically retire at the commencement of each annual meeting subject to being re-elected.

Although the Registrants directors and officers have various fiduciary obligations to the Registrant, situations may arise where the interests of the directors and officers could conflict with those of the Registrant.  The potential conflicts of interest arise as a result of common ownership and certain common directors, officers, and personnel of the Registrant and their associates and affiliates.  These conflicts are normally resolved in accordance with the CBCA (in the case of the Registrant) which requires disclosures of conflicts at meetings of the directors held for the purposes, inter alia, of acquiring assets or dealing in assets in which directors have an interest.  These directors are then prevented from voting on any resolution passed by the Board with respect to any such acquisition or dealing.

The CBCA, however, provides that directors who have an interest in the transaction or matter can vote on any resolution if the contract they are approving is an arrangement by way of security for money lent or obligations undertaken by the director for the benefit of the Registrant, relating to the remuneration of the director, relating to indemnities or insurance for directors or a contract with an affiliate.

The directors and officers of the Registrant are both by statute and at common law, required to act fairly and in the best interest of the Registrant and are not permitted to breach this fiduciary duty for their own benefit.

While the Registrant does not anticipate making any loans to directors, officers or affiliates, if such a need should arise, no future loans will be made to such persons absent a bona fide, and independent business purpose.

Shareholders Meetings

Under the CBCA, the Registrants directors must call an annual meeting of shareholders not later than 15 months after holding the last preceding annual meeting and may at any time call a special meeting of shareholders.

For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination, but such record date shall not proceed by more than 50 days or by less than 21 days the date on which the meeting is to be held.

Under the CBCA, notice of the time and place of a meeting of shareholders shall be sent not less than 21 days nor more than 50 days before the meeting to each shareholder entitled to vote at the meeting.  A National Policy Statement of the Canadian Securities Regulators extends the date by which notice must be given to shareholders.  Under that National Policy Statement an advance notice of annual meeting must be published 60 days before the date of such annual meeting.  As well, the National Policy Statement requires that meeting materials be sent to registered holders approximately 35 days before the meeting date, so that such registered holders can forward the materials to beneficial holders.



Common Shares

The holders of Common Shares are entitled to one vote for each share on all matters submitted to a vote of shareholders.  There is no cumulative voting with respect to the election of directors.  Accordingly, holders of a majority of the shares entitled to vote in any election of directors may elect all of the directors standing for election.  Subject to preferences that may be applicable to any then outstanding Preferred Shares, the holders of Common Shares are entitled to receive such dividends, if any, as may be declared by the Board of Directors from time to time out of legally available funds.  Upon liquidation, dissolution or winding up of the Registrant, the holders of Common Shares are entitled to share rateably in all assets of the Registrant that are legally available for distribution, after payment of all debts and other liabilities.  The holders of Common Shares have no redemption or conversion rights.  The rights, preferences and privileges of holders of Common Shares are subject to the rights of the holders of shares of any series of Preferred Shares that the Registrant may issue in the future.



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Redemption

The Registrant has no redeemable securities authorized or issued.

Pre-emptive Rights

There are no pre-emptive rights applicable to the Registrant which provide a right to any person to participate in offerings of the Registrants securities

Liquidation

All common shares of the Registrant participate rateably in any available assets in the event of a winding up or other liquidation.

No Limitation on Foreign Ownership

There are no limitations under the Registrants Articles or in the CBCA on the right of persons who are not citizens of Canada to hold or vote common shares.  (See also Exchange Controls  below.)

Dividends

Dividends may be declared by the Board out of available assets and are paid rateably to holders of common shares.  No dividend may be paid if the Registrant is, or would thereby become, insolvent.

Voting Rights

Each Registrant share is entitled to one vote on matters to which common shares ordinarily vote including the election of directors, appointment of auditors and approval of corporate changes and other matters requiring shareholder approval.

Change in Control

The Registrant has not implemented any shareholders rights or other poison pill protection against possible take-overs.  The Registrant does not have any agreements which are triggered by a take-over or other change of control.  There are no provisions in its articles triggered by or affected by a change in outstanding shares which gives rise to a change in control.

Share Ownership Reporting

The articles of the Registrant do not require disclosure of share ownership.  Share ownership of director nominees must be reported annually in proxy materials sent to the Registrants shareholders.  There are no requirements under British Columbia corporate law to report ownership of shares of the Registrant but the British Columbia Securities Act requires disclosure of trading by insiders including holders of 10% of voting shares within 10 days of the trade.  Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide seven days advance notice of share sales.



C.

Material Contracts

(a)

The Registrants material contracts are as follows:

1.

Subscription Agreement, January 2008 Private Placement $1,000,000; On January 10, 2008, the Company closed a non-brokered  private placement for 10,000,000 shares at $0.10 per share, for proceeds of $1,000,000.  The TSX Venture Exchange accepted this private placement on January 10, 2008.  All Securities issued were subject to a four-month hold period expiring on May 11, 2008.



D.

Exchange Controls

The Registrant is a Canadian Company.  There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements.  Any such remittances to United States residents are generally subject to withholding tax.  See Taxation, below.



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There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of the Registrant on the right of a non-resident to hold or vote the Common Shares, other than as provided in the Investment Canada Act (Canada) (the Investment Act).  The following discussion summarizes the material features of the Investment Act for a non-resident who proposes to acquire a controlling number of Common Shares.  It is general only, it is not a substitute for independent advice from an investors own advisor, and it does not anticipate statutory or regulatory amendments.  The Registrant does not believe the Investment Act will have any affect on it or on its non-Canadian shareholders due to a number of factors including the nature of its operations and the Registrants relatively small capitalization.

The Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an entity) that is not a Canadian as defined in the Investment Act (a non-Canadian), unless after review the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada.  The size and nature of a proposed transaction may give rise to an obligation to notify the Director to seek an advance ruling.  An investment in the Common Shares by a non-Canadian other than a WTO Investor (as that term is defined in the Investment Act and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when the Registrant was not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Registrant and the value of the assets of the Registrant, as determined in accordance with the regulations promulgated under the Investment Act, was $5 million or more, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canadas cultural heritage or national identity, regardless of the value of the assets of the Registrant.  An investment in the Common Shares by a WTO Investor, or by a non-Canadian when the Registrant was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Registrant and the value of the assets of the Registrant, as determined in accordance with the regulations promulgated under the Investment Act, was not less than a specified amount, which for 2001 exceeds Cdn$192 million.  A non-Canadian would acquire control of the Registrant for the purposes of the Investment Act if the non-Canadian acquired a majority of the Common Shares.  The acquisition of less than a majority but one-third or more of the Common Shares would be presumed to be an acquisition of control of the Registrant unless it could be established that, on the acquisition, the Registrant was not controlled in fact by the acquirer through the ownership of the Common Shares.



The foregoing assumes the Registrant will not engage in the production of uranium or own an interest in a producing uranium property in Canada, or provide any financial service or transportation service, as the rules governing these businesses are different.

Certain transactions relating to the Common Shares would be exempt from the Investment Act, including

a)

an acquisition of the Common Shares by a person in the ordinary course of that persons business as a trader or dealer in securities,

b)

an acquisition of control of the Registrant in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act, and

c)

an acquisition of control of the Registrant by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Registrant, through the ownership of the Common Shares, remained unchanged.

E.

Taxation

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of common stock of the Registrant for a shareholder of the Registrant who is not a resident of Canada but is a resident of the United States and who will acquire and hold shares of common stock of the Registrant as capital property for the purposes of the Income Tax Act (Canada) (the Canadian Tax Act).  This summary does not apply to a shareholder who carries on business in Canada through a permanent establishment situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholders holding in the Registrant is effectively connected with such permanent establishment or fixed base.  This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of the administrative practices of Canada Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof.  It has been assumed that there will be no other relevant amendment of any governing law although no assurance can be given in this respect.  This discussion is general only and is not, nor is it intended to provide a detailed analysis of the income tax implications of any particular shareholders interest.  Investors are advised to obtain independent advice from a shareholders own Canadian and U.S. tax advisors with respect to income tax implications pertinent to their particular circumstances.



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The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended (the Convention).

Dividends on Common Shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends paid or deemed to have been paid to him or her by a corporation resident in Canada.  The Registrant is responsible for withholding of tax at the source.  The Convention limits the rate to 15 percent if the shareholder is a resident of the United States and the dividends are beneficially owned by and paid to such shareholder, and to 5 percent if the shareholder is also a corporation that beneficially owns at least 10 percent of the voting stock of the payor corporation.



The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up or stated capital of the Registrant had increased by reason of the payment of such dividend.  The Registrant will furnish additional tax information to shareholders in the event of such a dividend.  Interest paid or deemed to be paid on the Registrants debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities, the relationship of the debt holder to the Registrant and any applicable tax treaty.

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

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayers capital gain or capital loss from a disposition of a share of common stock of the Registrant is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition.  The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties.  50% of the capital gains net of losses are included in income for Canadian income tax purposes.  The amount by which a shareholders capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of "taxable Canadian property."  Shares of common stock of the Registrant will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series in the capital stock of the Registrant belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder and persons with whom the shareholder did not deal at arms length and in certain other circumstances.

The Convention relieves United States residents from liability for Canadian tax on capital gains derived on a disposition of shares unless

(a)

the value of the shares is derived principally from real property in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production,

(b)

the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident in Canada, or

(c)

the shares formed part of the business property of a permanent establishment that the holder has or had in Canada within the 12 months preceding the disposition.

United States Tax Consequences

United States Federal Income Tax Consequences



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The following is, in the opinion of the Registrant after consultation with its professional advisors, a discussion of 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 Registrant.  This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder.  In addition, this discussion does not cover any state, local or foreign tax consequences.  (see Taxation  Canadian Federal Income Tax Consequences above).  Accordingly, holders and prospective holders of common shares of the Registrant are urged to consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of common shares of the Registrant, based upon their individual circumstances.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations.  This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

THIS SUMMARY WAS NOT WRITTEN AND IS NOT INTENDED TO BE USED, AND CANNOT BE USED, BY ANY PERSON FOR THE AVOIDANCE OF ANY PENALTIES WITH RESPECT TO TAXES THAT MAY BE IMPOSED ON SUCH PERSON.  EACH U.S. HOLDER AND PROSPECTIVE HOLDER OF COMMON SHARES OF THE REGISTRANT SHOULD CONSULT ITS OWN TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSIDERATIONS RELEVANT TO SUCH U.S. HOLDER AND ITS PARTICULAR CIRCUMSTANCES.



U.S. Holders

As used herein, a U.S. Holder means a holder of common shares of the Registrant 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, an entity created or organized in or under the laws of the United States or of any political subdivision thereof which has elected to be treated as a corporation for United States federal income tax purposes (under Treasury Regulation Section 301.7701-3), an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a functional currency other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of the total outstanding stock of the Registrant.  This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.  In addition, this summary does not address special rules applicable to United States persons (as defined in Section 7701(a)(30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.

Distribution on Common Shares of Getty

In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Registrant are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Registrant 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 Registrant, 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 property.  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.



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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, provided that there are no expenses associated with the transaction that meet the requirements 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 Registrant generally will not 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 and which owns shares representing at least 10% of the voting power and value of the Registrant may, under certain circumstances, be entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of the voting power and value of the Registrant) deduction of the United States source portion of dividends received from the Registrant (unless the Registrant qualifies as a foreign personal holding company or a passive foreign investment company, as defined below).  The Registrant does not anticipate that it will earn any United States income, however, and therefore does not anticipate that any U.S. Holder will be eligible for the dividends received deduction.



Under current Treasury Regulations, dividends paid on the Registrants common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax.  However, dividends and the proceeds from a sale of the Registrants common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 28% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9.  Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holders U.S. federal income tax liability, provided the required information is furnished to the IRS.

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 Registrant 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 generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders United States income tax liability that the U.S. Holders foreign source 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.  Dividends distributed by the Registrant will generally constitute passive 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 Registrant should consult their own tax advisors regarding their individual circumstances.



Disposition of Common Shares of Getty

In general, U.S. Holders will recognize gain or loss upon the sale of common shares of the Registrant 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 Registrant.  Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts.  In general, gain or loss on the sale of common shares of the Registrant will be long-term capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted.  For U.S. Holders that are 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.



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Other Considerations

Set forth below are certain material exceptions to the above-described general rules describing the United States federal income tax consequences resulting from the holding and disposition of common shares:

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Registrants outstanding shares is owned, directly or indirectly (pursuant to applicable rules of constructive ownership), by five or fewer individuals who are citizens or residents of the United States and 60% or more of the Registrants gross income for such year is derived from certain passive sources (e.g., from certain interest and dividends), the Registrant may be treated as a foreign personal holding company. In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such passive income to the extent the Registrant does not actually distribute such income.  The Registrant does not believe that it currently qualifies as a foreign personal holding company.  However, there can be no assurance that the Registrant will not be considered a foreign personal holding company for the current or any future taxable year.



Passive Foreign Investment Company

United States income tax law contains rules governing passive foreign investment companies (PFIC) which can have significant tax effects on U.S. Holders of foreign corporations.  These rules do not apply to non-U.S. Holders.  Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States if, 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 corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of passive income is 50% or more.  The Registrant appears to have been a PFIC for the fiscal year ended December 31, 2008 and at least certain prior fiscal years.  In addition, the Registrant expects to qualify as a PFIC for the fiscal years ending December 31, 2009 and may also qualify as a PFIC in future fiscal years.  Each U.S. Holder of the Registrant is urged to consult a tax advisor with respect to how the PFIC rules affect such U.S. Holders tax situation.

Each 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 three alternative tax regimes at the election of such U.S. Holder.  The following is a discussion of such alternative tax regimes applied to such U.S. Holders of the Registrant.  In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a controlled foreign corporation (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See more detailed discussion at Controlled Foreign Corporation below).

A U.S. Holder who elects to treat the Registrant as a qualified electing fund (QEF) will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year to which the election applies in which the Registrant qualifies as a PFIC on his pro rata share of Getty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, and (ii) ordinary earnings (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income, in each case, for the shareholders taxable year in which (or with which) the Registrants taxable year ends, regardless of whether such amounts are actually distributed. A U.S. Holders tax basis in the common shares will be increased by any such amount that is included in income but not distributed.

The procedure a U.S. Holder must comply with in making an effective QEF election, and the consequences of such 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 Registrant 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 Registrant qualified as a PFIC in a prior year during the U.S. Holders holding period, then, in order to avoid the Section 1291 rules discussed below, in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), (i) any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if the Registrant is a controlled foreign corporation, the U.S. Holders pro rata share of the Registrants post-1986 earnings and profits as of the qualification date. The qualification date is the first day of the Registrants first tax year in which the Registrant qualified as a QEF with respect to such U.S. Holder.  For purposes of this discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii) an untimely QEF election and either of the above-described gain-recognition elections under Section 1291 is referred to herein as an Electing U.S. Holder.  A U.S. Holder who holds common shares at any time during a year of the Registrant in which the Registrant is a PFIC and who is not an Electing U.S. Holder (including a U.S. Holder who makes an untimely QEF election and makes neither of the above-described gain-recognition elections) is referred to herein as a Non-Electing U.S. Holder. An Electing U.S. Holder (i) generally treats any gain realized on the disposition of his Company common shares as capital gain; and (ii) may 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 Registrants annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the U.S. Holder is not a corporation, any interest charge imposed under the PFIC regime would be treated as personal interest that is not deductible.



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In order for a U.S. Holder to make (or maintain) a valid QEF election, the Registrant must provide certain information regarding its net capital gains and ordinary earnings and permit its books and records to be examined to verify such information.  The Registrant intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to the Registrant.  The Registrant urges each U.S. Holder to consult a tax advisor regarding the availability of, and procedure for making, the QEF election.

A QEF election, once made with respect to the Registrant, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a QEF election is made by a U.S. Holder and the Registrant ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which the Registrant does not qualify as a PFIC. Therefore, if the Registrant again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which the Registrant qualifies as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the shares of the Registrant.  Therefore, if such U.S. Holder reacquires an interest in the Registrant, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which the Registrant qualifies as a PFIC.

In the case of a Non-Electing U.S. Holder, 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 Registrant common shares and (ii) certain excess distributions, as defined in Section 1291(b), by the Registrant.

A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his Registrant common shares and all excess distributions on his Registrant common shares over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (excluding any portion of the holders period prior to the first day of the first year of the Registrant (i) which began after December 31, 1986, and (ii) for which the Registrant 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 non-deductible. The balance, if any, of the gain or 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. In certain circumstances, the sum of the tax and the PFIC interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the U.S. Holder.

If the Registrant is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Registrant common shares, then the Registrant will continue to be treated as a PFIC with respect to such Registrant 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 gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Registrant common shares had been sold on the last day of the last taxable year for which it was a PFIC.

Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market annually (a mark-to-market election). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to Registrant common shares. A U.S. Holder who makes the mark-to-market election will include in income for each taxable year for which the election is in effect an amount equal to the excess, if any, of the fair market value of the common shares of the Registrant 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 Registrant included by such U.S. Holder for prior tax years, including any amount which would have been treated as a mark-to-market gain for any prior tax year but for the Section 1291 rules discussed above 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. A U.S. Holders adjusted tax basis in the common shares of the Registrant will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless Getty common shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. U.S. Holders should consult their tax advisors regarding the manner of making such an election.  No view is expressed regarding whether common shares of the Registrant are marketable for these purposes or whether the election will be available.



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Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of Registrant 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. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferees basis in this case will depend on the manner of the transfer. In the case of a transfer by an Electing U.S. Holder upon death, for example, the transferees basis is generally equal to the fair market value of the Electing U.S. Holders common shares as of the date of death under Section 1014 of the Code. 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 Registrant is urged to consult a tax advisor with respect to how the PFIC rules affect his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with respect to common shares of the Registrant, certain adverse rules may apply in the event that both the Registrant and any foreign corporation in which the Registrant directly or indirectly holds shares is a PFIC (a lower-tier PFIC). Pursuant to certain Proposed Treasury Regulations, a U.S. Holder would be treated as owning his or its proportionate amount of any lower-tier PFIC shares, and generally would be subject to the PFIC rules with respect to such indirectly-held PFIC shares unless such U.S. Holder makes a timely QEF election with respect thereto.  The Registrant intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to each subsidiary of the Registrant that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who does not make a timely QEF election with respect to a lower-tier PFIC generally would be subject to tax (and the PFIC interest charge) on (i) any excess distribution deemed to have been received with respect to his or its lower-tier PFIC shares and (ii) any gain deemed to arise from a so-called indirect disposition of such shares. For this purpose, an indirect disposition of lower-tier PFIC shares would generally include (i) a disposition by the Registrant (or an intermediate entity) of lower-tier PFIC shares, and (ii) any other transaction resulting in a diminution of the U.S. Holders proportionate ownership of the lower-tier PFIC, including an issuance of additional common shares by the Registrant (or an intermediate entity). Accordingly, each prospective U.S. Holder should be aware that he or it could be subject to tax even if such U.S. Holder receives no distributions from the Registrant and does not dispose of its common shares.  The Registrant strongly urges each prospective U.S. Holder to consult a tax advisor with respect to the adverse rules applicable, under the Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with respect to Registrant common shares while the Registrant is a PFIC unless the U.S. Holder makes a timely QEF election. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of the Registrant is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporation, or estates or trusts other than foreign estates or trusts (as defined by the Internal Revenue Code Section 7701(a)(31)), each of which own, actually or constructively, 10% or more of the total combined voting power of all classes of shares entitled to vote of the Registrant (United States Shareholder), the Registrant could be treated as a controlled foreign corporation (CFC) under Subpart F of the Code. This classification would effect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFCs Subpart F income and are also subject to current U.S. tax on their pro rata shares of increases in the CFCs earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Registrant which is or was a United States Shareholder at any time during the five-year period ending on the date of the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Registrant attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to certain 10% United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion.  The Registrant does not believe that it currently qualifies as a CFC. However, there can be no assurance that the Registrant will not be considered a CFC for the current or any future taxable year.



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Information Reporting and Backup Witholding

In general unless a \U.S. Holder belongs to a category of certain exempt recipients (such as corporations), information reporting requirements will apply to distributions as well as proceeds of sales of the Registrants common shares that are effected through the U.S. office of a broker or the non-U.S. office of a broker that has certain connections with the United States.  Backup withholdings may apply to these payments, if a |U.S.  Holder fails to provide a correct taxpayer identification number or certification of exempt status, fails to report in full dividend and interest income, or in certain circumstances, fails to comply with applicable certification requirements.  Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a U.S. Holders U.S. federal income tax, provided the U.S. holder furnishes the required information to IRS in a timely manner.



F.

Dividends and Paying Agents

Not applicable.

G.

Statement by Experts

Not applicable.

H.

Documents on Display

Exhibits attached to this Form 20-F are also available for viewing at the offices of the Registrant, 1000 Austin Avenue, Coquitlam, British Columbia V3K 3P1. Copies of the Registrants financial statements and other continuous disclosure documents required under the British Columbia Securities Act are available for viewing at SEDAR.com.

I.

Subsidiary Information

Not applicable.

ITEM11QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a)

Transaction Risk and currency Risk Management

The Registrants operations do not employ financial instruments or derivatives which are market sensitive and the Registrant does not have financial market risks that it deems to be material.  Because the Registrant determined that had no material market risks for the preceding  fiscal year 2007, no such summarized market risk information is provided herein.

(b)

Exchange Rate Sensitivity

The Registrants operations are in Canada and hence it is not significantly affected by exchange rate risk. Its liabilities are all denominated in Canadian dollars.



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(c)

Interest Rate Risk and Equity Price Risk

The Registrant is equity financed. The only debt subject to interest rate change risks is the Mortgage on the site office building and core warehouse at Logan Lake, British Columbia. The mortgage is with the vendor ($87,084.99@ 7.5%) at May 1, 2009.

(d)

Commodity Price Risk

While the value of the Registrants resource properties can always be said to relate to the price of gold and copper and the outlook for same, the Registrant does not have any operating mines nor economic ore and hence does not have any hedging or other commodity based risks respecting its operations.



ITEM12DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.

Debt Securities

Not applicable.

B.

Warrants and Rights

Not applicable. (Registrant warrants are non-transferable and no market exists for them.  The Registrant has issued no rights.)

C.

Other Securities

Not applicable.

D.

American Depositary Shares

Not applicable.

PART II

ITEM13DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM14MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM15T  CONTROLS AND PROCEDURES



a)

Disclosure Controls and Procedures



As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the Exchange Act), the Registrant carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2008, being the date of the Registrants most recently completed fiscal year.  This evaluation was carried out under the supervision and with the participation of the Registrants Chief Executive Officer and Chief Financial Officer.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Registrants disclosure controls and procedures were not effective in timely in ensuring that information required to be disclosed by the Registrant in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms.



In September, 2008, the Registrants management discovered that it failed to provide its annual report on the Registrants internal control over financial reporting as of the end of December 31, 2007 within its Form 20-F annual report for fiscal year ended December 31, 2007 filed on July 15, 2008.  To rectify this discrepancy, management performed an evaluation of the effectiveness of the Registrants internal control over financial reporting as of the end of fiscal year ended December 31, 2007.  Based on such evaluation, management concluded that, as of the end of fiscal year ended December 31, 2007, the Registrants internal control over financial reporting was effective.  Accordingly, the Registrant filed on December 23, 2008 an amended Form 20-F annual report for fiscal year ended December 31, 2007 that included managements annual report on internal control over financial reporting as of December 31, 2007.



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b)

Managements Annual Report On Internal Control Over Financial Reporting



Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Registrants system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As part of its evaluation of the effectiveness of the Registrants internal control over financial reporting as required by Rule 13a-15(c) under the Exchange Act, the Corporation utilized the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control  Integrated Framework.

Management has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness, as of the end of the fiscal year ended December 31, 2008, of the Registrants internal control over financial reporting. Based on that evaluation, management concluded that, as of the end of the period covered by this Annual Report, the Registrants internal control over financial reporting is effective.

This Annual Report does not include an audit or attestation report of the Registrants registered public accounting firm regarding our internal control over financial reporting. Management's report was not subject to an audit or attestation by the Registrants registered public accounting firm pursuant to temporary rules of the SEC that permit the Registrant to provide only management's report in this Annual Report.



c)

Changes In Internal Control Over Financial Reporting



There have been no changes in the Registrants internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(c) or Rule 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, the Registrants internal controls over financial reporting.





ITEM  16[RESERVED]

ITEM 16A  AUDIT COMMITTEE FINANCIAL EXPERT.

The Registrantss Board of Directors has determined that Edward Leung is an audit committee financial expert serving on the Registrants Audit Committee.  Mr. Leung is independent as defined under Sections 803A (2) and B(2) of the NYSE Alternext US Company Guide.



ITEM 16B  CODE OF ETHICS

The Registrant has adopted a Charter outlining its  code of ethics that applies to the Registrants principal executive officer, principal finance officer, principal accounting officer or controller, or persons performing similar functions.  A copy of the Registrants Charter outlining its code of ethics is available to any person, without charge, upon request made to the Comptroller of the Registrant at the following address: 1000 Austin Avenue, Coquitlam, British Columbia, Canada, V3K 3P1.



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ITEM 16C  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed for professional services rendered by the Registrants independent auditor De Visser Gray LLP Chartered Accountants, for the years ended December 31, 2008 and December 31, 2007 for audit services are as follows:

|                   |         |        
|------------------ | ------- | -------
|                   | 2008    | 2007   
|Audit Fees         | $18,500 | $17,500
|Audit-Related Fees | NIL     | NIL    
|Tax Fees           | NIL     | NIL    
|All Other Fees     | NIL     | NIL    
|Total              | $18,500 | $17,500

Before the Registrants independent auditor is engaged to render any services, the engagement is approved by the Registrants 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

None

ITEM 16F CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT

Not applicable

ITEM 16G CORPORATE GOVERNACE

Since the Registrants securities are not listed on a U.S. national securities exchange, it provides no summary herein of any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under the listing standards of any such exchange.



PART III

ITEM 17 FINANCIAL STATEMENTS

THE FOLLOWING ATTACHED FINANCIAL STATEMENTS ARE INCORPORATED HEREIN:

(1)

Auditors Reports on the balance sheets as at December 31, 2008, and 2007, and the statements of operations and deficit, and changes in cash flows for each of the three years ended December 31, 2008, 2007 and 2006;

(2)

Balance sheets as at December 31, 2008, and 2007;

(3)

Statements of operations and deficit for each of the three years ended December 31, 2008, 2007 and 2006;

(4)

Statements of changes in cash flows for the periods referred to in (3) above;

(5)

Statements of mineral property interests for the periods referred to in (2) above;

(6)

Notes to the financial statements;



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GETTY COPPER INC



FINANCIAL STATEMENTS



FOR THE YEAR ENDING DECEMBER 31, 2008



(stated in Canadian dollars)





Contact:   1000 Austin Avenue

Coquitlam, British Columbia

Canada   V3K 3P1

Tel:   604-931-3231







































F - 1





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D E  V I S S E R  G R A Y  L L P

CHARTERED ACCOUNTANTS



401 - 905 West Pender Street

Vancouver, BC Canada

V6C 1L6



Tel: (604) 687-5447

Fax: (604) 687-6737



AUDITORS' REPORT



To the Shareholders of Getty Copper Inc.



We have audited the balance sheets of Getty Copper Inc. as at December 31, 2008 and 2007 and the statements of operations, comprehensive loss and deficit and cash flows for each of the years in the three year period ended December 31, 2008.  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 generally accepted auditing standards (GAAS) in Canada and the standards of the Public Company Accounting Oversight Board (United States) (PCAOB).  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 financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2008 and 2007 and the results of its operations and cash flows for each of the years in the three year period ended December 31, 2008 in accordance with Canadian generally accepted accounting principles.





De Visser Gray LLP

CHARTERED ACCOUNTANTS



Vancouver, British Columbia

April 27, 2009



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



In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by significant uncertainties and contingencies such as those referred to in note 1 to these financial statements.  Although we conducted our audits in accordance with both Canadian GAAS and the standards of the PCAOB, our report to the shareholders dated April 27, 2009 is expressed in accordance with Canadian reporting standards which do not require a reference to such matters when the uncertainties are adequately disclosed in the financial statements









De Visser Gray LLP

CHARTERED ACCOUNTANTS



Vancouver, British Columbia

April 27, 2009











F - 2





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GETTY COPPER INC.



BALANCE SHEETS

(stated in Canadian dollars)







|                                             |   |               |   |  |   |               |  
|-------------------------------------------- | - | ------------- | - |  | - | ------------- | -
|ASSETS                                       |   | Dec. 31, 2008 |   |  |   | Dec. 31, 2007 |  
|Current                                      |   |               |   |  |   |               |  
|Cash and cash equivalents                    | $ | 716,313       |   |  | $ | 755,929       |  
|Accounts receivable                          |   | 2,212         |   |  |   | 5,302         |  
|Prepaid expenses                             |   | 25,203        |   |  |   | 2,651         |  
|                                             |   | 743,728       |   |  |   | 763,882       |  
|Mineral rights (note 5)                      |   | 4,352,263     |   |  |   | 3,987,132     |  
|Property, building and equipment (note 6)    |   | 140,536       |   |  |   | 147,664       |  
|                                             | $ | 5,236,527     |   |  | $ | 4,898,678     |  
|LIABILITIES                                  |   |               |   |  |   |               |  
|Current                                      |   |               |   |  |   |               |  
|Accounts payable and accrued liabilities     | $ | 382,441       |   |  | $ | 701,443       |  
|Current portion of mortgage payable (note 7) |   | 2,653         |   |  |   | 2,465         |  
|                                             |   | 385,094       |   |  |   | 703,908       |  
|Mortgage payable (note 7)                    |   | 85,514        |   |  |   | 88,166        |  
|                                             |   | 470,608       |   |  |   | 792,074       |  
|                                            
|SHAREHOLDERS EQUITY                         |   |               |   |  |   |               |  
|Share capital (note 9)                       |   | 21,409,542    |   |  |   | 19,924,370    |  
|Subscriptions received (note 9)              |   | -             |   |  |   | 620,000       |  
|Contributed surplus (note 10)                |   | 1,043,787     |   |  |   | 952,920       |  
|Deficit                                      |   | (17,687,410   | ) |  |   | (17,390,686   | )
|                                             |   | 4,765,919     |   |  |   | 4,106,604     |  
|                                             | $ | 5,236,527     |   |  | $ | 4,898,678     |  

Continuance of operations (note 2)

Commitments and contingencies (note 13)

Subsequent events (note 16)



Approved by the Directors



Donald R. Willoughby,

Corby Anderson,



See accompanying notes to Financial Statements



F - 3





---

GETTY COPPER INC.



STATEMENTS OF OPERATIONS, COMPREHENSIVE LOSS AND DEFICIT

(stated in Canadian dollars)







|                                                     |   |             |   |   |             |   |   |             |  
|---------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|Year Ending December 31,                             |   | 2008        |   |   | 2007        |   |   | 2006        |  
|                                                    
|Revenue                                              |   |             |   |   |             |   |   |             |  
|Rent                                                 | $ | 2,243       |   | $ | 2,264       |   | $ | 3,957       |  
|                                                    
|Expenses                                             |   |             |   |   |             |   |   |             |  
|Amortization                                         |   | 1,369       |   |   | 1,826       |   |   | 2,245       |  
|Bank charges & interest                              |   | 70          |   |   | 108         |   |   | 205         |  
|Filing fees                                          |   | 14,657      |   |   | 11,594      |   |   | 16,265      |  
|Interest - long term                                 |   | 6,612       |   |   | 6,786       |   |   | 336,949     |  
|Insurance                                            |   | 2,618       |   |   | 2,520       |   |   | 2,207       |  
|Management fees                                      |   | 30,000      |   |   | 30,000      |   |   | 30,000      |  
|Marketing & promotion                                |   | 2,463       |   |   | 29,429      |   |   | 7,396       |  
|Office & miscellaneous                               |   | 9,079       |   |   | 25,154      |   |   | 18,450      |  
|Professional fees                                    |   | 80,424      |   |   | 1,046,961   |   |   | 990,667     |  
|Property tax                                         |   | 5,401       |   |   | 5,442       |   |   | 4,734       |  
|Rent                                                 |   | 11,790      |   |   | 9,190       |   |   | 6,000       |  
|Stock option compensation                            |   | 90,867      |   |   | 95,457      |   |   | -           |  
|Telephone                                            |   | 8,096       |   |   | 8,159       |   |   | 7,093       |  
|Transfer fees                                        |   | 6,990       |   |   | 8,535       |   |   | 5,561       |  
|Travel                                               |   | 9,434       |   |   | 16,448      |   |   | 21,714      |  
|Wages & benefits                                     |   | 35,715      |   |   | 35,477      |   |   | 34,485      |  
|                                                    
|Interest                                             |   | (16,618     | ) |   | (10,138     | ) |   | (13,104     | )
|                                                    
|                                                     |   | 298,967     |   |   | 1,322,948   |   |   | 1,140,867   |  
|                                                    
|Loss before other item                               |   | (296,724    | ) |   | (1,320,684  | ) |   | (1,136,910  | )
|                                                    
|Legal settlements (note 13)                          |   | -           |   |   | (896,319    | ) |   | -           |  
|Net loss and comprehensive loss                      |   | (296,724    | ) |   | (2,217,003  | ) |   | (1,136,910  | )
|                                                    
|Deficit, beginning                                   |   | (17,390,686 | ) |   | (15,173,683 | ) |   | (14,036,773 | )
|                                                    
|Deficit, ending                                      |   | (17,687,410 | ) |   | (17,390,686 | ) |   | (15,173,683 | )
|Loss per share                                       | $ | (0.004      | ) | $ | (0.04       | ) | $ | (0.03       | )
|Weighted-average number of common shares outstanding |   | 78,901,928  |   |   | 62,285,360  |   |   | 43,407,424  |  



















See accompanying notes to Financial Statements



F - 4





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GETTY COPPER INC.



STATEMENTS OF CASH FLOWS

(stated in Canadian dollars)





|                                                |   |            |   |   |              |   |   |            |  
|----------------------------------------------- | - | ---------- | - | - | ------------ | - | - | ---------- | -
|Year Ending December 31,                        |   | 2008       |   |   | 2007         |   |   | 2006       |  
|                                               
|Cash flows used in operating activities         |   |            |   |   |              |   |   |            |  
|Net loss for the year                           | $ | (296,724   | ) | $ | (2,217,003   | ) | $ | (1,136,910 | )
|Add: Items not involving cash                   |   |            |   |   |              |   |   |            |  
|Amortization  administration                   |   | 1,369      |   |   | 1,826        |   |   | 2,245      |  
|Shares for debt legal settlement                |   | -          |   |   | 493,750      |   |   | -          |  
|Stock option compensation                       |   | 90,867     |   |   | 95,456       |   |   | -          |  
|                                               
|Net change in non-cash working capital balances |   |            |   |   |              |   |   |            |  
|Decrease (increase) in accounts receivable      |   | 3,090      |   |   | 9,510        |   |   | 19,989     |  
|Decrease (increase) in prepaid expenses         |   | (22,552    | ) |   | 26,120       |   |   | (3,072     | )
|Increase (decrease) in accounts payable         |   | (616,535   | ) |   | 91,377       |   |   | 100,407    |  
|                                               
|                                               
|                                                |   | (840,485   | ) |   | (1,498,964   | ) |   | (1,017,341 | )
|                                               
|Cash flows from financing activities            |   |            |   |   |              |   |   |            |  
|Mortgage principal repayments                   |   | (2,464     | ) |   | (2,290       | ) |   | (2,127     | )
|Private placements, net of issue costs          |   | 377,127    |   |   | 1,272,061    |   |   | 1,580,791  |  
|Cash received from subscriptions (note 9)       |   | -          |   |   | 620,000      |   |   | -          |  
|Warrants exercised                              |   | 488,045    |   |   | 22,163       |   |   | -          |  
|Stock incentive options exercised               |   | -          |   |   | 118,750      |   |   | -          |  
|                                               
|                                                |   | (57862,708 | ) |   | (572,030,684 | ) |   | 1,578,664  |  
|                                               
|Cash flows used in investing activities         |   |            |   |   |              |   |   |            |  
|Acquisition of equipment                        |   | -          |   |   | (891         | ) |   | (1,493     | )
|Exploration costs                               |   | (61,839    | ) |   | (272,955     | ) |   | (217,849   | )
|                                                |   | (61,839    | ) |   | (273,846     | ) |   | (219,342   | )
|                                               
|Net increase (decrease) in cash                 |   | (39,616    | ) |   | 257,874      |   |   | 341,981    |  
|                                               
|Cash and cash equivalents                       |   |            |   |   |              |   |   |            |  
|Beginning of year                               |   | 755,929    |   |   | 498,055      |   |   | 156,074    |  
|                                               
|Cash and cash equivalents                       |   |            |   |   |              |   |   |            |  
|End of year                                     | $ | 716,313    |   | $ | 755,929      |   | $ | 498,055    |  
|                                               
|Supplemental disclosure:                        |   |            |   |   |              |   |   |            |  
|                                               
|Cash used in operating activities includes:     |   |            |   |   |              |   |   |            |  
|Interest paid                                   | $ | 6,612      |   | $ | 6,786        |   | $ | 6,949      |  
|Interest received                               | $ | 16,618     |   | $ | 10,138       |   | $ | 13,104     |  













See accompanying notes to Financial Statements



F - 5





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GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





1.

Nature of Business



Getty Copper Inc. was incorporated under the Canada Business Corporations Act in September 1987, and its common shares are listed for trading on the TSX Venture Exchange.  Subsequent to incorporation, the Company has gone through a number of name changes and in March 2003 its name was changed to Getty Copper Inc.  The Company is in the business of mineral exploration and mine development in the Highland Valley area of British Columbia.



2.

General information and continuing operations



These financial statements have been prepared on the assumption that the Company will continue to realize its assets and meet its liabilities in the normal course of business as a going concern. The Company has incurred losses since inception, has no source of operating revenue and at December 31, 2008 has net working capital of $358,634. The Company has been and remains dependent on its capacity to raise funds via equity issuances, under terms that are consistent with the best interests of shareholders, in order to finance its operations.  The statements contain no provisions for adjustments which may become necessary if the Company becomes unable to continue on a going concern basis.



The Company has not yet determined whether its mineral rights contain ore reserves that are economically recoverable.  In addition, the Company is dependent upon external sources of financing in order to fund the exploration of its mineral rights.  The recoverability of amounts shown for mineral rights and the ability of the Company to meet its obligations is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the exploration and development of the mineral rights and future profitable production or proceeds from the disposition thereof.



3.

Significant accounting policies



These financial statements are prepared in accordance with accounting principles generally accepted in Canada applicable to a going-concern. The financial statements do not give effect to adjustments that would be necessary should the Company be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business.



a)

Cash and cash equivalents



Cash and cash equivalents consist of temporary investments in commercial paper and money market deposits that are highly liquid and readily convertible to known amounts of cash.



b)

Mineral rights



Costs of acquisition and exploration expenditures are allocated to specific groups of mineral rights as work is performed on or for the benefit of those rights and are capitalized until such time as the extent of mineralization has been determined and mineral rights are either developed, sold, or abandoned.  If there is an indication of impairment the mineral rights are written-down to the estimated net recoverable amount.  The Company does not accrue the estimated future cost of maintaining, in good standing, its mineral rights.



Capitalized costs are amortized over the useful life of the rights upon commencement of commercial production, or written-off if the rights are sold or abandoned.



c)

Administrative costs



Administrative costs are expensed as incurred.





F - 6





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





3.

Significant accounting policies -continued



d)

Property, building and equipment



Property, building and equipment are recorded at cost.  Amortization is provided on the declining balance basis at the following annual rates:



|                     |     
|-------------------- | ----
|Automotive equipment | 30% 
|Building             | 4%  
|Computer equipment   | 45% 
|Computer software    | 100%
|Office equipment     | 20% 
|Portable buildings   | 30% 



When the net carrying amount of the property, building or equipment exceeds estimated net recoverable amounts, the asset is written down to its estimated fair value and a change is recorded in the statement of operations.



e)

Stock option plan



The Company records compensation expense under the fair value method when stock or stock options are issued to employees in accordance with any vesting terms.



f)

Future income taxes



The Company follows the asset and liability method of accounting for income taxes.  Under this method, current income taxes are recognized for the estimated income taxes payable for the current year.  Future income tax assets and liabilities are recognized for temporary differences between tax and accounting bases of assets and liabilities and for unused tax losses.  Future income tax assets are recorded in the financial statements if their realization is considered to be more likely than not.



g)

Exploration tax credits



Exploration tax credits are recorded as a reduction in exploration costs as those costs are incurred.



h)

Flow-through financing



Under the Canadian Income Tax Act a company may issue securities referred to as flow-through shares, whereby the investor may claim the tax deductions arising from the qualifying expenditure of the proceeds by the company.  When resource expenditures are renounced to the investors and the Company has reasonable assurance that the expenditures will be completed, future income tax liabilities are recognized (renounced expenditures multiplied by the effective corporate tax rate), thereby reducing share capital.  Previously unrecognized tax assets may then offset or eliminate the liability recorded.



i)

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 amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Specific areas involving management estimates include the variables used to derive stock-based compensation, the valuation of mineral rights and the determination of useful lives of property, building and equipment for purposes of calculating amortization.



F - 7





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GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





3.

Significant accounting policies - continued



j)

Loss per share



Loss per share has been calculated using the weighted-average number of common shares outstanding during each fiscal year.  Diluted loss per share has not been calculated as it is anti-dilutive when the numerator used in the calculation is a net loss.  For purposes of the calculation of the weighted-average number of common shares outstanding, share consolidations are considered to have occurred on the first day of the earliest fiscal year presented.



k)

Financial instruments



Effective January 1, 2007, the Company adopted the new Canadian Institute of Chartered Accountants (CICA) Handbook Section 3855, Financial Instruments  Recognition and Measurement and Section 1530 Comprehensive Income.  These changes have been applied on a prospective basis with no restatement of prior period financial statements.



CICA Handbook Section 3855 Financial Instruments  Recognition and Measurement, requires all financial assets, financial liabilities and non-financial derivatives to be recognized on the balance sheet at the appropriate measurement based on specific categories.  The new standard requires that all financial assets and liabilities be classified as either: held-to-maturity, held-for-trading, loans and receivables, available for sale or other financial liabilities.



The following is a summary of the Companys classification of financial assets and liabilities:



|                                         |                      
|---------------------------------------- | ---------------------
|Cash                                     | Held-for-trading     
|Accounts receivable                      | Loans and receivables
|Accounts payable and accrued liabilities | Other liabilities    
|Subscriptions received                   | Other liabilities    
|Mortgage payable                         | Other liabilities    



Financial assets classified as held-for-trading are measured at fair value with changes in those fair values recognized in net earnings.  Loans, receivables and other liabilities are carried at amortized cost.



Section 3861, Financial Instruments: Disclosure and Presentation, identifies and details information to be disclosed in the financial statements.



The adoption of new accounting policies for financial instruments has not resulted in any significant changes to the Companys financial statements.



F - 8





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GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)







4.

Adoption of new accounting policies



a)

Capital Disclosures



On January 1, 2008, the Company adopted Handbook Section 1535 Capital Disclosures.  This section requires the disclosure of (i) an entitys objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such noncompliance.  The company has included disclosures recommended by the new Handbook section in Note 10 to these audited annual financial statements.



b)

Financial Instruments:



On January 1, 2008, the Company adopted Handbook Section 3862 and 3863 which replace Handbook Section 3861, Financial Instruments  Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward unchanged its presentation requirements.  These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.  The Company has included disclosures recommended by the new Handbook section in Note 11 to these audited annual financial statements.



5.

Mineral rights



The Getty mineral claims are contiguous and are located within the Kamloops Mining District of Highland Valley, British Columbia, covering an area of approximately 200 square kilometres.  Building and equipment amortization included in exploration costs during the year ending December 31, 2008 amounted to $5,759(2007 - $6,290).



During the year ending December 31, 2008, the Company incurred $365,131 in deferred costs as follows:



| |                                       |   |           |   |         |  |   |         |   |              |   |           |   |                   | 
| | ------------------------------------- | - | --------- | - | ------- |  | - | ------- | - | ------------ | - | --------- | - | ----------------- | 
| |                                       |   | Getty     |   | Getty   |  |   | Getty   |   | Getty South  |   | Getty     |   | Total Exploration | 
| |                                       |   | Northwest |   | Central |  |   | North   |   | 50% interest |   | Southwest |   | & Development     | 
| |                                      
| | Assay                                 | $ | -         | $ | -       |  | $ | -       | $ | 548          | $ | -         | $ | 548               | 
| | Pre-feasibility study                 |   | -         |   | -       |  |   | 134,090 |   | 132,056      |   | -         |   | 266,146           | 
| | Geology                               |   | -         |   | -       |  |   | 11,221  |   | 31,244       |   | -         |   | 42,465            | 
| | Other                                 |   | 4,832     |   | 35      |  |   | 22,026  |   | 28,509       |   | 570       |   | 55,972            | 
| | Total exploration & development costs | $ | 4,832     | $ | 35      |  | $ | 167,337 | $ | 192,357      | $ | 570       | $ | 365,131           | 



During the year ending December 31, 2007, the Company incurred $110,977 in deferred costs as follows:



| |                                       |   |           |   |         |   |         |   |   |              |   |           |   |                   |  
| | ------------------------------------- | - | --------- | - | ------- | - | ------- | - | - | ------------ | - | --------- | - | ----------------- | -
| |                                       |   | Getty     |   | Getty   |   | Getty   |   |   | Getty South  |   | Getty     |   | Total Exploration |  
| |                                       |   | Northwest |   | Central |   | North   |   |   | 50% interest |   | Southwest |   | & Development     |  
| |                                      
| | Assay                                 | $ | -         | $ | -       | $ | 270     |   | $ | 50           | $ | -         | $ | 320               |  
| | Pre-feasibility study                 |   | -         |   | -       |   | 29,859  |   |   | 29,859       |   | -         |   | 59,718            |  
| | Geology                               |   | -         |   | -       |   | 36,542  |   |   | 50,552       |   | -         |   | 87,094            |  
| | Metallurgy                            |   | -         |   | -       |   | (75,503 | ) |   | 3,103        |   | -         |   | (72,400           | )
| | Other                                 |   | 9,150     |   | 64      |   | 9,999   |   |   | 14,809       |   | 2,223     |   | 36,245            |  
| | Total exploration & development costs | $ | 9,150     | $ | 64      | $ | 1,167   |   | $ | 98,373       | $ | 2,223     | $ | 110,977           |  





F - 9





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





5.

Mineral rights - continued



As at December 31, 2008, the Companys historical deferred costs and the current carrying aggregate amount are derived as follows:

| |                                                  |   |           |   |         |   |           |   |              |            |           |  |   |                   | 
| | ------------------------------------------------ | - | --------- | - | ------- | - | --------- | - | ------------ | ---------- | --------- |  | - | ----------------- | 
| |                                                  |   | Getty     |   | Getty   |   | Getty     |   | Getty South  |            | Getty     |  |   | Total Exploration | 
| |                                                  |   | Northwest |   | Central |   | North     |   | 50% interest |            | Southwest |  |   | & Development     | 
| | Assay                                            | $ | 35,746    | $ | 1,143   | $ | 507,075   | $ | 66,707       | $          | 13,971    |  | $ | 624,642           | 
| | Drilling                                         |   | 13,770    |   | 625     |   | 4,181,817 |   | 453,304      |            | 65,810    |  |   | 4,715,326         | 
| | Environmental                                    |   | 173,676   |   | 1,282   |   | 54,290    |   | 4,059        |            | 21,149    |  |   | 254,456           | 
| | Pre-feasibility study                            |   | -         |   | -       |   | 325,659   |   | 166,915      |            | -         |  |   | 492,574           | 
| | Geology                                          |   | 791,243   |   | 37,303  |   | 1,796,098 |   | 334,310      |            | 157,304   |  |   | 3,116,258         | 
| | Metallurgy                                       |   | 525       |   | -       |   | 972,074   |   | 14,514       |            | -         |  |   | 987,113           | 
| | Other                                            |   | 752,970   |   | 17,187  |   | 921,295   |   | 171,051      |            | 133,764   |  |   | 1,996,267         | 
| | Total exploration & development costs            | $ | 1,767,930 | $ | 57,540  | $ | 8,758,308 | $ | 1,210,860    | $          | 391,998   |  | $ | 12,186,636        | 
| | Mineral rights acquisition costs                 |   | 33,210    |   | 111,846 |   | 352,397   |   | 1,069,134    |            | 113,883   |  |   | 1,680,470         | 
| |                                                  | $ | 1,801,140 | $ | 169,386 | $ | 9,110,705 | $ | 2,279,994    | $          | 505,881   |  | $ | 13,867,106        | 
| | Less: Provision for impairment of deferred costs |   |           |   |         |   |           |   |              | (9,514,843 | )        
| |                                                  |   |           |   |         |   |           |   |              |            |           |  | $ | 4,352,263         | 



As at December 31, 2007, the Companys historical deferred costs and the current carrying aggregate amount are derived as follows:



| |                                                  |   |           |   |         |   |           |   |              |            |           |  |   |                   | 
| | ------------------------------------------------ | - | --------- | - | ------- | - | --------- | - | ------------ | ---------- | --------- |  | - | ----------------- | 
| |                                                  |   | Getty     |   | Getty   |   | Getty     |   | Getty South  |            | Getty     |  |   | Total Exploration | 
| |                                                  |   | Northwest |   | Central |   | North     |   | 50% interest |            | Southwest |  |   | & Development     | 
| | Assay                                            | $ | 35,746    | $ | 1,143   | $ | 507,075   | $ | 66,159       | $          | 13,971    |  | $ | 624,094           | 
| | Drilling                                         |   | 13,770    |   | 625     |   | 4,181,817 |   | 453,304      |            | 65,810    |  |   | 4,715,326         | 
| | Environmental                                    |   | 173,676   |   | 1,282   |   | 54,290    |   | 4,059        |            | 21,149    |  |   | 254,456           | 
| | Pre-feasibility study                            |   | -         |   | -       |   | 191,569   |   | 34,859       |            | -         |  |   | 226,428           | 
| | Geology                                          |   | 791,243   |   | 37,303  |   | 1,784,877 |   | 303,066      |            | 157,304   |  |   | 3,073,793         | 
| | Metallurgy                                       |   | 525       |   | -       |   | 972,074   |   | 14,514       |            | -         |  |   | 987,113           | 
| | Other                                            |   | 748,138   |   | 17,152  |   | 899,269   |   | 142,542      |            | 133,194   |  |   | 1,940,295         | 
| | Total exploration & development costs            | $ | 1,763,098 | $ | 57,505  | $ | 8,590,971 | $ | 1,018,503    | $          | 391,428   |  | $ | 11,821,505        | 
| | Mineral rights acquisition costs                 |   | 33,210    |   | 111,846 |   | 352,397   |   | 1,069,134    |            | 113,883   |  |   | 1,680,470         | 
| |                                                  | $ | 1,796,308 | $ | 169,351 | $ | 8,943,368 | $ | 2,087,637    | $          | 505,311   |  | $ | 13,501,975        | 
| | Less: Provision for impairment of deferred costs |   |           |   |         |   |           |   |              | (9,514,843 | )        
| |                                                  |   |           |   |         |   |           |   |              |            |           |  | $ | 3,987,132         | 



F - 10





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





5.

Mineral rights - continued



The Company originally entered into an agreement to acquire a 50% interest in the Getty Central, Getty South and Getty Southwest mineral rights from Robak Industries Ltd. (Robak), a private company controlled by the Companys then-president, under certain terms which were not met.  On November 8, 2002 the Company and Robak terminated the original agreement and entered into an agreement for the Company to acquire a 100% interest in the Getty Central and Getty Southwest and a 50% interest in the Getty South mineral rights from Robak in exchange for 6,000,000 common shares of the Company at a deemed value of $1,200,000.  The Company also agreed, at its sole discretion, to pay 100% of the costs to place the Getty South mineral rights into production, and granted a 1-1/2% net smelter royalty in favour of Robak.



In 2004, the Board of Directors considered acquiring the remaining 50% of Getty South from Robak.  The board commissioned a valuation of the Robak interest from the same party that carried out the 2002 valuation.  The valuator presented information about his 2002 report that caused the board to re-examine the 2002 transaction.  An independent committee comprised of all directors, except the Companys then-president, initiated a thorough review of the historical geological data for the Getty South Property.  To date, the board has received nothing that would suggest that the Getty South acquisition should be rescinded.  Refer to note 10.



The Company is pursuing approaches to further develop its mineral rights.  Although it is uncertain whether the Company will determine that it has economically recoverable reserves and whether it will be able to obtain the necessary financing to complete the exploration and development of the mineral rights, the Company believes that it may be able to economically develop the mineral rights.  However, Canadian generally accepted accounting principles require that exploration costs related to mineral rights be written-down for impairment unless there is persuasive evidence that impairment has not occurred.  Accordingly, at December 31, 2003 the Company had recorded provisions for impairment of exploration costs in the amount of $9,500,933 and of rights acquisition costs of $13,910.  The Company has elected to resume deferring costs incurred from January 2004 until such time as it determines if it has economically recoverable reserves, or until exploration ceases and the mineral rights are abandoned.



All Getty mineral claims are subject to a 1-1/2% net smelter return royalty in favour of Robak.



6.

Property, building and equipment



| |                      |                   |                   |              |         |     |         |     |        
| | -------------------- | ----------------- | ----------------- | ------------ | ------- | --- | ------- | --- | -------
| |                      | December 31, 2008 | December 31, 2007
| |                      |                   |                   | Accumulated  |         |     |         |    
| |                      |                   | Cost              | Amortization |         | Net |         | Net
| |                     
| | Automotive equipment | $                 | 29,318            | $            | 28,940  | $   | 378     | $   | 540    
| | Computer equipment   |                   | 97,654            |              | 96,672  |     | 982     |     | 1,786  
| | Computer software    |                   | 74,359            |              | 74,359  |     | -       |     | -      
| | Office equipment     |                   | 54,407            |              | 48,880  |     | 5,527   |     | 6,909  
| | Portable buildings   |                   | 12,112            |              | 12,112  |     | -       |     | 142    
| | Building             |                   | 178,124           |              | 66,797  |     | 111,327 |     | 115,965
| | Land                 |                   | 22,322            |              | -       |     | 22,322  |     | 22,322 
| |                      |                   | 468,296           |              | 327,760 |     | 140,536 |     | 147,664





F - 11





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





7.

Mortgage payable



The mortgage payable is secured by a first mortgage on land and building and requires monthly payments of $756 including interest at 7.5% per annum, and is repayable on October 1, 2012.



Principal repayments required are as follows:



|     |   |       
|---- | - | ------
|2009 | $ | 2,653 
|2010 |   | 2,855 
|2011 |   | 3,074 
|2012 |   | 3,309 
|2013 |   | 76,276





8.

Income taxes



Significant components of the Company's future income tax assets are as follows:

| |                                                     |   |               |   |   |               |  
| | --------------------------------------------------- | - | ------------- | - | - | ------------- | -
| |                                                     |   | Dec. 31, 2008 |   |   | Dec. 31, 2007 |  
| | Tax value of mineral rights in excess of book value | $ | 660,938       |   | $ | 712,613       |  
| | Tax value of capital assets in excess of book value |   | 94,745        |   |   | 99,864        |  
| | Net operating loss carryforwards                    |   | 903,977       |   |   | 1,523,581     |  
| |                                                     |   | 1,659,660     |   |   | 2,336,058     |  
| | Valuation allowance                                 |   | (1,659,660    | ) |   | (2,336,058    | )
| | Net future income tax assets                        | $ | -             |   | $ | -)            |  



The Company has determined that realization is not more likely than not and therefore a valuation allowance against all future income tax assets has been recorded.





A reconciliation between the Company's statutory and effective tax rates is as follows:



| |                                               |               |   |               |  
| | --------------------------------------------- | ------------- | - | ------------- | -
| |                                               | Dec. 31, 2008 |   | Dec. 31, 2007 |  
| |                                              
| | Statutory rate                                | 31%           |   | 37%           |  
| | Tax rate change                               | (1            | ) | (3            | )
| | Unrecognized benefit of current year's losses | (30           | ) | (34           | )
| | Effective rate of tax recovery                | -             |   | -             |  



At December 31, 2008, the Company has approximately $5,249,524 of loss carry forwards which may be available to reduce taxable income in future years.  These losses expire as follows:





|     |   |          
|---- | - | ---------
|2009 |   | 228,000  
|2010 |   | 289,000  
|2014 |   | 562,000  
|2025 |   | 621,000  
|2026 |   | 1,132,000
|2027 |   | 2,120,800
|2028 | $ | 5,249,524





F - 12





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)







9.

Share capital

| |    |                                    |            |   |            |  
| | -- | ---------------------------------- | ---------- | - | ---------- | -
| | a) | Issued:                            |            |   |            |  
| |    |                                    |            |   |            |  
| | b) | Issued:                            | Shares     |   | Amount     |  
| |   
| |    | Balance, December 31, 2006         | 49,078,657 | $ | 18,014,384 |  
| |   
| |    | Shares issued by private placement | 13,000,000 |   | 1,300,000  |  
| |    | Shares for debt                    | 4,937,500  |   | 493,750    |  
| |    | Warrants exercised                 | 147,750    |   | 22,163     |  
| |    | Stock incentive options exercised  | 475,000    |   | 118,750    |  
| |    | Fair value of options exercised    |            |   | 3,262      |  
| |    | Shares issue costs                 | -          |   | (27,939    | )
| |    | Balance, December 31, 2007         | 67,638,907 | $ | 19,924,370 |  
| |   
| |    | Shares issued by private placement | 10,000,000 |   | 1,000,000  |  
| |    | Warrants exercised                 | 3,253,630  |   | 488,045    |  
| |    | Share issue costs                  |            |   | (2,873     | )
| |    | Balance December 31, 2008          | 80,892,537 | $ | 21,409,542 |  







In January 2008, The Company closed a non-brokered private placement for 10,000,000 shares at $0.10 per share, for proceeds of $1,000,000.  Of this aggregate amount a total of $620,000 had been received during 2007.



On May 7, 2007 the TSX Venture Exchange accepted the Companys non-brokered private placement of 13,000,000 units for gross proceeds of $1,300,000.  Each unit, priced at $0.10, is comprised of one common share and one-half of one purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at a price of $0.15 for a period of 12 months.



On May 1, 2007, the Company issued 4,937,500 shares at a value of $0.10 per share to settle outstanding debt for $493,750. The subject debt, with a private holding company controlled by a director of the Company, arose when the Company agreed to acquire 175,000 common shares of Genco Resources Ltd., a Canadian public company, from the holding company to be applied as consideration for a negotiated settlement in litigation involving a former director. Refer also to notes 13 and 14.



F - 13





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





9.

Share capital  continued





|                                     |                                         |          |               |           |           |             |              
|------------------------------------ | --------------------------------------- | -------- | ------------- | --------- | --------- | ----------- | -------------
|Share purchase warrants - continuity |                                         |          |               |           |          
|                                     |                                         |          | Number of     |           |           |             | Number of    
|                                     | Expiry Date                             | Exercise | Warrants      | Issued    | Exercised | Expired     | Warrants     
|                                     |                                         | Price    | Dec. 31, 2007 |           |           |             | Dec. 31, 2008
|                                     | January 16, 2008                        | 0.15     | 2,375,000     | -         | -         | 2,375,000   | -            
|                                     | July 7, 2008                            | 0.15     | 4,977,250     | -         | 3,253,630 | 1,723,620   | -            
|                                     | *May 7, 2008                            | 0.15     | 6,500,000     | -         | -         | 6,500,000   | -            
|                                     |                                         |          | 13,852,250    |           | 3,253,630 | 10,598,620  | -            
|                                     |                                        
|                                     | Weighted average exercise price         | 0.15     |               |           |           | -          
|                                     | Weighted average remaining life (years) | 0.35     |               |           |           |            
|                                     |                                        
|Share purchase options  continuity  |                                         |          |               |           |          
|                                     |                                         |          | Number of     |           |           |             | Number of    
|                                     | Expiry Date                             | Exercise | Options       | Issued    | Exercised | Expired     | Options      
|                                     |                                         | Price    | Dec 31, 2007  |           |           |             | Dec. 31, 2008
|                                     | April 14, 2008*                         | 0.25     | 2,675,000     | -         | -         | - 2,675,000 | -            
|                                     | July 20, 2010                           | 0.25     | 1,000,000     | -         | -         | -           | 1,000,000    
|                                     | August 15, 2010                         | 0.25     | 200,000       |           |           |             | 200,000      
|                                     | May 16, 2013                            | 0.20     |               | 1,475,000 | -         | -           | 1,475,000    
|                                     |                                         |          | 3,875,000     | 1,475,000 | -         | - 2,675,000 | 2,675,000    
|                                     |                                        
|                                     | Weighted average exercise price         | 0.25     |               |           |           | 0.22       
|                                     | Weighted average remaining life (years) | 1.20     |               |           |           | 3.39       





At the Companys 2007 Annual General Meeting, the shareholders approved an amendment to the Incentive Stock Option Plan to allow the issuance of up to a maximum 6,700,000 incentive stock options. As of February 28, 2009, 3,550,000 Incentive Stock Options were available for issuance.  In May 2008, the Companys board of directors approved the issuance of an additional 400,000 incentive stock options to be distributed evenly to the Companys directors and controller, once the pre-feasibility study is completed and the results are made public.  The exercise price will be determined at that time.



On August 9, 2007, the Company announced that 1,500,000 incentive stock options were granted to a director and an investor relations manager.  Subsequently the 500,000 incentive stock options issued to the investor relations manager were cancelled.  These options vest over the three years ended December 31, 2009. The one million options remaining are exercisable at a price of $0.25 per share until July 20, 2010.



Based upon the Black-Scholes option valuation model, with a risk free market rate of 2.95% and a volatility of 172%, the estimated compensation cost related to the options granted is approximately $90,867 which was recognized during this period.



Option pricing models require the input of highly subjective assumptions, particularly as to the expected price volatility of the stock and expected life of the option.







F - 14





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





10.

Contributed surplus



The continuity of contributed surplus is as follows:



| |                                 |           |  |         
| | ------------------------------- | --------- |  | --------
| |                                 | 2008      |  | 2007    
| |                                 |           |  |         
| | Balance, beginning of year      | 952,920   |  | 860,726)
| | Stock-based compensation        | 90,867    |  | 95,456) 
| | Fair value of options exercised | -         |  | (3,262) 
| | Balance, end of year            | 1,043,787 |  | 952,920)



11.

Capital management



The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support acquisition, exploration and development of mineral properties.  The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Companys management to sustain future development of the business.  The Company defines capital to include its working capital position and capital stock, warrant, and option components of its shareholders equity.



The Company manages its capital structure in a manner that provides sufficient funding for mine development and operational activities.  Funds are primarily secured through a combination of equity capital raised by way of issuing equity instruments and external debt.  In order to maintain or adjust the capital structure, the Company may attempt to raise additional financing through the issuance of new equity instruments, the exercise of outstanding common share purchase warrants and stock options.  Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.



There were no changes in the Companys approach to capital management during the year ended December 31, 2008.  The Company is not subject to externally imposed capital requirements.



12.

Financial risk factors



The Companys risk exposures and the impact on the Companys financial instruments are summarized below:



a)

Credit risk



Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligation.



Financial instruments that are potentially subject to credit risk are accounts receivables from unrelated parties.  While economic factors can affect credit risk, the Company manages risk by providing credit terms on a case by case basis.

Customers are primarily quasi-governmental agencies.  As a result, the Company has not experienced any instances of non-payment.



The Company also invests in temporary investments of Guaranteed Investment Certificates.  Historically, these types of investments have been AAA rated, so the Company does not anticipate any risk related to default on these investments by the issuer.



F - 15





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





12.

Financial risk factors - continued



b)

Liquidity Risk



Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.  The Company manages its liquidity by ensuring there is sufficient capital to meet short and long-term business requirements, after taking into account cash flows from the operations and the Companys holdings of cash, cash equivalents.  The Company also strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances.



Management forecasts cash flows for its current and subsequent fiscal years to predict future financing requirements.  Future requirements are met through a combination of committed credit facilities to access to capital markets.  At December 31, 2008, the Company had $716,313 of cash and cash equivalents.



c)

Interest Rate Risk:



Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates.  Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk.  The Companys most significant interest rate risk arises from its investments in Guaranteed Investment Certificates.  However the maturity of these instruments is generally less than ninety days, thereby mitigating the exposure to the impact of changing interest rates.



13.

Commitments and contingencies



In 2007 the Company incurred significant legal fees as a result of events related to the review of the 2002 Mineral Property Interest Sales Agreement and the various lawsuits to which it is a party, as described below:



·

On April 25, 2006 the Company initiated a lawsuit in the Supreme Court of British Columbia against the law firm of Blake Cassels & Graydon LLP. The lawsuit claims inter alia, damages for breach of duty owed to the Company. The outcome of this claim is presently undeterminable and the financial statements reflect no provisions in respect to it.



·

The Company initiated a lawsuit on November 10, 2005 in the Supreme Court of British Columbia against former directors Robert Gardner and Vittorio Preto for the recovery of $120,000 USD which the Company claims was inappropriately, without board approval, and contrary to the Companys banking resolution removed from the Companys bank account during 2004.  The amount claimed was expensed as Development fees in the Companys 2004 financial statements and no provision has been recorded for its future recovery.



·

In the first quarter of 2005, former directors Robert Gardner and Vittorio Preto filed a Third Party action against the Company claiming an indemnity in respect of all costs, charges and expenses reasonably incurred by them in defence of a lawsuit brought November 24, 2004 against them by Robak. The Company filed a Defence to the claim and Counterclaim alleging that Gardner and Preto are not entitled to indemnification, asserting that these former directors did not act with a view to the best interests of the Company and otherwise did not discharge the fiduciary and other duties they owed to the Company as directors.  The Company also filed an action against Ross Glanville and Ross Glanville & Associates claiming damages for negligence.



During 2007 all actions directly involving Mssrs. Gardner, Preto and Glanville were settled by the Company paying an aggregate of $440,000 in cash and issuing 4,937,500 common shares as more fully described at note 9.  The aggregate expense currently recognized was net of $37,431 in amounts previously recorded as owing to these parties.





F - 16





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





13.

Commitments and contingencies - continued



·

On July 7, 2006, the Company was named in a lawsuit initiated in the Supreme Court of BC by a number of

plaintiffs (Aarvold et. al.) alleging, inter alia, that the business or affairs of the Company is oppressive or unfairly prejudicial to or has unfairly disregarded the interests of the plaintiffs and those similarly situated.



In May 2008, the Aarvold et. al. plaintiffs and Getty Copper Inc. concluded a settlement of the action in which both the plaintiffs' claims   and the defendants' counterclaim have been dismissed without costs to any party. No settlement payments were transferred or received by either party.



14.

Related party transactions



In addition to transactions described elsewhere in these financial statements, the Company had the following transactions and balances with officers and directors of the Company and companies or professional firms with which officers or directors are associated.



| |                                            |               |        |               |   |               |  |   |        
| | ------------------------------------------ | ------------- | ------ | ------------- | - | ------------- |  | - | -------
| |                                            | Dec. 31, 2008 |        | Dec. 31, 2007 |   | Dec. 31, 2006
| |                                           
| | Accounts payable                           | $             | 6,150  |               | $ | 60,861        |  | $ | 31,348 
| |                                           
| | Exploration and development costs incurred | $             | 32,381 |               | $ | 12,885        |  |   | -      
| |                                           
| | Expenses:                                  |               |        |               |   |               |  |   |        
| | Management fees                            | $             | 30,000 |               | $ | 30,000        |  | $ | 30,000 
| | Professional fees                          | $             | 17,976 |               | $ | 174,498       |  | $ | 194,870
| | Rent                                       | $             | 6,000  |               | $ | 6,000         |  | $ | 6,000  
| | Travel                                     | $             | 1,110  |               | $ | -             |  | $ | -      



These transactions are in the normal course of operations and are measured at fair value as determined by management.



As further described in note 9, during 2007 the Company acquired common shares from a private company controlled by a director and subsequently distributed these shares in settlement of certain legal actions. As the acquisition of these shares was based upon and occurred concurrent with their disposal, the Company has recorded no gain or loss in respect to this disposition.



The Company is currently reviewing a claim for indemnity from a director with respect to legal fees and disbursements incurred by him for acting in litigation matters in his capacity as a director. Upon completion of the review the board of directors of the Company, excluding the affected director, will make a determination as to the amount of reimbursement for such expenses to be borne by the Company.





F - 17





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





15.

Differences between Canadian and United States accounting principles

The financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in Canada which differ from those principles that the Company would have followed had its financial statements been prepared in accordance with GAAP in the United States. The significant differences which have or could materially affect line items in the financial statements are in respect to:

a)

Mineral Rights

Under Canadian GAAP costs of acquisition and exploration and development expenditures are permitted to be capitalized until such time as the extent of mineralization has been determined and mineral rights are either developed, sold or abandoned.  If there is an indication of impairment the mineral rights are written-down to their estimated recoverable amounts.  Under US GAAP all exploration and development costs incurred prior to the determination of economic feasibility are expensed currently.

b)

Flow-through shares



Under Canadian income tax legislation, the Company is permitted to issue shares whereby the Company agrees to incur qualifying expenditures (as defined under the Canadian Income Tax Act) and renounce the related income tax deductions to the investors. Under Canadian GAAP, which was codified in March, 2004, flow-through shares are accounted for as part of the issuance of capital stock at the price paid for the shares, net of any future income tax liability. Under US GAAP, SFAS 109, Accounting for Income Taxes (SFAS109), the proceeds should be allocated between the offering of the shares and the sale of tax benefits when the shares are offered. The allocation is made based on the difference between the quoted price of the shares and the amount the investor pays for the flow-through shares. A liability is recognized initially for the premium paid by the investors.



For US GAAP purposes, the difference between the future income tax liability on renunciation and the premium is recorded as a future income tax expense. For US GAAP purposes the Company does not have temporary differences as a result of the policy to expense costs related to mineral properties, therefore all future income taxes related to renouncements for Canadian GAAP are reversed through the statements of operations for US GAAP purposes.



The historical reconciling items disclosed herein are in respect to the reversal of the required Canadian GAAP treatment of flow-through share issuances and renunciations in  fiscal years prior to those presented in these financial statements.



c)

Escrowed Shares



Historically, under US GAAP, compensation expense was recognized when common shares were released from escrow to the extent that their fair value exceeded their issuance price, and when their release was contingent upon the performance of the issuer and/or recipient.  Under Canadian GAAP no transaction is recorded when the shares are released from escrow, however, TSX-Venture Exchange policy no longer allows shares to be released from escrow for any reason except the passage of time.  Accordingly, no current or future US/Canadian GAAP differences are expected to occur in this area.



As in the case of flow through shares, the US adjustments disclosed in the accompanying reconciliation relate to escrowed shares released in fiscal years prior to those presented in these financial statements.





F - 18





---

GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





15.

United States accounting principles - continued



| |                                          |   |                         |   |   |             |   |   |             |  
| | ---------------------------------------- | - | ----------------------- | - | - | ----------- | - | - | ----------- | -
| | Statements of Operations and Deficit     |   | Year Ended December 31, |  
| |                                          |   | 2008                    |   |   | 2007        |   |   | 2006        |  
| |                                         
| | Net loss under Canadian GAAP             | $ | (296,724                | ) | $ | (2,217,003  | ) | $ | (1,136,910  | )
| | Effect of exploration costs              |   | (365,131                | ) |   | (110,977    | ) |   | (367,916    | )
| | Net loss under US GAAP                   |   | (661,855                | ) |   | (2,327,980  | ) |   | (1,504,826  | )
| | Deficit, beginning of year under US GAAP |   | (25,142,750             | ) |   | (22,814,770 | ) |   | (21,309,944 | )
| | Deficit, end of year under US GAAP       | $ | (25,804,605             | ) | $ | (25,142,750 | ) |   | (22,814,770 | )
| | Loss per share under US GAAP             | $ | (0.009                  | ) | $ | (0.038      | ) | $ | (0.035      | )
| |                                         
| | Balance Sheets                           |   |                         |   |   |             |   |   |             |  
| |                                          |   | Canadian                |   |   | US          |   |   | US          |  
| | December 31, 2008                        |   | GAAP                    |   |   | Adjustments |   |   | GAAP        |  
| | Current assets                           | $ | 743,728                 |   | $ | -           |   | $ | 743,728     |  
| | Mineral rights                           |   | 4,352,263               |   |   | (4,352,263  | ) |   | -           |  
| | Property, building and equipment         |   | 140,536                 |   |   | -           |   |   | 140,536     |  
| |                                          |   | 5,236,527               |   |   | (4,352,263  | ) |   | 884,264     |  
| | Current liabilities                      | $ | 385,094                 |   |   | -           |   |   | 385,094     |  
| | Other liabilities                        |   | 85,514                  |   |   | -           |   |   | 85,514      |  
| | Share capital                            |   | 21,409,542              |   |   | 1,774,000   |   |   | 23,183,542  |  
| | Share subscriptions                      |   | -                       |   |   | -           |   |   | -           |  
| | Contributed surplus                      |   | 1,043,787               |   |   | 1,990,932   |   |   | 3,034,719   |  
| | Deficit                                  |   | (17,687,410             | ) |   | (8,117,195  | ) |   | (25,804,605 | )
| |                                          |   | 5,236,527               |   |   | (4,352,263  | ) |   | 884,264     |  
| |                                         
| |                                         
| |                                          |   | Canadian                |   |   | US          |   |   | US          |  
| | December 31, 2007                        |   | GAAP                    |   |   | Adjustments |   |   | GAAP        |  
| | Current assets                           | $ | 763,882                 |   | $ | -           |   | $ | 763,882     |  
| | Mineral rights                           |   | 3,987,132               |   |   | (3,987,132  | ) |   | -           |  
| | Property, building and equipment         |   | 147,664                 |   |   | -           |   |   | 147,664     |  
| |                                          |   | 4,898,678               |   |   | (3,987,132  | ) |   | 911,546     |  
| | Current liabilities                      | $ | 703,908                 |   |   | -           |   |   | 703,908     |  
| | Other liabilities                        |   | 88,166                  |   |   | -           |   |   | 88,166      |  
| | Share capital                            |   | 19,924,370              |   |   | 1,774,000   |   |   | 21,698,370  |  
| | Share subscriptions                      |   | 620,000                 |   |   | -           |   |   | 620,000     |  
| | Contributed surplus                      |   | 952,920                 |   |   | 1,990,932   |   |   | 2,943,852   |  
| | Deficit                                  |   | (17,390,686             | ) |   | (7,752,064  | ) |   | (25,142,750 | )
| |                                          |   | 4,898,678               |   |   | (3,987,132  | ) |   | 911,546     |  





F - 19





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GETTY COPPER INC.



NOTES TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2008

(stated in Canadian dollars)





15.

United States accounting principles - continued



| |                                                   |   |          |   |   |            |   |   |            |  
| | ------------------------------------------------- | - | -------- | - | - | ---------- | - | - | ---------- | -
| | Statements of Cash Flows                          |   |          |   |   |            |   |   |            |  
| |                                                   |   | 2008     |   |   | 2007       |   |   | 2006       |  
| | Canadian GAAP  Cash used in operating activities | $ | (840,485 | ) | $ | (1,498,963 | ) | $ | (1,017,341 | )
| | Exploration costs expensed under US GAAP          |   | (61,839  | ) |   | (272,955   | ) |   | (217,849   | )
| | US GAAP  Cash used in operating activities       | $ | (902,324 | ) | $ | (1,771,918 | ) | $ | (1,235,190 | )
| | Canadian GAAP  Cash used in investing activities | $ | (61,839  | ) | $ | (273,846   | ) | $ | (219,342   | )
| | Exploration costs expensed under US GAAP          |   | 61,839   |   |   | 272,955    |   |   | 217,849    |  
| | US GAAP  Cash used in investing activities       |   | -        |   |   | (891       | ) | $ | (1,493     | )





16.

Subsequent Events



Subsequent to year end the Company reached a settlement-in-principle with one of its directors to indemnify him for approximately 88% of his legal expenses incurred during 2004 to 2007 in the research and prosecution of legal actions directly related to lawsuits involving the Company. These lawsuits were in connection with a 2002 mineral property interest sale agreement and the actions of certain former directors in impugning the agreement. The settlement is premised on the fact that the director's legal actions were of benefit to the Company in the conduct of its own litigation in connection with the same matters. The settlement provides that the director will receive $650,000 by way of a secured promissory note for $600,000 payable January 2, 2012 and bearing interest at 6% plus $50,000 cash upon execution of a definitive agreement. The note can be accelerated in the event the Company completes a major financing or in certain customary events of default. The definitive settlement agreement will be subject to TSX Venture Exchange approval in the ordinary course.





F - 20





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GETTY COPPER INC.



MANAGEMENT DISCUSSION & ANALYSIS

DECEMBER 31, 2008





The following discussion and analysis of the results of operations and financial position of the Company for the year ending December 31, 2008 should be read in conjunction with the December 31, 2008 financial statements and the related notes which have been prepared in accordance with or reconciled to Canadian Generally Accepted Accounting Principles.  All dollar amounts in this Management Discussion and Analysis (MD&A) are stated in Canadian dollars.  The effective date of this report is February 28, 2009.



Forward Looking Statements



Except for historical information, this MD&A may contain forward-looking statements. These statements involve known risks, uncertainties and other factors that may cause the Companys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forward looking statements. The reader is cautioned not to place undue reliance on this forward-looking information.



Overall Performance



The Company is engaged in the acquisition and exploration of natural resource properties.  Since 1993, the Company has been conducting exploration for copper on approximately 200 km2 in Highland Valley, British Columbia.  These properties adjoin the large porphyry copper mining and milling operations of Highland Valley Copper.



West Coast Environmental and Engineering (WCE) of Ventura and Nevada City, California, continues to work on a Preliminary Feasibility Study.  The focus is on a potential cathode copper and Molybdenum Trioxide production from the Getty North and Getty South oxide and sulphide resource zones. The new engineering study is intended to update the past work referred to above and includes possible development of both the copper and molybdenum oxide and sulphide resources.  The oxide and sulphide resources of the Getty North Deposit would potentially be open-pit mined in conjunction with the Getty South oxide and sulphide resources.



An update on the Preliminary Feasibility Study engineering report being carried out by WCE under the direction of Mr. Craig Parkinson P.Geo, the Qualified Person responsible for this study was announced in May 2008.  As the Getty North NI 43-101 compliant resource has been updated with molybdenum values, WCE  reports that the processing plan is proposed to be altered to effectively accommodate the molybdenum resource.  To facilitate effective recovery of the molybdenum resource, the option of dump and heap leaching of oxide ores has now been replaced by a flotation tailings leach system. This methodology is anticipated to allow maximum potential utilization of the updated Getty resources, and is analogous to other recent and successfully operating global hydrometallurgical production facilities.  Further, given the current global limited molybdenum roasting capacity, WCE is now investigating incremental added capacity in the hydrometallurgical pressure oxidation and metal recovery circuits for potential on-site custom processing of outside copper and molybdenum concentrates from other entities with available materials. In particular, the hydrometallurgical process plant now proposed for the Getty Project should allow treatment of much lower grade combined bulk copper and molybdenum concentrates, which could be a significant advantage over current molybdenum concentrate production and roasting practices.  However, at this time there can be no assurance that the proposed Preliminary Feasibility Study will indicate that the quality of the present resources will be upgraded to the status of reserves, or that the planned processes will be able to produce cathode copper material as proposed.  The above plans for producing copper concentrates and cathode copper may not be economically achievable even though the testing and planning to date indicate that the copper cathode could potentially be produced using the planned processes.



M - 1





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GETTY COPPER INC.



MANAGEMENT DISCUSSION & ANALYSIS

DECEMBER 31, 2008







The Company primarily has been exploring the Getty North and Getty South deposits. These deposits have copper mineral resource estimates that were received by the Company in August and June of 2007 respectively. In addition, the Getty North deposit has both copper and molybdenum mineral resource estimates that were received by the Company in February 2008.   These 2007 and 2008 technical reports meet the requirements of the CIM classifications referenced in National Instrument 43-101.



The 2007 Getty South technical report discloses an Inferred Resource of 28.16 million tonnes, having a grade of 0.47% copper at a cut off grade of 0.2% copper.



The 2007 Getty North technical report discloses indicated and inferred copper resources of oxide and sulphide zones at cut off grades of 0.2% and 0.3% copper. At a cut off grade of 0.2% copper, the Indicated Resource calculated was 32.106 million tonnes at a grade of 0.454% copper, and an Inferred Resource of 8.250 million tonnes at a grade of 0.355% copper. At a cut off grade of 0.3% copper, the Indicated Resource calculated was 30.730 million tonnes at a grade of 0.462% copper, and the Inferred Resource calculated was 3.983 million tonnes at a grade of 0.452% copper.  The 2008 Getty North technical report discloses the same indicated and inferred copper resources as the 2007 technical report.  In addition to the copper resources, the 2008 Getty North technical report discloses indicated molybdenum resources based on a cut-off grade of 0.2% copper. At a cut off grade of 0.2% copper, the molybdenum Indicated Resource calculated was 32.10 million tonnes at a grade of 0.015% molybdenum.   The Preliminary Feasibility Study is anticipated to update and disclose copper molybdenum resources, for both Getty North and Getty South

The Companys other identified potential mineral zones, known as North Valley; Glossie; Getty West, Northwest, Southwest, and Central; are all in the early stage of exploration and there is insufficient data to establish whether any resources may exist.  The Company continues to seek additional properties worthy of exploration and development.



The price of copper has decreased in 2009 as a result of worldwide economic conditions.  ,  There is no way to predict future metal prices and therefore current prices may not reflect future prices and this may have a bearing on the time frame that would be required to place any mineral deposit that may be located on the property into commercial production.  The Company continues its efforts to move the properties into the development stage to take advantage of the current demand for copper.



The Company became involved in a series of lawsuits arising out of its acquisition of its 50% interest in Getty South.  Legal expenses resulted in higher general and administrative expenses during 2006.  The 2007 fiscal year also faced significant legal expenses due to the outstanding litigation. One lawsuit, considered the most complex of the three, was resolved in the second quarter of 2007 and is reflected in the increased legal costs of the fiscal year.

Notwithstanding the distractions of the referred to litigation, the Company believes that the receipt of the three NI 43-101 compliant technical reports and the commissioning of the Preliminary-Feasibility  Study has significantly moved the Company forward toward its stated corporate mission of placing the Getty North and South Deposits into production.  In May 2008, the Aarvold et. al. plaintiffs and Getty Copper Inc. have concluded a settlement of the action in which both the plaintiffs' claims and the defendants' counterclaim have been dismissed without costs to any party. No settlement payments were transferred or received by either party.  This settlement serves to vindicate the Companys steadfast position that the allegations raised in these and previously settled proceedings against the Company and its directors were completely unfounded.



M - 2





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GETTY COPPER INC.



MANAGEMENT DISCUSSION & ANALYSIS

DECEMBER 31, 2008





Result of Operations



Due to reduced commodity prices and a lack of working capital, nominal exploration work was carried out by the Company between 1998 and 2003. Consequently at the years ended December 31, 2001 to December 31, 2003 the financial statements were adjusted to reflect a provision for impairment of mineral properties.



Between January 1, 2008, and February 28, 2009 the Company has raised $1,000,000 by way of private placement financing.



On January 10, 2008, the Company completed a non-broker private placement for 10,000,000 shares at $0.10 per share for gross proceeds of $1,000,000.



During the first week of July 2008, 3,253,630 warrants were exercised at $0.15 each for 3,253,630 common shares raising $488,044.50.  These warrants were from a June 2006 private placement, the balance of the warrants expired July 8, 2008.  As of February 28, 2009, 80,892,537 shares were outstanding.



The Companys working capital increased to $358,634 for the year ending December 31, 2008 from $59,974 at December 31, 2007, the increase of $298,660 is a result of funds raised through the issuance of stock, through private placement, exercising of warrants and Incentive Stock Options.



The Companys total assets increased during the year ending December 31, 2008 to $5,236,527 an increase of $337,849 from December 31, 2007, due to funds raised through private placement and the exercising of warrants.   The Companys liabilities decreased by $321,466. The decrease in liabilities is a result of a decrease in legal expenses, as many of these issues have been settled.   Exploration expenditures on the property are deferred, thus increasing the balance sheet value of the mineral rights.  The Company has no significant source of working capital other than funds raised through private placement, exercising of warrants and Incentive Stock Options.



The loss from operations for the year ending December 31, 2008 decreased by $1,920,279 over the loss reported at December 31, 2007.   General and administrative expenditures for the year ending December 31, 2008 decreased to  $298,967 compared to $1,322,948 at December 31, 2007.  The comparative decrease of $1,023,981 in administrative expenses between the year ending December 31, 2008 and 2007 can be attributed to a decrease in professional fees.   The predominant administration expense being the legal costs associated with the lawsuits outlined under Additional Disclosure.  The Company recognized $90,867 in stock option compensation during the year ending December 31, 2008.  See note 9 of the financial statements.  Also in June 2007, the Company incurred $896,319 in a legal settlement which includes $493,750 recognized in a share for debt settlement.  This debt arose by the Company acquiring marketable securities from a related party utilized in resolution of a lawsuit involving the claim of former directors indemnification and related matters.  The Company has no source of income other than interest earned on funds held in term deposits.



Professional fees for the year ending December 31, 2008 $80,424 (2007 - $1,046,961) which include $41,554 (2007 - $1,011,218) for legal and court fees, $38,870 (2007 - $35,743) in accounting and audit fees.



M - 3





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GETTY COPPER INC.



MANAGEMENT DISCUSSION & ANALYSIS

DECEMBER 31, 2008







|Selected Quarterly Information: |    |                   |   |    |                   |   |    |                   |  
|------------------------------- | -- | ----------------- | - | -- | ----------------- | - | -- | ----------------- | -
|                               
|                                |    | December 31, 2008 |   |    | December 31, 2007 |   |    | December 31, 2006 |  
|Loss for the quarter            | ($ | 115,159           | ) | ($ | 181,725           | ) | ($ | 343,977           | )
|Loss for the year               | ($ | 296,724           | ) | ($ | 2,217,003         | ) | ($ | 1,136,910         | )
|Loss per share:                 | ($ | 0.004             | ) | ($ | 0.04              | ) | ($ | 0.03              | )
|Assets                          | $  | 5,236,527         |   | $  | 4,898,678         |   | $  | 4,572,683         |  





Summary of Quarterly Results



|                        |               |               |              |               |                |                |              |              
|----------------------- | ------------- | ------------- | ------------ | ------------- | -------------- | -------------- | ------------ | -------------
|                        | Dec. 31  2008 | Sept. 30
2008 | June 30
2008 | March 31 2008 | Dec. 31   2007 | Sept. 30  2007 | June 30
2007 | March 31
2007
|Revenue                 | 2,243         | $2,243        | ─            | ─             | $  2,264       | $ 2,264        | $ 2,264      | $ 1,698      
|Loss before Other items | 296,724       | $181,565      | $125,300     | 77,585        | 1,320,684      | 1,138,959      | 969,131      | 351,412      
|Net loss                | 296,724       | $181,565      | $125,300     | 77,585        | 2,217,003      | 2,035,278      | 1,863,186    | 351,412      
|Loss per share          | $0.004        | $0.002        | $0.002       | $ 0.001       | $  0.04        | $  0.03        | $0.028       | $0.007       
|Loss per share diluted  | $0.004        | $0.002        | $0.002       | $0.001        | $0.04          | $0.02          | $0.02        | $0.006       





|                                                                                                   |   |           |   |         |   |         |              |         |           |               |             |        
|-------------------------------------------------------------------------------------------------- | - | --------- | - | ------- | - | ------- | ------------ | ------- | --------- | ------------- | ----------- | -------
|During the year ending December 31, 2008, the Company spent $365,131 in deferred costs as follows: |   |          
|                                                                                                   |   | Getty     |   | Getty   |   | Getty   | Getty South  |         | Getty     | Total        
|                                                                                                   |   | Northwest |   | Central |   | North   | 50% interest |         | Southwest | Exploration &
|                                                                                                   |   |           |   |         |   |         |              |         |           |               | Development
|Assay                                                                                              | $ |           | $ |         | $ |         | $            | 548     | $         |               | $           | 548    
|Pre-Feasibility study                                                                              |   |           |   |         |   | 134,090 |              | 132,056 |           |               |             | 266,146
|Geology                                                                                            |   |           |   |         |   | 11,221  |              | 31,244  |           |               |             | 42,465 
|Other                                                                                              |   | 4,832     |   | 35      |   | 22,026  |              | 28,509  |           | 570           |             | 55,972 
|Total exploration &                                                                                |   |           |   |         |   |         |              |         |           |               |             |        
|development costs                                                                                  | $ | 4,832     | $ | 35      | $ | 167,337 | $            | 192,357 | $         | 570           | $           | 365,131





|                                                                                                   |   |           |   |         |   |         |   |   |              |   |           |   |               |  
|-------------------------------------------------------------------------------------------------- | - | --------- | - | ------- | - | ------- | - | - | ------------ | - | --------- | - | ------------- | -
|During the year ending December 31, 2007, the Company spent $110,977 in deferred costs as follows: |  
|                                                                                                   |   | Getty     |   | Getty   |   | Getty   |   |   | Getty South  |   | Getty     |   | Total         |  
|                                                                                                   |   | Northwest |   | Central |   | North   |   |   | 50% interest |   | Southwest |   | Exploration & |  
|                                                                                                   |   |           |   |         |   |         |   |   |              |   |           |   | Development   |  
|Assay                                                                                              | $ |           | $ |         | $ | 270     |   | $ | 50           | $ |           | $ | 320           |  
|Pre-Feasibility study                                                                              |   |           |   |         |   | 29,859  |   |   | 29,859       |   |           |   | 59,718        |  
|Geology                                                                                            |   |           |   |         |   | 36,542  |   |   | 50,552       |   |           |   | 87,094        |  
|Metallurgy                                                                                         |   |           |   |         |   | (75,503 | ) |   | 3,103        |   |           |   | (72,400       | )
|Other,                                                                                             |   | 9,150     |   | 64      |   | 9,999   |   |   | 14,809       |   | 2,223     |   | 36,245        |  
|Total exploration &                                                                                |   |           |   |         |   |         |   |   |              |   |           |   |               |  
|development costs                                                                                  | $ | 9,150     | $ | 64      | $ | 1,167   |   | $ | 98,373       | $ | 2,223     | $ | 110,977       |  





M - 4





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GETTY COPPER INC.



MANAGEMENT DISCUSSION & ANALYSIS

DECEMBER 31, 2008





Liquidity



The Company has no mineral producing properties at this time and receives no revenues from production.  All of the Companys properties are exploration projects, and there is no assurance that a commercially viable ore deposit exists in any such properties until further exploration work and a comprehensive evaluation based upon unit cost, grade, tonnage, recoveries, and other factors conclude economic feasibility.



As of February 28, 2009, 2,675,000 stock incentive options remain issued and 3,550,000 remain reserved for issuance under the Companys stock option plan.



Financing Activities



On January 10, 2008, the Company completed a private placement for 10,000,000 common shares at $0.10 per share, for gross proceeds of $1,000,000.  Proceeds from the private placement will be used for continuing exploration on the Companys mineral properties and for general working capital purposes.  All securities issued will be subject to a four-month hold period from the date of closing.



During the first week of July 2008, 3,253,630 warrants were exercised at $0.15 each for 3,253,630 common shares raising $488,044.50.  These warrants were from a June 2006 private placement, the balance of the warrants expired July 8, 2008.  As of February 28, 2009, 80,892,537 shares were outstanding.



As of February 28, 2009, if all the share purchase warrants and issued incentive stock options were exercised the number of shares outstanding would be 83,567,537.

Outlook



The Company continues its efforts to further develop its mineral properties.  Although it is uncertain whether the Company will determine that it has economically recoverable reserves and whether it will be able to obtain the necessary financing to complete the exploration and development of the mineral properties, the Company believes that it may be able to economically develop the mineral properties.  The ability to raise funds to develop its properties may be challenging in light of current metal prices and market conditions for financing junior exploration companies. However, Canadian generally accepted accounting principles require that development costs related to mineral properties be written down for impairment unless there is persuasive evidence that impairment has not occurred. During the year ending December 31, 2008, funding was available to continue the exploration of the mineral properties, so future exploration development costs will not be written off until such time as the Company determines if it has economical recoverable resources or until exploration and development ceases and/or the mineral claims are abandoned.



The Company advises that the previous litigation it was involved in no longer impacts the levels of performance or achievements.   The Company also appreciates that other potential indemnification claims may arise from ongoing litigation.



The Companys management remains committed to the development of the Companys Highland Valley mineral claims, subject to a positive feasibility study, production permitting and financing.



M - 5





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GETTY COPPER INC.



MANAGEMENT DISCUSSION & ANALYSIS

DECEMBER 31, 2008





Related Party Transactions



During the nine months ending December 31, 2008, Cinnamon Jang Willoughby, a professional accounting firm to which director and CFO Donald Willoughby is associated, billed the Company $17,976 (2007- $14,080) in accounting fees related to tax filings, quarterly report review and other professional accounting related matters, The Company reimbursed the professional accounting firm $Nil (2007 $55,418) for the directors legal fees, time and disbursements for representing the Company in examinations of discovery and other matters related to law suits.    John Parks, Solicitor and former director and Corporate Secretary of the Company, billed the Company $Nil (2007- $105,000) for legal fees as general counsel.   For the year ending December 31, 2008, the Company paid $6,000 office rent to Deborah Resources Ltd. and $30,000 management fees to Freeway Properties Inc., and both companies are controlled by the Managing Director,John Lepinski.  The Company paid $32,380 (2007- $12,885) to Allihies Engineering Inc. for technical services, which is a company held by director and president Corby Anderson.



Outstanding share data



As of March 31, 2009, there were 80,892,537 common shares outstanding.



Changes in accounting policy



Accounting changes:



Effective October 1, 2007, the Company implemented the new CICA accounting section 1506 (Accounting Changes).  Under these new recommendations, voluntary changes in accounting policy are permitted only when they result in the financial statements providing reliable and more relevant information.  This section requires changes in accounting policy to be applied retrospectively unless doing so is impracticable, requires prior period errors to be corrected retrospectively and requires enhanced disclosures about the effects of changes in accounting policies, estimates and errors on the financial statements.  These recommendations also require the disclosure of new primary sources of generally accepted accounting principles that have been issued but not yet effective.



The impact that the adoption of this section will have on the Companys financial statements will depend on the nature of future accounting changes and the required additional disclosure on recent accounting pronouncements.





Financial instruments:



Effective October 1, 2007, the Company implemented the new CICA accounting sections: 3862 (Financial Instruments  Disclosure), 3863 (Financial Instruments  Presentation), which replaced section 3861 Financial Instruments  Disclosures and Presentation.



These new standards revise and enhance the disclosure requirements, and carry forward, substantially unchanged, the presentation requirements.  Sections 3862 and 3863 emphasize the significance of financial instruments for the entitys financial position and performance, the nature and extent of the risks arising from financial instruments, how these risks are managed.  The Company has included these required disclosures in Note 4 to the financial statements.



M - 6





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GETTY COPPER INC.



MANAGEMENT DISCUSSION & ANALYSIS

DECEMBER 31, 2008







Capital disclosures:



Effective October 1, 2007, the Company implemented the new CICA accounting section 1535 (Capital Disclosures).  Section 1535 specifies the disclosure of (i) an entitys objectives, policies, and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance.  The Company has included these disclosures in note 8 to the financial statements.



Future accounting changes:



International Financial Reporting Standards (AFRS):



In 2006, the Canadian Accounting Standards Board (AcSB) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies.  The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period.  In February 2008 the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canadian GAAP.  The changeover date is for interim and annual financial statements relating to fiscal years beginning on or after October 1, 2011.  The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31,  2010.  While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.





Additional Disclosure



On April 25, 2006, the Company initiated a lawsuit in the Supreme Court of British Columbia against the law firm of Blake Cassels & Graydon LLP. The lawsuit claims inter alia, damages for breach of duty owed to the Company. As of March 31, 2009, this action remains unresolved.

On July 7, 2006, the Company was named in a lawsuit initiated in the Supreme Court of BC by a number of plaintiffs including Robert Gardner and Gordon Blankstein.  The action alleges, inter alia, that the business or affairs of the Company is oppressive or unfairly prejudicial to or has unfairly disregarded the interests of the plaintiffs and those similarly situated.  In May 2008, the Company and the Plaintiffs concluded a settlement of the action in which both the plaintiffs' claims and the defendants' counterclaim have been dismissed without costs to any party. No settlement payments were transferred or received by either party.  This settlement serves to vindicate the Companys steadfast position that the allegations raised in these and previously settled proceedings against the Company and its directors were completely unfounded.



On July 19 2007, the Company announced the results of a NI 43-101 compliant technical report on the Getty South Deposit.



On August 23, 2007 the Company announced the results of a NI 43-101 compliant technical report of the Getty North Deposit.



On August 24, 2007 the Company announced it has commissioned a preliminary-feasibility engineering study from West Coast Environmental and Engineering on potential cathode copper production from the Getty North and Getty South oxide and sulphide copper resources.   The Company is awaiting a Preliminary Feasibility Study.



M - 7





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GETTY COPPER INC.



MANAGEMENT DISCUSSION & ANALYSIS

DECEMBER 31, 2008







On January 7, 2008 the Company announced that it received an updated resource calculation on the Getty North Deposit which reflects the current estimate of the molybdenum indicated resources contained in the oxide and sulphide portions of the Getty North Deposit.   On February 19, 2008 the Company received a NI 43-101 Technical Report which disclosed the current estimate of the molybdenum Indicated Resources contained within the Getty North Deposit.







Subsequent to year end the Company reached a settlement-in-principle with one of its directors to indemnify him for approximately 88% of his legal expenses incurred during  2004 to 2007 in the research and prosecution of legal actions directly related to lawsuits involving the Company. These lawsuits were in connection with a 2002 mineral property interest sale agreement and the actions of certain former directors in impugning the agreement. The settlement was premised on the fact that the director's legal actions were of benefit to the Company in the conduct of its own litigation in connection with the same matters. The settlement provides that the director will be entitled to receive $650,000 by way of a secured promissory note for $600,000 payable January 2, 2012 and bearing interest at 6% plus $50,000 cash upon execution of a definitive agreement. The note can be accelerated in the event the Company completes a major financing or in certain customary events of default. The definitive settlement agreement will be subject to TSX Venture Exchange approval in the ordinary course."







Summary and Outlook



The Company is a British Columbia company engaged in the business of mineral exploration in the Highland Valley of British Columbia. The Company does not have any properties that are in production or that contain a reserve.



Notwithstanding the distraction of the referred to litigation, the Companys main focus is to concentrate on the Getty North and Getty South deposits.



Additional Information



Additional information relating to the company, its activities and operations is available on SEDAR at www.sedar.com.







M - 8





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ITEM 18 FINANCIAL STATEMENTS

In lieu of responding to this Item, the Registrant has elected to respond to Item 17 of this annual report on Form 20-F.

ITEM 19 EXHIBITS



|               |                                                                                                                                          |          
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ---------
|               |                                                                                                                                          |          
|Exhibit Number | Document Description                                                                                                                     | Date     
|1.1           | Certificate of Incorporation of Getty dated September 23, 1985.                                                                          | June 1998
|1.2           | Certificate of Change of Name dated November 12, 1992.                                                                                   | June 1998
|1.3           | Bylaws of Getty dated September 23, 1985.                                                                                                | June 1998
|4.16          | Management Agreement dated July 1, 1995, between Getty and Freeway Properties Inc.                                                       | June 1998
|4.17          | Incentive Stock Option Agreements dated June 9, 1995, between Getty and various Optionees.                                               | June 1998
|4.25          | Escrow Agreement (BC) dated October 29, 1985 between Getty, Gettys shareholders, and Yorkshire Trust Company of Canada.                 | June 1998
|4.26          | Escrow Agreement (BC) dated June 1, 1993 between Getty, Robak Industries Ltd., Masco Capital Inc., and Montreal Trust Company of Canada. | June 1998
|4.27          | KHA Resource Modeling Inc. Memo Report on Getty North dated December 18, 1997.                                                           | June 1998
|4.28          | Consent of KHA Resource Modeling Inc. dated December 17, 1997.                                                                           | June 1998
|4.29          | Bill of Sale Absolute dated April 11, 1998 between Robak Industries Ltd. and Getty.                                                      | June 1998
|4.30          | Escrow Release                                                                                                                           | June 1999
|4.31          | Mineral Property Interest Sale Agreement November 8, 2002                                                                                | July 2004

|       |                                                                        |              
|------ | ---------------------------------------------------------------------- | -------------
|4.32  | Letter from Computershare, Escrow Release August 25, 2003              | July 2004    
|4.33  | Highland Valley Copper  Memorandum of Understanding December 18, 2003 | July 2004    
|4.34  | Flow Through Private Placement Agreement December 2003                 | July 2004    
|4.36  | June 2004 Private Placement $300,000                                   | July 2004    
|4.37  | Private Placement Subscription Agreement May 2005                      | August 2005  
|16.04 | Private Placement Subscription Agreement January 2006                  | June 2006    
|18.03 | Private Placement Subscription Agreement May 2006                      | June 2007    
|18.04 | Private Placement Subscription Agreement May 2007                      | June 2007    
|12.1   | Section 302 of the Sarbanes-Oxley Act CEO Certification                | June 29, 2009
|12.2   | Section 302 of the Sarbanes-Oxley Act CFO Certification                | June 29, 2009
|13.1   | Section 906 of the Sarbanes-Oxley Act CEO Certification                | June 29, 2009
|13.2   | Section 906 of the Sarbanes-Oxley Act CEO Certification                | June 29, 2009



 Previously filed.



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SIGNATURES

The Registrant 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.

GETTY COPPER INC.

Per:

Corby G. Anderson

Corby G. Anderson
President, CEO, COO



DATED: June 23, 2009









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EXHIBIT 12.1

Section 302 of the Sarbanes-Oxley Act of 2002

CEO Certification

I, Corby G. Anderson, certify that:



1.

I have reviewed this annual report on Form 20-F of Getty Copper Inc. (the Company)



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;



4.

The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:



a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;



c)

Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d)

Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and



5.

The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions):



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a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and



b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting.



Date: June 29, 2009

/s/ Corby G. Anderson

Corby G. Anderson

President & Chief Executive Officer







57



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EXHIBIT 12.2

Section 302 of the Sarbanes-Oxley Act of 2002

CFO Certification



I, Donald Willoughby, certify that:



1.

I have reviewed this annual report on Form 20-F of Getty Copper Inc. (the Company)



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;



4.

The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:



a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;



c)

Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d)

Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and



5.

The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions):



58



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a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and



b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting.



Date: June 29, 2009

/s/ Donald Willoughby

Donald Willoughby

Chief Financial Officer





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EXHIBIT 13.1

Section 906 of the Sarbanes-Oxley Act of 2002

CEO Certification



In connection with the annual report of Getty Copper Inc. (the Company) on Form 20-F for the fiscal year ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Corby G. Anderson, President & Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Corby G. Anderson

Name: Corby G. Anderson

Title: President & Chief Executive Officer

June 29, 2009

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 20-F to which it relates, is not to be deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 20-F), irrespective of any general incorporation language contained in such filing.





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EXHIBIT 13.2

Section 906 of the Sarbanes-Oxley Act of 2002

CFO Certification



In connection with the annual report of Getty Copper Inc. (the Company) on Form 20-F for the fiscal year ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Donald Willoughby, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:



1.  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





/s/ Donald Willoughby



Name: Donald Willoughby

Title: Chief Financial Officer

June 29, 2009





A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



This certification accompanies the Form 20-F to which it relates, is not to be deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 20-F), irrespective of any general incorporation language contained in such filing.





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