UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 20-F

APRIL 23, 2004

_________________   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

ACT OF 1934

FOR THE FISCAL YEAR ENDED 	DECEMBER 31, 2003

OR

_______________   FOR THE TRANSITION
PERIOD FROM  _________________  TO
_________________

COMMISSION FILE NUMBER:0-29840



Freegold Ventures Limited (formerly International Freegold Mineral Development Inc.)

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



Not Applicable

(TRANSLATION OF REGISTRANTS NAME INTO ENGLISH)



British Columbia, Canada

(JURISDICTION OF INCORPORATION OR ORGANIZATION)



2303 West 41st Avenue, Vancouver, British Columbia V6M 2A3



(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES )



SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT.



TITLE OF EACH CLASS                     
NAME ON EACH EXCHANGE ON WHICH REGISTERED



None



SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT.



Common Shares Without Par Value

(TITLE OF CLASS)

1

---

SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT

TO SECTION 15(D) OF THE ACT.



None

(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.



26,266,705 Common Shares





Indicate by Check Mark Whether the Registrant (1) has Filed All Reports Required To be Filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 During the Preceding 12 Months (or for such shorter period that the registrant was required to file such reports), and (2) Has Been Subject to Such Filing Requirements for the Past 90 Days.





YES    _____X________                       
NO    _______________





Indicate by Check Mark Which Financial Statement Item the Registrant Has Elected to Follow.



ITEM 17 _____X            
ITEM 18  _____________





(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    _____X________                       
NO    _______________    NOT APPLICABLE 
___________________



2

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TABLE OF CONTENTS





Page



Glossary of Mining Terms

6



PART I

ITEM 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

9

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

9

ITEM 3.

KEY INFORMATION

9

A.

Selected Financial Data

9

B.

Capitalization and Indebtedness

10

C.

Reasons for the Offer and Use of Proceeds

10

D.

Risk Factors

10

(i)

Exploration and Development Risks

10

(ii)

Operating Hazards and Risks

11

(iii)

Lack of Cash Flow and Non Availability of Additional Funds

11

(iv)

Reserves

11

(v)

Title Risks

12

(vi)

Uncertainty or Contestation of Contract Rights

13

(vii)

Conflicts of Interest

13

(i)

Competition and Agreements with Other Parties

13

(ix)

Fluctuating Mineral Prices

14

(x)

Shares Reserved for Future Issuance; Potential Dilution

14

(xi)

Environmental Regulation

14

(xii)

Compliance with Applicable Canadian Laws and Regulations

15

(xiii)

Canadian Jurisdictional and Enforceability of Judgements, Risks

15

(xiv)

Adequate Labor and Dependence Upon Key Personnel

15

(xv)

Forward Looking Statements

16

ITEM 4.

INFORMATION ON THE COMPANY

16

A.

History and Development of the Company

16

B.

Business Overview

16

C.

Organizational Structure

17

D.

Property, Plants and Equipment

17

1.

Golden Summit Property, Alaska, USA

17

a.

Newsboy Claims

18

b.

Keystone Claims

18

c.

Yeager Claims

19

2.

Rob Gold Project, Alaska, USA

35

3.

Union Bay PGM Property, Alaska, USA

46

4.

Rainbow Hill Property, Alaska, USA

60

5.

Almaden Property, Idaho, USA

61

6.

Sudbury Mining District, Ontario, Canada

71

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

71

A.

Operating Results

71

Fiscal Year Ended December 31, 2003 compared to Fiscal Year

Ended December 31, 2002

72

Fiscal Year Ended December 31, 2002 compared to Fiscal Year

Ended December 31, 2001

73

Fiscal Year Ended December 31, 2001 compared to Fiscal Year

3

---



Ended December 31, 2000

73

B.

Liquidity and Capital Resources

74

Fiscal Year Ended December 31, 2003 compared to Fiscal Year

Ended December 31, 2002

74

Fiscal Year Ended December 31, 2002 compared to Fiscal Year

Ended December 31, 2001

74

Fiscal Year Ended December 31, 2001 compared to Fiscal Year

Ended December 31, 2000

75

Material Differences between Canadian and

U.S. Generally Accepted Accounting Principles

75

C.

Research and Development, Patents and Licenses, etc.

76

D.

Trend Information

76

E.

Off-Balance Sheet Arrangements

76

F.

Tabular Disclosure of Contractual Obligations

76

G.

Safe Harbour

77

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

77

A.

Directors and Senior Management

77

B.

Compensation

79

Cash and Non-Cash Compensation  Executive Officers and Directors

79

Long Term Incentive Plan

80

Termination & Employment Change in Responsibilities &

Management Contracts

80

Report on Executive Compensation

80

Compensation to Directors

80

Stock Options

80

(a) Option/Sars Granted During the Most Recently Completed Financial Year

81

(b) Options Granted to Directors and Non-Executive Insiders

During the Most Recently Completed Financial Year

81

(c) Option/Sars Exercised by Directors, Executive Officers, Non-Executive

Insiders and Others During the Most Recently Completed Financial Year

81

(d) Option/Sars Cancelled of Directors, Executive Officers, Non-Executive

Insiders and Others During the Most Recently Completed Financial Year

82

Amendment to the Stock Option Plan

82

Defined Benefit Plan

82

C.

Board Practices

82

D.

Employees

85

E.

Share Ownership

85

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

86

A.

Major Shareholders

86

B.

Related Party Transactions

86

C.

Interests of Experts and Counsel

87

ITEM 8.

FINANCIAL INFORMATION

87

A.

Consolidated Statements and Other Financial Information

87

B.

Significant Changes

87

ITEM 9.

THE OFFER AND LISTING

87

A.

Offer and Listing Details

87

B.

Plan of Distribution

89

C.

Markets

89

D.

Selling Shareholders

89

E.

Dilution

90

F.

Expenses of the Issue

90

4

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ITEM 10. ADDITIONAL INFORMATION

90

A.

Share Capital

90

B.

Memorandum and Articles of Association

90

C.

Material Contracts

90

D.

Exchange Controls

90

E.

Taxation

91

Canadian Federal Income Tax Consequences

92

Dividends

92

Capital Gains

92

United States Federal Income Tax Consequences

93

US Holders

94

Distributions on Common Shares of the Company

94

Foreign Tax Credit

95

Disposition of Common Shares of the Registrant

95

Other Considerations for US Holders

95

Foreign Personal Holding Company

95

Foreign Investment Company

96

Passive Foreign Investment Company

96

Controlled Foreign Corporation Status

98

F.

Dividends and Paying Agents

98

G.

Statements by Experts

99

H.

Documents on Display

99

I.

Subsidiary Information

99

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

99

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

99



PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

99

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF

SECURITY HOLDERS AND USE OF PROCEEDS

99

ITEM 15:

CONTROLS AND PROCEDURES

99

ITEM 16:

RESERVED

99

ITEM 16A: AUDIT COMMITTEE FINANCIAL REPORT

100

ITEM 16B: CODE OF ETHICS

100

ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES

103

ITEM 16D: EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT

COMMITTEES

103

ITEM 16E:  PURCHASE OF EQUITY SECURITIES BY THE ISSUER

AND AFFILIATED PURCHASER

103

PART III

ITEM 17.

FINANCIAL STATEMENTS

103

ITEM 18.

FINANCIAL STATEMENTS

103

ITEM 19.

EXHIBITS

103

SIGNATURES

108

5

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GLOSSARY



The following are definitions of mining terms and certain other terms used in this Annual Report.



|Avalon:                       | Avalon Development Corp.                                                                                                                                 
|----------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Almaden Agreement:            | The property option agreement dated May 6, 1996, between the Company and the Almaden Optionors                                                           
|Almaden Assignment Agreement: | The assignment agreement dated December 13, 1995, as amended February 28, 1996, between Compass and the Company                                          
|Almaden Option:               | The option granted by the Almaden Optionors to the Company pursuant to the Almaden Agreement to acquire up to a 60% interest in the Almaden Property
.   
|Almaden Optionors:            | Collectively, Ican Minerals Ltd., Ican Minerals Inc. and Canu Resources Ltd.                                                                             
|Almaden Property:             | Those mineral claims located in Washington County in the State of Idaho, U.S.A., which the Company holds an interest in pursuant to the Almaden Agreement
|AMAX:                         | AMAX Gold Exploration Inc.                                                                                                                               
|As:                           | Arsenic                                                                                                                                                  
|Au:                           | Gold                                                                                                                                                     
|Barrick:                      | Barrick Gold Corporation                                                                                                                                 
|Bi:                           | Bismuth                                                                                                                                                  
|CanAlaska:                    | CanAlaska Ventures Ltd.                                                                                                                                  
|Canu:                         | Canu Resources, Inc.                                                                                                                                     
|                              |                                                                                                                                                          
|Chromite:                     | Mineral of the Spinel formation                                                                                                                          
|                              |                                                                                                                                                          
|Contact:                      | Place or surface where two different kinds of rocks come together                                                                                        
|                              |                                                                                                                                                          
|Common share:                 | A common share in the capital of the Company                                                                                                             
|                              |                                                                                                                                                          
|Company:                      | Freegold Ventures Limited, and, where the context so requires, its subsidiary, Free Gold Recovery U.S.A.                                                 
|Compass:                      | Compass Capital Ltd.                                                                                                                                     
|                              |                                                                                                                                                          
|Cu:                           | Copper                                                                                                                                                   

6

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|EDM:                                               | Electronic distance measurement                                                                                                                                                                                                                                                                                                                                                               
|-------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Escrow Agent:                                      | CIBC Mellon Trust Company                                                                                                                                                                                                                                                                                                                                                                     
|Exchange:                                          | Toronto Stock Exchange                                                                                                                                                                                                                                                                                                                                                                        
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                               
|Fairbanks or FEI:                                  | Fairbanks Exploration Inc.                                                                                                                                                                                                                                                                                                                                                                    
|Fairbanks Assignment
Agreement:                    | The assignment agreement dated May 30, 1997, as amended February 26, 1998, entered into between the Company and Fairbanks                                                                                                                                                                                                                                                                     
|Golden Summit Property:                            | The mineral claims located in the Fairbanks Mining District in the State of Alaska, U.S.A.                                                                                                                                                                                                                                                                                                    
|Golden Summit Report:                              | The executive summary report dated February 7, 2003, by Avalon Development Corp.                                                                                                                                                                                                                                                                                                              
|gpt:                                               | Grams per tonne                                                                                                                                                                                                                                                                                                                                                                               
|Granite:                                           | Plutonic rock consisting essentially of alkali feldspar and quartz                                                                                                                                                                                                                                                                                                                            
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                               
|Hg:                                                | Mercury                                                                                                                                                                                                                                                                                                                                                                                       
|Homestake:                                         | Homestake Mining Company                                                                                                                                                                                                                                                                                                                                                                      
|Hornblende:                                        | Mineral of the amphibole group                                                                                                                                                                                                                                                                                                                                                                
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                               
|IMC:                                               | International Minerals and Chemicals                                                                                                                                                                                                                                                                                                                                                          
|Ir:                                                | Iridium                                                                                                                                                                                                                                                                                                                                                                                       
|                                                   |                                                                                                                                                                                                                                                                                                                                                                                               
|km:                                                | Kilometres                                                                                                                                                                                                                                                                                                                                                                                    
|Keystone:

Mineralized Deposit or Mineral Deposit: | Keystone Mines Partnership

A mineralized body delineated by appropriately spaced drilling and/or underground sampling to support sufficient amounts of tonnage and average grade of metal(s).  Such deposit does not qualify as a reserve until a comprehensive evaluation based upon present unit price, cost recoveries and offer material factors conclude legal and economic feasibility.
|Mn:                                                | Manganese                                                                                                                                                                                                                                                                                                                                                                                     
|Mo:                                                | Molybdenum                                                                                                                                                                                                                                                                                                                                                                                    
|Ni:                                                | Nickel                                                                                                                                                                                                                                                                                                                                                                                        
|NSR:                                               | Net Smelter Return                                                                                                                                                                                                                                                                                                                                                                            
|opt:                                               | Ounces per tonne                                                                                                                                                                                                                                                                                                                                                                              

7

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|Os:         | Osmium                                                                                                                                                                                                            
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|oz:         | Ounce                                                                                                                                                                                                             
|Pb:         | Lead                                                                                                                                                                                                              
|Pd:         | Palladium                                                                                                                                                                                                         
|PGM:        | Platinum Group Metal                                                                                                                                                                                              
|ppb:        | Parts per billion                                                                                                                                                                                                 
|ppm:        | Parts per million                                                                                                                                                                                                 
|Pt:         | Platinum                                                                                                                                                                                                          
|Pyroxenite: | Medium or coarse grained rock consisting mainly of pyroxene                                                                                                                                                       
|Rh:         | Rhodium                                                                                                                                                                                                           
|RVC:        | Reverse circulation                                                                                                                                                                                               
|Sb:         | Antimony                                                                                                                                                                                                          
|VLF-EM:     | Very low frequency electromagnetic survey                                                                                                                                                                         
|Ultramafic: | Some igneous rocks and most varieties of meteorites containing less than 45% silica containing virtually no quartz or feldspar and composed essentially of ferromagnesian silicates, metallic oxides and sulfides.
|            |                                                                                                                                                                                                                   
|W:          | Tungsten                                                                                                                                                                                                          
|Zn:         | Zinc                                                                                                                                                                                                              



8

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PART I



ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS



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



ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE



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



ITEM 3.

KEY INFORMATION



A.

Selected Financial Data



The Company has a limited history of operations and has not generated any operating revenues in the pertinent.  The following table sets forth, for the periods and the dates indicated, selected financial and operating data for the Company.  This information should be read in conjunction with the Company's Financial Statements and Notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere herein.  The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company.  To date the Company has not paid any dividends on the Common Shares and it does not expect to pay dividends in the foreseeable future.



The Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP").  There are material differences between Canadian GAAP and the accounting principles are generally accepted in the United States ("U.S. GAAP") as applied to the Company including disclosure items.  For a comparison of these differences, refer to footnote No. 11 to the Financial Statements.



SELECTED FINANCIAL DATA

CANADIAN GAAP

(IN CANADIAN DOLLARS)



Selected Financial Data for the Year Ended December 31



20032002200120001999Cash2,665,65431,7797,589170,479543,792Total Assets10,559,2366,321,3975,487,6459,356,49010,697,824Current Liability102,55076,825210,729109,03926,027Loss(1,253,591)(719,570)(256,037)(498,919)(520,549)Mineral Properties
Written Off(18,717)(104,036)(4,159,380)(2,401,711)(1,393,800)Other Items94,38535,605143,706391,539(47,616)Net Loss(1,177,923)(788,001)(4,271,711)(2,509,091)(1,961,965)Deficit(19,396,866)(17,946,772)(17,110,831)(12,839,120)(10,312,529)Weighted Avg #
Shares O/S18,664,62511,743,7979,350,6688,130,7897,174,754Loss Per Share(0.06)(0.07)(0.46)(0.31)(0.27)




SELECTED FINANCIAL DATA

9

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U.S. GAAP

(IN CANADIAN DOLLARS)



Selected Financial Data for the Fiscal Year Ended December 31



20032002200120001999Cash2,665,65431,7797,589170,479543,792Total Assets3,649,219234,220217,886517,289787,144Current Liability102,55076,825210,729109,03926,027Loss(1,177,923)(788,001)(4,271,711)(2,509,091)(1,961,965)Mineral Property
Cost Adjustment(822,890)(817,418)3,569,4421,071,479260,568Foreign Exchange
Adjustment(22,377)----Net Loss(2,023,140)(1,605,419)(702,269)(1,437,612)(1,701,397)Deficit(25,663,015)(23,639,875)(22,034,456)(21,332,187)(19,894,575)Weighted Avg #
Shares O/S18,664,62511,743,7979,350,6688,130,7897,174,754Loss Per Share(0.11)(0.14)(0.08)(0.16)(0.24)




B.

Capitalization and Indebtedness



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



C.

Reasons for the Offer and Use of Proceeds



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



D.

Risk Factors



Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production.  The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.



(i)

Exploration and Development Risks



Mineral exploration and development involves a high degree of risk and few properties which are explored are ultimately developed into producing mines.  There is no assurance that the Company's mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of the Company's operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors.

10

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Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties to develop the mining and processing facilities and infrastructure at any site chosen for mining.  Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that the funds required for development can be obtained on a timely basis.  Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions.  In addition, the grade of ore ultimately mined may differ from that indicated by drilling results.  Short term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations.  Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.  Reserves are reported as general indicators of mine life.  Reserves should not be interpreted as assurances of mine life or of the profitability of current or future operations.



(ii)

Operating Hazards and Risks



Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of gold and other metals, such as unusual or unexpected formations, cave-ins, pollution, all of which could result in work stoppages, damage to property, and possible environmental damage.  The Company does have general liability insurance covering its operations and does not presently intend to obtain liability insurance as to such hazards and liabilities.  Payment of any liabilities as a result could have a materially adverse effect upon the Company's financial condition.



(iii)

Lack of Cash Flow and Non Availability of Additional Funds



None of the Company's properties have commenced commercial production and the Company has no history of earnings or cash flow from its operations.  As a result there can be no assurance that the Company will be able to develop and generate any of its property profitably or that its activities will generate positive cash flow.  The only present source of funds available to the Company is through the sale of its Common Shares.  Even if the results of exploration are encouraging, the Company may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists on any property.  While the Company may generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such funds will be available for operations.



(iv)

Reserves



Although estimates of Mineral Deposits on the Companys Almaden Property and are made in accordance with industry practice based upon the geological examinations performed on such property to date, there can be no assurance that the actual Mineral Deposits present on the property will be as estimated, nor that the extraction of any Mineral Deposits will be profitable or financeable. The Almaden Property has been brought to feasibility, however, there is no known body of ore on any of the Companys other mineral properties, including the Golden Summit Property, the Rob Project and the Union Bay Project.



(v)

Title Risks



Due to the large number and diverse legal nature of the mineral properties described in this document, full investigation of legal title to each such property has not been carried out at this time.  Many of the

11

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Companys properties may be subject to prior unregistered agreements of transfer or native land claims and title may be affected by undetected defects. The Companys properties consist of recorded mineral claims and patented mineral claims which have not been surveyed, and therefore the precise area and location of such claims may be in doubt.



Certain of the Companys mining properties are unpatented mining claims located in the U.S., and the Company, upon acquiring an interest in and to such claims, will have only possessory title with respect to such properties.  Because title to unpatented mining claims is subject to inherent uncertainties, including paramount title to the U.S., it is difficult to determine conclusively the ownership of such claims.  In addition, and in order to retain title to an unpatented mining claim, a claim holder must have met annual assessment work requirements (US$100 per claim) through September 1, 1992 and must have complied with stringent state and federal regulations pertaining to the filing of assessment work affidavits. Moreover, after September 1, 1992, the right to locate or maintain a claim generally is conditional upon payment to the U.S. of a rental fee of US$100 per claim per year for each governmental fiscal year instead of performing assessment work.  State law may still require performance of assessment work.  Since most mining claims in the U.S. are unpatented, this uncertainty is inherent in the mining industry.



For the last several Congressional sessions bills have been repeatedly introduced in the U.S. Congress which would supplant or radically alter the provisions of the Mining Law of 1872.  As of the date of this annual report no such bills are pending.  However, Senator Dale Bumpers of Arkansas, a sponsor of previous bills to amend the Mining Law of 1872, has recently circulated for review and comment a proposed mining law reform compromise (the "proposal").  Mining industry leaders and organizations, including the National Mining Association, the Northwest Mining Association and the Colorado Mining Association, are in the process of reviewing and commenting upon this proposal.  If Senator Bumpers' proposal were to be introduced by him and enacted into law by the U.S. Congress, the cost of holding unpatented mining claims could be increased materially, and the ability of companies to develop mineral resources on unpatented mining claims could be impaired materially.  Under the current Bumpers proposal, the right to obtain a patent on unpatented mining claims would be eliminated, although all patent applications that currently are grandfathered.  Bumpers' proposal also would subject all mines on public lands that are not patented to a royalty, except for certain small mines, which royalties would be phased in over a four-year period beginning in fiscal year 1999.  The imposition of such royalties could materially and adversely affect the potential for development of unpatented mining claims and the economics of operating existing mines on federal unpatented mining claims.  The Company does not know whether the proposal as is or in some modified form will ever be introduced as a bill, and if so, whether it will be enacted.



The present status of the Companys U.S. properties as unpatented mining claims located on public lands of the U.S. allows the claimant the exclusive right to mine and remove valuable minerals, such as precious and base metals, found therein, and also to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores.  However, legal ownership of the land remains with the U.S.  Accordingly, with an unpatented claim the U.S. retains many of the incidents of ownership of land, the U.S. regulates use of the surface and the Company remains at risk that the claims may be forfeited either to the U.S. or to rival private claimants due to failure to comply with statutory requirements as to location and maintenance of the claims.  If there exists a valuable deposit of locatable minerals (which is the requirement for the unpatented claim to be valid in the first place), and provided certain levels of work and improvements have been performed on an unpatented mining claim, the claimants may then seek to purchase the full title to the claim thereby causing the claim to become the private property of the claimant.  Such full ownership expands the claimants permissible uses of the property (to any use authorized for private property) and eliminates the need to comply with maintenance and reporting requirements necessary to protect rights in an unpatented claim.  However, a moratorium on accepting and processing mineral patent applications within the Department of the Interior has been imposed by Congress.  It is therefore impossible for the Company to seek to enhance its rights in the Golden Summit Property, the Rob Property the Union Bay Property as well as  the Almaden Property by seeking issuance of mineral patents in the

12

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name of the respective optionors.  If governmental fees or royalties on unpatented claims were to be introduced the Company and other major mining companies would be adversely affected.



(vi)

Uncertainty or Contestation of Contract Rights



The Company owns or has the right to earn interests in properties under contract with a number of individuals and corporations.  By the Companys present assessment the two most significant interests under earning options are the Golden Summit Property and the Almaden Property.  The Almaden Property option is a contractual option which rests upon a chain of contractual leases and grants and options between various parties culminating in the Companys option.  The Golden Summit Property is held pursuant to the Fairbanks Assignment Agreement. The Company is working under laws of the United States and, although the Company has effected such researches and professional opinions as it considers financially reasonable in the circumstances, it has not engaged surveys or complete and unqualified professional opinions at this stage of development of its properties.



(vii)

Conflicts of Interest



Certain of the directors of the Company are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.  In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such a participation or such terms.  In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.  From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participating in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program.  It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.  In accordance with the laws of the Province of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interest of the Company.  In determining whether the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time.  Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.  The Company is not aware of the existence of any conflict of interest as described herein.



(viii)

Competition and Agreements with Other Parties



The mineral resources industry is intensely competitive and the Company competes with many companies that have greater financial resources and technical facilities than itself.  Significant competition exists for the limited number of mineral acquisition opportunities available in the Company's sphere of operations.  As a result of this competition, the Company's ability to acquire additional attractive gold mining properties on terms it considers acceptable may be adversely affected.



The Company may, in the future, be unable to meet its share of costs incurred under agreements to which it is a party and the Company may have its interests in the properties subject to such agreements reduced as a result.  Furthermore, if other parties to such agreements do not meet their share of such costs, the Company may be unable to finance the costs required to complete the recommended programs.



(ix)

Fluctuating Mineral Prices

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The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of mineral resources are developed, a profitable market will exist for the sale of same.  Factors beyond the control of the Company may affect the marketability of any minerals discovered.  Although the prices of nickel, copper, cobalt and palladium have been relatively stable, no assurance may be given that prices will remain so; significant price movements over short periods of time may be affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the U.S. dollar relative to other currencies), interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods.  The effect of these factors on the price minerals and therefore the economic viability of any of the Company's exploration projects cannot accurately be predicted.  As the Company is in the development stage, the above factors have had no material impact on operations or income.



(x)

Shares Reserved For Future Issuance; Potential Dilution



As of December 31, 2003, the Company had reserved, 13,390,780 Common Shares for issuance upon the exercise of warrants, incentive stock options, common shares for issuance under its property acquisition agreements and/or common shares for performance shares.  Such common shares represent a potential equity dilution of approximately 34%, based upon the number of outstanding Common Shares at December 31, 2003 of 26,266,705.  Furthermore, the Company may enter into commitments in the future which would require the issuance of additional Common Shares and may grant additional stock options and/or issue additional warrants.  At December 31, 2003 the Company had 60,342,515 authorized but unissued and unreserved Common Shares.  Issuance of additional shares would be subject to Exchange regulatory approval and compliance with applicable securities legislation.  The Company currently has no plans to issue Common Shares other than for the purposes of raising funds for property acquisition and general working capital. Requirements which issuance would be subject to Exchange approval.



(xi)

Environmental Regulation



All phases of the Company's operations in Canada and the United States are subject to environmental regulations.  It is the Company's belief that if environmental legislation in Canada and the United States including but not limited to possible amendment to the Federal Land Policy and Management Act which prevents undue and unnecessary degradation of federal lands; the Clean Air Act (which sets air quality standards), the Federal Water Pollution Control Act (Clean Water Act) (which directs standards to be set for surface water quality and for controlling discharges to surface water), the Safe Drinking Water Act (which directs standards to be set for quality of drinking water to be supplied to the public - states are the primary authorities - and regulating underground injection operations, the Solid Water Disposal Act (which regulates generation, storage and disposal of hazardous ware and manage solid, non-hazardous waste), the Comprehensive Environmental Response, Compensation and Liability Act (which requires operators to report releases of hazardous substances to the environment and inventory chemicals handled), the Toxic Substance Control Act (requires regulation of chemicals that present risk to health or environment), the Endangered Species Act (plants and animals listed that are threatened; protection plans mandated), and the Migratory Bird Treaty Act (prohibits killing of virtually all bird species), evolve in require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  The cost of compliance therewith may substantially increase and thereby effect the Company's operations; however, the Company is not aware of any pending environmental litigation or amendments to existing environmental litigation which will affect the Company's current or prepared operations or which would otherwise have a material adverse effect on the Company or its operations.  There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations.

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The Almaden Property is the site of past mercury mining by previous owners.  The feasibility study completed by Watts, Griffis & McOuat in 1997 on Freegold Ventures Limited behalf included studies by environmental consultants Westec Inc., which concluded that the proper management of the waste dumps in any future operation can eliminate any potential for leaching mercury.  This means that the Company would conform to a mining plan which had been approved Watts, Griffis & McOuat also concluded that heap leaching the material from the existing dumps would effectively remove mercury from the environment.



(xii)

Compliance with Applicable Canadian Laws and Regulations



In Ontario the Company is also at the early stage of exploration. To date only regional geological mapping, sampling and limited geophysical surveys have been conducted on the Property, should more intensive exploration take place the Company will comply with all permits required for field exploration.



(xiii)

Canadian Jurisdictional and Enforceability of Judgments, Risks



The Company is a Canadian corporation.  Four of its directors and officers are, residents of Canada and a significant part of its assets are, or will be, located outside of the United States.  As a result, it may be difficult for shareholders resident in the United States to effect service within the United States upon the Registrant, and as such directors, officers or experts who are not residents of the United States, or to realize in the United States upon judgements of courts of the United States predicated upon civil liability of any of the Company, such directors or officers under the United States federal securities laws.



(xiv)

Adequate Labor and Dependence Upon Key Personnel



The Company will depend upon recruiting and maintaining other qualified personnel to staff its operations.  The Company believes that such personnel currently are available at reasonable salaries and wages in the geographic areas in which the Company intends to operate.  There can be no assurance, however, that such personnel will always be available in the future.  In addition, it cannot be predicted whether the labor staffing at any of the Company's projects will be unionized.  The success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of its management.  The loss of services of any of its management could have a material adverse effect on the Company.  However, the Company maintains key man insurance on Harry Barr, and intends to add key man insurance for other integral members of its management.



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(xv)

Forward Looking Statements



This document contains forward looking statements concerning the Company's operations, economic performance and financial condition, including in particular, the likelihood of the Company's success in operating as an independent company and developing and expanding its business.  These statements are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company, and reflect future business decisions which are subject to change.  Some of these assumptions inevitably will not materialize, and unanticipated events will occur which will affect the Company's future results.



ITEM 4.

INFORMATION ON THE COMPANY



A.

History and Development of the Company



The Company was incorporated on July 22, 1985, under the name FreeGold Recovery Inc., under the laws of the Province of Alberta.  On August 21, 1991, the Company continued out of the Province of Alberta into the Province of British Columbia.  On November 25, 1993, the Company changed its name to International Freegold Mineral Development Inc. and consolidated its share capital on a six old common shares for one new common share basis.  On  September 4, 2002 the Company changed its name to Freegold Ventures Limited and consolidated its share capital on a four old common shares for one new common share basis.  In this document the Company means Freegold Ventures Limited and, except where the context so requires, its subsidiary.



The Company carries out its operations in Alaska and Idaho through its wholly-owned subsidiary, Free Gold Recovery, U.S.A.  Free Gold Recovery U.S.A., Inc. was incorporated on November 12, 1985, under the laws of the State of Nevada and was granted a Certificate of Authority to transact business in the State of Alaska on December 18, 1995, under the name FreeGold Recovery Inc. USA.  In this Annual Report Free Gold Recovery U.S.A. means both Free Gold Recovery, U.S.A. and FreeGold Recovery Inc. USA.  The Company is the sole shareholder of Free Gold Recovery U.S.A.,  Ican Minerals, Inc. (Ican) and Canu Resources, Inc. (Canu). Ican and Canu are also U.S. corporations.  They were involved in mineral property exploration, but are currently inactive.



The Companys agent in the host country is Incorp Services, Inc., 6075 S. Eastern Ave Suite 1, Las Vegas, NV  89119-3146.



The Company's office is located at 2303 West 41st Avenue, Vancouver, British Columbia V6M 2A3.  The Company is a reporting issuer in the Provinces of British Columbia, Alberta, and Ontario, Canada.  Its common stock (the "Common Shares") has been listed on the TSX Venture Exchange (the "Exchange") from March 11, 1987 to November 7, 2001 under the trading symbol "ITF" and has been listed on the Toronto Stock Exchange (the TSX) under the trading symbol ITF since May 19, 1998.



B.

Business Overview



The Company, together with or through its subsidiary, Free Gold Recovery U.S.A., carries on the business of acquiring, exploring and, if warranted, developing precious metal properties in the State of Alaska, U.S.A., the State of Idaho, U.S.A., and Ontario, Canada.  The Company's principal mineral properties are the Golden Summit Property, the Rob Project, the Almaden Property and the Union Bay Property.



The Golden Summit Property is at an advanced exploration stage project.  A feasibility study was completed on the Almaden property in July 1997.

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The Company's primary objective is to explore and develop its existing mineral properties.  Its secondary objective is to locate, evaluate and acquire other mineral properties, and, to finance their exploration and development either through equity financing, by way of joint venture or option agreements or through a combination of both.  Except for the Almaden Property there are currently no known quantifiable reserves of gold and/or base metals on any of the Company's properties.



C.

Organizational Structure



The Company is the sole shareholder of Free Gold Recovery U.S.A., Ican Minerals, Inc. (Ican) and Canu Resources, Inc. (Canu). Ican and Canu are also U.S. corporations.  They were involved in mineral property exploration, but are currently inactive.



D.

Property, Plants and Equipment



1.

Golden Summit Property  Alaska, USA



Property Title



The Golden Summit project consists of 14 patented Federal lode claims, 72 unpatented Federal lode claims and 190 State of Alaska mining claims covering approximately 17,820 acres.



The Company initially acquired rights to a portion of the present Golden Summit Property when the Company and Fairbanks Exploration Inc. (Fairbanks) entered into an option and joint venture agreement dated December 1, 1992.  This was replaced by agreement dated May 9, 1997 (the "Fairbanks Assignment Agreement") pursuant to which Fairbanks assigned all of its interest in the Golden Summit Property to Free Gold Recovery USA.  Fairbanks retained a 7% working interest and is not required to contribute further until commercial production is achieved.  The Company will fund this 7% working interest until the date commercial production is achieved at which point Fairbanks will be required to contribute 7% of any approved budget.



The Company now owns, subject to underlying lease agreements, a 100% interest in the Golden Summit Property. Some of the property is subject to Fairbanks 7% working interest (held in trust by the Company pursuant to the terms set out in (c) below and on which Fairbanks has granted the Company a power of attorney to manage all matters of such interest) and a 2% net smelter royalty in favor of Fairbanks.  See "Underlying Leases of the Golden Summit Property."  In consideration of the assignment of the Fairbanks Assignment Agreement, the Company agreed to pay and grant to Fairbanks the following:



(a)

100,000 common shares of the Company within 10 days of Exchange approval to the agreement (which approval was granted and which shares have been issued) and subject to a one year restricted period imposed by applicable British Columbia law;



(b)

an aggregate of an additional 500,000 common shares (restricted for one year as required by British Columbia law) of the Company following Exchange approval and issued as to 100,000 shares (a total of five tranches) upon each expenditure of $1,000,000 (to a total of $5,000,000) spent on the Golden Summit Property, subsequent to the Fairbanks Assignment Agreement, by the Company, or any party with whom it has contracted; the first 100,000 shares were issued on February 18, 1998, the second 100,000 shares were issued on February 20, 1999 and the third 100,000 shares were issued on March 1, 2001.  These shares are subject to a one year restricted period imposed by applicable British Columbia law;

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(c)

a seven (7%) percent working interest in the property held in trust by the Company and carried to commercial production on the same terms as the Company may acquire from a major or otherwise carried by the Company as to any costs until commercial production.  Fairbanks grants to the Company a 30 day right of first refusal in the event that it should grant or receive and accept any offer for assignment of any interest in or to such Fairbanks interest; and



(d)

a two (2%) percent net smelter return royalty.



Fairbanks granted the Company a 30 day right of first refusal in the event it should grant or receive and accept any offer for assignment of any interest in or to the net smelter royalty.  Fairbanks also granted the Company an assignable right to purchase the net smelter royalty, exercisable any time after commercial production commences, for a price equal to the net present value of the net smelter royalty, employing a 10% discount calculation, and based upon the mine life and production schedule of the Golden Summit Property calculated in accordance with commercial ore reserves identified and booked at the time of commencement of commercial production, as established by a major mining company with which the Company has contracted, or, if the property is otherwise developed by the Company without a major mining company, then in accordance with the Companys mine development plan. The remainder of the Companys interest in the Golden Summit Property was acquired by separate lease arrangements and by staking.



Newsboy Claims



By agreement dated February 28, 1986, amended March 26, 1996, between Earl Beistline (Beistline) and Fairbanks, the Lessee received the lease of the Newsboy claims for a primary term ending February 28, 2006.  The material terms are an advance minimum royalty per year is $2,500 US to 1996 and thereafter $5,000 US, the Company's option to purchase is the greater of the present worth of the 4% royalty (calculated at 15% interest) or $1,000,000 US (calculated in constant 1985 dollars), less all advance royalty payments; and Lessee has the right to assign lease interests, subject to Beistlines 30 day right to reasonably disapprove of such assignment.  In December 2002, the Company received notification that Earl Beistline had transferred his interest to William C. Beistline.



Keystone Claims



By agreement dated May 15, 2000 and amended November 30, 2001 between Keystone Mines Partnership (Keystone), Fairbanks, Freegold Recovery Inc. USA and the Company (collectively, the Lessees), Keystone leased to the Lessees the Keystone claims (referred to in the below David D. Adams report on the Golden Summit project as the Cleary claims) for a primary term of 20 years. The agreement provides for consideration of annual August 15 and November 15 advance minimum payments as set out in the schedule below, the initial term of the lease shall be from January 1st, 2000 to December 31, 2019.  A signing bonus was of $50,000 US was paid on October 1, 2000.  The Company may terminate the Lease at any time prior to December 31, 2006 by giving timely notice to the Vendors.



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Advance royalties shall be paid in U.S. funds until the commencement of production. As per the schedule set out in the amended Agreement.



Year

August 1st

November 1st

2000-2003

$25,000

(paid each year)

$25,000

(paid each year)

2004-2006

$25,000

$25,000



2007-2019

$75,000

$75,000





The Lessee shall have pay to the Lessor a production royalty of 3% of NSR. Up to one half of the production royalties due to the Lessor each year may be paid by crediting advance royalties paid until the Lessee shall have recouped all of the advance royalties paid. .  Freegold may elect to pay not more than one-half of the interest accrued and payable in shares of stock.  The stock shall be valued at the 60-day trading average immediately preceding the date of payment.



During exploration and before commencement of production. Lessee shall perform a minimum of amount of work on the Property in an amount of not less than $50,000 in each of the calendar years 2000 through 2006. Work perfomed under this commitment may be qualified and claimed as assessment work. In the event that the Company fails to fufill the work commitment in whole or in part in any calendar year in which it is required the Company shall pay to Keystone in cash the difference between the value of the work and $50,000. In November of 2001, the Company and Keystone renegotiated the terms of the lease.  The advance royalty payment can be made by cash, shares or their combination.  The form of the payment will be negotiated each April.   Keystone also agreed to waive the annual work commitment of $50,000 for any year in which the price of gold is below $300 an ounce for the last three months of the calendar year.  In addition the Company shall have until March 31st, of each year to determine whether it will continue with the lease.



Yeager Claims



Pursuant to an Agreement dated July 9th, 2002, Freegold entered into an agreement with Anglo Alaska Gold Corp. whereby it may earn a 100% interest in the 113 claim (13,020 acre) Yeager property by making cash payments totaling $225,000 over 7 years, by issuing 900,000 shares of Freegold stock over 3 years and by issuing an additional 500,000 shares once Freegold has expended over $1,000,000 in exploration expenditures.



Pursuant to an amendment dated March 31st the cash payments were reduced to US $185,000 payable over seven years.



On January 23rd, 2004, Freegold entered into an Option/Joint Venture Agreement with Meridian Minerals Corp. Under the Agreement the Golden Summit Project was divided into 4 project areas, Areas A, B, C and D.  Meridian may earn up to a 70% interest in areas A and B by putting the project into Commercial Production.  Meridian may earn an initial 50% interest by completing US $5 million in exploration expenditures over 4 years, making cash payments of US $390,000 over 4 years and investing up to $300,000 in private placements in Freegold. In order to earn a 60% interest Meridian must complete an Independent Bankable Feasibility Study. In the event the Independent Bankable Feasibility Study identifies an economic resource in excess of 500,000 ounces gold, Meridian will pay to Freegold $1.00 per every economic ounce identified above the 500,000 ounces.  Meridian upon placing the project into Commercial Production may earn a 70% interest.  Meridian has also agreed to conduct an airborne geophysical survey over Areas A, B and C, in exchange Meridian has been granted a one year first right of refusal on Area C. Exploration expenditures for 2004 are guaranteed and total US $650,000. Freegold is the Operator until 2006.

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The following information was excerpted from a Report prepared by Avalon Development Inc. February 10, 2004.



Property Location



The following italicized text was excerpted from a 43-101 Report prepared by Avalon Development Corporation entitled Executive Summary Report for the Golden Summit Project, Fairbanks Mining District, Alaska, dated February 10th, 2004 filed on SEDAR.



[f20freegold001.jpg]





Property Description and Location



The Golden Summit project is located approximately 20 road miles north of Fairbanks, Alaska. The Golden Summit project consists of 14 patented Federal lode claims, 72 unpatented Federal lode claims and 190 State of Alaska mining claims covering approximately 17,820 acres. The claims are registered under various owners and claim names .  Mineral rights in this part of Alaska are administered by the State of Alaska (State claims) and the U.S. Bureau of Land Management (federal claims).  Annual rents vary according to type of claim, claim size and age and are due and payable by August 31 of each year for unpatented federal mining claims and by November 30 of each year for State mining claims.  Total 2003-2004 rents due for federal claims total $7,200 while rentals due on State claims total $15,640.  Claim rentals are paid in lieu of annual labor for unpatented federal claims while annual work commitment on State mining claims total $2.50 per acre per year. Amounts spent in excess of these levels

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are bankable on State mining claims for up to four years into the future.  All claims on the Golden Summit project currently are in good standing. The land on which the project is situated is zoned as Mineral Land by the Fairbanks North Star Borough, giving mineral development activities first priority use.  There currently are no unusual social, political or environmental encumbrances to mining on the project.  Two open pit gold mines currently operate within 5 miles of the Golden Summit project, Fort Knox and True North, both operated by Kinross Gold. Other than the 14 patented mining claims (fee simple lands) the claims of the Golden Summit project have not been surveyed by a registered land or mineral surveyor and there is no State or federal law or regulation requiring such surveying.  Survey plats for all patented mining claims are open to public inspection at the Bureau of Land Management. Freegold currently holds a valid Hardrock Exploration Permit on the project.  Additional permits for future work will be acquired from the U.S. Bureau of Land Management and Alaska Department of Natural Resources on an as-needed basis.



Freegold acquired the right to earn a majority interest in a portion of the Golden Summit project in 1991 by entering into an option and joint venture agreement with Fairbanks-based Fairbanks Exploration Inc.  By early 1997 Freegold had earned its interest and renegotiated the existing contract such that Freegold was left with a 93% interest in the property and had management control over the remaining 7% interest which was retained by Fairbanks Exploration.  More recently Freegold entered into an agreement with Anglo Alaska Gold Corp. whereby it may earn a 100% interest in the 113 claim (13,020 acre) Yeager property by making cash payments totaling $225,000 over 7 years, by issuing 900,000 shares of Freegold stock over 3 years and by issuing an additional 500,000 shares once Freegold has expended over $1,000,000 in exploration expenditures.  All underlying leases held by Freegold currently are in good standing.



On January 23rd, 2004, Freegold entered into an Option/Joint Venture Agreement with Meridian Minerals Corp. Under the Agreement the Golden Summit Project was divided into 4 project areas, Areas A, B, C and D.  Meridian may earn up to a 70% interest in areas A and B by putting the project into Commercial Production.  Meridian may earn an initial 50% interest by completing US $5 million in exploration expenditures over 4 years, making cash payments of US $390,000 over 4 years and investing up to $300,000 in private placements in Freegold. In order to earn a 60% interest Meridian must complete an Independent Bankable Feasibility Study. In the event the Independent Bankable Feasibility Study identifies an economic resource in excess of 500,000 ounces gold, Meridian will pay to Freegold $1.00 per every economic ounce identified above the 500,000 ounces.  Meridian upon placing the project into Commercial Production may earn a 70% interest.  Meridian has also agreed to conduct an airborne geophysical survey over Areas A, B and C, in exchange Meridian has been granted a one year first right of refusal on Area C. Exploration expenditures for 2004 are guaranteed and total US $650,000. Freegold is the Operator until 2006.



Accessibility, Climate, Local Resources, Infrastructure and Physiography



The paved Steese Highway transects the Golden Summit property and is connected to state and privately maintained gravel roads allowing easy access to most areas of the property on a year-round basis.  A high voltage electrical power line, land telephone lines, and a cellular phone net service the property.  The greater Fairbanks area supports a population of approximately 75,000 and has excellent labor and services infrastructure, including rail and international airport access.  Exploration and development costs in the Fairbanks area are at or below those common in the western United States.



Elevations on the property range from 1,000 feet to over 2,200 feet.  Topography in the area is dominated by low rounded hills dissected by relatively steep walled valleys.  Outcrops are scarce except in man-made exposures.  Vegetation consists of a tundra mat that supports subarctic vegetation (alder, willow, black spruce, aspen and birch).  A variably thick layer of aeolian silt covers most of the property.  Permafrost is limited to small discontinuous lenses on steep, poorly drained north-facing slopes and has posed no hindrance to past development.  The climate in this portion of Alaska is dominated by 6 to 8

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months of sub-freezing temperatures in winter followed by 4 to 6 months of warm summer weather.  Average annual precipitation is 13 inches, mostly as snowfall.



Mining operations can be conducted on a year-round basis and heap leach technology has been profitably employed at two locations in the district since 1985.  Kinross Golds Fort Knox gold mine, located 5 miles south of the project has produced about 2.5 million ounces of gold and operated year-around since entering commercial production in 1997.  The 1.3 million ounce True North gold deposit, also operated by Kinross Gold, is located 5 miles west of the Golden Summit project and achieved commercial production in early April 2001. Combined these two operations produced approximately 400,000 ounces of gold in 2003 at a cash cost of $250 per ounce (Kinross Gold, 2003).



History



Placer or lode gold mining has occurred almost continuously in the Golden Summit project area since gold was discovered in the district in 1902.  Over 9.5 million ounces of placer gold have been recovered from the Fairbanks Mining District, of which 6.75 million ounces have been recovered from streams which drain the Golden Summit project (Freeman, 1992e).  In addition, over 506,000 ounces of lode gold were recovered from past producing mines on the Golden Summit project (Freeman and others, 1996).  More than 80 lode gold occurrences have been documented in the project area.  Recent exploration discoveries in the Tintina Gold Belt have underscored the potential for bulk tonnage and high-grade deposits, both of which are known to exist in the Golden Summit project area (McCoy and others, 1997; Flanigan and others, 2000).



Freegold acquired an interest in the Golden Summit project in mid-1991 and since then has conducted extensive mapping, soil sampling, trenching, rock sampling, core and reverse circulation drilling and geophysical surveys on the project (Freeman, 1991; Galey and others, 1993; Freeman and others, 1996; Freeman and others, 1998, Freeman, 2003). Over 16,000 feet of trenching have been completed along with 69,722 feet of core and reverse circulation drilling in 175 holes. A total of 7,729 soil sampleshave been collected.  A totalof 7,122 man-days of work have been completed during 9 separate work programs.  Total expenditures during that period amount to $6.4 million.



Geological Setting



Bedrock geology of the Fairbanks Mining District is dominated by a N60-80E trending lithologic and structural trend covering a 30-mile by 15-mile area (Robinson and others, 1990; Newberry and others, 1996).  The Golden Summit project is situated in lower to middle Paleozoic metavolcanic and metasedimentary rocks of the Cleary sequence and Fairbanks Schist adjacent to a northwest trending thrust fault known as the Chatanika thrust (Figure 3).  Rocks of the Fairbanks Schist and Cleary Sequences are exposed in the Cleary antiform, the northern of two northeast trending antiformal belts which form distinctive marker horizons in the mineralized portions of the district.Lithologies within the Cleary Sequence include quartzite, massive to finely laminated mafic to intermediate flows and tuffs, calc-schist, black chloritic quartzite, quartz-sericite schist of hydrothermal origin and impure marble.  Lithologies in the Fairbanks Schist include quartz muscovite schist, micaceous quartzite and biotite quartz mica schist.  These lithologies have been metamorphosed to the lower amphibolite facies.



Rocks of the Fairbanks Schist and Cleary Sequence have been over thrust from the northeast by eclogite to amphibolite facies rocks of the Chatanika terrane (Newberry and others, 1996; Figure 3).  The Chatanika terrane consists of quartz muscovite schist, carbonaceous quartzite, impure marble, garnet feldspar muscovite schist, and garnet-pyroxene eclogite that have yielded Ordovician Ar40/Ar39 age dates. Motion on the Chatanika thrust fault has been dated at approximately 130 million years (Douglas, 1997) and resulted in structural preparation of favorable host units in the Chatanika terrane and adjacent lower plate rocks.

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Intrusives in the Fairbanks district have yielded Ar 40/39 and K-Ar dates of 85-95 million years (Freeman and others, 1996).  These intrusives range in composition from diorite to granite and possess elevated Rb/Sr ratios indicative of significant crustal contribution to subduction generated magmas.  Several granodiorite to aplite intrusive bodies are present in the Golden Summit project area.  The presence of hypabyssal intrusives and sporadic Au-W skarn mineralization in the Golden Summit project area suggests the area may be underlain by more extensive intrusive bodies similar to those on Pedro Dome and Gilmore Dome (Freeman and others, 1998).  This conclusion is supported by airborne geophysical surveys (DGGS, 1995).  Mineralization within the Pedro Dome, Gilmore Dome and Dolphin intrusive complexes suggests plutonic rocks pre-date mineralization.



Rocks on the Golden Summit project are folded about earlier northwest and northeast trending isoclinal recumbent fold axes followed by an open folded N60-80E trending system (Hall, 1985).  Upper plate rocks of the Chatanika terrane have been affected by more intense northwest and northeast trending isoclinal and recumbent folding followed by folding along the same N60-80E trending axis which affected lower plate rocks.  Lithologic packages in both the upper and lower plates are cut by steeply dipping, high angle northwest and northeast trending shear zones, some of which are mineralized (Figure 3).  Airborne magnetic data in this part of the Fairbanks District indicate the presence of district scale east-west and northeast trending structures which appear to post-date N60-80E folding (DGGS, 1995).  Gold mineralization on the Golden Summit project post-dates regional and district scale folding and is contemporaneous with or slightly younger than district-scale northeast trending structures and plutonic activity.



Exploration



Cleary Hill Mine:In 1996 Freegold conducted its first drilling directed specifically at high grade shear-hosted quartz vein mineralization.  Its initial drilling target was the Cleary Hill mine, the largest historic lode gold producer in the Fairbanks Mining District with estimated production of 281,000 ounces at 1.3 opt ( Freeman and others, 1996).  The mine last operated in 1942 at which point it was shut down by the War Powers Act while still mining what was then considered ore grade mineralization (Beyers, 1957). Attempts to reopen the mine in 1946 were thwarted by lack of working capital, manpower and equipment, not lack of mineable reserves (Freeman, 1992). The Cleary Hill mine is hosted in interbedded mafic volcanics, quartzites and quartz muscovite schists on the north flank of the Cleary antiform (Freeman and other, 1996; Freeman and others, 1998).  The majority of the past production was derived from the Cleary Hill vein which strikes N70-80W and dips 45 to 70 degrees to the south .  The dip of the vein varies according to the bedrock host with steeper dips in more competent rock units and shallower dips in less competent rock units.  Production from the mine took place over six levels (approx. 400 vertical feet) and consisted of quartz vein-hosted coarse free gold with trace arsenopyrite, pyrite, boulangerite and tetrahedrite.  Higher grade intervals in the mine (+100 to 5,000 opt) commonly are associated with acicular needles and felted masses of boulangerite and jamesonite hosted in white to gray quartz veins ranging in thickness from 1 to 5 feet.  Average thickness of the Cleary Hill high-grade vein was less than 3 feet.



Soil auger sampling over the Cleary Hill area defined an extremely high-grade gold and gold pathfinder anomaly extending the length of the grid.  Values as high as 2,750 ppb gold were detected in soils.  Shadow imagery of soil data confirmed the presence of the N60E trending Dolphin shear zone cutting through the Cleary Hill area. This district-scale feature hosts the 600,000-ounce Dolphin deposit which crops out approximately 1,500 feet southwest of the Cleary Hill mine area.  The N70W trending Cleary Hill vein is one of several veins along what is locally known as the Anna  Mary shear and suggests the widespread mineralization at Cleary Hill may be controlled by the intersection of the Dolphin and Anna Mary shear zones within favorable host rocks of the mixed lower-upper plate unit.



In February 2002 Freegold completed approximately 4.5 line kilometers of capacitive coupled resistivity and very low frequency electromagnetic (VLF-EM) geophysical surveys in the Cleary Hill mine area

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(Figure 6).  These surveys were designed to better define the structures which host high-grade gold mineralization intersected in drilling conducted by the company in 1996 through 2000.  Known veins and shear zones covered by the capacitive coupled resistivity survey returned resistivity highs suggesting this geophysical tool may be useful in locating high grade structures elsewhere on the project.



In August and September 2002, Freegold completed approximately 1,219 feet of backhoe trenching in 6 trenches in the Cleary Hill mine area   A total of 292 chip channel and grab samples were collected.  Trenches 1, 2 and 3 were sited on conductive zones outlined by ground geophysics.  Trenches 4, 5 and 6 were sited on drilling, the 1939 drift maps and resistivity highs identified by 2002 ground geophysics. In general, bedrock consisted of highly oxidized quartzite, quartz mica schist, chlorite schist and local actinolite schist cut by quartz, quartz-carbonate and quartz-carbonate-sulfide veins ranging from a few centimeters to 50 centimeters in thickness.  Metamorphic foliation dips gently (25-30 degrees) to the northwest and strikes to the northeast parallel to regional folding.  Small-scale high angle faulting, on the order of 1 to 10 feet, was observed in the trenches.  Gold mineralization is associated with high angle east-west striking quartz, carbonate or sulfide bearing veins and with shear zones where quartz volume is relatively low.  Low angle north dipping quartz veins normally are of metamorphic origin and are barren.



Anomalous gold mineralization in trenches is associated with elevated arsenic and with sporadic anomalous silver, lead, bismuth, antimony and tungsten.  Despite gold values in excess of 428,000 ppb, arsenic values are seldom in excess of 1,000 ppb.  All of the trenches bottomed in highly oxidized material which may explain the low trace metal values obtained from the trenches. Table 3 is a summary of the more significant gold values in the trenches.  Grab samples of quartz vein material in the trenches returned values up to 428 gpt (12.5 opt) gold while channel sample values ranged up to 10 feet grading 4.29 gpt (0.125 opt) and 29 feet grading 1.16 gpt (0.034 opt). Trenches 4, 5 and 6 in fact constitute a single continuous trench over a distance of 604 feet.  These trenches are located directly above the 1939 drift and the surface trace of the Currey zone discovery core hole (CHD00-1).  The composite grade of this 604 foot interval is 457 ppb or nearly 0.5 gpt.  It is clear from this observation that the country rock is highly mineralized as are the quartz veins which cut the country rock.



Most of the mineralized structures mapped in the trenches trend N60-80W and dip steeply south   These structures range from quartz veins with no apparent wall rock alteration or shearing to FeOx stained schist-hosted breccia and shear zones containing 1-20% crushed quartz in pods and veinlets.  Based on the drill intercept in hole CHD00-1 and the A vein as noted on the 1939 underground map, the Currey zone projects to the surface approximately 220 feet north of the collar of hole CHD00-1.  This area of trench 6 could not be not sampled because bedrock could not be reached by the 15 foot depth limit of the backhoe used in the trenching program.  It is likely that the highly brecciated, sulfide-bearing hydrothermal breccia in the Currey zone weathered recessively and was therefore not within reach of the backhoe used to excavate the trenches.  The probably extension of this zone in Trench 1 to the southeast was also beyond the reach of the backhoe.  Grab samples of rock from the overburden above the projection of the Currey zone in both these trenches returned values up to 3.59 gpt (0.105 opt) in trench 1 and 4.88 gpt (0.142 opt) in trench 6.  These values are similar to the 4.9 gpt average returned from the Currey zone in hole CHD00-1.



Table 3: 2002 Trench assays from Currey zone, Golden Summit Project.

TrenchFrom (feet)To (feet)Interval (feet)Au (ppb)Au (opt)CU0201515101,3200.039CU0203110120105,7050.166CU0203275300251,6250.047CU020335035558,3700.244CU0204160170104,2900.125


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CU020570105351,0390.030CU020521021556,6300.193CU0205240245511,5540.337CU020527027552,1400.062CU0206120130101,3780.040CU0206157186291,1650.034CU0201N/AN/AGrab3,2000.093CU0201N/AN/AGrab2,6800.078CU0201N/AN/AGrab9,2570.270CU0201N/AN/AGrab3,5900.105CU0202N/AN/AGrab1,2350.036CU0203N/AN/AGrab1,2150.035CU0203N/AN/AGrab4,6200.135CU0203N/AN/AGrab428,46812.497CU0203N/AN/AGrab109,1313.183CU0203N/AN/AGrab99,2572.895CU0203N/AN/AGrab45,7711.335CU0203N/AN/AGrab88100.257CU0203N/AN/AGrab13,7490.401CU0203N/AN/AGrab46200.135CU0203N/AN/AGrab43600.127CU0203N/AN/AGrab190,4235.554CU0205N/AN/AGrab1,7000.050CU0205N/AN/AGrab31,6460.923CU0205N/AN/AGrab211,4426.167CU0206N/AN/AGrab4,8800.142




The 35 foot thick zone grading 1.039 gpt gold (0.030 opt) from 70 to 105 feet in trench 5 is a new shear zone previously unrecognized at the surface (Table 3).  This zone is central to a wider, lower grade envelope stretching from 50 to 130 feet which grades 0.726 gpt (0.021 opt).  This same low grade shear zone may be correlative with mineralization in hole CHD00-1 from 288 to 520 (average grade 356 ppb).  However, given the large number of veins known to exist within the trench and from the 1939 drift mapping, correlations between surface trenching and the drill hole are speculative at best. The surface trace of the Wackwitz vein plots very near a thin but high grade shear zone at 240 to 245 feet in trench 5.  This interval returned a chip channel sample value of 11.5 gpt (0.337 opt) from a quartz vein in sericitized quartzite and chloritic schist.  A grab sample of vein material from this shear returned 31.6 gpt (0.923 opt).  Unlike most other veins in the trenching, there is very little mineralization (200-400 ppb) in the wall rock adjacent to the Wackwitz vein.



A previously unrecognized shear zone was encountered in trench 5 approximately 25 feet south of the Wackwitz vein.  A 5 foot chip channel sample from iron oxide-stained black quartzite at 210 to 215 feet averaged 6.63 gpt (0.193 opt).  A grab sample from this same zone returned a value of 211.4 gpt (6.167 opt). This shear zone may have been intercepted in the 1939 drift however it currently is not possible to make a correlation with a specific shear zone in the underground workings. The Colorado vein probably was exposed at 160 to 170 feet in the north end of trench 4.  This interval returned 4.2 gpt gold (0.125 opt) from iron oxide stained quartzite and quartz muscovite schist.  Mineralization adjacent to this zone was relatively low grade (100 to 200 ppb).

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Trench 3 was the farthest east trench excavated in the program and returned two zones of significant gold mineralization.  A 10 foot interval from 110 to 120 returned 5.7 gpt (0.166 opt) from quartz chlorite schist containing quartz veining while the interval from 275 to 300 (north end of original trench) returned 25 feet grading 1.6 gpt (0.047 opt) from similar chloritic schists.  Neither of these two zones were known from previous surface or underground work and their relationship to mineralization exposed over 400 feet to the west in trenches 4, 5 and 6 is uncertain at present.



Prior to reclamation activities, the northern end of trench 3 (farthest east trench) was extended to determine the extent of sporadic gold mineralization (to 3.1 gpt) near its northern end.  This extension exposed additional mineralization including an 18 inch thick quartz vein which contained coarse visible gold with grab sample assays grading up to 428 gpt (12.5 opt).  Gold is hosted in leaf form at the core of a banded gray and white polyphase quartz vein suggesting multiple phases of quartz injection along the controlling structure.  Metallic screen analysis indicated that standard 150 mesh fire assay results are nearly identical to weighted average metallic screen assay results suggesting nugget effect is not present to any significant degree.  A plot of the location of this high grade vein suggests it could be the eastern extension of the Wackwitz vein which was exposed approximately 400 feet to the west in trench 5 where the shear hosting the vein returned 5 feet grading 11.5 gpt (0.337 opt). Mineralization associated with this new vein discovery is open in all directions.





Newsboy Mine:Similar to the Cleary Hill vein swarm, the Newsboy mine area is located along the Dolphin trend, a district scale northeast trending structure which passes through and may control mineralization at the Dolphin deposit and in the Cleary Hill mine area (Figure 5).  The Newsboy mine was the fourth-largest historic lode gold producer in the Fairbanks district. . It produced approximately 35,000 ounces of gold at an average grade of 1.0 opt prior to World War II and has not mined since that time.  The only significant exploration conducted at the Newsboy mine was a single core hole completed by Freegold in 1995.  This hole intercepted 20 feet grading 0.066 opt gold (2.27 gpt) from 180 to 200 feet but the projected Newsboy shear at 622 to 683 feet was weakly mineralized (< 100 ppb).  In 1998 Freegold completed a diamond core hole (CKR9801) approximately 900 feet to the west in the Newsboy shaft (Freeman and others, 1998).  This hole was cited on a 400 ppb gold in soil anomaly and intercepted 10 feet grading 0.096 opt gold from 5 to 15 feet and 10 feet grading 0.064 opt gold from 80 to 90 feet.  The relationship between this mineralization and similar low-grade disseminated mineralization exposed at the collar of the now-caved Newsboy shaft is unknown.



The Newsboy mine was accessed by a shaft that extended to the 350 foot level. The Newsboy Extension, Robinson, RV, Mother Lode, Sunrise and Hidden Treasure prospects appear to be distinct vein but may be part of a larger northeast-trending vein swarm. The Newsboy vein has a strike of 040 and a dip of 70 to 80o northwest.  Newsboy mineralization is hosted by white quartz veins and stockworks ranging in width from 2 to 14 feet and averaging about 4 to 5 feet in width in the upper 200 feet of workings (Freeman, 1992).  Gold occurs over 2,640 feet of strike and is associated with minor stibnite and pyrite with trace chalcopyrite, arsenopyrite and sphalerite.  Quartz makes up a small proportion of the mined ore and is normally welded to the enclosing schist.  In this respect the Newsboy vein sounds similar in morphology to the Currey zone and suggests the Newsboy vein may have a similar genesis.  The style or mineralization at the Newsboy also is similar to that at the Tolovana mine and has lead some to speculate that the two veins, some 3,500 feet apart, are in fact parts of the same northeast-trending shear zone.  There is virtually no information available from past exploration or production to either refute or support this possibility.



Saddle Zone:This prospect, drilled by IMC and BP, contains a number of distinct high-grade veins, including the McCarty (Chatham), American Eagle (Kawalita-Christina), Henry Ford, Pioneer, Pennsylvania and Ebberts veins (Figure 10). The American Eagle mine produced approximately 60,000 ounces of gold at an average grade of 1.6 opt prior to 1942.  Lesser high grade vein production came

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from the McCarty  Chatham, Pioneer, Pennsylvania and Ebberts veins.  In the late 1960s IMC recognized the bulk tonnage potential of pervasive quartz  sericite - sulfide alteration in wall rocks adjacent to these veins and conducted limited exploration to determine its viability.  Resources were estimated but the coarse nature of the drilling renders the data useful only from a qualitative standpoint (Pilkington, 1970).



Similar to the Cleary Hill vein swarm, the Saddle zone is located at the intersection of a district scale northeast trending structure and a swarm of northwest trending high-grade gold quartz veins.  Mineralization is hosted by both northeast-trending gold-silver-sulfosalt-bearing veins such as the Henry Ford vein and later northwest-trending gold-silver-arsenic-bearing veins such as the McCarty, American Eagle, Pioneer, and Pennsylvania veins.  These veins are hosted by flat-lying quartz sericite altered schists of the Fairbanks Schist.  The host rocks on the Saddle prospect do not appear to exert any discernible chemical influence on the geometry or grade of mineralization however, rock competency may strongly influence the geometry and/or grade of mineralization.  Sulfide minerals have been oxidized to depths ranging from 115 to 310 feet below surface.  Below the oxide zone, arsenopyrite, pyrite, stibnite, native gold, boulangerite and jamesonite have been identified.  Drilling by previous investigators has intercepted 6 separate shear zones over a strike length of 1,800 feet and a combined width (perpendicular to strike) of 1,500 feet (Freeman, 1991). Trenching suggests the total strike of the Saddle zone is at least 3,500 feet with a maximum width of 2,500 feet.  Mineralization has been encountered in drilling and trenching over a vertical distance of 650 feet.  Mineralization remains open in all directions.  Freegold recently acquired and scanned a large number of stope maps, plan maps and cross-sections from the American Eagle and McCarty mines.  These records were generated by the FE Company between 1938 and 1952 and were donated to Freegold by John Reeves, owner of the old FE Company records.  Like the historic Cleary Hill mine records, the American Eagle and McCarty records could prove valuable in guiding exploration in the Saddle zone.



Hi Yu Mine:The Hi Yu mine area is located at the intersection of a district scale northeast trending structure and a swarm of northwest trending high-grade gold quartz veins (Figure 10).  The Hi Yu mine was mined from adits on four levels over a strike length of approximately 3,400 feet between 1914 and 1942. It produced approximately 110,000 ounces of gold at an average grade of 1.6 opt, second only to the Cleary Hill Mine in the Fairbanks District (Freeman and others, 1996). While recent exploration has proven that disseminated gold mineralization is present in wall rocks adjacent to other high grade veins in the area, the Hi Yu mine workings were noted for having gold values in the wall rocks adjacent to the productive veins, a characteristic not mentioned in pre-World War II literature on any other mine in the Golden Summit area.  Waste dumps from the mine contain abundant quartz  sericite  arsenopyrite alteration, supporting this observation.  Placid Oil conducted a limited diamond drilling program in the area in 1984 and 1985 but apparently targeted drilling at higher mine levels where they encountered stopes not previously known to exist (Freeman, 1992).  No attempt was made to determine the grade and extent of low-grade gold mineralization in the country rock around the veins.  In 1998 Freegold drilling intersected 55 feet of 0.028 opt Au and 0.843 opt Ag starting at 90 feet below surface hole IAR9803 (Freeman and other, 1998).  The hole was located near the Rob Roy mine and displays gold:silver ratios similar to the Hi Yu vein.  The Rob Roy prospect probably is controlled by the same northwest trending shears that control mineralization at the Hi-Yu mine.  The Nars-Anderson prospect is also thought to be the strike extension of the Hi-Yu vein, increasing the total strike length of the Hi Yu vein system to over 6,000 feet. The Basham Adit, driven on a sub-parallel vein to the north, returned grab rock sample assays up to 139 ppm Au and may also be considered part of the Hi Yu vein system, bringing potential strike length of the system to 10,000 feet.



High Grade Underground Targets:With the exception of drilling and underground exploration done by Placid Oil Co from 1978-95 on the Christina Kawalita vein and limited drilling done by Freegold at Cleary Hill in 1996-98, there has been virtually no exploration targeted specifically at high-grade underground targets at Golden Summit.  Over 80 such high-grade gold occurrences are known from the area.  Abundant

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fluid inclusion, isotopic and petrographic data indicate these veins are typical mesothermal quartz veins similar to productive veins in Ontario, Quebec and in the Motherlode District in California.  Mesothermal veins such as those exposed at Golden Summit are known to extend to productive depths in excess of 5,000 feet.  There has been no concerted deep-exploration drilling done in the Golden Summit area and only a half-dozen holes reach depths of 1,000 feet.  The potential for minable quantities of high-grade gold in quartz veins and shear zones is considered excellent and may in fact contain resources in excess of district surface-minable ounces.  A detailed compilation and re-evaluation of the high-grade veins is warranted.



The majority of the work on the property was carried out under the supervision of Curtis Freeman, of Avalon Development Inc. The geophysical survey was conducted by Peter E. Walcott & Associates Limited. The data obtained in conjunction with all the work performed is considered to be reliable.



Mineralization



Over 63,000 strike feet of mineralized shear zones have been identified within and immediately adjacent to the Golden Summit project (Freeman and others, 1996).  The majority of the mineralized shear zones trend N60-80W and dip steeply to the southwest.  However, the western end of the project area contains predominantly N60-80E trending, steeply north dipping shear zones.  In addition, exploration activities conducted by Freegold have identified previously unrecognized shear zones trending N30-50W and due north-south (Freeman and others, 1998).  These shear zones possess significantly different metal suites than N80W and N60E trending shears.  These shear zone geometries and their distribution may represent sympathetic structures generated by regional scale shear couples related to Tertiary (post 55 Ma) motion of the Tintina and Denali faults (Flanigan and others, 2000).



The major historic lode gold mines of the Golden Summit project derived their production primarily from northwest and northeast trending high angle, low sulfide, gold-polymetallic quartz veins and shear zones which transect lower plate rocks of the Cleary sequence (Pilkington, 1969l; Freeman and others, 1996).  These shear zones are characterized by a metal suite containing free gold with tetrahedrite, jamesonite/boulangerite, arsenopyrite, stibnite and scheelite with minor base metals.  Fluid inclusion data suggest mineralization was associated with high CO2, low salinity fluids at temperatures average 350 oC. Lead and sulfur isotope data, tellurium geochemistry and tourmaline compositions suggest a strong plutonic component to the Golden Summit shear hosted mineralization (McCoy and others, 1997).



Drilling



Drilling completed on the Golden Summit project includes with 69,722 feet of core and reverse circulation drilling in 175 holes.  Drilling was conducted by third-party contractors in 1992, 1994-98, 2000 and 2003 and consisted of both diamond core and down-hole hammer reverse circulation drilling.  All drilling conducted during these programs was managed by Avalon Development and was conducted by local and national drilling contractors.  Reverse circulation samples consisted of one-eighth splits of each 5-foot interval while all core samples were sawed one-half splits of variable length depending on visible geological criteria.  Reclamation and hole plugging have been completed for all of the drilling done on the Golden Summit project between 1992 and 2003.



Cleary Hill



While there has been limited trenching on the surface dating to 1969, there was no surface drilling done at Cleary Hill until Freegold conducted a reverse-circulation drilling program in late 1996 (Freeman and others, 1996).  This drilling returned encouraging results from the down-dip extension of the Rhodes  Hall ore chute.  Drilling indicated at least two vein systems contained +0.5 opt gold over narrow widths below the old underground workings (Table 1).  Minimal drilling was accomplished in the footwall of the high-grade veins.

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Positive results from the initial drilling lead to limited core drilling at Cleary Hill in 1997 and 1998 (Freeman and others, 1998; Table 1).  Several of these core holes intercepted broad (>100 foot) intervals of low grade gold mineralization averaging >0.02 opt in the footwall of the high-grade veins.  Neither old mine records nor previous drilling had indicated the presence of this type of mineralization at Cleary Hill, perhaps because it was sub-ore grade (<1.0 opt) when the mine was in production.  This new information suggested that the Cleary Hill mine had potential as a bulk tonnage target with zones of lower-grade mineralization cut by multiple high-grade veins that extend to depths well in excess of previous underground mining.



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Table 1: Significant assays from the 1996-1998 Cleary Hill drilling

Holes #From (feet)To (feet)Thickness
(ft)Au Grade
(opt)CHM96-1102352250.025including2560350.106including455050.569CHM96-6375
390390150.203CHM96-7245260150.211including24525050.585CHD97-1606110.268CHD97-1161177160.022CHD97-321321630.985CHD97-3278.1440161.90.025Including317330.213.20.082And34735250.107And365386.821.80.032And425.6437.211.60.035CHD97-4394544.1150.10.037Including477.3481.44.10.471And481.4544.162.70.029CHD980129430063.720CHD98013004011010.038Including310315.35.30.138And32432950.093And33934450.082And36136650.068And39640150.262CHD9801437447100.030CHD9801592632400.064Including59760250.319CHD9801697712150.029Including70270750.046CHD9801747798510.025Including79379850.084CHR9803475540650.020including520530100.055CHR980401301300.012including535300.023CHR9806470540700.015




Following completion of the 1998 drilling, a previously unknown underground drift map was made available to Freegold by a local prospector (Freeman, 2001).  This drift dated to 1939 and extended for over 560 feet south from the hanging wall of the Cleary Hill vein.  The drift map indicated the presence of over 15 high-grade gold-bearing veins in an area of the property where no previous exploration drilling had been conducted  Because both high-grade vein-hosted mineralization and low grade disseminated mineralization had been intersected in the Cleary Hill area it was recommended that one or more north-dipping angle holes be drilled through the area to determine if one or both styles of mineralization were present in areas previously untested by drilling.

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In mid-2000, Freegold completed a single angle hole to test the above possibilities.  Diamond core hole CHD00-1 was collared south of the Wyoming vein (southern-most vein in the area) and was directed due north at 50 degrees inclination (Freeman, 2001;). The hole was terminated at a depth of 1,000 feet.  The drill core was photographed, quick-logged and obviously mineralized and/or altered intervals were split and assayed (Table 2).



Table 2: Geochemical summary, core hole CHD00-1

From
FeetTo
FeetThickness
feetAverage gold
grade (gpt)Average gold
grade (opt)11612593.740.109218282644.900.143Inc. 218225713.720.400And 225265405.070.14834334851.960.05740541051.810.053520522286.122.513699.57055.51.220.035876.3878.62.31.640.047896.4897.412.230.065946.4949.53.12.250.065




Based on data derived from the 1939 drift map, the interval from 218 to 282 feet correlates with a previously unknown shear known now known as the Currey zone (Freeman, 2001; Figure 7).  The Currey zone was intercepted from the footwall in the 1939 drift but was not mined. Given the highly fractured and brecciated nature of the Currey zone in hole CHD00-1 and the fact that the 1939 drift was within the oxide zone in this area, it is possible that the 1939 drift was terminated due to bad ground conditions in the Currey zone.



The strike of the Currey zone in the 1939 drift is N80oE with a 55o south dip (Figure 6).  This strike and dip is consistent with other vein orientations in the Cleary Hill mine area. Based on these data the 64 foot thick drill intercept in hole CHD00-1 has a true width of approximately 63 feet and projects to the surface approximately 220 feet north of the collar of hole CHD00-1 (Figure 6). Old trenches and prospect pits are common in the area but are caved and overgrown with vegetation so they provide no information regarding previous work on the Currey zone.  Available records do not describe anything like the Currey breccia which suggests it was not mined or explored by previous prospectors or mine operators.



Gold mineralization in the Currey zone drill core intercept is marked by strong pervasive poly-phase quartz veining, localized black quartz flooding (possible fine grained sulfides?), pervasive sericite alteration and multiple event brecciation and silicification (Freeman, 2001; Figure 8).  Coarse grained euhedral pyrite is common and is accompanied by extremely fine grained dark gray sulfides or sulfosalts which are normally present in high grade vein deposits in the district.  Open space vugs with dogtooth quartz crystals occur locally.  The interval from 235 feet to 240 feet contains exotic fragments of sericite altered medium grained granodiorite cut by numerous thin (<1 mm) quartz veinlets. This interval grades 6.37 gpt gold, 7,054 ppm arsenic and 221 ppm antimony. Veinlets within the intrusive fragments terminate at the fragment boundary indicating the intrusive was cut by quartz veins and subjected to sericitic alteration prior to being included in the Currey zone breccia. Except for the higher quartz vein volume in the Currey zone intrusive fragments, the intrusive itself looks very similar to the Dolphin intrusive which crops out only 1,500 feet to the southwest (Freeman, 1996a; Freeman, 1996c;.  This is the first time mineralized intrusive has been intercepted in the Cleary Hill area.  Its presence strengthens the

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theory that the Dolphin shear zone is genetically related to gold mineralization in the Cleary Hill mine area.



Anomalous gold values in the Currey zone are associated with highly anomalous arsenic (1,672 to >10,000 ppm) and antimony (89 to >2,000 ppm).  Sporadic anomalous lead (to 219 ppm) and silver (to 6.9 ppm) also occur in the Currey zone.  Metal values in the Currey zone appear to be concentrated toward the upper (hangingwall?) contact beginning at 218 feet.  Gold, silver, arsenic, antimony cadmium, copper and sulfur peak at the upper contact and decrease down-hole toward the lower contact zone at 282 feet.   Neither Bi nor Te is above detection limit in the Currey zone indicating mineralization is distal to an intrusive source.  This observation is in agreement with previous work done on this area of the Golden Summit project (Flanigan and others, 2000).



A correlation matrix analysis conducted on samples from the upper 350 feet of hole CHD00-1 indicate gold is strongly correlative with arsenic (p = 0.83) and silver (p = 0.75) and moderately correlative with antimony (p = 0.69).  Antimony is strongly correlative with silver and moderately correlative with copper suggesting the presence of freibergite (argentiferous tetrahedrite), a common mineral species in the vein and shear deposits in the district.  Unlike most other high grade occurrences in the Golden Summit area, lead is poorly correlated with gold, antimony and arsenic.  Although manganese is not normally a diagnostic pathfinder in the Fairbanks District, this element is strongly depleted in the Currey zone.  The cause of this depletion is unknown but may be related to relative depletion due to silica flooding and veining.  It may also be explained if the host rock which makes up the matrix of the Currey zone breccia is predominantly felsic intrusive rock.  Despite the presence of pervasive sericitic alteration, potassium also is depleted in the Currey zone.  Sodium is depleted in the Currey zone, possibly as a result of plagioclase-destructive alteration.  Unlike other mineralized intervals in hole CHD00-1, sulfur is strongly enriched in the Currey zone lending credence to the conclusion that the mineralization intercepted in the Currey zone constitutes a significant new discovery on the Golden Summit project.



The strike and dip extents of the Currey zone are unknown at present.  The closest drilling to the east of the discovery hole is over 3,000 feet away in the Tamarack drill area (Freeman and others, 1998). There are no drill holes of any kind to the west of the discovery hole although the most likely candidates for an on-strike extension of the Currey zone are the Dolphin deposit (+600,000 oz @ 0.020 opt, Adams, 1996) or Tolovana shear zone, both of which are at least 1,500 feet away. Soil auger sampling conducted in 1995 through 1998 covers only a portion of the strike extent of the Currey zone (Freeman and others, 1996; Freeman and others, 1998).  Additional soil sampling can not be conducted to the west due to the extremely disturbed nature of the area as a result of placer gold mining in Bedrock Creek and widespread stripping and trenching conducted on the Tolovana vein in the mid-1980s. The three prominent gold in soil highs that are present north of the collar of CHD00-1 are aligned approximately N80E and occur approximately 220 feet north of the collar of hole CHD00-1.  They may be a manifestation of the Currey zone at surface but only trenching and drilling will determine if this statement is accurate.



In March 2003 Freegold completed 3 diamond drill holes (1,351.5 feet) to test the multiple veins known to exist between the Cleary Hill and Wyoming veins).  As expected, these holes intercepted several significant grade-thickness intervals which correlate with veins and shear zones encountered in previous drilling and trenching (Table 4).

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Table 4: Significant intercepts from the 2003 core drilling, Cleary Hill area.

Hole #From (Feet)To   (Feet)Thickness (Feet)Au (gpt)Au (opt)CHD2003-0141449.5 (Eoh)408.51.0160.03including87449.5 (Eoh)362.51.1250.033including87425.5388.51.1910.035including124140.516.51.7270.05including124425.5301.51.2760.037including220.5225.559.70.283including220.5333112.51.850.054including317.833315.28.9420.261including317.8425.5107.72.3930.07including396.5425.4264.3560.127CHD 2003-0276.510023.51.0450.03And199.22022.81.310.038And27728691.2670.037And33333521.10.032And364.53683.55.370.157CHD 2003-03134148.514.52.3140.067And225229.54.51.050.031And320.53265.51.950.057and400.5407.571.1970.035




The 2003 drill results confirmed the presence of a vein swarm extending across a north-south distance of 400 meters from the Wyoming mine on the south to the Cleary Hill mine on the north.  Mineralization consists of high grade gold in quartz veins and quartz stockwork zones as well as disseminated gold mineralization hosted in highly sericite altered pelitic schists.  Grades in both the high-grade structures and the disseminated wall rocks are significant both in overall grade and width and are open along strike in both directions and at depth. To date, drilling and surface trenching have identified at least 17 mineralized structures between the Cleary Hill and Wyoming veins.



Drilling results from hole CHD03-01 include 408.5 feet grading 0.030 opt gold (1.016 gpt) and 16.5 feet which averaged 0.050 opt gold (1.727 gpt, Table 4).  This latter interval is correlated with the trace of the Curreyzone approximately 115 feet up-dip from the original discovery intercept in hole CHD00-1 (Table 2).  Using these two intercepts, the Currey zone has an apparent dip of approximately 70 degrees to the south.  Mineralization in the Currey zone in hole CHD03-01 consists of brecciated quartz mica schist, quartz sericite schist, igneous breccia and fault gouge.  Alteration consists of pervasive strong sericite replacing the country rock and 1 to 10% quartz and/or quartz-carbonate veins.  Similar mineralized metamorphic and igneous breccias were recognized from the Currey zone in hole CHD00-01.



Hole CHD03-1 also intercepted two previously unknown high grade zones hosted in quartz-sericite altered schist containing pervasive silica flooding and secondary quartz-carbonate veins.  The upper interval, believed to be the down-dip extension of the Wackwitz vein, returned 15.2 feet grading 0.261 opt gold (8.942 gpt, Figure 7). The Wackwitz shear zone was intercepted in surface trenching and returned grab sample values up to 12.497 opt gold (428.4 gpt) and 0.923 opt gold (31.6 gpt, Table 3).

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The lower interval, correlative with the Wyoming vein, returned 26 feet grading 0.127 opt gold (4.356 gpt, Table 4, Figure 7).  The lower intercept correlates with a high grade vein intercepted in hole CHD00-01 (Table 2) which returned 2.513 opt gold (86.12 gpt) and surface trench channel samples which returned 10 feet grading 0.125 opt gold (4.29 gpt, Table 3).



The vein swarm mineralization outlined by recent trenching and drilling is open to expansion at depth and for at least 300 meters in both strike directions.  Structures have shown good continuity of mineralization down dip.  While structural continuity is apparent, continuity of grade is less obvious and may be controlled by lithologic features, low angle structures and/or by higher grade shoots which rake 45 degrees northwest along the plane of the vein or shear.  Similar shoot geometries have been documented in the Cleary Hill mine underground workings (Freeman, 1992).  Additional drilling along strike will be required to determine the periodicity and size of these mineralized shoots.



Several other areas of the Golden Summit project possess potential for combined high grade and low grade mineralization in vein swarm settings similar to that discovered in the Cleary Hill mine area.  These veins swarms include the Newsboy mine area, the Saddle zone area and the Hi Yu mine area .



Sampling and Analysis



During the period 1992 to 2003, analytical work was completed by ALS Chemex Labs and Bondar Clegg Ltd. at their facilities in Vancouver, B.C. Duplicate samples were inserted on a one for ten basis beginning in 1996.  Blanks and standards were used in 1997-1998 while blanks were inserted on a 1 for 25 basis in 2000, 2002 and 2003.  During all programs, Avalon Development collected, logged and retained the samples collected in the field until turned over to a commercial laboratory representative.  Selected sample pulps were reanalyzed by metallic screen methods to quantify nugget effect in high-grade samples or where visible gold was noted during sampling.



Security of Samples



All samples collected on the Golden Summit project were retained at Avalons secure warehouse facility in Fairbanks until picked up by representatives ALS Chemex or Bondar Clegg.  Sample preparation was completed by ALS Chemex or Bondar Clegg in their preparation laboratories in Anchorage and/or Fairbanks. Sample preparations procedures varied over time and between the two laboratories however, analytical work consisted of gold by fire assay plus a variable multi-element suite analyzed by inductively coupled plasma emission spectroscopy (ICP) methods.  Prior to 2001 all ICP samples were prepared using two acid digestion procedures.  Sampling conducted in 2001 through 2003 used four acid digestion procedures. Sample pulps for all samples collected since 1996 have been retained at Avalon Developments Fairbanks warehouse facility



Mineral Resource and Mineral Reserve Estimates



There are no mineral resources or mineral reserves on the Golden Summit project.



Exploration and Development



Based on preliminary field, laboratory and literature studies completed to date, the following recommendations for future work are warranted:



1.

Airborne Geophysics:Data from coarsely spaced lines completed by DGGS (1995) indicate a strong correlation between known gold-bearing prospects and metamorphic rocks containing variably high magnetic susceptibilities.  Better definition of these metamorphic

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rocks should help guide future drilling of high-grade gold targets.  In addition, low-iron, I-type intrusives such as that which host gold mineralization at Fort Knox, Ryan Lode and Dolphin, returned flat or slightly low magnetic responses in the DGGS data and also should be better defined to determine the location and possible extent of intrusive-hosted gold mineralization on the project.  The area covering the property is approximately 12 kilometers north-south by 22 kilometers east-west.  North  south lines spaced 200 meters apart should be flown over the entire property at a bird altitude of approximately 120 meters above ground.  Total coverage is approximately 1,320 line-kilometers and the estimated cost of this program is $40,000.

2.

Ground Geophysics:Resistivity data collected in 2002 proved useful in targeting shear zones and veins where quartz sericite alteration produced resistivity highs.  Expansion of the resistivity grid is recommended for the Cleary Hill and Newsboy  Robinson mine areas.  The estimated cost of doubling the strike length of the vein swarm in the Cleary Hill mine area and covering approximately one-half the known strike length of the Newsboy vein system is approximately $75,000.

3.

Cleary Hill Core Drilling:Additional diamond drill holes should be drilled along strike to the east from the previously drilled section (Figure 9).  This part of the Cleary Hill area has not been drilled previously and is attractive because of high-grade values encountered there in the 2002 program and because of extremely high-grade gold production derived from the Bankers Stope in the old Cleary Hill mine (Freeman and others, 1998).  Four vertical each totaling 1,000 feet depth and four north-directed holes angled at 50 degrees and totaling 1,000 feet depth each should be collared on a north-south line approximately 400 feet east of the previously drilled section.  All holes should be drilled with HX core with emphasis on recovery in extremely broken shear zones.  The estimated cost of this drilling is $600,000.

4.

Data Compilation:The Golden Summit property contains a number of past producing mines as well as gold prospects where mineralization has been documented.  Primary among these prospects are the Hi Yu mine (110,000 ounces of past production), McCarty  American Eagle mine (60,000 ounces of past production) and Newsboy mine (35,000 ounces of past production, Freeman and others, 1996).  Exploration success at the Cleary Hill mine area was a direct result of data compilation and conversion to a GIS platform that enabled accurate drill hole placement.  Similar data compilation needs to be conducted at the other high grade mines and prospects on the property.  The estimated cost of such work is US$25,000.

5.

Newsboy Core Drilling:Following airborne and ground geophysical surveys and GIS data compilation of available information on the Newsboy mine area, angle holes targeted below the 350 foot mine level should be completed.  Initial drilling should entail four south-directed holes angled at 50 degrees and totaling 1,000 feet depth each.  Holes spacing and collar locations will be determined after GIS compilation and ground resistivity surveys have been completed.  All holes should be drilled with HX core with emphasis on recovery in extremely broken shear zones.  The estimated cost of this drilling is $300,000.



2.

Rob Gold Project, Alaska, USA



The following italicized text was excerpted from a 43-101 Report prepared by Avalon Development Corporation entitled Executive Summary Report for the Rob Project, Goodpaster Mining District, Alaska, dated April 5, 2003 filed in conjunction with this AIF.



Property Description and Location



The Rob prospect is located in east-central Alaska approximately 110 miles southeast of Fairbanks and 50 air miles northeast of Delta Junction (Figure 1). The Rob project consists of 106 state of Alaska mining claims covering 4,240 acres in the Big Delta quadrangle in Townships 6 and 7 South, Ranges 17

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and 18 East, Fairbanks Meridian (Figure 2). The claims are registered as Rob 1 through Rob 106 with Alaska Division of Mining, Land and Water Management as ADL#s 540699 through 540714, 544324 through 544339 and 545266 through 545339 (Appendix 1).  Mineral rights in this part of Alaska are administered by the State of Alaska.  Annual rents are $130 per claim for State claims ($13,780 total) and rental payments are due and payable by November 30 of each year.  Annual work commitment on the properties in the amount of $100 per claim per year is required with amounts in excess of these levels bankable up to four years into the future.  All claims currently are in good standing. The claims of the Rob project have not been surveyed by a registered land or mineral surveyor and there is no State or federal law or regulation requiring such surveying.  Exploration permits for the project will be acquired from the Alaska Department of Natural Resources on an as-needed basis. There are no known environmental liabilities attached to the property.



In August 2002 Freegold acquired the option to purchase a 100% interest in the Rob project subject to cash and stock payments and Net Smelter Returns royalties held by the property owner (Ronald Bailey) and vendor (Anglo Alaska Gold Corp.). Cash payments total US$15,500 over 7 years to the vendor, $93,500 over 7 years to the property owner, and share payments to the vendor of 500,000 shares on regulatory approval, 500,000 shares on or before July 1st, 2003 and 500,000 shares once Freegold has expended in excess of US$1,000,000 on property exploration. In addition the property is subject to annual advance royalty payments of US $30,000 commencing December 1st, 2008 if the London Gold Price for the preceding year averages less than US $350/oz, US $40,000 if the London Gold Price for the preceding averages less than US $400/oz but greater than US $350 and US $50,000 if the London Gold Price for the preceding averages more than US $400/oz. Freegold may purchase 100% of the Property for US $1.5 million. The Property is subject to a 1% net smelter return (NSR) royalty if gold is less than US $300 per oz, 1.5% NSR if gold prices between $301 and $350/oz and 2% for gold prices greater than US $350. Freegold has the right to purchase the NSR for US $500,000 for each percentage point. In addition, Anglo Alaska retains a 1% NSR. Freegold may also purchase the above NSR for US $1 million.

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[f20freegold002.jpg]



Accessibility, Climate, Local Resources, Infrastructure and Physiography



The Rob project is accessible via helicopter and dozer trails which access several areas of the property from the Tibbs Creek drainage on the west and the Summit Creek drainage on the east.  Elevations on the property range from 4,000 in valleys to the east and west of the project to 5,080 feet on Black Mt. to the south of the project. Topography is relatively rugged with vegetation-free peaks and ridges in the central portion of the property and boreal forest cover at lover elevations.  Sub-arctic climate prevails in this part of Alaska and allow a snow-free working season in most years from May through September.



The city of Fairbanks (population 40,000) is located 110 miles to the northwest of the Rob project and is the regional commercial hub for this part of Alaska.  The city hosts an international airport, rail service, commercial fixed wing and helicopter service and most of the support industry required for mineral exploration.  Teck Cominco and partner Sumitomo Metal Mining currently are in the final stages of permitting to construct and operate a year-around underground mine at the 5.6 million ounce Pogo deposit located 22 miles northwest of the Rob project.  The recently approve operating plan calls for construction of an all-season road and a high-voltage power line from existing road and power facilities south of the project (Freeman, 2000).  Construction permits for the project are expected before the end of February, 2004.



History



The Goodpaster region was first explored for placer gold in 1915 (Rombach, 1999). In the early 1930s, gold-bearing quartz veins were discovered in the upper Tibbs Creek area. By the winter of 1936, the first underground workings were being installed. The original base camp was on Summit Creek. A 450 foot tunnel was driven following a small vein, termed the Blue Lead Extension. In the summer of 1936, five

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men drove a 300-foot tunnel at the outcrop of the Blue Lead vein (Reed, 1937). During the winter of 1937, a 300-foot tunnel was driven at the Grizzly Bear mine and a 50-ton mill was constructed. In the summer of 1938 the mill was moved to the Blue Lead mine and operated for a year and a half until the fall of 1939 (Joesting, 1938). During 1938-39 approximately 150 tons or ore from the Blue Lead mine yielded a recovery of 132 ounces of gold and 25 ounces of silver (recovered grade equivalent to 0.88 opt Au and 0.167 opt Ag, Thomas, 1970).  Between 1939 and 1942 approximately 350 tons of ore of unknown tenor were processed from the Grizzly Bear mine. Other than these small production lots, there has been no commercial production from the property.  The Grizzly Bear Mine, Blue Lead Mine, and Gray Lead Mine are within the Rob property.



Regional scale geological mapping was completed in the area by the U.S. Geological Survey in the mid-1970s (Weber, et al, 1979).  Stream sediment samples were collected in the region as part of the National Uranium Resource Evaluation (NURE) program in the late 1970s (Hoffman and Buttleman, 1996).  Stream sediment and pan concentrate samples were collected in the region and high altitude airborne magnetic surveys were conducted over the Rob prospect area by the U.S. Geological Survey as part of the Alaska Mineral Resource Appraisal Program (AMRAP, Foster and others, 1979, Menzie and Foster, 1978, Griscom, 1978).  The Alaska Division of Geological and Geophysical Surveys (DGGS) completed airborne magnetic and resistivity surveys over the Pogo area in 2000 and 2001 but their surveys did not cover the Rob prospect area. (Alaska DGGS, 2002).



The Stone Boy JV (Sumitomo Metal Mining and WGM) optioned the Rob property in 1995 and between then and 1999 completed over $1.3 million in exploration on the property including extensive airborne and ground geophysics, soil and rock geochemical sampling, geologic mapping, trenching and limited diamond drilling.  During that period exploration efforts generated 2,059 soil samples, 340 rock samples, 7 stream silt samples and 2,060 core samples from 16,215.5 feet for diamond drilling (Bailey, 2001).  Approximately 38,400 line-feet of CSAMT geophysics also were completed.  The property option was terminated in mid-2000.



No exploration was conducted on the property in 2000 or 2001.  Limited due diligence geochemical rock sampling and orientation soil auger sampling was conducted on the property for Freegold in 2002 and 2003..



Geological Setting



Terrane models of Alaska refer to the east-central portion of Alaska, between the Yukon River to the north and the Alaska Range to the south, as the Yukon-Tanana terrane (YTT) (Nokleberg, et al, 1994).  This is a largely metamorphic and igneous province which is bounded on the north by the Tintina Fault and on the south by the Denali Fault.  These parallel, dextral strike slip faults form major sutures and are speculated to have up to 400 km of offset since the late Cretaceous (Day and others, 2003; Foster and others, 1977a, 1978, 1983; 1987; 1994; Jones, et al, 1984).  Conjugate to these large scale structures are numerous northeast-trending faults, such as the Shaw Creek and Volkmar Faults, which dissect the YTT (Weber and others, 1976, LeLacheur, 1991, Smith, 1998, 1999, Smith and others, 1999, 2000). Large scale, northwest-trending sympathetic faults also occur between the Denali and Tintina Faults, including the Pogo and Camp Creek faults and the Richardson lineament.  Rocks comprising the YTT are poly-deformed and poly-metamorphosed, mid-Paleozoic and older, sedimentary, volcanic and plutonic rocks which are intruded by mid-Cretaceous to early Tertiary plutonic and minor volcanic rocks.  East of the Shaw Creek Fault the terrane is dominated by amphibolite grade and locally higher grade rocks.  West of the Shaw Creek Fault the regional metamorphic grade is in the greenschist facies.  This configuration suggests that rocks east of the Shaw Creek Fault represent deeper erosional levels due to greater uplift.  The current prevailing theory on the origin of the YTT suggest development of a Devonian volcanic arc along the continental margin of the North American craton (Aleinikoff, et al, 1995; Nokleberg, et al, 1994).

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The Goodpaster Mining District lies midway between the Denali and Tintina Faults.  The district is characterized by a basement of high grade metamorphic rocks forming a core complex or gneiss dome in the southern portion of the Big Delta B-2 quadrangle (Day and others, 2003).  The central portion of the dome is occupied to a large extent by augen gneiss.  Flanking the augen gneiss core are coarse-grained, banded gneisses and schist of sillimanite grade.  North of the banded gneisses are garnet-bearing gneisses and schists with local sillimanite, whereas to the south are lower grade schists and quartzite containing muscovite, calc-silicates and minor garnet.  The Pogo gold deposit is hosted largely by biotite gneiss forming the northwest portion of the metamorphic complex.  The Rob project sits in an analogous position on the southeastern margin of the gneiss dome complex.



Exploration



The Rob property is situated on the southeast end of a +30 kilometer long gneiss dome that forms the core of the Goodpaster District. The prospect is located in a similar position as the Pogo deposit to the northwest. Bedrock over the Rob property is comprised predominantly of gneiss/quartzite units (PzpCg) and augen gneiss lithologies (unit PzpCa) which are intruded by a series of small Cretaceous to Tertiary granodiorite to quartz monzonite plutons (units TKg) and the older(?) granodiorite to quartz monzonite Goodpaster batholith (unit Kg, Figure 3).  Mineralization discovered to date appears to be spatially associated with these plutonic bodies.



The Rob property is cut by a series of early N50E trending high angle structures (Double Bear, Gray Lead and Black Mt. faults) which appear to be cut by younger west-northwest trending high angle structures (Wolverine and Antimony Creek faults, Figure 4).  Most of the previously discovered precious metal veins on the property trend parallel to the N50E trending structures in areas where TKg granitic bodies are present.



The historic lode gold prospects on the Rob prospect are gold-bearing quartz veins in shear zones. Veins average from 2 to 3 feet in width but reach up to 8 feet wide. Quartz veins contain gold and a variable assemblage of sulfides including arsenopyrite, covellite, digenite, stibnite, jamesonite, molybdenite and pyrite (Rombach, 1999; Bailey, 2001). Gold content typically decreases as sulfide content increases. When gold is present, it is usually ex­tremely fine grained. However, several veins such as those at the Blue Lead mine, Grizzly Bear mine and Michigan prospect contain relatively coarse gold.



Limited rock sampling conducted during the AMRAP program revealed strongly anomalous Au (to 4 ppm), As (to +100,000 ppm), Bi (to 150 ppm), and antimony (to 500 ppm) from grab samples collected on what is now the Rob property (Hessin and others, 1978).  Despite the strong gold in rock values detected during the AMRAP program, none of the stream sediment or pan concentrate samples collected from creeks draining the Rob property returned anomalous Au.  Anomalous As in stream sediment samples (to 500 ppm) and pan concentrate samples (to 1,000 ppm) was detected from a number of creeks draining the property. Anomalous Bi (10 ppm) also was detected from the only stream sediment sample collected on Johnson Creek during the AMRAP program.



Geochemical samples collected by the Stone Boy JV between 1995 and 1999 indicate four areas of the property contain discrete exploration targets which warrant additional exploration: the Gray Lead, Blue Lead, Michigan and Wolverine areas.  A summary of significant geochemical results is presented in Table 1 and a map showing the location of soil anomalies, drill holes, structures and known veins is presented as Figure 5. Results include grab samples up to 4.93 ounces per ton gold and drill intercepts up to 13.5 feet grading 0.92 ounces per ton gold from the Gray Lead prospect, grab samples up to 28.9 ounces per ton gold from the Michigan prospect, grab samples up to 25.24 ounces per ton gold and drill intercepts up to 77.4 feet grading 0.04 ounces per ton gold from the Blue Lead prospect and grab samples up to 2.04 ounces per ton gold from the Upper Trench area of the Wolverine prospect.

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Although some drilling has been completed, several large +50 and +200 ppb gold soil anomalies remain untested by drilling.  The most significant of these include the Michigan lode and Galosh prospect in the Michigan area, the Augen and Hilltop prospects in the Gray Lead area, the Blue Lead South, OReely and Tenor prospects in the Blue Lead area and the Wolverine south prospect in the Wolverine area.



TABLE 1: Rob Prospect geochemical summary, 1995 to 1999.  Data from Stoneboy JV.

GRAY LEADSOIL ANOMALYLocationAu optAu ppbAg ppmAs ppmLengthWidthAugen3701000200Augen130500200GRAB SAMPLESLocationAu optAu ppbAg ppmAs ppmDescriptionGray Lead1.3646,666.0UG samplesGray Lead4.93168,997.0Lower AditGray Lead0.7726,248.4Trench. 2.5 ftGray Lead2.0670,472.6Trench, 2.0 ftGray Lead3.90133,730.0Trench, 9.0 ftGL-South Trench0.031,130.036.0GrabGL-South Trench0.041,495.0338.0Chip, SitGL-South Trench0.5518,835.0160.0GrabHilltop2.0068,575.54.41,240.0Rock SampleHilltop-King2.6891,869.4100.010000+Rock SampleHilltop-King0.3512,129.065.010000+Rock SampleHilltop-King0.3311,444.849.010000+Rock SampleHilltop-King0.2910,076.42.06,740.0Rock SampleHilltop-King0.3110,729.51.40.1Rock SampleDRILL HOLESAu optAu ppbAg ppmAs ppmFrom ftTo ftThick ftBM-100.92314652.59468154.5168.013.5BM-100.0620700.2692230.0231.01.0BM-120.13457012330313.5318.04.5BM-180.0415050.8166244.5247.02.5BM-180.28957214.811927108.5112.03.5BM-200.0310250.4210111.0117.06.0




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MICHIGAN LODESOIL ANOMALYLocationAu optAu ppbAg ppmAs ppmLengthWidthGalosh180800500GRAB SAMPLESLocationAu optAu ppbAg ppmAs ppmDescriptionMichigan1.806161015.4172Rock SamplesMichigan0.1241600.24860Rock SamplesMichigan0.461578819300Rock SamplesMichigan26.489078081585.64880Rock SamplesMichigan28.8398845985.67150Rock SamplesDRILL HOLESAu optAu ppbAg ppmAs ppmFrom ftTo ftThick ftNo drilling to date on this propertyBLUE LEADSOIL ANOMALYLocationAu optAu ppbAg ppmAs ppmLengthWidthGRAB SAMPLESLocationAu optAu ppbAg ppmAs ppmDescriptionGrizzly Bear vein25.248652021468940Vein SampleGrizzly Bear Trench0.0515701.830Rock SampleGrizzly Bear Trench0.34118180.6296Rock SampleStibnite Trench0.0723801.25560Rock SamplesStibnite Trench0.531816249.61530Rock SamplesBlue Lead0.07252031.24200Rock SamplesBlue Lead0.0310900.63530Rock SamplesBlue Lead0.0311301.45040Rock SamplesDRILL HOLESAu optAu ppbAg ppmAs ppmFrom ftTo ftThick ftBM-070.0310150.5884206.3208.82.5BM-070.04138111834889.6967.077.4BM-070.0414550.61945906.0916.010.0BM-070.7927089165530921.2922.21.0BM-070.923140428.24650937.5938.51.0BM-070.0518610.63229940.0947.07.0BM-070.0827001.42010955.0956.01.0BM-070.0413150.88630960.0961.01.0BM-080.08270041190216.8218.82.0BM-250.041335147.35540168.0170.52.5




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WOLVERINESOIL ANOMALYLocationAu optAu ppbAg ppmAs ppmLengthWidthTrench26046001000Wolverine24015001500GRAB SAMPLESLocationAu optAu ppbAg ppmAs ppmDescriptionUpper Trench2.046997543.64480Stibnite of 17.6%Upper Trench0.1759801.41.35%Upper Trench1.475038222.87140Upper Trench0.237890283560Upper Trench0.30102633.22430Upper Trench0.0310700.8754Lower Trench0.61208375.28800Lower Trench0.4414928101780Lower Trench0.039400.25980Lower Trench0.0621300.61.02%Lower Trench0.1137700.21.85%Lower Trench0.0517500.44370DRILL HOLESAu optAu ppbAg ppmAs ppmFrom ftTo ftThick ftNo significant results.




Limited fluid inclusion studies were completed on the Rob prospect during 1995  1999 (Bailey, 2000).  Vein samples from the Blue Lead prospect were deposited at temperatures 50 to 100°C lower than the Gray Lead vein (260-455°C) and contain a much higher proportion of larger, methane-rich fluid inclusions.  It is believed that both types of mineralization were derived from a single hydrothermal fluid which unmixed to form a gold-rich, volatile poor fluid at the Gray Lead vein at depth, and a volatile rich, gold poor fluid at higher levels at Blue Lead.  If this is the case, barren quartz veins or those containing low gold grades associated with higher As, Sb and Pb values such a those at the Blue Lead and Grizzly Bear may grade at depth into veins with considerably higher gold contents.



During the summer of 2002, reconnaissance exploration work was conducted on behalf of Freegold by Avalon Development to verify some of the past exploration results reported from the property.  A total of 113 rock samples and 12 soil auger samples were collected during this reconnaissance work. Significant results from the sampling are shown in Table 2 and gold in rocks in 2002 is plotted on the prospect geology map.



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TABLE 2: Significant analytical results from the Rob property, 2002.  Data from Avalon Development, analyses by ALS Chemex.

ProspectTypeAu
gm/tonneAu
oz/tonAg
ppmAs
ppmBi
ppmPb
ppmSb
ppmTe
ppmW
ppmGray LeadVein72.172.1054.2610000756.008.0120.8586.1014.9Gray LeadVein17.110.4999.3410000386.00354.0377.5028.0097.2Gray LeadVein28.770.8394.668450337.0086.5112.9532.3071.9Gray LeadVein9.370.27343.50100001610.00257.0737.40180.5061.6Gray LeadVein7.420.2167.6646306.68415.01000.000.400.2Gray LeadVein30.450.8882.847420324.0072.01000.0013.700.3HilltopVein8.720.2545.525350348.0024.081.7517.55495.0MichiganVein24.270.7089.5015850.143.5276.60-0.050.1MichiganGranite698.8920.3850.146870.1813.026.75-0.051.0MichiganGranite29.830.8701.30100000.263.5614.100.300.5MichiganVein175.065.1066.4439400.088.0776.100.200.1MichiganGranite120.553.5168.5228900.8340.096.55-0.050.1OreelyVein8.040.23553.70106539.704210.01000.000.25-0.1OreelyVein8.380.24416.10198515.351800.0761.00-0.05-0.1Upper TrenchGranite8.790.2560.8629500.5911.073.65-0.050.2Lower TrenchGranite15.430.4509.9435701.2734.5200.200.050.1Lower TrenchGranite14.370.41911.2031501.3133.5117.650.050.3Lower TrenchVein22.290.6502.3014950.673.576.45-0.050.3Lower TrenchGranite4.110.12015.751000011.251925.01000.001.000.1




Comparison of results from 1995 to 1999 exploration programs and limited sampling conducted in 2002 indicates that past rock sample exploration data accurately portrays the mineralization present on the Rob property.  Of particular significance is the polyphase hydrothermal breccia veins discovered on the OReely prospect where grab samples returned values up to 0.244 opt gold and a sample of unsplit cover from hole BM97-02 on the Lower Trench Prospect returned 0.120 opt gold.



Check sampling of previously collected soil samples did not return comparable results in the small area tested in 2002.  Top of bedrock soil auger sampling completed at several sites previously sampled by shovel sampling indicate that past soil data may contain a significant proportion of false-negative values.  A total of 12 previously sampled soil sites were twinned in 2002 using hand-held power auger methods.  Bedrock was at least 3 feet below surface in all soil auger sites sampled whereas shovel soil samples were collected at average depths of about 1 foot.  A comparison of gold values from these twinned sites is presented in Table 3.  With the exception of two samples, all of the auger soil samples were higher than the shovel samples taken at the same site.  Perhaps most important, three of the power auger soil samples returned dramatically higher gold values than their shovel sample counterparts: 15 versus 105 ppb, -5 versus 105 ppb and 55 versus 385 ppb.  These results suggest that other shovel soil samples which returned gold values at or below detection limit from the WGM/Sumitomo grid could be significantly higher.  Comparison of pathfinder elements from both soil sampling programs indicates results similar to those for gold.



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TABLE 3: Comparison of shovel versus power auger soil sampling on the Rob

prospect.  Data from Avalon Development, analyses by ALS Chemex.

Line and Sample #Au (ppb) Shovel SoilAu (ppb) Power Auger SoilNorth, 11015North, 29095North, 315105North, 4-515North, 5-535North, 64015South, 1-525South, 2-5100South, 355385South, 46545South, 5-515South, 6-5-5South, 7-55




Although the small number of soil samples twinned at Rob is by no means statistically meaningful, the results indicate that substantially larger and higher-grade gold in soil anomalies may exist on the project.  Given that the 100 ppb gold outline defined the Fort Knox, True North, Dolphin and Pogo deposits, it is possible that larger and higher grade gold in soil anomalies exist at Rob outside of the 50 and 200 ppb anomaly outlines previously detected (Figure 5).  If this is the case, areas being considered for future drilling should have soil auger sampling completed over them prior to conducting drilling.



Mineralization



Using the above exploration model, seven different potentially economic gold deposit types have been identified in Interior Alaska, three of which are known to exist on the Rob prospect. They are:

1.

Stockwork-shear style mineralization hosted in porphyritic intermediate to felsic intrusives.  Mineralization contains Au with anomalous Bi, Te, W and trace Mo. Examples include Fort Knox (7.2 Moz) and Dublin Gulch (+1 Moz).  There is a strong genetic relationship between host intrusion and gold mineralization.  The Michigan, Lower Trench and Upper Trench prospects on the Rob property are an example of this style of mineralization.

2.

Porphyritic stockwork with intrusion/schist shear hosted Au-As-Sb (Ryan Lode, 2.4 Moz) with a strong genetic relationship between host intrusion and gold mineralization.

3.

Gneiss or high-grade schist-hosted quartz veins proximal to causative intrusives.  Metals associated include Au, Bi, and As and possibly Cu and W.  The Pogo deposit (5.6 Moz) is the best example of such mineralization. Mineralization is genetically related to plutonic activity but is not hosted in intrusive rocks.  The Grey Lead and Hilltop prospects on the Rob property are examples of this style of mineralization.

4.

Au ± base metal, ± Ag ± W ± Bi intrusion hosted mineralization with a possible genetic relationship between precious metal mineralization and intrusion.  Examples include Dolphin deposit in the Fairbanks District (0.6 Moz).  The Blue Lead and Grizzly Bear prospects on the Rob property are an example of this style of mineralization.

5.

Structurally controlled mineralization hosted by schist-only high angle shear zones and veins.  Associated metals include Au, As, Sb, Ag, Pb and W in low sulfide quartz-carbonate veins.  Alteration adjacent to veins is pervasive quartz-sericite-sulfide alteration that can extend for up to one mile from the source structure.  Deposits were mined heavily prior to World War II and are noteworthy because of their exceptional grades (+1 to +5,000 opt Au).  Examples from the Fairbanks District include Cleary Hill (280,000 oz production), Christina, Hi Yu (110,000 oz production) and Ester Dome veins.

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6.

Low angle, disseminated, carbonate-hosted Au-As-Sb mineralization associated with brittle thrust or detachment zones distal to generative intrusives.  Examples include Gil Extension (0.4 Moz) and True North (2 Moz), both in the Fairbanks District.

7.

Shear-hosted monominerallic massive stibnite pods and lenses.  Trace As, Au, Ag and Pb but these prospects are noteworthy because they appear to represent the most distal end members of the intrusive gold hydrothermal systems.  Examples include Scrafford mine in the Fairbanks District and Stampede mine in the Kantishna District.



Granitic Cretaceous rocks on the Rob property share many characteristics with mid Cretaceous gold-related plutons in the Tintina Gold Belt.  The coincident anomalous metals (Au, Bi, As, and Sb) and granitic or adjacent gneiss hosts for much of the mineralization suggest that the granitic plutons on the property are related to mineralization.  The nearby Pogo deposit also contains anomalous concentrations of Bi and As, although the presence of Sb, Ag and base metals in some of the Rob project area prospects suggest variable erosional depths currently are exposed on the Rob project. Analogous elemental patterns occur in the Fairbanks mining district near the Fort Knox, True North, Ryan Lode, and Dolphin gold deposits (combined resources of +12 Moz).



Drilling



Diamond core drilling was conducted at the Rob prospect during 1997, 1998 and 1999 by the Stone Boy joint venture (Bailey, 2001).  A total of 16,215.5 feet of diamond core drilling was completed in 26 holes on the property.  Drilling was concentrated in the Grey Lead and Blue lead areas however limited drilling was completed at Grizzly Bear, Wolverine, Upper Trench and Lower Trench prospects.  The drilling was conducted by Nana/Dynatec using two LF-70 fly-capable core drills. Other technical details of these programs are not currently available to the author.



Sampling and Analysis



Details pertaining to sampling methods and approaches used on the Rob prospect from 1995 through 1999 currently are not available to the author.  All exploration work completed during the period 1995 through 1999 was managed and conducted by WGM, the Alaskan subsidiary of Watts, Griffith and McQuat, the same highly respected and competent mineral consulting firm that was responsible for discovery of the Pogo deposit.



Security of Samples





Details pertaining to pre-2002 sample preparation, analysis and security on the Rob prospect currently are not available to the author.  All samples collected in 2002 were prepared and analyzed by ALS Chemex at their facilities in Fairbanks and Vancouver.  Analytical work consisted of gold by fire assay plus multi-element inductively coupled plasma  mass spectrometer (ICP-MS) analyses.  Sample pulps and rejects were returned to Avalon Development and stored in their secure warehouse.



Details pertaining to data verification techniques and procedures on the Rob prospect currently are not available to the author.  Blanks samples of Quaternary basalt from the Browns Hill Quarry were inserted into the sample stream in 2002.  Inspection of the geochemical data from these blanks suggests analytical work conducted by ALS Chemex was of a high quality



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Mineral Resource and Mineral Reserve Estimates



There currently are no mineral resources or mineral reserves on the Rob project.



Exploration and Development



Based on preliminary field, laboratory and literature studies completed to date, the following recommendations for future work are warranted:



1.

Additional diamond core drilling should be conducted in the Gray Lead prospect where previous drilling intercepted significant grade and thickness.  Approximately 5,000 feet of diamond drilling are recommended for the Gray Lead.  Approximate cost of this drilling is $500,000.

2.

Diamond drilling should be conducted on the Michigan lode where +25 opt gold was discovered in trenching.  Approximately 5,000 feet of diamond drilling are recommended for the Michigan prospect.  Approximate cost of this drilling is $500,000.

3.

Reprocessing of existing airborne magnetic and resistivity data is recommended.  Such work should be conducted by an experienced geophysical consultant and should include depth-slicing and three dimensional structural interpretation.  Estimated cost of this work is $25,000.

4.

Limited top of bedrock power-auger soil sampling should be conducted over selected areas of the property to determine if this method will reveal more useful information than previously conducted soil sampling. Approximately 650 samples should collected.  The estimated cost of this work is $32,500.



The total cost of the above-recommended work is US$1,057,500



3.

Union Bay PGM Property, Alaska, USA



The following italicized text was excerpted from a 43-101 Report prepared by Avalon Development Corporation entitled Executive Summary Report for the Union Bay PGE Project, Ketchikan Mining District, Alaska, dated April 6, 2004 filed in conjunction with this AIF.



Property Description and Location



The Union Bay PGE prospect is located in Southeast Alaska about 35 miles north-northwest of Ketchikan on the northern end of the Cleveland Peninsula (Figure 1).  The property is bounded on the north and east by Vixen Inlet, on the south by Bear Creek and on the west by Union Bay.  The property is located in the Craig C1 1:63,360 quadrangle in Township 70 South, Ranges 86 and 87 East, Copper River Meridian.



The Union Bay project consists of 711 unpatented federal lode and 6 state mining claims covering 14,220 and 240 acres, respectively (Figure 2). The claims are located in Township 70 South, Ranges 86 and 87 East, Copper River Meridian and are recorded in the Ketchikan Recording District and at the Alaska Division of Lands and the U.S. Bureau of Land Management (see legal description, Appendix 1).  In this part of Alaska, mineral rights are administered by the State of Alaska and the U.S. Forest Service.  The Union Bay project is located within the Tongass National Forest on multiple-use lands open to mineral development. Annual rental payments on Federal mining claims are due on or before each August 31 and total $100 per claim per year.  Annual rentals are paid in lieu of work on Federal ground. For State claims annual rents are $25 per claim and work on the ground in the amount of $100 per claim per year is required.  All claims in the Union Bay property currently are in good standing through August 1, 2004. The claims have not been surveyed by a registered land surveyor and there is no State or federal law or regulation requiring such surveying.  There are no known environmental liabilities attached to the

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property and permits for future work will be acquired from the U.S. Forest Service and the Alaska Department of Natural Resources on an as-needed basis.



In April 2001 Quaterra Resources acquired the right to earn a 50% interest in the Union Bay project by spending US$ 1.0 million on exploration and development and by making staged cash payments to Freegold totaling US$100,000 over four years. Quaterra would also issue Freegold up to 200,000 shares of its common stock over the next year. Quaterra was the operator during the earn-in period, with fieldwork directed by its Alaskan-based consultant Avalon Development Corporation. Expenditures by Quaterra at Union Bay through December 2001 totaled approximately $550,000.  Quaterra conducted no fieldwork in 2002 and in August 2002 Quaterra withdrew from the joint venture due to economic considerations.  The property reverted 100% to Freegold which announced in October 2002 that it had signed a joint venture agreement on the property with Pacific Northwest Capital Corporation whereby the latter could earn up to 50% interest in the project by completing exploration expenditures totaling $1 million, issuing 60,000 shares, and making cash payments of $100,000 over 4 years.  Pacific North West did not conduct fieldwork on the project in 2002.



In May 2003 Lonmin PLC entered into a joint venture agreement with Pacific North West and Freegold for further exploration and development on the project.  Under terms of the agreement Lonmin must fund a minimum US$815,000 exploration program in 2003.  This obligation has been met.  Lonmin has the further option to continue to fund the Union Bay project by expending a minimum of US$1 million per year in 2004, 2005, and 2006 and US $750,000 for each year thereafter. Pacific NorthWest is the Operator of the project during the exploration phase. Under the terms of the agreement, Lonmin may earn up to 70%interest in the project by delivering a full feasibility study. Upon the decision of thejoint venture management committee to proceed to place the project into commercial production, Lonmin will arrange 100% of the required financing on terms acceptable to all parties. Following commencement of commercial production, Pacific North West and Freegold will each repay their share of capital construction costs and contribute pro rata to operating costs. The three-party joint venture conducted exploration on Union Bay in 2003 (see History and Exploration).



Accessibility, Climate, Local Resources, Infrastructure and Physiography



The Union Bay project is accessible via boat or barge, floatplane and helicopter.  There is tidewater access to the west of the property at the abandoned cannery on Cannery Creek and at Vixen Harbor on the north end of the property (Figure 1).  Numerous areas of the property are accessible with a helicopter.  Elevations on the property range from sea level to 3,018 feet at the peak of South Mt.  Topography ranges from relatively flat outwash plains on the north to rugged vegetation-free peaks in the center of the property.  Temperate wet weather conditions prevail in this part of Alaska and allow a snow-free working season in most years from May through November.  Average annual precipitation in this part of Alaska is approximately 115 inches mostly in the form of rain.



The city of Ketchikan (population 14,000) is located 35 miles to the south-southeast and is the regional commercial hub for this part of southeast Alaska.  The city hosts an all-season deep water ice-free port, international airport, commercial fixed wing and helicopter services, heavy and light ocean-going barge services and most of the support industry required for mineral exploration.  Cellular telephone grids cover the Union Bay area.  A high capacity hydroelectric power line linking Ketchikan with the cities of

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Wrangell and Petersburg currently is under construction.  This project, known as the Four Dam Pool project, would bring low cost commercial hydroelectric power to within a few miles of the eastern border of the Union Bay project.



History



In 1938, J.C. Roehm of the Alaska Territorial Department of Mines discovered chromite in the Dunite Peak area of the Union Bay complex (Figure 4).  Following Roehms discovery, the area was investigated by local prospectors through 1942 (Maas and others, 1995).  In 1941, Reed and Gates of the U. S. Geological Survey (USGS) performed a cursory examination of the geology and took representative samples of the ultramafic rocks (Maas and others, 1995).  In 1943, the first comprehensive geologic mapping was conducted in the area (Kennedy and Walton, 1946).  By 1954, Columbia Iron Mining Company, a subsidiary of U.S. Steel Corp., staked claims on the west side of the Cleveland Peninsula and conducted extensive drilling on magnetite mineralization.  Columbia Iron acquired patent to 18 claims and continued extensive surface and subsurface investigations through 1970. Drill-indicated iron ore resources at Union Bay were estimated at 900 million tons grading 18-20% Fe and 2% Ti (Maas and others, 1995).  In 1959, two former Columbia Iron geologists published a geologic map of the area and completed detailed petrographic investigations of the complex (Ruckmick and Noble, 1959). A portion of the drill core from this program was stored in a warehouse near the mouth of Cannery Creek but this facility was destroyed by fire leaving the core in a homogenized state that makes it unusable for PGE sampling.  The remainder of the drill core was apparently donated by US Steel to the state of Minnesota where it was eventually discarded because of lack of space at its public core storage facility (T. Gin, oral comm., 2001).



In 1964, a small gold prospect known as the Alaskite Nose prospect was staked near the shoreline along Vixen Inlet.  In 1992, the area was examined by U.S. Bureau of Mines (USBM) geologists and a 4 meter deep shaft was found behind beach outcrops of mineralized alaskite that contained anomalous base-metal sulfides and silver (Maas and others, 1995). This prospect was examined briefly in 2003 (see 2003 Exploration).



As part of a study of various Alaskan ultramafic complexes, Clark and Greenwood (1972) performed limited sampling of the Union Bay complex.  Examination and assay of magnetic and non-magnetic mineral separates indicates that most of the PGE values are associated with the magnetic fraction (Clark and Greenwood, 1972).  Metallurgical work performed on dunite by the USBM in 1979 (Dahlin and others, 1981) and geochemical rock sampling completed in 1989 (Foley, 1990) support the magnetite rich pyroxenite - PGE association observed by Clark and Greenwood.  Further work performed by USBM returned values up to 19.44 ppm Pt from pan concentrate samples on the eastern side of the Union Bay property (Maas and others, 1995). The source of these anomalies was not investigated by the USBM but was the reason initial exploration conducted for Freegold in 2000 was targeted at the ridges above of the drainages from which these anomalous PGE values were derived.



In 2000, Avalon Development Corp. conducted reconnaissance scale fieldwork at Union Bay for Freegold.  Work included claim staking, reconnaissance geologic mapping, grab rock sampling and chip rock sampling. Field observations suggested that PGE mineralization is associated with magnetite in veins, clots and disseminations hosted primarily by wehrlite and olivine pyroxenite. Three principal zones of PGE mineralization were identified during the 2000 field program: North Zone, South Zone and Core Zone.  Total 2000 acquisition and field expenditures for the Union Bay project were approximately $67,000. The results of this work are presented in Avalon (2000).



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In 2001 Quaterra Resources acquired an interest in the project and funded reconnaissance mapping, geochemical sampling and drilling during the period March through September (Avalon, 2001).  Additional claims were staked over the Union Bay complex in March and April 2001.  No geological work was completed during this period.  Initial field efforts conducted in June and July concentrated on the North Zone and on reconnaissance work which resulted in discovery of the Jaguar, East and West Cobra, Lexus and Mt. Burnett zones (Figure 4).  In September four NQ size diamond drill holes were completed, two each on the North and Mt. Burnett zones using a LF-71 model diamond drill for a total of 1,168.2 feet.  Total 2001 acquisition and field expenditures for the Union Bay project were approximately $550,000. The results of this work are presented in Avalon (2001).



No field work was conducted at Union Bay in 2002.  Detailed petrographic work, analytical work and microprobe analyses were completed in 2002 by MS-candidate Chris Van Treeck of the University of Alaska.  Interim results of this work are presented in Van Treeck and others (2003).



Fieldwork at Union Bay in 2003 consisted of staking of 394 additional federal lode claims in March followed by diamond drilling at the North and Jaguar zones in June and July.  A total of 4,490 feet of NQ diamond drilling was completed in 11 holes (8 and North, 3 at Jaguar zone) during 2003.  In addition, reconnaissance exploration work was completed on several other areas of the property during the period June through September.  These efforts resulted in the discovery of significant PGE values at the Continental and Chevelle zones and PGE-bearing sulfides at the Cannery Creek zone.  Additional 6-element analyses, check assays and microprobe work were completed in September and October. Acquisition and field expenditures for the Union Bay project through year-end 2003 totaled $945,000.



Geological Setting



The Union Bay project is situated within a narrow tectonic belt of Upper Jurassic to mid-Cretaceous rocks known as the Gravina Belt (Figure 4, Himmelberg and Loney, 1995).  Rocks of the Gravina Belt include marine argillite and graywacke, interbedded andesitic to basaltic volcanics and volcaniclastics and lesser conglomerate and intrusive rocks ranging from quartz diorite to dunite and peridotite.  Gravina Belt rocks are tectonically bounded by the Alexander Terrane to the west and have an uncertain but possibly overlapping relationship with rocks of the Taku Terrane to the east (Figure 4, Gehrels and Berg, 1994).  Deformation of the Gravina Belt occurred in mid-Cretaceous time as a result of eastward migration and accretion of the previously sutured Alexander and Wrangellia terranes.  Regional greenschist to amphibolite facies metamorphism and subduction related intrusive activity accompanied accretion of the Alexander Terrane.  This same crustal shortening may have resulted in westward overthrusting of the Taku Terrane onto the Gravina Belt.  A series of mafic-ultramafic bodies such as the Union Bay complex and known as Ural  Alaska complexes, intrude the Alexander Terrane or the Gravina Belt/Taku Terrane assemblage over a distance of 350 miles through the Alexander Platinum Belt of southeast Alaska (Himmelberg and Loney, 1995).  Age dates from these complexes cluster between 100 and 110 Ma and these complexes are believed to be temporally if not genetically related to accretion of the Chugach Terrane to the western margin of the previously accreted Alexander and Wrangellia Terranes (Foley and others, 1997).  Accretion of the Chugach Terrane coincides with a marked change in the regional stress regime of southeastern Alaska, from an east-west compressional regime to a right-lateral transpressional stress regime.  This relative relaxation of stress may have fostered emplacement of the Ural  Alaska complexes in the Alexander Platinum Belt.



The Union Bay complex is a zoned mafic-ultramafic complex ranging from dunite in the core on the southeastern side of the complex through wehrlite and olivine clinopyroxenite to hornblendite and gabbro on the margins (Figure 5).  Magnetite is widespread within the complex but is most common in wehrlite, pyroxenite and hornblendite. Jurassic age flysch/turbidite rocks of the Gravina Belt make up the country rocks in the area and consist of thinly bedded mudstone, siltstone, sandstone, grit, conglomerate and minor limestone (Gehrels and Berg, 1988).  Previous investigators (Ruckmick and Noble, 1959) indicated

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that sedimentary units surrounding the complex are hornfelsed for up to one-quarter mile from their contact with ultramafic rocks.  Field observations made in 2001 and 2003 do not support this conclusion.



Previous investigations suggest the Union Bay complex is a pipe and lopolith complex (Himmelberg and Loney, 1995) however field work completed in 2003 suggests the possibility of more than one dunite pipe within and beneath the complex.  Rubin and Saleeby (1992) have assigned the complex a mid-Cretaceous age of 102 Ma based on a U-Pb zircon age from gabbroic pods within hornblendite.  A reliable 40Ar/39Ar age date was derived from hornblendite in a hornblende pyroxenite from drill core from the Mt Burnett prospect and yielded an age of 101.8 ± 1 Ma (C. Van Treeck, written comm., 2003).  While age dates from gabbro and from hornblende pyroxenite within the Union Bay complex suggest mafic and ultramafic lithologies are contemporaneous, where mafic and ultramafic rock contacts are visible in the field, gabbro intrudes (post-dates) the ultramafic rocks.  The best examples of this age relationship are outcrops immediately east of the Continental zone where feldspar-bearing leucogabbro dikes intrude hornblende pyroxenite units.  These outcrops clearly indicate that gabbro is younger than the ultramafic rocks and probably constitutes the last phase of intrusive activity at Union Bay. High-altitude airborne magnetic surveys reveal a strong magnetic signature over the Union Bay complex probably as a result of magnetite-bearing pyroxenite and hornblendite (USGS, 1977; Ruckmick and Noble, 1959).  This survey does not provide sufficient detail to distinguish between individual rock units within the Union Bay complex but does suggest that strongly magnetic rocks equivalent to the ultramafic rocks on the north side of the complex probably underlie the gabbro of the South Mt. area on the southern side of the complex.



The most detailed geological summary of the Union Bay complex is that of Ruckmick and Noble (1959, Figure 5).  Much of the following geologic descriptions was extracted from their work and modified by subsequent field observations from 2000  2003.  The Union Bay ultramafic complex is comprised of a central core of late (final stage) dunite, generally centered on Dunite Peak (elev. 2535) on the southeastern edge of the Union Bay project (Figure 3).  Magnetite and chromite veins and pods occur locally within the late stage dunite.  This dunite core is surrounded by progressively less magnesium-rich shells of wehrlite, pyroxenite, hornblendite and gabbro (Figure 5). The rock unit mapped as peridotite by Ruckmick and Noble (1959) is in fact a mappable unit containing complexly mixed wehrlite and pyroxenite.  In some areas, such as the North and Jaguar zones, late stage diopside veins ranging from 1 cm to 10 cm thick crosscut compositional layers of earlier stage wehrlite and pyroxenite. Such veins are less common in PGE-bearing areas farther west on the property. Magnetite lenses, stringers and clots crosscut all other rock types except gabbro. Although difficult to recognize in weathered pyroxenite, chromite stringers also are associated with the late stage crosscutting pyroxenite veins and at times accompany magnetite veinlets. Chromite also occurs as thin (1-5 cm) stringers that are parallel or subparallel to younger dunite-rich compositional layers (Ruckmick and Noble, 1959) and as pods and irregular veins up to 50 cm thick on Dunite Peak (Avalon, 2001).



Magnetite occurs in both primary and secondary forms and spans a wide range of temperatures of formation (Van Treeck and others, 2003). Secondary magnetite occurs as disseminated magnetite grains formed as a result of serpentinization of olivine.  Primary magnetite is present in all igneous rocks of the Union Bay complex and may be divided into four types on the basis of textural relationships with the rocks:



1)

fine-grained euhedral magnetite constituting minor amounts of the dunite core.

2)

regular, closely-spaced parallel bands in hornblendite and pyroxenite.

3)

large, irregular clots and discontinuous veins up to several feet long in wehrlite and pyroxenite.

4)

disseminated fine- to coarse-grained anhedral to euhedral magnetite interstitial to diopside in clinopyroxenite and hornblende pyroxenite and commonly evenly distributed throughout the rock.

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Rocks with type 1 magnetite were observed in the dunite core near Dunite Peak.  Samples containing this type of magnetite do not normally contain significant amounts of PGE.  Types 2 magnetite where found mostly in pyroxenite and hornblende pyroxenite in the Mt Burnett South area.  Type 3 magnetite was found within wehrlite of the North Zone, Jaguar, Lexus, Mt. Burnett North, Chevelle, and Continental zones and have returned multi-gram Pt + Pd values from all of these zones.  Type 4 magnetite is most abundant over the western end of the Union Bay project area and occurs most commonly in pyroxenite and hornblende pyroxenite units which host the iron-ore resources outlined by Columbia Iron (Maas and others, 1995).



Exploration



A summary of the significant exploration findings from each of the major mineralized zones explored in 2000 through 2003 follows.  Unless otherwise noted, these summaries were excerpted from Avalon, 2000, Avalon, 2001 and Avalon, 2003



North Zone:The North zone was discovered during reconnaissance rock sampling conducted in 2000 (Avalon, 2000).  Initial rock and saw channel sampling completed in 2001 suggests PGE mineralization is contemporaneous with late stage magnetite veins, clots and disseminations hosted primarily by wehrlite, pyroxenite and olivine pyroxenite.  Disseminated magnetite occurs locally within the pyroxenite as well. Magnetite in the late dunite (centered around hill 2535) appears mostly in irregular veins and lenses of 0.5 to 30 cm wide Variable amounts of disseminated magnetite (upto 20%) also occurs throughout the gabbro locatedon top of hill 2310.  Samples collected during 2001 returned values up to 18,397 ppb Pt + Pd



Initial fieldwork in 2001 was concentrated around high grade samples from the North zone.  Rock grab sample value ranged up 17,910 ppb Pt + Pd (Table 3).  A total of 10 samples from channels 1, 3 and 4 had values higher than 100 ppb Pt + Pd with two contiguous samples from channel 1 returning values of 10,872 and 4,927 ppb Pt + Pd A detailed map of the North zone was completed during 2001 fieldwork. Limited surface sampling was completed on the North zone in 2003 however, mapping conducted in 2003 clarified the relationships between rock types.



Jaguar Zone



The Jaguar zone is located 400 meters southwest of the North Zone on the same ridgeThe zone was discovered in 2001 during reconnaissance mapping and sampling.  Follow-up saw channel sampling and diamond drilling were conducted in 2003.



Continental Zone:The Continental zone was discovered during claim staking in March 2003.  A grab sample collected during this work returned 595 ppb Pt and prompted follow-up fieldwork conducted in June, July and September 2003.  The Continental zone is located on the western end of the Union Bay complex on a mesa at an elevation of 2000 feet.  Host rocks at Continental are composed of variable proportions of wehrlite and clinopyroxenite. This newly discovered prospect has significantly changed the exploration thinking at Union Bay.  Since its discovery it has become clear that the mixed wehrlite and clinopyroxenite rock type is a favorable magmatic host for high grade PGE mineralization.



Chevelle:The Chevelle zone was discovered in 2003 approximately mid-way between the Continental zone and the Mt. Burnett zone along a relatively flat lying mesa underlain by mixed wehrlite and clinopyroxenite. Sampling at Chevelle was conducted along a cliff face with a vertical exposure of approximately 100 feet.  Magnetite occurs in fairly continuous bands/veins that appear to be tabular in nature and reflect the orientation of the olivine-rich host rock.  The orientation of the layering is

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consistent with the layering in Continental, but the high angle Eden fault is located between the Chevelle and Continental zones and relative motion along this structure is unkno



Cannery Creek:Maps published by Ruckmick and Noble (1959) indicated the presence of sulfides along the beach north of Cannery Creek Initial work conducted in this area in 2003 revealed the presence of clinopyroxenite, hornblendite, hornblende clinopyroxenite and gabbro on the north side of Cannery Creek and phyllite on the south side of the creek.  Sulfides (pyrrhotite, chalcopyrite, pyrite) are observed north of Cannery Creek in heterolithic breccias containing hornblende clinopyroxenite and clinopyroxenite extending from the beach into the hills to the east.  Sulfide bearing rocks extend up a waterfall approximately 110 meters up Cannery Creek and over 300 meters into the hills north and east of the beach.



Lexus Zone:The Lexus zone was discovered in float samples collected in 2001 and was slated for channel sampling and possible drilling in 2003.  A total of 30 rock samples and 84 shovel soil samples were collected in the Lexus zone in 2003. Prospecting completed after receipt of soil results failed to discover an obvious bedrock cause for the higher soil Pt values.  As a result of these inconclusive results, no additional work was completed at Lexus in 2003.



Mt. Burnett North:Based on observations from mapping and sampling in 2003 the Mt. Burnett North zone has been broken out of the old Mt. Burnett zone discovered in 2001 Additional sampling, particularly on the slopes to the north of the ridge, will be required to determine the significance of mineralization at Mt. Burnett North and it relationship, if any, to PGE mineralization in similar rocks at Continental and Chevelle.



Mt. Burnett South/Cobra West zones:Exploration conducted in 2003 has confirmed that Mt. Burnett North and Mt. Burnett South are separated from each other by the Sandy fault, a high angle west-northwest trending structure marked by a 20-40 meter wide zone of fine sandy material (fault gouge) with rare magnetite and clinopyroxenite cobbles.  The Cobra West zone, first outlined by PGE-bearing magnetite float boulders in 2001 (Avalon, 2001), is thought to be part of the same structural block and is now included in the Mt. Burnett South zone.  Rock samples collected in 2001 from the Sandy fault returned Pt + Pd values up to 11.5 gpt which prompted the drilling conducted in that area in September 2001.  Follow-up rock sampling in 2003 returned values up to 2,360 ppb Pt plus 152 ppb Pd



East Cobra:The East Cobra zone is located approximately 0.5 km southwest of the Lexus zone and also was discovered in 2001 .  A total of 15 grab rock samples were taken at East Cobra.  This zone occurs on a cliff so sampling was limited to areas that could be reached from the base and along ledges.  All the mineralized samples are associated with magnetite veins and pods in clinopyroxenite to olivine pyroxenite



Black Bear Creek:Twenty stream sediment samples were collected from small streams draining into Black Bear Creek from the south side of South Mt. .  Analytical results for these samples returned values up to 92 ppb Pt with uniformly low Pd values (<3 ppb).  Copper values were anomalously high, averaging 58 ppm and reaching a high of 101 ppm.  These copper values are in contrast to the universally low copper values in pan concentrates collected in 2001 from the streams draining the predominantly ultramafic hosted North, Jaguar and Lexus zones (average 10 ppm, maximum 41 ppm).



Mineralization



Clark and Greenwood (1972) conducted PGE analyses on 50 pyroxenite and dunite rock samples from the Union Bay complex.  Results from these samples ranged up to 1.60 ppm Pt, 0.20 ppm Pd, 0.06 ppm Rh and 0.22 ppm Ir.  A magnetic and a non-magnetic fraction were extracted from one of these samples and analyzed for Pt content.  Results from this sampling showed 30 ppm Pt from the magnetic fraction

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and 0.040 ppm Pt from the olivine fraction, indicating a strong partitioning of Pt in the magnetic fraction.  Pan concentrate and stream sediment samples collected by the USBM (Maas and others, 1995) and during the 2001 field program (Avalon, 2001) show that high chromite-bearing stream sediment samples immediately below the dunite core did not contain significant PGE mineralization whereas pan concentrates collected from streams draining magnetite-rich wehrlite and pyroxenite returned Pt values up to 19.44 ppm.



The USBM conducted electron microprobe analysis of PGM species in crushed separates from two of their pan concentrate samples (Maas and others, 1995).  Mineral species identified include PtFe alloy, native osmium, osmium-iridium and hollingworthite (RhAsS). Minor pyrite, chalcopyrite, pyrrhotite, and marcasite occur around the periphery of the ultramafic body (Ruckmick and Noble, 1959).  Most of the sulfides are within heterolithic breccias composed primarily of olivine pyroxenite however minor concentrations occur locally in saussuritized gabbro (2003 Exploration).  Some of the sulfide minerals are intimately associated with magnetite.  The only other sulfides recognized in the area are associated with felsic intrusive rocks of the Alaskite Nose prospect at Vixen Inlet.



Following the 2000 field season limited scanning electron microscope (SEM) and electron microprobe analyses were conducted on North zone samples (King, 2000).  This work indicated the PtFe alloy grains ranged in size from 10 to 30 microns and were hosted primarily in magnetite.  Associated minor mineral phases included chalcopyrite, bornite, pentlandite, sperrylite(?) and chromite.  Palladium was noted in some samples and was associated with antimony, copper, iron and tin.  Subsequent microprobe work completed at Brussels University revealed that Pt was associated with a distinctive chromian titanomagnetite containing about 15 weight percent Cr2O3 (Jedwab, 2001).  Pure magnetite (no Cr) did not contain PGMs. Minerals observed under the microprobe included PtFe and PtSb alloys. As in the SEM study, most of the PGMs occur at grain interfaces within magnetite. Only OsS2 and Pt-Ir alloy were found within Ca-Fe-Mg silicate (pyroxenite?) phases.  Microprobe analyses from one sample also indicated that PGMs were concentrated in 14 separate horizons within a 10 mm band of magnetite.  Gold without PGMs occurred within two horizons in this same 10 mm section.



Masters thesis research conducted on the Union Bay project in 2001-2003 indicates that PGE mineralization is hosted in magnetite veins and pods which cut magmatic layering and have an irregular morphology at both the outcrop and thin section scale (Van Treeck, 2004).  Fe-Ti oxide geothermometry suggests that this mineralization took place between ~700-400°C.  Ilmenite and Mg-Al spinel exsolution decrease with temperature.  Magnetite veins with a formation temperature of <575oC are surrounded by an alteration envelope of hydrous silicates that vary with temperature and contain appreciable amounts of chlorine.  Conclusions drawn from this work suggest interaction of a PGE-Fe-Cl rich fluid with clinopyroxene which resulted in increased fluid pH and decreased PGE and Fe solubility.  The result was deposition of PGE-enriched magnetite within clinopyroxenite and wehrlite or at the contact between wehrlite and clinopyroxenite.



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A limited number of 6 element nickel-sulfide PGE analyses were completed on samples collected in 2000 and 2001 (Avalon, 2003). These samples indicate that PGE mineralization at Union Bay is significantly depleted in Ir relative to chondrite normalized Ir values from other Ural Alaska type complexes around the world (Van Treeck, written comm., 2003).  Given that Ir is relatively immobile during hydrothermal alteration processes, the depleted IR values at Union Bay suggest PGEs were not deposited in a magmatic setting but rather were concentrated during a later hydrothermal event.



Drilling



Drilling Summary:Prior to the drilling conducted by Quaterra in September 2001 there had been no previous drilling conducted on the Union Bay property. The 2001 diamond core drilling program at Union Bay consisted of 4 NQ drill holes totaling 1,168.2 feet (356 meters).  Two holes were drilled at the North Zone and two holes on Mt Burnett South. All 2001 drilling was conducted by Layne Drilling using an LF-71 diamond drill.



The 2003 diamond core drilling program at Union Bay consisted of 11 NQ2drill holes totaling 4,490 feet (1,368 meters).  Of this total, 3,086 feet (941 meters) of drilling was completed in 8 holes at the North zone while the remaining 1,404 feet (427 meters) of drilling was completed in three holes at the Jaguar zone (Table 12). All 2003 drilling was conducted by Connors Drilling using a modified Longyear 38 diamond drill.



North Zone Conclusions:based on the results of the eight drill holes completed at North zone in 2003 the following conclusions are warranted:



1.

Although 2001 drilling suggested continuity of PGE-bearing magnetite with depth, additional drilling suggests PGE mineralization in the North zone is discontinuous and unpredictable.

2.

High grade intercepts do not exhibit megascopic characteristics that separate them from non mineralized intercepts.

3.

The northern holes at the North zone exhibit reasonably consistent lithologic changes down-hole.  Holes UB01-01, UB01-02 and UB03-01 through UB03-06 all collar in wehrlite and are dominated by this lithology, with minor intervals of clinopyroxenite and mixed wehrlite clinopyroxenite to a depth of about 250 feet. Below this level, lithologies are primarily clinopyroxenite and mixed wehrlite clinopyroxenite with minor wehrlite.

4.

With one exception (1,005 ppb at 382.7-386 feet in hole UB03-06) significant Pt intercepts occur in the wehrlite-rich rocks.

5.

There does not appear to be any correlation between PGE grades and the intensity of late diopside veins or diopside replacement alteration.

6.

The presence of the clinopyroxenite below the mixed wehrlite clinopyroxenite and clinopyroxenite veins of the North zone indicates that the coarse grained clinopyroxenite may be the most altered of the rock type encountered in drilling.

7.

A majority of the North zone drill core has Pt values that are below detection limit.  Background concentrations of Pt in the ultramafic rocks of the complex range from 5-35 ppb Pt.  The lack of Pt combined with the replacement textures in both core and outcrop implies that there has been Pt depletion in the North zone and that the PGE have been remobilized to a peripheral area of the system.

8.

High grade Pt intercepts in the North zone may be either remnants of original mineralization or the start of precipitation of the remobilized PGE.  In support of the second hypothesis there is a crude 315° trend in drill holes with Pt values increasing from southeast to northwest.  This trend is not perfectly linear and there appears to be offset between the first 6 North zone holes and holes UB03-07 and UB03-08, possibly along an east-west trending structure separating the two.

9.

The southern two holes (UB03-07 and UB03-08) do not follow the same lithologic correlations as the northern six holes.  Although wehrlite is present in the tops of holes UB03-07 and UB03-08

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, clinopyroxenite and mixed Px/Wh dominate the bottom half of each hole.  The significant Pt intercept in hole UB03-07 (851 ppb, 122-124 feet) occurs near a contact between mixed Px/Wh and wehrlite.  The lithologic differences between the upper and lower holes at the North zone supports the hypothesis of an east-west structural break between the two areas.



If further drilling in the North zone is conducted then it should be located further north and west of the present collar locations.  New holes should be drilled to the north from the northwestern extension of the ridge, as well as from the valley below.



Jaguar Zone Drill Hole Summaries:Initial drilling at Jaguar was completed in 2003



Jaguar Conclusions:Based on the results of the three drill holes completed at Jaguar zone in 2003 the following conclusions are warranted:

1.

Drilling in the Jaguar zone identified the contact between mixed wehrlite  clinopyroxenite and more massive clinopyroxenite and PGE mineralization appears to be associated with this contact.

2.

Mixed Px/Wh zones appear to be the most favorable host for PGE mineralization.

3.

Lithologic patterns seen in holes UB03-09, UB03-10, and UB03-11 suggest that pyroxenite dominated rocks on the east grade into wehrlite and mixed Px/Wh lithologies to the west and at increasing depth.

4.

Pyroxenite intercepted near the bottom of hole UB03-11 is located north of the trace of hole UB03-09 and suggests the contact between mixed Px/Wh and clinopyroxenite is sub-parallel to the drill plane.

5.

Based on the geometry of the drill holes the contact between clinopyroxenite and wehrlite is sub-vertical while the contact between wehrlite and mixed Px/Wh appears to be dipping to the west and possibly pinching out to the east where it intersects hole UB03-10 at about 290 to 310 feet down hole.

6.

Significant PGE intercepts occur in all three holes with the most persistent PGE anomalies occurring in hole UB03-11 from 200 to 602 feet (TD).

7.

Extensive phlogopite  magnetite  diopside alteration observed in hole UB0309 (180 to 390 feet down hole) did not return significant PGE values suggesting this alteration style is not a reliable guide to elevated PGE mineralization.



The extremely low PGE values in pyroxenites and to a lesser degree in wehrlites could imply that the PGEs have been scavenged from these rocks.  If the same PGE remobilization front that is hypothesized for the North zone also affected the Jaguar zone, then future drilling should be concentrated to the northwest of 2003 drill collars.





Mt. Burnett Drill Hole Summaries:Initial drilling at Mt. Burnett was completed in 2001. One vertical hole (UB01-03) and one north directed angle hole (UB01-04) were completed fron the same drill pad to test what subsequent work has shown to be the Mt. Burnett South sone near the collar and the Mt. Burnett North zone in the bottom of hole UB01-04.



Mt. Burnett Conclusions:Based on the results of the two drill holes completed at Mt. Burnett in 2001 the following conclusions are warranted:



1.

Three distinctive rock units were observed in drilling that correlate well with surface mapped rock type: 1) UB1 horizon is a mixed Px-Wh rock unit containing elevated Pt:Pd ratios and lacking significant hornblende; 2) Sandy fault is a granular-weathering fault zone containing elevated phlogopite and biotite micas along with dismembered blocks of PGE-bearing magnetite, and; 3) UB2 horizon hosted by magnetite-rich hornblende pyroxenite with abundant massive to disseminated magnetite and Pt:Pd ratios near parity.

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2.

The UB1 horizon at Mt. Burnett is correlative with PGE-enriched magnetite-bearing Px-Wh rock discovered at Chevelle and Continental in 2003.

3.

Extensive phlogopite  magnetite alteration observed in hole UB01-03 did not return significant PGE values suggesting this alteration style is not a reliable guide to elevated PGE mineralization.

4.

Massive magnetite pods and veins intercepted in U01-03 do not contain significant PGE mineralization, an observation supported my more extensive surface saw channel sampling completed in 2003.



Sample Preparation and Analysis



Following discovery of elevated PGE values in magnetite-bearing rocks on 2000, subsequent reconnaissance grab rock sampling was conducted with emphasis on magnetite bearing rocks.  More reliable sampling was initiated in 2001 with hand-held saw channel sampling in 4 channels at the North zone and expanded to the Jaguar, Mt. Burnett and Continental zones in 2003 These channels were sampled at intervals varying between 30 and 100 centimeters.  In 2001 pan concentrate samples were collected from the six major north-south creeks crossing the property as well as from Cannery Creek and Auger soil samples were taken in the flat area north of the North Zone to evaluate the placer potential of the area.  A test shovel soil grid was completed the Jaguar zone in 2001 and a second was placed over the Lexus zone in 2003.  The North, Jaguar and Mt Burnett targets were diamond drilled in 2001 and 2003.  Limited zoning samples collected at Continental, North and Jaguar zones in 2003 and were spaced at nominal 25 meter centers and were designed to be collected on set coordinates without regard to rock type, alteration or other geologic parameters.  These samples were collected to test whether PGE depletion haloes exist on these prospects.



Sample description data for all rock samples were collected in field and then transferred to the camp computer on a regular basis.  GPS coordinates were taken at each site and downloaded to the project computer for inclusion in GIS databases.  All field data was then summarized and included in the existing project databases.   Except for the zoning samples, all rock samples were accompanied by a lithology sample that was retained for reference purposes.



Channel sampling was conducted at the North zone in 2001 and at the Jaguar, Mt. Burnett and Continental zones in 2003.  Channels were cut using a 14 inch Partner rock saw powered by a portable gasoline engine and supplied with water from surrounding ponds and creeks.  Channels were cut in two parallel cuts spaced about 10 cm apart.  Individual samples were then selected and cross-cuts at right angles were made at sample boundaries to insure precise extraction of individual samples.  Standard sample width was 1 meter but varied according to outcrop geometry and geologic parameters.  Saw channel samples were then bagged and treated in the same manner as rock and core samples.  The start and finish of each channel line was marked with GPS points while sample widths were measured directly using a metric tape measure to insure accurate sample width information for inclusion in geochemical and GIS databases.



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Core samples were selected using geological parameters derived from detailed core logging done on-site.  Once core logging was completed and sample intervals marked for cutting, digital photos were taken of each box of core and saved in a digital library for future reference purposes.  Core was then cut using a gasoline powered 14 inch rock saw located near the core logging facility.  Pertinent details were then input into the project database.



Stream sediment samples were collected in the South Mt. area in 2003 and consisted of 500 gram samples collected from the high energy environment of individual streams.  The extreme gradient of the South Mt. streams and the high rainfall rate in this part of Alaska made collection of samples difficult due to repeated flushing of the drainages.  Sample material was stored in water-tight Ziploc bags which were in turn enclosed in a canvas outer bag to prevent seepage and spillage during shipment.  All sample sites were tied to hand-held GPS coordinates and included in the project database.



All soil samples collected in 2001 and 2003 were taken with shovels at top of bedrock.  Thin soils cover most of the uplands in the project area however, discontinuous glacial outwash and morainal deposits occur at lower elevations on the project making consistent collection of samples at the bedrock interface critical to reliable geochemical results. Approximately 500 grams of soil was collected at each sample site and stored in water-tight Ziploc bags which were in turn enclosed in a canvas outer bag to prevent seepage and spillage during shipment.  All sample sites were tied to hand-held GPS coordinates and included in the project database.



All rock samples collected during the 2000 and 2001 field programs were marked in the field using hand-held GPS units.  Sample location data and field notes were entered into an on-site computer on a regular basis and copied to CD for archival and back-up security purposes.  Each grab rock sample collected for geochemical analysis was accompanied by a separate hand sample retained by Avalon for reference purposes.  In 2001 samples destined for geochemical analysis were placed in double nylon shipping sacks and sent via Alaska Airlines air freight to Fairbanks.  Avalon Developments expediter collected the samples at Alaska Airlines and once Avalon Development inspected the sample shipping containers and the samples within the containers, all samples were picked up at Avalons secured warehouse by representatives of BondarClegg Ltd. of Fairbanks.  Samples were then crushed at Bondar Cleggs Fairbanks preparation facility to 80% passing 10 mesh and then pulverized to +95% passing 150 mesh. Sample rejects were retained in Fairbanks and returned to Avalon Development.  Sample pulps were shipped by Bondar Clegg via air freight to their main analytical facility in North Vancouver, British Colombia.  All samples were analyzed for Pt + Pd + Au by 30 gram lead collection fire assay techniques with an inductively coupled plasma (ICP) finish.  In addition, each sample was analyzed for a suite of 36 trace elements using a two acid digestion procedure followed by ICP techniques with an atomic emission spectrographic finish. Pulps were retained by Bondar Clegg until year end at which point they were shipped via air freight to Fairbanks.  The pulps and rejects are stored in Avalon Developments secured warehouse in Fairbanks.



All sample preparation and geochemical analyses conducted for the Union Bay project in 2003 were completed by ALS Chemex in Vancouver, British Columbia.  Each reconnaissance rock sample collected for geochemical analysis was accompanied by a separate hand sample retained by Avalon for reference purposes.  One-half of the diamond drill core was retained for future use while the other half was shipped for analysis.



The entirety of each rock, channel and core sample collected  2003 was crushed to 70% passing 2 millimeter (10 mesh) and a 250 gram split was taken and pulverized to +85% passing 75 microns (200 mesh).  All samples were analyzed for Pt + Pd + Au by 30 gram lead collection fire assay techniques with an inductively coupled plasma (ICP) finish.  In addition, each sample was analyzed for a suite of 27 trace elements using a four acid digestion procedure followed by ICP techniques with an atomic emission spectrographic finish. Fire assay and ICP processes were adjusted by ALS Chemex to account for the

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high concentrations of iron, magnesium, and chromium associated with ultramafic rocks.  Pulps and rejects were retained in Vancouver during the field season and will be returned to Pacific North West Capitals Vancouver warehouse for permanent storage at the end of the year.



The entirety of each stream sediment and soil sample was dried, sieved through a 180 micron (80 mesh) screen and pulverized to +85% passing 75 microns (200 mesh).  All samples were analyzed for Pt + Pd + Au by 30 gram lead collection fire assay techniques with an inductively coupled plasma (ICP) finish.  In addition each sample was analyzed for a suite of 27 trace elements using a four acid digestion procedure followed by ICP techniques with an atomic emission spectrographic finish. Pulps and +180 micron fraction were retained in Vancouver and will be returned to Pacific North West Capitals Vancouver warehouse for permanent storage at the end of the year.



All geochemical data completed in 2001 and 2003 were transmitted electronically by Bondar Clegg and ALS Chemex to Avalons Fairbanks office for verification and archiving.  Hard copies of each analytical certificate were delivered to Avalon with invoices.  At year-end in 2003 portable document file (pdf) digital data was sent to Avalon for permanent digital storage of each certificate issued to the Union Bay project in 2003.  Avalons digital data are backed up on a weekly basis with archived tape back ups stored off-site in a fire-proof safe.



Security of Samples





All rock samples collected during the 2000 and 2001 field programs were marked in the field using hand-held GPS units.  Sample location data and field notes were entered into an on-site computer on a regular basis and copied to CD for archival and back-up security purposes.  Each grab rock sample collected for geochemical analysis was accompanied by a separate hand sample retained by Avalon for reference purposes.  In 2001 samples destined for eochemical analysis were placed in double nylon shipping sacks and sent via Alaska Airlines air freight to Fairbanks.  Avalon Developments expediter collected the samples at Alaska Airlines and once Avalon Development inspected the sample shipping containers and the samples within the containers, all samples were picked up at Avalons secured warehouse by representatives of BondarClegg Ltd. of Fairbanks.  Samples were then crushed at Bondar Cleggs Fairbanks preparation facility to 80% passing 10 mesh and then pulverized to +95% passing 150 mesh. Sample rejects were retained in Fairbanks and returned to Avalon Development.  Sample pulps were shipped by Bondar Clegg via air freight to their main analytical facility in North Vancouver, British Colombia.  All samples were analyzed for Pt + Pd + Au by 30 gram lead collection fire assay techniques with an inductively coupled plasma (ICP) finish.  In addition, each sample was analyzed for a suite of 36 trace elements using a two acid digestion procedure followed by ICP techniques with an atomic emission spectrographic finish. Pulps were retained by Bondar Clegg until year end at which point they were shipped via air freight to Fairbanks.  The pulps and rejects are stored in Avalon Developments secured warehouse in Fairbanks.



All sample preparation and geochemical analyses conducted for the Union Bay project in 2003 were completed by ALS Chemex in Vancouver, British Columbia.  Each reconnaissance rock sample collected for geochemical analysis was accompanied by a separate hand sample retained by Avalon for reference purposes.  One-half of the diamond drill core was retained for future use while the other half was shipped for analysis.



The entirety of each rock, channel and core sample collected 2003 was crushed to 70% passing 2 millimeter (10 mesh) and a 250 gram split was taken and pulverized to +85% passing 75 microns (200 mesh).  All samples were analyzed for Pt + Pd + Au by 30 gram lead collection fire assay techniques with an inductively coupled plasma (ICP) finish.  In addition, each sample was analyzed for a suite of 27 trace elements using a four acid digestion procedure followed by ICP techniques with an atomic emission spectrographic finish. Fire assay and ICP processes were adjusted by ALS Chemex to account for the

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high concentrations of iron, magnesium, and chromium associated with ultramafic rocks.  Pulps and rejects were retained in Vancouver during the field season and will be returned to Pacific North West Capitals Vancouver warehouse for permanent storage at the end of the year.



Mineral Resource and Mineral Reserve Estimates



There currently are no mineral resources or mineral reserves on the Union Bay project. Columbia Iron outlined mineral resources at the Union Bay iron deposit on an adjacent property (see Adjacent Properties) that were estimated at 900 million tons grading 18-20% Fe and 2% Ti (Maas and others, 1995). The 900 million ton Union Bay magnetite deposit is thought to be a type 2 magnetite occurrence (see Geologic Setting).



Exploration and Development



Based on field, laboratory and literature studies completed to date, the following recommendations for future work are warranted at Union Bay:



1.

Acquire digital elevation model data over the project area to allow construction of accurate topographic and shaded relief maps with contour intervals down to 3 meters. Current USGS DEM data are accurate only to 30 meters, far too coarse for prospect scale work at Continental, Chevelle, North, Jaguar and Cannery Creek zones.  Unless this task can be completed from existing photogrammetric, radar or LIDAR databases, it will require airborne collection of the data prior to commencement of field activities. Depending on the method used to complete this work, the estimated cost of this work is $25-75,000.



2.

A low level, closely spaced airborne magnetic gradiometer and multi-channel electromagnetic survey should be flown over the Union Bay property to identify new areas containing high quantities of magnetite and/or sulfide that do not outcrop or that could not be investigated due to steep terrain in some areas.  This program should be conducted in March or April to allow reduction and interpretation of the data prior to commencement of field activities. The estimated cost of this work is $120,000.



3.

Following completion of airborne geophysical surveys, reconnaissance-scale mapping, rock and saw channel sampling and zoning sampling should be conducted to the south, west and north of the Continental zone, at Chevelle, on the north side of Mt. Burnett and in the area north and west of the North and Jaguar zones to determine the extent and PGE content of the mixed pyroxenite  wehrlite package.  This program should be conducted from an on-site base camp in April - May to insure that collection, analysis and interpretation of rock sampling data are completed prior to commencement of additional drilling. The estimated cost of this work is $100,000.



4.

Drilling should be conducted on the Continental zone following completion of airborne geophysical surveys and reconnaissance ground surveys to determine the geometry and grade of mineralization discovered in 2003.  Drilling should be concentrated on east-west lines with both vertical and west-directed angle holes to test all of the structural blocks mapped in this area of the project. This program should commence in mid-June and will be supported from the Vixen Harbor base camp with full time helicopter support. The estimated cost of this work is $1,300,000.



5.

Grid-controlled soil and rock sampling should be conducted over the Cannery Creek prospect following completion of airborne geophysical surveys.  Consideration should also be given to ground electromagnetic and possible gravity geophysics.  This program should commence after

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mid-June and will be supported from the Vixen Harbor base camp with helicopter support.  The estimated cost of this work is $25,000.



Reconnaissance-scale mapping and geochemical sampling should be extended to other parts of the property not previously investigated. Refinement of exploration target areas may be possible with the aid of airborne magnetic and EM data.  This program should commence after mid-June and will be supported from the Vixen Harbor base camp with helicopter support.  The estimated cost of this work is $25,000.



4.

Rainbow Hill Property, Alaska, USA



Property Title



The Company may earn up to a 65% interest in the Rainbow Hill Project from CanAlaska Ventures Ltd, a company with directors in common.  To acquire 50% from the company, Freegold must, at its option, do the following:

Issue
SharesCash
PaymentsIncur
Exploration
ExpendituresUpon execution of the agreement-$10,000$-Within 5 days of regulatory approval50,000--On or before 31 December 2003-20,00010,000On or before one year from regulatory approval50,000--On or before 31 December 2004-30,000150,000On or before two years from regulatory approval50,000--On or before 31 December 2005-50,000250,000On or before three years from regulatory approval50,000--On or before 31 December 2006-50,000450,000On or before four years from regulatory approval50,000--On or before31 December 2007--550,000On or before five years from regulatory approval50,000--On or before31 December 2008--590,000300,000$160,000$2,000,000




Freegold is also responsible for the annual rents due on the property.  Once vested, Freegold can increase its interest to 60% by completing a feasibility study within two years.  An additional 5%, up to 65%, can be earned by commencing commercial production two years after a positive feasibility study.  In the event that a bankable feasibility study indicates an internal rate of return in excess of 15%, Freegold will be required to make cash payments of $250,000 per year for each year the project is not put into commercial production.   The Agreement is subject to regulatory approval.



Liberty Bell



The Company acquired by staking 48 one hundred and sixty acre mining claims plus 46 forty acre state mining claims in the Bonnifeld Mining District, Nenana Recording District, Alaska.



5.

Almaden Property  Idaho, USA



Property Title



Pursuant to an agreement (the Almaden Agreement) dated May 6, 1996 between the Company, Ican Minerals Ltd., Ican Minerals Inc. and Canu Resources, Inc. (Canu) (collectively, the Almaden Optionors), each of which were at arms-length to the Company, the Optionors granted to the Company an option (the Almaden Option) to acquire up to a 60% interest in and to certain mineral claims located in

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Washington County in the State of Idaho, U.S.A. (collectively, the Almaden Property).  In consideration therefor, the Company agreed to make the following payments to Homestake Mining Company (Homestake) pursuant to an underlying option agreement between Homestake and the Almaden Optionors as discussed below:



(i)

US$50,000 on February 1, 1996 (which payment has been made);

(ii)

US$200,000 on May 1, 1996 (which payment has been made);

(iii)

US$100,000 on or before February 1, 1998 (which payment has been made);

(iv)

US$100,000 on or before February 1, 1999; (which payment has been made); and

(v)

US$50,000 on or before February 1, 2000. (payment made)



The Company is/was required to make all payments required to keep the Almaden Property in good standing, produce a final feasibility report prior to December 31, 1997 (feasibility study was completed in July, 1997) and make the decision to commence commercial production on or before February 1, 1999.  On September 11, 1997, the Almaden Optionors acknowledged that the Company had earned a fully vested 60% interest in the Almaden Property.



Pursuant to a declaration and undertaking (the Almaden Trust Declaration)dated May 8, 1996, between the Company and its subsidiary, Free Gold Recovery U.S.A., the Company declared that it acquired the Almaden Option in trust for Free Gold Recovery U.S.A. and that all monies spent by the Company on the Almaden Property will be treated as an interest-bearing loan repayable by Free Gold Recovery U.S.A. to the Company.



The Almaden Property was originally acquired by Homestake from several underlying owners (the Underlying Owners), each of whom is at arms-length to the Company.  Homestake subsequently assigned all of its right, title and interest in and to the Almaden Property (subject to retention by the Underlying Owners of a production royalty of 4% of net returns) to Canu pursuant to an agreement dated February 1, 1985, as amended December 1, 1990, January 26, 1994 and June 26, 1995.  In consideration therefor, Canu agreed to make expenditures totalling US$2,000,000 on the Almaden Property on or before February 1, 1992 (which expenditures have been incurred) and complete a feasibility report by December 31, 1997 (which report was prepared for the Company in July, 1997).  Pursuant to the above-referenced agreement between Canu and Homestake dated January 26, 1994,  Homestake retains a net smelter return royalty of 1% if the average price of gold is less than US$425 per ounce and 2% if the average price of gold is equal to or greater than US$425 per ounce.



Canu subsequently optioned the Almaden Property to Compass Capital Ltd. (Compass) by agreement dated May 24, 1995, and Compass, by agreement dated December 13, 1995, as amended February 28, 1996 (the Almaden Assignment Agreement), assigned its option to the Company.  Compass  agreed that the Company could enter into direct contractual agreement  with Canu, and it granted a complete discharge and quit-claim of the Almaden Property option given Compass by Canu. In consideration of the assignment, the Company agreed to issue to the shareholders of Compass a total of up to 6,000,000 common shares of the Company (the Compass Shares) proportionate to their shareholdings of Compass, issuable as follows:



(i)

900,000 common shares on closing of a financing of at least US$2,000,000 (which common shares have been issued);



(ii)

600,000 common shares upon successful conclusion of leach tests of the ores of the Almaden Property, such leach tests showing a minimum of a 50% recovery, and the filing of an acceptable technical report with the Exchange (which shares have been issued);



(iii)

2,700,000 common shares to be issued upon producing an independent engineering report confirming no less than 400,000 ounces of recoverable gold.  The report must indicate an

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internal rate of return (IRR) of 15% or greater in relation to the project.  If this IRR is not achieved, the Company may determine whether to proceed and issue the shares.  If the Company does not proceed, then it must quit claim the property interest back to the Compass shareholders; and



(iv)

up to 1,800,000 shares to be issued on a pro-rata basis upon producing engineering reports confirming additional gold as follows:



-

3.43 shares per ounce of recoverable gold between 400,000 ounces and 750,000 ounces; and

-

2.4 shares per ounce of recoverable gold between 750,000 ounces and 1,000,000 ounces.



In July 1997, the Company completed a feasibility report on the portion of the property which has been explored which indicates proven and probable recoverable reserves of approximately 520,000 ounces of gold over a six-year period.  The report calculates an 18.9% discounted cash flow rate of return (DCFROR) based on a gold selling price of US $364 per ounce.  Pursuant to the agreement, the Company agreed to issue 3,121,714 shares based on this report.



The shareholders of Compass entered into a voluntary pooling and voting trust agreement whereby the 3,121,714 shares were subject to the following restrictions:



i)

The shares were released to the shareholders in three lots.  The first 50% of the shares were to be released in May, 1998.  A further 25% of the shares will be released in May 1999 and the final 25% of the shares will be released in May, 2000.

ii)

Each shareholder may only sell 25% of the released shares in any calendar quarter; and,

iii)

During the term of the pooling agreement, firstly the Company, and secondly, a director of the Company has the right of first refusal on all shares offered for sale by the Compass shareholders.



The Company is responsible for performing all required assessment work and making the appropriate filings in order to keep the Almaden Property in good standing.  The Company is also required to make the following property payments to the Underlying Owners:



(i)

US$24,000 per year, US$6,000 of which is payable on or before March 20th of each year, and the remaining US$18,000 of which is to be accumulated for payment upon the commencement of commercial production on that portion of the Almaden Property acquired from one of the Underlying Owners pursuant to a mining lease dated March 20, 1979, as amended February 23, 1982; and



(ii)

rent to the Chrestesens in the amount of US$4.00 per month for each acre then constituting part of those claims comprising part of the Almaden Property acquired from the Chrestesens pursuant to a mining lease dated March 17, 1981, as amended December 1, 1990 and renewed January 29th, 2002.  This portion of the Almaden Property is comprised of approximately 640 acres.



The Property is a subject to a production royalty of 4% of net returns and a 1% NSR if the price of gold is less than US $425 per ounce and 2% if the average price of gold is equal to or greater than US $425 per ounce.



Freegold Ventures Limited purchased the remaining 40% of the Almaden Project for 2 million shares in 2001, and now owns 100% of the Almaden Project subject to the underlying agreements and royalties.

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[f20freegold003.jpg]





Property Description and Location



The Almaden Property is located in Washington County, Idaho, and is about 12 miles east of Weiser, Idaho.  Weiser is approximately 75 miles northwest of Boise, the state capital.  The Almaden Property consists of approximately 2,140 acres comprised of 83 unpatented federal lode mining claims, leased patented federal lode mining claims, and leased fee land. Most of the proposed mining occurs on the patented mining claims.  However, the leach pad, dumps and other infrastructure occur on the unpatented mining claims, which is on land administered by the Bureau of Land Management.



Several Federal, State and local permits or approvals will be required prior to constructing or operating the Almaden Property.  The most significant of these permits or approvals will be compliance with the Bureau of Land Management requirements for surface disturbance of public lands and with the Idaho Department of Lands requirements for reclamation of mined lands.



Accessibility, Climate, Local Resources, Infrastructure and Physiography

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The Almaden Property is located in Washington County, Idaho, and is about 12 miles east of Weiser, Idaho.  Weiser is approximately 75 miles northwest of Boise, the state capital.  Weiser and Washington County have a population of approximately 5,000 and 9,000 respectively.  The topography of the property area consists of moderate to steep hillsides and elevations range from 2,600 feet to 3,733 feet.  The climate consists of cold winters and warm summers.  The average annual precipitation is about 12 inches.  Access to the property is by county maintained roads to within about 2 miles of the gold deposit.



The Almaden Property consists of approximately 2,140 acres comprised of 83  unpatented federal lode mining claims, leased patented federal lode mining claims, and leased fee land. Most of the proposed mining occurs on the patented mining claims.  However, the leach pad, dumps and other infrastructure occur on the unpatented mining claims, which is on land administered by the Bureau of Land Management.



History



The Idaho Almaden Mine was first developed as a mercury mine in 1937 and by 1938 had become a large producer. Mercury was produced from cinnabar ore by utilizing a rotary kiln equipped with a condenser system. The mine was largely shut down from 1942 until 1955, when production was resumed by El Paso Gas and Oil Company of Salt Lake City, Utah with reportedly the worlds largest single rotary kiln. In 1957, 2200 flasks of mercury were produced. In subsequent year production rates were lower and the mine was shut down in 1972. There has been no gold production from the Almaden project area.



Homestake Mining Company first investigated the property as part of their program to evaluate hot spring systems as potential gold deposits. This program resulted from Homestakes discovery of the McLaughlin deposit in California, which had also been a historic mercury producer. Old reports mention a gold content in the ores of Almaden of 0.01 to 0.02 oz Au/t, which were not of interest in 1938. Homestake explored the property for about two years, and in subsequent years several other companies continued exploration.



Previous holders of the Almaden Property have done differing amounts of geological work. C.P. Ross of the US Geological Survey provided a detailed description of the mercury deposits in 1956. Orocon Resources recognized the hot spring nature of the deposit in the 1980s and described the overall elements of the geology. This included detailed geological mapping and recompiling all of the drill hole data. Neither Orocon nor Amax appeared to have prepared detailed geological cross sections of the deposit.



Geological Setting



The Property is located on the eastern edge of the Columbian Plateau in an area known as the Weiser Embayment. The Columbia Plateau is a geologic province characterized by a thick succession of extrusive basalts which cover northern Oregon, southeastern Washington and parts of western Idaho. The embayment is the southernmost of the three lobate extensions of the plateau along its eastern edge. Most of the rocks exposed at the surface in the region belong to the Columbia River Basalt (CRB) group of Micocene age. Rock older than the Columbia River Basalts occur as topographic highs and are remnants of the mature landscape that existed prior to the extrusion of the basalts.



Basalt of the CRB was extruded from vents to the west and northwest and spread eastward over mature landscape in the area now known as the Weiser Embayment. Three formations of the CRB are recognized in the southern part of the embayment. These are, from oldest to youngest, the Imnaha Basalt, Grande Ronde Basalt, and the Weiser Basalt; the latter has been further divided into three members. Although no basalt is found on the top of Nutmeg Mountain and it visible on all directions.



Nutmeg Mountain, which occupies the axis of a north west trend breached anticline, owes its topographic prominence to the same process that led to the development of the mineralization. Silification of the

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sandstone by hydrothermal fluids has made the sandstone in and around the mineralization much more resistant to erosion that the sediments in the area beyond the limits of silification.



The most prominent structural features of the area between the Weiser River and Crane Creek Reservoir are north-west trending faults and open folds. These features form a belt that may be as much as 80km wide and extending 200km along strike. This structural belt is known as the Paddock Valley fault system. Nutmeg Mountain is located along the axis of one of the anticlines within this structural belt. Tensional fractures parallel to the axis of the anticline were probably conduits for gold and mercury bearing hydrothermal fluids.



The Almaden property is centered on Nutmeg Mountain, which is underlain by sediments commonly assigned to the mid Tertiary Payette Formation. The sediments consist of shale, mudstones and sandstones, which are somewhat arkosic. The sandstones predominate, at least in the area of exploration. The mudstones are generally not silicified or mineralizer, except for pyrite. The main host for silification and mineralization is the sandstone.



The main structural features of the property are north-west trending faults, fractures, and possible open folds. The main mineralized zone appears to be confined between two steeply dipping fault zones that generally trend N 350 W. The main mineralized zone has a pronounced N 200 to 250 W trend. Within the area of the main mineralized zone, there is a second set of smaller fractures, usually filled with chalcedony or quartz veins. These secondary fractures trend N 50  to 780 W . Their role is controlling gold distribution is not clear.



Other structural features exposed on Nutmeg Mountain indicate a second tectonic regime, which predates the northwest trending Paddock Valley structural zone. It is represented on the east side of the mineralized zone by an east-northeast fold set. This structural trend appears to be truncated on the west by a major north-west trending fault zone which forms the east side of the main mineralized zone.



A smaller north zone of mineralization lacks a pronounces overall trend. However on the cliff face west of the old mercury pit, a set of N 60 0 W trending, steeply dipping veins are exposed. There may be a feeder zone for the north mineralized zone.



Exploration



A total of 133, 870 feet has been drilled in 677 holes. A total of 24, 033 fire assays and 10,051 cyanide soluable gold assays (HCL assays) were done by different companies. Metallurgical testing has been carried out by six companies and the data collected by previous operators includes results of over 10,000 cyanide soluable gold assays, 214 bottle roll leach tests, and 118 column leach tests on drill cuttings, crushed drill core and surface material. Amax conducted the most extensive work and organized much of the data from the previous exploration material.



Amax, in 1993, estimated a mineable resource of 31 million tons grading 0.0235 oz Au/t containing 729,000 ounces of gold. Amax envisioned a combination of direct leaching of ROM material and crushing a select portion of the higher grade material before blending it in with the ROM and placing it on a leach pad. Amax estimated a 37 to 38 percent recovery of gold and a $32 million capital cost plus $9 million in ongoing capital for a total of $41 million. Amax concluded that the project economics were not acceptable and terminated their agreements in early 1994.



Watts, Griffs and McOuat Limited (WGM) conducted a brief geologic examination of the deposit in May 1996. This site visit was focused on gaining a general picture of the property geology and determining if the available data were accurate. In the course of the study, WGM also reviewed the drilling data and compiled

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several working geological cross sections as part of the attempt to determine if there were geologic controls on gold recovery.



Mineralization



The geologic features of the Almaden Deposit are consistent with the classic hot springs ore deposit model.  The deposit consists of a tabular mineralized zone underlain by steeply dipping veins of the feeder zone and capped by silica unit, in this case, opalite. The opalite appears to pre dated the gold mineralization and apparently acted as an impermeable cap unit. It therefore controls the gold mineralization to some degree by having localized gold desposition below the cap.



The host rock below is arkosic sandstone which is flat lying to gently dipping. Within the sandstone, the permeability of individual beds appears to control the distibution of gold. This conclusion is supported by the variography of gold assays generated by Amax. The variography shows a large horizontal range by a very restricted vertical range of influence for any sample.



Three styles of alteration are recognized on the Almaden Property; silification, argillization and carbonate alteration. Of these, silification is by far the most common. It ranges from silica veining through silica flooding to total replacement of the host rock. The zone of most intense silification is represented by the hydrothermal breccia unit. In the main zone, the gold mineralization generally coincides with the most intense silification.



Argillic alteration is common, but is not well described in the in drill hole logs. It ranges from weak clay alteration of sandstone to nearly total argillization. It appears to be most common and intense in the central part of the main zone and along the fault zone at the east margin of the Main zone. Below and in the lower part of the mineralized zone, calcite is common. This alteration is typically described as quartz-calcite roc in the drill hole logs.



As previously described the Almaden deposit was originally mined for mercury, although gold mineralization was known, even in the 1940s.  Cinnabar occurs in the opalite unit. It is very fine grained and is typically deposited along fractures, in veinlets, and as surface coatings in cavities.



Homestake Mining has reported that gold is present as particles of native gold ranging from <1 to 5 microns in size. No visible gold has been reported. The silver content of the gold averages 25 percent. The gold grains always appear in silica.



The only other sulphide mineral present is pyrite. It occurs as very fine disseminated grains the most of the rock units, but is less common in opalite and hydrothermal breccia.  Typically, the amount of pyrite is less than one percent, although it ranges up to ten percent locally.



The mineralization occurs in two well-defined zones, referred to as the Main and North Zones. The majority of tonnage is in the Main Zone. The smaller North Zone lacks a pronounced overall trend. However, on the ridge face west of the old mercury pit a set of N60oW trending steeply dipping veins are exposed. These veins may represent a feeder for the North Zone.



Drilling



Since 1980 considerable exploration has been done on the Almaden deposit. The Almaden data base consists of 677 drill holes totaling 133,870 feet, and over 24,000 gold assays. The majority of the drill holes are rotary or reverse circulation; however there are also 26 core holes totaling 6,180 feet. The holes were sampled and assayed in five-foot intervals.

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Sampling and Analysis



The majority of the assays were by conventional fire assay with the remainder by fire assay digestion with atomic absorption finish. The analyses for all of the drill holes were done at reputable commercial laboratories. No samples were available from the previous drill holes so no check analyses were done as part of this feasibility study.



In 1991-92 Amax collected all of the available data and compiled it into a unified data base. Amax also resurveyed many of the drill hole collars and converted all of the drill hole locations to UTM coordinates. The Amax database was obtained by Freegold and provided to WGM for use in the study.



Freegold also obtained the files containing the original assay data. WGM reviewed these files and performed a random check of approximately 600 records in the data base. Of the data checked (0.5% of the data) only minor rounding or truncation errors were noted.  The various notes and memoranda filed with the assay data indicate that Amax personnel were very thorough in the compilation and verification of the data base.



WGM also reviewed the check assay data contained in the files. The data itself was visually examined and the summaries prepared by the various parties were reviewed. The raw data was not recompiled. The Amax samples were analyzed at Bondar Clegg with check analyses done at Barringer. The majority of the Amax results were summarized in an internal memorandum dated September 1992. According to the Amax memorandum the difference between the check assays and the original assay ranged from 42% to + 38% with an average difference of +10.6%. Amax concluded that the check assays indicated consistent acceptable data.



The 512 Ican drill holes were assayed by Chemex and checked by Bondar Clegg. The check assays on 765 samples were reviewed by Bechtel in 1986. Bechtel concluded that the check assays showed a good comparison for samples containing less than 0.02-0.03 oz Au/t. The check assays on samples containing over 0.02  0.03 oz Au/t were 10-15% higher than the original assays. WGM did not investigate this difference in assay results.



Based on the review of the original data described above, WGM is of the opinion that the assay data base contains few data entry errors and that the data itself is of high quality. The analyses for all of the drill holes were done at reputable commercial laboratories. WGM considers the check assays are within acceptable limits of variation and indicate a high degree of confidence for the assay data as a whole.



Silification is the most notable alteration type and the deposit contains an opalite cap, which also may have focused fluid flow, as most of the gold mineralization is under the opalite cap.  The deposit is well oxidized with only small areas still containing pyrite.  For purposes of grade modeling, the deposit area was divided into ten rock types that take into account alteration and brecciation.  The total estimate Mineral Deposit for the Almaden property is set out in the following table:



MINERALIZED DEPOSIT SUMMARY

ALMADEN GOLD PROJECT

Totals (Main & North Zones)



Tons (000s)Au Grade oz/t39,5600.021






The conclusions and highlights of recent metallurgical studies are summarized in the following table:

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SUMMARY OF METALLURGY AND PROCESSING

ALMADEN GOLD PROJECT



Average gold extraction63%Ore, tons/yr8,000,000Grade, oz/ton0.021Gold produced, oz/yr105,840Silver produced, oz/yr31,920Mercury produced, oz/yr300,800Crush sizeMinus 6 inchesProcessHeap leach and Merrill-CrowePregnant solution, gallons/minute2,845Capital cost, process only w/o pad and ponds$12,986,700Operating cost, process and lab, per ton of ore$1.00




No immediate work is planned on the Almaden project and additional work will depend upon an improvement in the gold price from current levels (+/- $270 ounce gold).  The property will be maintained.



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Mineral Resource and Mineral Reserve Estimates



In 1996, Watt, Griffis and McOuat Limited undertook an engineering study at the request of Freegold Ventures Limited. The following is excerpted from this report dated July 3rd, 1997 from the section entitled recommendations and conclusions.



The Almaden gold deposit is a hot springs type epithermal gold deposit. Based on this feasibility study( July 3rd, 1997) the deposit is considered economic at a gold price of $364/oz Au. At this price the project has a DCFROR of 18.9 percent and a NPV at 10 percent of approximately $10M.



The grade tonnage estimate is based upon approximately 24,000 fire assays from approximately 677 drill holes. The deposit was modeled by inverse distance squared interpolation within the limit of mineralization as defined by the 0.01 oz Au/t assay limit. WGM considers the database to be adequate for reserve estimation and based upon average drill hole spacing, considers that the deposit contains a geologic resource of 44M tons at a grade level of 0.021 oz Au/t. Approximately 94 percent of the geologic resource is considered to meet the criteria for a measured resource. Approximately 86% of the total geologic resource is considered to meet the criteria of a proven ore reserve and an additional 4 percent of the total geologic resource is considered to meet the criteria for a probable ore reserve. This proven plus probable ore reserve is estimated to be 39.6M tons grading 0.021 oz Au/t.



Metal recovery is considered to be the critical factor for the project and was addressed in detail in this study through column leach tests on core and bulk samples. Column leach testing of seven ROM samples from pits drilled and blasted within the ore deposit has shown higher extractions of gold as compared to column leach tests performed on crushed core. This is probably due to fractures created in the rock by blasting.



A relationship was observed between the column leach data from bulk samples and the NaCN soluble gold assay data (hot cyanide leach assay (HCL) from drill hole samples, of which there are approximately 10,000 HCL assays throughout the deposit. Utilizing this relationship, a recoverable grade was calculated for each block in the block model of the deposit and a deposit average recovery grade and an average recovery grade calculated for the entire deposit.  The average recovery grade is estimated at 0.013 oz Au/t and the average recovery for the mineable reserve portion of the deposit is estimated at 63 percent. This recovery will be attained after completion of leaching, rinsing and detoxification of the heap, and would yield 526,8000 ounces of gold.



Additional column testing of run-of-mine (ROM) material using 3Ms fluorinate surfactant (wetting agent) should be done to determine if the rate or amount of gold extraction is improved. The minable reserve estimate was done using floating cone methodology and includes put access and haulage roads. The floating cone estimate was done using $390/oz Au generated a cutoff grade of 0.004 oz Au/t. There are an estimated 22,388,000 tons of waste that will be moved for a life-of-mine stripping ratio of 0.6.



The estimated pre-production capital cost for the project is approximately $37.9 million. The operating cost estimate is based on contract mining. The estimated capital cost of the processing facilities from crushing through dore production, but excluding the leach pad and ponds is approximately $12.9 million. The estimated capital cost of leach pads and ponds is approximately $13 million.



The mine and process facilities design is based on processing eight million tons of ore per year. The average operating cost for mining and processing is estimated at $2.73/ton or $206.44/oz of recovered gold. The operating cost for the processing facility is estimated to be $1.00/ton.



An assessment of the environmental factors that may affect the implementation of mining revealed no significant factors which could prevent the development of the project. The permitting process for the mine, however, may take up to 30 months to complete. WGM recommends that this process begin as soon as

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possible. Collection of baseline environmental data should also begin immediately, as this data is required by some of the regulatory agencies. Additionally, since the project site was a former mercury mine and processing facility, studies may be needed to assess the migration of mercury in soils, streams, etc. Investigation of this potential problem with the appropriate regulatory agencies is recommended.



A schedule and budge were prepared by WGM including an estimate of time and cost required to permit the development of the Almaden gold deposit. WGM considers the time and cost estimates reasonable but did not investigate the permitting process in detail. This represents the major uncertainty in the Project Schedule which should be done by personnel assigned to the responsibility of managing the permitting process.



Other items that require further investigation early in the pre-production phase are the acquisition of water and electrical power. Detailed study of these items was beyond the scope of this study, however WGM is of the opinion that water may be best obtained from one or more wells on the property and that electrical power may be obtained from a local power company.



A detailed mine planning study to optimize the mine plan and produce detailed construction and operating plans is necessary. The major items of this study should include.



Evaluation of any isolated ore zones for economic viability including all stripping and haul road construction required to recover the ore;



Evaluation of alternative road locations and completion of detailed design of all access and haulage roads and shop site;



Development of monthly production plans for the first year;

Preparation of detailed design and construction schedules;



Preparation of equipment specifications and soliciting purchase quotation; and



Preparation of all documents required for permitting purposes.



Other activities that should be considered following the decision to proceed with pre-production activities are, but not limited to:



A boundary survey of the unpatented claims should be done to insure there are no gaps within the claim block and that the claims tie in with the private land as indicated on the landmap.



A study to determine or define a sampling and analytical procedure that gives the best precision for the Almaden ore. This study would serve as the basis for the mine grade control system.



Completion of infill drilling to define the southern and lower limits of the deposit.



Preparation of detailed geologic cross sections and level plans of the deposit



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6.

Sudbury Mining District, Ontario, Canada



Property Title



Pursuant to a signed Agreement, dated as of March 6th, 2000  between Larry Gervais   (Gervais) the Company acquired the rights to earn  up to a 100% interest in 282 mineral claims located near Sudbury, Ontario.  The Company paid Gervais the sum of $5,000 upon execution of PGM A, a further  $35,500 was paid upon satisfactory completion of due diligence by the Company and TSE and CDNX approval. Property payments totaling $85,000 will be paid to Gervais over a 4 year period. The Company will also issued to Gervais 300,000 common shares (150,000 issued)  in the capital of the Company at a deemed price. As further consideration under the PGM A Agreement, the Company has agreed to pay Gervais  a 3% NSR royalty from mineral production from claims covered under the Agreement.  The Company shall have a right at any time to purchase up to 2% of the 3% NSR royalty for  $1,000,000 for the first 1% and the second 2% of NSR can be purchased for an additional $2,000,000.  The Company will have first right of refusal should the Vendors decide to sell the remaining 1%.



Pursuant to the Agreement The Company will expend a minimum of $115,000 on exploration on or before November 24, 2000 and minimum of $115,000 on or before November 24, 2001 and in each subsequent year during the tenure of the Agreement.



The Company, has agreed to issue 100,000 shares to the Vendors (collectively) within 60 days of completion of a bankable feasibility study if and when that happens.



The Original Property Option Agreement for PGM A called for $115,000 worth of exploration expenditures in 2001, the Option Agreement was renegotiated and exploration expenditures were reduced to $50,000 and the cash payments due under the original agreement were renegotiated.  The Company issued a cheque in the amount of $10,000 on March 6th, 2001 to maintain the Option in good standing. The Company had until August 31st, 2001 to elect to continue with the Option. The Company elected to maintain the option; however several of the claims were turned back to the Vendors. The Company will incur $50,000 worth of exploration expenditures on the Property and pay the Vendors an additional $10,000 on August 31st, 2001 (made). The Property payments now total $20,000 per year until 2003 and the shares issuance totals 300,000 shares, of which 300,000 have been issued.



In November 2001, the Company entered into an Agreement with Pacific North West Capital Corp. (PFN) whereby PFN may earn a 70% interest in the property by completing exploration expenditures of $50,000 by December 15th, 2001, (made) and making cash payments of $55,000 and issuing 20,000 shares.  PFN may purchase the remaining 30% for $750,000. Freegold has with the agreement of Pacific North West Capital Corp. turned back several of the claims reducing the property size to 131 claims.





ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS



A.

Operating Results



The following discussion and analysis should be read in conjunction with the Companys consolidated audited financial statements and related notes thereto included herein. The Companys financial statements have been prepared in accordance with Canadian GAAP.  Reference should be made to Note 11 to the financial statements for a discussion of the material differences from the amounts presented in Canadian GAAP to US GAAP.



The Company is a mineral exploration company with no producing properties and consequently has no current operating income or cash flow.

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The Companys accounting policy is to capitalize all costs relating to the acquisition, exploration and development on an individual property basis until such time as the property is put into production or the property is disposed of either through sale or abandonment. The costs capitalized for mineral properties are reviewed on a property-by-property basis to consider if there is any impairment on the subject property.  As at December 31, 2003, the Company has capitalized cumulatively $6,910,017 on the acquisition and exploration of its mineral property interest.



Fiscal Year Ended December 31, 2003 compared to Fiscal year Ended December 31, 2002



Results of Operations



The fiscal year ended December 31, 2003 resulted in a net loss of $1,177,923 which compares with a loss of $788,001 for the same period in 2002. During 2003 a mineral property write-down of $18,717 was recorded as certain general exploration and property examination costs in Alaska were written off.  General and administrative expenses for the year ended December 31, 2003 were $1,253,591 an increase of $534,021 over the same period in 2002. Consulting fees of $558,931 were recorded which included $261,350 in stock compensation expense. The Company adopted the new recommendations of CICA Handbook Section 3870, stock-based compensation and other stock-based payments, effective to all awards granted on of after 1 January 2003. As encouraged by CICA Handbook Section 3870, the Company has enacted prospectively early adoption of the fair value based method of accounting for awards issued to both non-employees and employees for the fiscal year beginning 1 January 2003.  The new standard requires that all stock-based awards made to employees and non-employees be measured and recognized using a fair value based method.  In prior years, stock-based compensation expense was only recognized when stock-based compensation awards were made to non-employees, while pro-forma disclosure was acceptable for awards made to employees. The fair value of stock options, that vested, using the Black-Scholes Option Pricing Model was $261,350. Travel costs of $97,152 were incurred, an increase of $36,280 over the previous period while all other general and administrative costs were relatively the same when compared to the previous year. During the year, the Company signed a two-year vehicle operating lease agreement with current year costs of  $17,098 and future lease obligations of $13,369. A $66,591 capital gain was realized on the sale of investments as compared to $49,534 over the same period in 2002.



During the year ended December 31, 2003, the Company incurred mineral property deferred exploration costs of $320,675. Of this, $21,551 relates to the minimum holding costs of the Almaden project in Idaho, $233,748 was spent on the Golden Summit project in Alaska, $33,220 was spent on the Union Bay project in Alaska and $32,156 was spent on the Rob project in Alaska. Mineral property acquisition costs of $559,264 were also incurred which included $336,000 for the issuance of 800,000 company shares and $223,264 in cash payments. The Company also received option payments of $40,000 in cash and $17,100 in shares.



Shareholder relations and promotional activities undertaken by the Company, which included attendance at various trade shows, cost $160,874 for the year ended December 31, 2003, an increase of $93,425 over the same period in 2002.



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Fiscal Year Ended December 31, 2002 compared to Fiscal Year Ended December 31, 2001



Results of Operations



The fiscal year ended December 31, 2002 resulted in a net loss of $788,001 which compares with a loss of $4,271,711 for the same period in 2001. Included in the loss for 2001 was a mineral property write-down of $4,159,380 as management wrote down the Almaden Property in the previous year. During 2002 a mineral property write-down of $104,036 was recorded as certain claims pertaining to the PGM Properties in the Sudbury region were dropped.  General and administrative expenses for the year ended December 31, 2002 were $721,679 an increase of $460,862 over the same period in 2001. Consulting fees of $331,821 were recorded which included $238,495 in stock compensation expense. During the year, the Company has adopted the new recommendations of CICA Handbook Section 3870, Stock-Based Compensation and Other Stock-Based Payments.  It is applied on a prospective basis and applies to all awards granted on or after 1 January 2002.  The fair value of stock options using the Black-Scholes Option Pricing Model for non-employees was used to calculate the value of $238,495 with the value of $200,103 to directors and employees disclosed in note 9 d iv. Shareholder relations and promotional activities undertaken by the Company, which included attendance at various trade shows, cost $67,449 for the year ended December 31, 2002, an increase of $60,061 over the same period in 2001.  Travel costs of $60,872 were incurred, an increase of $53,397 over the previous period while all other general and administrative costs were relatively the same when compared to the previous year.  A $49,534 capital gain was realized on the sale of investments as compared to $146,855 over the same period in 2001.



During the year ended December 31, 2002, the Company incurred mineral property deferred exploration costs of $344,887. Of this, $23,942 relates to the minimum holding costs of the Almaden project in Idaho, $195,903 was spent on the Golden Summit project in Alaska, $63,801 was spent on the Union Bay project in Alaska and $61,241 was spent on the Rob project in Alaska. Mineral property acquisition costs of $576,567 were also incurred which included $436,500 for the issuance of 1,100,000 company shares and $192,667 in cash payments. The Company also received option payments of $20,000 in cash and $32,600 in shares.



During the period, the Company did not enter into any contracts with outside parties to conduct investor relations activities on the Companys behalf.



Fiscal Year Ended December 31, 2001 compared to Fiscal Year Ended December 31, 2000



Results of the Operation



The fiscal year ended December 31, 2001 resulted in a net loss of $4,271,711 which compares with a net loss of $2,509,091 for the same period in 2000. Included in the loss for 2001 is a mineral property write-down of $4,159,380 as management has written down the Almaden Property to $576,648. General and administrative expenses for the year ended December 31, 2001 were $260,817 as compared to $498,919 over the same period in 2000. A $146,855 capital gain was realized on the sale of investments as compared to $520,170 over the same period in 2000.



Interest income was $1,631 for the period ended December 31, 2001 as compared to $35,404 one year before.



During the period ended December 31, 2001, the Company incurred mineral property expenditures totaling $589,938.  Of this, $279,292 relates to the minimum holding costs and acquisition of the remaining 40% of the Almaden Project, $316,268 was spent on the Golden Summit project in Alaska (including $248,640 for legal settlement), and $37,980 was incurred on the Sudbury, Ontario Properties.  Included in the above expenditures were 2,280,000 shares at a deemed value of $229,500 as required by

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various underlying property agreements.  A $61,000 option payment was received on the Union Bay, Alaskan property which included 100,000 shares of Quaterra Resources Inc.



Investor relations and shareholder relations activities undertaken by the Company during the year ended December 31, 2001 included attendance at various trade shows.  The Company did not enter into any contracts with outside parties to conduct investor relations activities on the Companys behalf.



The Companys disclosure and internal controls have been evaluated and are considered to be effective.



B.

Liquidity and Capital Resources



Fiscal Year Ended December 31, 2003 compared to Fiscal Year Ended December 31, 2002



At December 31, 2003, the Companys working capital, defined as current assets less current liabilities, was $2,762,842 compared with working capital of $123,851 at December 31, 2002. During the year ended December 31, 2003, the Company issued 10,674,097 special warrants and/or units through private placements for gross proceed of $4,975,710. Of this, 1,190,476 units for gross proceeds of $750,000 were issued under the Flow-through program.  This amount must be spent before December 31, 2004 on qualified Canadian mineral exploration, and is not included in working capital because it is classified as restricted cash on the balance sheet.  During the year, 250,839 warrants and options were exercised for gross proceeds of $117,028.



The Company has a portfolio of investments with a book value of $176,479 and a market value of $464,608 as at December 31, 2003. The main investments consist of 350,400 shares of Pacific North West Capital Corp. and 312,400 shares of CanAlaska Ventures Ltd.  These companies have certain directors in common. These amounts are included in the above working capital.



During the year ended December 31, 2003, 800,000 shares of the Company were issued for a value of $336,000 for mineral properties.  The Company has total issued and outstanding of 26,266,705 shares at December 31, 2003.



With estimated General and Administrative expenses of $50,000/month, $600,000 will be incurred over the next 12 months.  The Company believes that it has sufficient working capital to cover its annual General and Administrative expenses.  Any proposed exploration work programs will have to be funded through existing working capital, joint ventures, raising new capital or by selling its marketable securities currently valued at $464,608.



Fiscal Year Ended December 31, 2002 compared to Fiscal Year Ended December 31, 2001



At December 31, 2002, the Companys working capital, defined as current assets less current liabilities, was $123,851 compared with a working capital deficit of $35,489 at December 31, 2001. Subsequent to the year ended December 31, 2002, the company completed a private placement of 1,038,860 units for gross proceeds of $418,877. Also subsequent to the year ended December 31, 2002, the company is arranging a special warrant private placement of up to 6,688,888 special warrants with each special warrant convertible into a unit at a price of $0.45 per special warrant for gross proceeds of up to $3,010,000.



The Company has a portfolio of investments with a book value of $159,332 and a market value of $260,673 as at December 31, 2002. The main investments consist of 384,100 shares of Pacific North West Capital Corp. and 255,400 shares of CanAlaska Ventures Ltd.  These companies have certain directors in common. These amounts are included in the above working capital.

74

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During the year ended December 31, 2002, 3,600,916 shares of the Company were issued for  gross proceeds of $1,152,950 and 1,100,000 shares were issued for mineral properties.   Pursuant to a Special Resolution passed 14 June 2001, the company changed its name from International Freegold Mineral Development Inc. to Freegold Ventures Limited and consolidated its share capital on a one new share for four old share basis. The Company has total issued and outstanding of 14,367,079 shares at December 31, 2002.



Fiscal Year Ended December 31, 2001 compared to Fiscal Year Ended December 31, 2000



The Companys activities of recent years have been funded through private placements and issuance of stock options for cash.  During the year ended December 31, 2001, no shares were issued for cash.  As at December 31, 2001, there were 9,666,163 shares issued and outstanding.



Freegolds working capital deficiency at December 31, 2001 was $35,489.  Subsequent to the year ended December 31, 2001, the company completed a private placement of 1,200,000 units at a price of $0.28 per unit for gross proceeds of $336,000.



Material Differences between Canadian and U.S. Generally Accepted Accounting Principles



The significant difference between Canadian and U.S. GAAP on the consolidated financial statements for the twelve months ended December 31, 2003 are as follows:



U.S. GAAP requires that mineral property acquisition costs and deferred exploration expenditures be written off as incurred, or until economically recoverable proven and probable reserves are identified, as which time further costs incurred may be deferred.  Mineral acquisition costs and deferred exploration expenditures during the 2003 year requires an adjustment of $822,840 to the loss reported under Canadian GAAP.



The loss under Canadian GAAP for the 2003 year was $1,177,923.  After adding mineral costs adjustment of $822,840, and a foreign exchange adjustment of $22,377, a loss under U.S. GAAP of $2,023,140 is reported.  The loss per share under Canadian GAAP is $0.06 as compared to a loss of $0.11 per share under U.S. GAAP.



The significant difference between Canadian and U.S. GAAP on the consolidated financial statements for the twelve months ended December 31, 2002 are as follows:



U.S. GAAP requires that mineral property acquisition costs and deferred exploration expenditures be written off as incurred, or until economically recoverable proven and probable reserves are identified, as which time further costs incurred may be deferred.  Mineral acquisition costs and deferred exploration expenditures during the 2002 year were $921,454, which requires an adjustment of $817,418 to the loss reported under Canadian GAAP.



The loss under Canadian GAAP for the 2002 year was $788,001.  After adding mineral costs adjustment of $817,418, a loss under U.S. GAAP of $1,605,419 is reported.  The loss per share under Canadian GAAP is $0.07 as compared to a loss of $0.14 per share under U.S. GAAP.



The significant difference between Canadian and U.S. GAAP on the consolidated financial statements for the twelve months ended December 31, 2001 are as follows:



U.S. GAAP requires that mineral property acquisition costs and deferred exploration expenditures be written off as incurred, or until economically recoverable proven and probable reserves are identified, at which time further costs incurred may be deferred. Mineral acquisition costs and deferred exploration expenditures during the 2001 year were $589,938, which requires an adjustment of $(3,569,442) to the loss reported

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under Canadian GAAP.



The loss under Canadian GAAP for the 2001 year was $4,271,711. After adding mineral costs adjustment of $(3,569,442), a loss under U.S. GAAP of $702,269  is reported.  The loss per share under Canadian GAAP is $ 0.46 as compared to a loss of $0.08 per share under U.S. GAAP.



C.

Research and Development, Patents and Licenses, etc.



As the Company is a mineral exploration company with no research and development, the information required by this section is inapplicable.



D.

Trend Information



As the Company is a mineral exploration company with no producing properties, the information required by this section is inapplicable.



E.

Off-Balance Sheet Arrangements



The Company does not have any off-balance sheet arrangements.



F.

Tabular Disclosure of Contractual Obligations



|Contractual
      Obligations(1)      |  | Payments
      Due By Period
|------------------------------------- |  | ----------------------------
|                                      |  | Total                       
|Operating Vehicle Lease
Obligation(2) |  | 13,369                      
|Office Lease (3)                      |  | 60,022                      
|Option Payment Settlement (4)         |  | 42,659                      
|Keystone Mineral Property Lease (5)   |  | 66,500                      
|Total                                 |  | $   182,550                 
|                                      |  |                             

1)

No mineral property payments or exploration expenditures are included in the above table as they are considered option payments solely exercisable at the option of the Company.  Only option payments that are legally binding have been included.  See note 5.



1)

A two-year vehicle operating lease agreement.



2)

Included in the above rent is its estimated proportionate share of property taxes and operating costs.



3)

Pursuant to a settlement agreement, the Company is obligated to pay US$30,000 before December 2005.



4)

Pursuant to an agreement for the Keystone claims, the Company is obligated to pay US$50,000 per year.  Only the first year is shown as the Company has the option to terminate the agreement.



G.

Safe Harbour



The Registration Statement includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act").  Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward looking statements".  Such statements are included, among other places in this Registration

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Statement, in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Business" and "Description of Property"; and, in particular the section entitled the "Almaden Property" as they involve the assessment, based upon certain assumption, concerning future events and conditions that the resources described can be profitably produced.  Forward-looking statements are based on expectations, estimated and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated.  These include, but are not limited to, the risks of mining industry (for example, operational risks of exploring for, developing and producing crude oil and natural gas, risks and uncertainties involving geology of mineral deposits, the uncertainty of reserve estimates and estimates relating to production volumes, cost and expense projections, potential cost overruns and health, safety and environmental risks), risks relating to the Company's properties (for example, lack of operating history and transportation), fluctuations in mineral prices and exchange rates and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures (collectively "Cautionary Statements").  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.



ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES





A.

Directors and Senior Management



The names and municipalities of residence of the directors and officers of the Company, positions held by them with the Company.  Following is a brief biographical summary and listing of their principal occupations for the past five years.



|Name, Municipality of Residence and Position Held  | Principal Occupation
for the Past Five Years                                                                                                                                                                                                                                         | Director of
the Company Since | Shares
Beneficially
Owned/Controlled
April 5/04(1)
|-------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------- | --------------------------------------------------
|Harry Barr(2)(3)
Canada

Chairman, CEO,
& Director | President, CEO, & Director of CanAlaska Ventures Ltd. (1989  present); President, CEO, & Director of Pacific North West Capital Corp. (1996  present); Director of El Nino Ventures Inc. (1999  present) and President (2003-present); and Director of Cinemage (1998  present). | 1985                          | 380,320                                           
|Bernard Barlin(2)
UK

Director                     | Director of CanAlaska Ventures Ltd. (1989  present) and Director of Pacific North West Capital Corp. (2000  present).                                                                                                                                                              | 1989                          | Nil                                               
|Colin Bird(4)
UK

President &
Director             | Managing Director of Lion Mining Finance Ltd. (1995  present); President & Director of MIT Ventures Corp. (1996  present) and Director of various other mining companies.                                                                                                          | 1996                          | 179,722                                           

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|Hubert Marleau(2)
Canada

Director    | President & CEO of Palos Capital Corp. (1998  present); Director of CanAlaska Ventures Ltd. (1996  present); Chairman of Marleau, Lemire Inc. (1989  1998) and Director of several other companies.                                                                          | 1996 | Nil  
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | -----
|Hans Von
Michaelis(2)(5)
US

Director | President of Randol International Ltd. (1977-present).                                                                                                                                                                                                                          | 2003 | Nil  
|Gordon Steblin(6)
Canada

Director    | Chief Financial Officer of Freegold Ventures Limited from 2002-present; CanAlaska Ventures Ltd., from 2002-present; Pacific North West Capital Corp. from 2002-Present; and El Nino Ventures Inc. from 2002-present, and director of El Nino Ventures from 2003-Present.        | 2003 | 6,700
|Taryn Downing(6)
Canada

Director     | Corporate Secretary of CanAlaska (1995-present); Director of CanAlaska (2002-present); Corporate Secretary of Pacific North West Capital Corp. (1998present); Corporate Secretary of El Nino Ventures Inc. (1999-present) and Director of El Nino Ventures Inc. (2000-present) | 2003 | 6,700



Notes:

(1)

This information has been furnished by the respective Directors.

(2)

Denotes member of the Audit Committee.

(3)

Mr. Barr was appointed Chairman of the Company and resigned as President of the Company on February 19, 1999.

(4)

Mr. Bird was appointed President of the Company on February 19, 1999.

(5)

Hans von Michaelis was appointed a Director of the Company on February 18, 2003.

(6)

Gordon Steblin and Taryn Downing resigned April 2, 2004.



Harry Barr, Bernard Barlin, Colin Bird, and Hubert Marleau are also Directors of CanAlaska Ventures Ltd. and as members of the Board of Directors of such company, one of them will be empowered to vote the shares of CanAlaska Ventures Ltd.



Harry Barr and Bernard Barlin are also Directors of Pacific North West Capital Corp. and as members of the Board of Directors of such company, one of them will be empowered to vote the shares of Pacific North West Capital Corp.



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B.

Compensation



Cash and Non-Cash Compensation  Executive Officers and Directors



Directors of the Company do not receive fees or other cash compensation in their capacity as directors.  The directors may be reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors.  Directors are also eligible to receive incentive stock options to purchase common shares of the Company.



The following table details the compensation paid to directors and officers.



|                                 |                 | Annual Compensation | Long Term Compensation
|-------------------------------- | --------------- | ------------------- | ----------------------
|                                 |                 |                     |                       
|Name and Principal Position

(a) | Year
Ended

(b) | Salary
($)

(c)     | Bonus
($)

(d)        
|Harry Barr
Chairman
and CEO      | 2003
2002
2001  | Nil
Nil
Nil         | Nil
Nil
Nil           
|Colin
Bird
President             | 2003
2002       | Nil
Nil             | Nil
Nil               
|Gordon Steblin
CFO               | 2003
2002       | Nil
Nil             | Nil
Nil               
|Taryn Downing
Secretary          | 2003
2002       | Nil
Nil             | Nil
Nil               
|                                 |                 |                     |                       



Notes



(1)

Consulting fees.

(2)

Accounting fees.

(3)

Corporate Secretarial fees

(4)

These options are granted to Canadian  Gravity Recovery Inc., 100% owned by Harry Barr.



Long Term Incentive Plan



The Company does not have a Long-term Incentive Plan for its Named Executive Officers.

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Termination of Employment, Change in Responsibilities and Management Contracts



Harry Barr is entitled to receive compensation from the Company through a management agreement (the Management Agreement) dated June 14, 1999.  The Management Agreement is renewable at three year periods with mutual consent subject to provisions for termination as to one year notice plus one additional month for each year of service.  Mr. Barr currently receives a fee of $8,640 per month.



The Compensation Committee is comprised of Hans von Michaelis, Hubert Marleau and Bernard Barlin.  Mr. Von Michaelis, Mr. Marleau and Mr. Barlin are unrelated Directors.  The Compensation Committee periodically reviews the compensation paid to Directors, management, and employees based on such factors as time commitment, comparative fee paid by other companies in the industry in North America and level of responsibility and the Companys current position as an exploration company with limited operating revenue.



Report on Executive Compensation



The Companys executive compensation program is administered by the Compensation Committee and is designed to provide incentives for the enhancement of shareholder value.  The overall objectives are to attract and retain qualified executives critical to the success of the Company, to provide fair and competitive compensation, to align the interest of management with those of shareholders and to reward corporate and individual performance.  The compensation package has been structured so as to link shareholder return, measured by the change in the share price, with executive compensation through the use of stock options as the primary element of variable compensation.  The Company does not currently offer long-term incentive plans or pension plans to its senior officers.



The Company anticipates that compensation for the Executive Officers will be the same for the Company's 2004 fiscal year as it was for the Company's 2003 fiscal year.



Compensation to Directors



Directors of the Company do not receive fees or other cash compensation in their capacity as directors.  The Directors may be reimbursed for actual expenses reasonably incurred in connection with the performance of their duties as directors.  Directors are also eligible to receive incentive stock options to purchase shares of the Company and for the financial year ended December 31, 2003 received those stock options described below under the heading Stock Options



STOCK OPTIONS



During the year ended December 31, 2003, there were 1,500,000 options granted 52,500 options cancelled, 73,750 options expired and 60,000 options exercised to Directors, officers and consultants pursuant to the Companys Stock Option Plan.  As of December 31, 2003 there were 2,979,500 outstanding stock options issued under the Companys Stock option Plan.



The following Options/SARs were granted to Named Executive Officers in the financial year ended December 31, 2003.



(a)

Options/SARs Grants During The Most Recently Completed Financial Year



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|Name                              | Securities Under Options/SARs Granted (#) | % of Total Options/SARs Granted to Employees in Financial Year | Exercise or Base Price ($/Security) | Market Value of Securities Underlying Options/SARs on the Date of Grant ($/Security) | Expiration Date
|--------------------------------- | ----------------------------------------- | -------------------------------------------------------------- | ----------------------------------- | ------------------------------------------------------------------------------------ | ---------------
|Canadian Gravity Recovery Inc.(1) | 250,000                                   | 19.2%                                                          | $0.48                               | $0.485                                                                               | Sept 10, 2008  
|Harry Barr                        | 250,000                                   | 9.2%                                                           | $0.48                               | $0.485                                                                               | Sept 10, 2008  
|Colin Bird                        | 50,000                                    | 3.8%                                                           | $0.48                               | $0.485                                                                               | Sept 10, 2008  
|Total                             | 550,000                                   |                                                                |                                     |                                                                                      |                



(1)Canadian GravityRecovery Inc. is a wholly-owned company of Harry Barr.



(b)

Options Granted to Directors, Non-Executive Insiders And Others During The Most Recently Completed Financial Year



|Optionees            | Number of Shares Subject to Options | Date of Grant | Exercise Price ($/Security) | Expiration Date
|-------------------- | ----------------------------------- | ------------- | --------------------------- | ---------------
|Directors / Officers | 200,000                             | Sept 10, 2003 | $0.48                       | Sept 10, 2008  
|Consultants          | 100,000                             | July 1, 2003  | $0.25                       | July 1, 2004   
|Consultants          | 100,000                             | Sept 1, 2003  | $0.48                       | Sept 1, 2004   
|Consultants          | 550,000                             | Sept 10, 2003 | $0.48                       | Sept 10, 2008  
|Total                | 950,000                             |               |                             |                



(c)

Options/Sars Exercised By Directors, Executive Officers, Non-Executive Insiders And Others During The Most Recently Completed Financial Year



|Optionee             | Number of Shares Exercised | Date of Grant | Exercise Price ($/Security) | Expiration Date
|-------------------- | -------------------------- | ------------- | --------------------------- | ---------------
|Directors / Officers | 60,000                     | Feb 28, 2000  | $0.50                       | Feb 28, 2005   



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(d)

Options/Sars Cancelled By Directors, Executive Officers, Non-Executive Insiders And Others During The Most Recently Completed Financial Year



|Optionee    | Number of Shares Cancelled | Date of Grant | Exercise Price ($/Security) | Expiration Date
|----------- | -------------------------- | ------------- | --------------------------- | ---------------
|Consultants | 22,500                     | Feb 11, 1998  | $0.50                       | Feb 11, 2005   
|Consultants | 5,000                      | Feb 28, 2000  | $0.50                       | Feb 28, 2005   
|Consultants | 25,000                     | Dec 31, 2002  | $0.50                       | Dec 31, 2007   
|Total       | 52,500                     |               |                             |                



Amendment to Stock Option Plan



Disinterested shareholders of the Company (being those shareholders who are not Insiders of the Company as that term is defined under the policies of the TSX) will be asked to approve, by simple majority of the disinterested shareholders, the amendment to the Companys Stock Option Plan (the Plan) to increase the maximum number of shares of the Company which may be allocated for issuance pursuant to incentive stock options under the Plan from 3,491,587 to 5,258,341 shares.  Insiders beneficially own 560,042 common shares of the Company which will be excluded for the purposes of the disinterested shareholder approval.



Upon receipt of disinterested shareholder approval to this amendment, the Company will seek approval to same from the TSX.  Both shareholder approval and TSX approval are required before the amendment to the Plan may be implemented.



The Company believes that awards under the Plan are an effective means of rewarding corporate and individual performance.  To provide the Company with the continued flexibility of granting such awards under the Plan, the Company is seeking approval from disinterested shareholders at the Meeting to increase the number of shares of the Company issuable under the Plan to a maximum of 5,258,341 shares, representing 20% of the issued and outstanding shares of the Company.



Defined Benefit Plans



The Company does not have, and at no time during its most recently completed financial year had, any defined benefit or actuarial plans in respect of which any of its Executive Officers were eligible to participate.



C.

Board Practices



Corporate governance relates to activities of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Company.  The Board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision making.  The Companys general approach to corporate governance is summarized below.



Effective April 20, 2004 the Board is currently composed of five directors.  All the proposed nominees are current directors.

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The Exchange Guidelines suggest that the board of directors of every listed company should be constituted with a majority of individuals who qualify as unrelated directors.  An unrelated director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the directors ability to act with a view to the best interests of the Company, other than interests and relationships arising from shareholding.  In addition, where a company has a significant shareholder, the Exchange Guidelines suggest that the board of directors should include a number of directors who do not have interests in either the Company or the significant shareholder.  Of the proposed nominees, three are considered by the Board to be unrelated within the meaning of the Exchange Guidelines.



Mandate of the Board of Directors



The mandate of the Board, as prescribed by corporate law, is to manage or supervise the management of the business and affairs of the Company and to act with a view to the best interests of the Company.  In doing so, the Board oversees the management of the Companys affairs directly and through its committees.  In fulfilling its mandate, the Board, among other matters, is responsible for reviewing and approving the Companys overall business strategies and its annual business plan, reviewing and approving the annual corporate budget and forecast, reviewing and approving significant capital investments outside the approved budget; reviewing major strategic initiatives to ensure the Companys proposed actions accord with shareholder objectives; reviewing succession planning; assessing managements performance against approved business plans and industry standards; reviewing and approving the reports and other disclosure issued to shareholders; ensuring the effective operation of the Board; and safeguarding shareholders equity interests through the optimum utilization of the Companys capital resources.



Meetings of the Board



The Board plans to meet at least quarterly to review, among other things, the performance of the Company.  Results are compared and measured against a previously established plan and performance in prior years.  The Board also holds a meeting each year to review and assess the Companys financial budget and business plan for the ensuing year and its overall strategic objectives.  This process establishes, among other things, benchmarks against which the Board may measure the performance of management.  Other meetings of the Board are called to deal with special matters as circumstances require.



Committee Responsibilities and Activities



Committees of the Board are an integral part of the companys governance structure.  There are three standing committees (the Committees), established to devote the necessary expertise and resources to particular areas, and to enhance the quality of discussion at Board meetings.  The Committees facilitate effective Board decision making by providing recommendations to the Board on matters within their respective responsibilities.  The Board believes that the Committees assist in the effective functioning of the Board and that the composition of the Committees should ensure that the views of unrelated and independent directors are effectively represented.



A summary of the responsibilities and activities and the membership of each of the Committees is set out below:



Audit Committee



The Audit Committee is comprised of Hans von Michaelis, Hubert Marleau, and Bernard Barlin.  Mr. Von Michaelis, Mr. Marleau and Mr. Barlin are unrelated Directors.  The Exchange Guidelines

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recommend that an audit committee be comprised only of outside directors.  The Audit Committee reviews and recommends to the Board for approval the annual financial statements and the annual report of the Company.  The quarterly financial statements of the Company are reviewed by the Audit Committee and the Board.  In addition, the Audit Committee is charged with the responsibility of monitoring the integrity of the Company internal controls and management information systems.  For the purposes of performing these duties, the members of the Audit Committee have the right, at all times, to inspect all of the books and financial records of the Company and to discuss with management and the auditors of the Company any accounts, records and matters relating to the financial statements of the Company.



The directors hold office for a term of one year or until the next annual general meeting of the Company, at which time all directors retire, and are eligible for re-election.



Compensation Committee



The Compensation Committee is comprised of Hans von Michaelis, Hubert Marleau and Bernard Barlin.  Mr. Von Michaelis, Mr. Marleau and Mr. Barlin are unrelated Directors.  The Compensation Committee periodically reviews the compensation paid to Directors, management, and employees based on such factors as time commitment, comparative fee paid by other companies in the industry in North America and level of responsibility and the Companys current position as an exploration company with limited operating revenue.



Corporate Governance Committee



The Corporate Governance Committee is responsible for reviewing matters relating to corporate governance and making recommendations to the Board with respect thereto.



This Committee meets at least once annually.  Currently, the members are Hans von Michaelis, Hubert Marleau, and Bernard Barlin who also constitute the Companys Audit Committee.



Nomination and Assessment



The Board determines new nominees to the Board, although a process has not been adopted.  The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and the President and Chief Executive Officer.  The Board monitors but does not formally assess the performance of individual Board members or committee members or their contributions.



Expectations of Management



The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity.  Management is expected to execute the Companys business plan and to meet performance goals and objectives.



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D.

Employees



During the fiscal year ended December 31, 2003, the Company had no employees and 10 consultants.



E.

Share Ownership



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



|Name                               | Number of Common Shares held at Dec 31, 2003 | Number of Options or Warrants Outstanding at Dec 31, 2003                                                                                                   | Exercise Price                                                    | Expiry Date                                                                                                                                       
|---------------------------------- | -------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------
|                                   |                                              |                                                                                                                                                             |                                                                   |                                                                                                                                                   
|293020 BC Ltd. (1)                 | 72,095                                       | 15,000 (warrant)
23,555 (warrant)
81,000 (option)                                                                                                           | $0.45
$0.55
$0.50                                                 | June 17, 2004
Oct 21, 2004
Feb 28, 2005                                                                                                           
|Canadian Gravity Recovery Inc. (1) | 252,375                                      | 248,322 (warrant)

200,000 (warrant)

32,222 (warrant)
2,500 (warrant)
33,334 (warrant)
104,000 (warrant)
81,000 (option)
150,000 (option)
250,000 (option) | $0.48
$0.60
$0.48
$0.60
$0.45
$0.45
$0.45
$0.55
$0.50
$0.50
$0.48 | May 18, 2004
May 18, 2005
July 5, 2004
July 5, 2005
June 17, 2004
June 17, 2004
July 18, 2004
Oct 21, 2004
Feb 28, 2005
Dec 31, 2007
Sept 10, 2008
|Harry Barr                         | 55,850                                       | 5,000 (warrant)
14,350 (warrant
6,250 (option)
250,000 (option)                                                                                             | $0.49
$0.55
$0.50
$0.48                                           | Dec 5, 2004
Nov 21, 2004
Feb 11, 2005
Sept 10, 2008                                                                                               
|Colin Bird                         | 179,722                                      | 87,500 (warrant)

11,111 (warrant)
5,000 (warrant)
43,750 (option)
2,500 (option)
100,000 (option)
50,000 (option)                                          | $0.48
$0.60
$0.45
$0.49
$0.50
$0.50
$0.50
$0.48                   | May 18, 2004
May 18, 2005
June 17, 2004
Dec 5, 2004
Feb 11, 2005
Feb 28, 2005
Dec 31, 2007
Sept 10, 2008                                          
|Taryn Downing                      | 6,700                                        | 2,500 (warrant)
11,000 (warrant)
3,350 (warrant)
12,500 (option)
21,250 (option)
50,000 (option)
60,000 (option)                                            | $0.45
$0.49
$0.55
$0.50
$0.50
$0.50
$0.48                         | June 17, 2004
Dec 5, 2004
Nov 21, 2004
Feb 11, 2005
Feb 28, 2005
Dec 31, 2007
Sept 10, 2008                                                       

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|Gordon Steblin | 6,700 | 2,500 (warrant)
10,000 (warrant)
3,350 (warrant)
12,500 (option)
18,750 (option)
50,000 (option)
60,000 (option) | $0.45
$0.49
$0.55
$0.50
$0.50
$0.50
$0.48 | June 17, 2004
Dec 5, 2004
Nov 21, 2004
Feb 11, 2005
Feb 28, 2005
Dec 31, 2007
Sept 10, 2008
|-------------- | ----- | ---------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | -------------------------------------------------------------------------------------------



(1)

293020 BC Ltd. and Canadian Gravity Recovery Inc. are wholly-owned companies of Mr. Harry Barr.



ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A.

Major Shareholders



The following table sets forth the share ownership of those persons holding greater than 5% of the Companys common shares held by such persons:



|Shareholder Name and Address                                       | Number of Shares Held | Percentage of Issued Shares
|------------------------------------------------------------------ | --------------------- | ---------------------------
|CDS & Company
25Esplanade
Box 1038, Station A
Toronto, ON  M5E 1W5 | 17,827,377            | 67.9%                      
|Anglo Alaska Gold Corp.
PO Box 80268
Fairbanks, AK  99708          | 1,600,000             | 6.1%                       



CDS & Co. is a depository, the Company has no knowledge as to the beneficial ownership of these shares.



B.

Related Party Transactions



There were no material transactions in the fiscal year ended December 31, 2003, or proposed material transactions between the Company or any of its subsidiaries, as previously disclosed and:



(a) 
enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company;

(b) 
associates;

(c) 
individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members or any such individuals family;

(d) 
key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including directors and senior management of companies and close members of such individuals families;

(e) 
enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c ) or (d) or over which such a person is able to exercise significant
influence including enterprises owned by directors of major shareholders of the Company and enterprises that have a member of key management in common with the Company.

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C.

Interests of Experts and Counsel



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



ITEM 8.

FINANCIAL INFORMATION



A.

Consolidated Statements and Other Financial Information



This Annual Report contains the consolidated financial statements for the Company for the fiscal year ended December 31, 2003 which contain an Audit Report dated February 19, 2004.



B.

Significant Changes



No significant change has occurred since the date of the annual financial statements included in this Annual Report on Form 20F.



ITEM 9.

THE OFFER AND LISTING



A.

Offer and Listing Details



The annual high and low market prices for the common shares of the Company on the Toronto Stock Exchange for each of the last five full financial years are as follows:



|December 31 | High (Cdn $) | Low (Cdn $) | Volume    
|----------- | ------------ | ----------- | ----------
|2003        | 0.68         | 0.205       | 11,480,637
|2002        | 0.51         | 0.04        | 19,733,319
|2001        | 0.22         | 0.03        | 9,571,573 
|2000        | 0.95         | 0.06        | 24,853,290
|1999        | 0.28         | 0.06        | 3,583,102 





The high and low market prices for the common shares of the Company on the Toronto Stock Exchange for each of the two most recently completed financial year for each quarter are as follows:



|December 31    | High (Cdn $) | Low (Cdn $) | Volume    
|-------------- | ------------ | ----------- | ----------
|               |              |             |           
|2003           |              |             |           
|First Quarter  | 0.64         | 0.39        | 2,484,576 
|Second Quarter | 0.40         | 0.205       | 956,263   
|Third Quarter  | 0.52         | 0.21        | 4,041,888 
|Fourth Quarter | 0.68         | 0.385       | 3,997,910 
|               |              |             |           
|2002           |              |             |           
|First Quarter  | 0.105        | 0.04        | 3,096,193 
|Second Quarter | 0.205        | 0.075       | 12,001,450
|Third Quarter  | 0.50         | 0.075       | 2,838,413 
|Fourth Quarter | 0.51         | 0.35        | 1,797,263 



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The high and low market prices for the common shares of the Company on the Toronto Stock Exchange for the six most recently completed months are as follows:



|December 31, 2003 | High (Cdn $) | Low (Cdn $) | Volume   
|----------------- | ------------ | ----------- | ---------
|                  |              |             |          
|March 2004        | 0.55         | 0.37        | 676,378  
|February 2004     | 0.56         | 0.43        | 584,243  
|January 2004      | 0.64         | 0.475       | 1,547,036
|December 2003     | 0.68         | 0.49        | 918,330  
|November 2003     | 0.65         | 0.47        | 1,535,350
|October 2003      | 0.67         | 0.385       | 1,544,230



On December 31, 2003 the closing price of the Common Shares of the Company on the Toronto Stock Exchange was $0.51 per share.



The Company has not, since the date of its incorporation, declared or paid any dividends on its Common Shares and does not currently intend to pay dividends.  Earnings will be retained to finance further exploration and development.



The following is the OTCBB trade history:



The annual high and low market prices for the common shares of the Company on the OTC Bulletin Board for each of the last five full financial years are as follows:



|December 31 | High (US $) | Low (US $) | Volume   
|----------- | ----------- | ---------- | ---------
|            |             |            |          
|2003        | 0.52        | 0.12       | 2,097,433
|2002        | 0.32        | 0.02       | 295,200  



*The Common Shares of the Company have been listed on the OTC Bulletin Board under trading symbol ITFMF since July 24, 2002 and under trading symbol FGOVF since September 4, 2002.



The high and low market prices for the common shares of the Company on the OTC Bulletin Board for each of the two most recently completed financial year for each quarter are as follows:



|December 31    | High (US $) | Low (US $) | Volume 
|-------------- | ----------- | ---------- | -------
|               |             |            |        
|2003           |             |            |        
|First Quarter  | 0.38        | 0.20       | 364,900
|Second Quarter | 0.45        | 0.12       | 340,100
|Third Quarter  | 0.41        | 0.18       | 606,300
|Fourth Quarter | 0.52        | 0.25       | 786,133
|               |             |            |        
|2002           |             |            |        
|First Quarter  | N/A         | N/A        | N/A    
|Second Quarter | N/A         | N/A        | N/A    
|Third Quarter  | 0.32        | 0.02       | 52,300 
|Fourth Quarter | 0.29        | 0.27       | 242,900



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The high and low market prices for the common shares of the Company on the OTC Bulletin Board for the six most recently completed months are as follows:



|December 31, 2003 | High (US $) | Low (US $) | Volume 
|----------------- | ----------- | ---------- | -------
|                  |             |            |        
|March 2004        | 0.39        | 0.285      | 174,742
|February 2004     | 0.51        | 0.35       | 259,000
|January 2004      | 0.51        | 0.355      | 356,346
|December 2003     | 0.51        | 0.42       | 169,333
|November 2003     | 0.52        | 0.38       | 362,800
|October 2003      | 0.50        | 0.25       | 254,000



On December 31, 2003 the closing price of the Common Shares of the Company on the OTC Bulletin Board was $0.42 per share.



The Company has not, since the date of its incorporation, declared or paid any dividends on its Common Shares and does not currently intend to pay dividends.  Earnings will be retained to finance further exploration and development.



|Total Number
of Registered Holders | Number of Registered
US Holders | Number of Common
Shares Held in US | Percentage of
Common Shares
|---------------------------------- | ------------------------------- | ---------------------------------- | ---------------------------
|327                                | 115                             | 3,781,256                          | 14.40%                     



A substantial number of Common Shares are held by depositaries, brokerage firms and financial institutions in "street names".  Based on inquiries made by the Company and on the number of annual reports and proxy statements requested by such nominees, management of the Company estimates that the number of beneficial holders of Common Shares exceed of which the Company estimates in excess of are U.S. persons.



The computation of the number and percentage of Common Shares held in the United States is based upon the number of Common Shares held by record holders with United States addresses.  United States residents may beneficially own Common Shares held of record by non-United States residents.



B.

Plan of Distribution



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



C.

Markets



The Companys common shares have traded on the TSX Venture Exchange since March 11, 1987 under the trading symbol ITF.  Since May 19, 1998 the Companys common shares have traded on the Toronto Stock Exchange under the trading symbol ITF.  The Company was also listed on the OTCBB since July 24, 2002 under the trading symbol ITFMF and since September 4, 2002 under the trading symbol FGOVF.



D.

Selling Shareholders



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



E.

Dilution

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



F.

Expenses of the Issue



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



ITEM 10.

ADDITIONAL INFORMATION



A.

Share Capital





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



B.

Memorandum and Articles of Association



The Company was incorporated on July 22, 1985, under the name FreeGold Recovery Inc., under the laws of the Province of Alberta.  On August 21, 1991, the Company continued out of the Province of Alberta into the Province of British Columbia.  On November 25, 1993, the Company changed its name to International Freegold Mineral Development Inc. and consolidated its share capital on a six old common shares for one new common share basis.  On December 3, 2002 the Company changed its name to Freegold Ventures Limited and consolidated its share capital on a four old common shares for one new common share basis.  In this Annual Report the Company means Freegold Ventures Limited and, except where the context so requires, its subsidiary.



The Company carries out its operations in Alaska and Idaho through its wholly-owned subsidiary, Free Gold Recovery, U.S.A.  Free Gold Recovery U.S.A., Inc. was incorporated on November 12, 1985, under the laws of the State of Nevada and was granted a Certificate of Authority to transact business in the State of Alaska on December 18, 1995, under the name FreeGold Recovery Inc. USA.  In this Annual Report Free Gold Recovery U.S.A. means both Free Gold Recovery, U.S.A. and FreeGold Recovery Inc. USA .  The Company is the sole shareholder of Free Gold Recovery U.S.A.



C.

Material Contracts



See Exhibits



D.

Exchange Controls



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.  See "Item 7. "Taxation".



There is no limitation imposed by Canadian law or by the constituent documents of the Company on the right of a non-resident to hold or vote Common Shares, other than are provided in the Investment Canada Act (Canada).  The following summarizes the principal features of the Investment Canada Act (Canada).



The Investment Canada Act (Canada) requires certain "non-Canadian" individuals, governments, corporations or other entities who wish to acquire a "Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as "Investment Canada".  The

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Investment Canada Act requires that certain acquisitions of control by a Canadian business by a "non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is "likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act.  Only acquisitions of control are reviewable under the Investment Canada Act; however, the Investment Canada Act provides detailed rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control.  Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition which has been completed, the acquired Canadian business be divested.  Failure to comply with the review provisions of the Investment Canada Act could result in, among other things, an injunction or a court order directing disposition of assets or shares.



E.

Taxation



A brief description of certain provisions of the tax treaty between Canada and the United States is included below, together with a brief outline of the taxes, including withholding provisions to which United States security holders are subject under existing laws and regulations of Canada and the United States; the consequences, if any, of state and local taxes are not considered.  The following information is general and security holders should seek the advice of their own tax advisors, tax counsel or accountants with respect to the applicability or effect on their own taxes.  The Company has not paid dividends on the common shares in any of its last five fiscal years, and has no plans to pay dividends in the immediate future.



Canadian federal tax legislation would require a 25% withholding from any dividends paid or deemed to be paid to the Company's non-resident shareholders.  However, individual shareholders resident in the United States would generally have this rate reduced to 5% through the tax treaty between Canada and the United States.  The amount of stock dividends paid to non-residents of Canada would be subject to withholding tax at the same rate as cash dividends.  The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the stated capital of the Company had increased by reason of the payment of such a dividend.  Interest paid or deemed to be paid on the Company'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 and any applicable tax treaty, provided that the U.S. shareholder has not resided in Canada in the ten years immediately preceding the disposition.



Under the present legislation in the United States, the Company is generally not subject to United States back-up withholding rules, which would require withholding at a rate of 20% on dividends and interest paid to certain United States persons who have not provided the Company with a taxpayer identification number, provided that the U.S. shareholder has not resided in Canada in the ten years immediately preceding the disposition.



Gains derived from a disposition of shares of the Company by a non-resident shareholder will be subject to tax in Canada only if not less than 25% of any class of shares of the Company was owned by the non-resident shareholder and/or persons with whom the non-resident did not deal at arm's length at any time during the five year period immediately preceding the disposition.  In such cases, gains derived by a U.S. shareholder from a disposition of shares of the Company would likely be exempt from tax in Canada by virtue of the Canada-U.S. tax treaty, provided that the U.S. shareholder has not resided in Canada in the ten years immediately preceding the disposition.



This discussion is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to the United Sates federal income tax consequences to any such holder or prospective holder is made.  Shareholders and prospective shareholders should therefore consult their own tax advisors with respect to

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the effect of these taxes in their particular circumstances.



Canadian Federal Income Tax Consequences



The following is a discussion of the material Canadian federal income tax consequences applicable to a holder of Common Shares who is a resident of the United States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his Common Shares in connection with carrying on a business in Canada (a non-resident holder).  Accordingly, shareholders and prospective investors should consult their own tax advisors for advice regarding their individual tax consequences.



This summary is based upon the current provisions of the Income Tax Act (Canada) (the ITA), the regulations thereunder (the Regulations), the current publicly announced administrative and assessing policies of Revenue Canada, Taxation, and all specific proposals (the Tax Proposals) to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof.  This summary assumes that the Tax Proposals will be enacted in their form as of the date of this Form 20-F Annual Report.



Dividends



Dividends paid on the Common Shares to a non-resident holder will be subject to withholding tax.  The Canada-U.S. Income Tax Convention (1980) (the Treaty) provides that the normal 25% withholding tax rate under the ITA is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to beneficial owners of the dividends who are residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation that is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend.



Capital Gains



Under the ITA, a taxpayers capital gain or capital loss from a disposition of a Common Share is the amount, if any, by which his proceeds of disposition exceed (or are exceeded by) the aggregate of his adjusted cost base of the share and reasonable expenses of disposition.  Three-quarters of a capital gain (the taxable capital gain) is included in income, and three-quarters of a capital loss in a year (the allowable capital loss) is deductible from taxable capital gains realized in the same year.  The amount by which a shareholders allowable capital loss exceeds his taxable capital gains in a year may be deducted from a taxable capital gain realized by the shareholder in the three previous or any subsequent year, subject to certain restrictions in the case of a corporate shareholder and subject to adjustment when the capital gains inclusion rate in the year of disposition differs from the inclusion rate in the year the deduction is claimed.



A non-resident of Canada is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a public corporation unless the share represents taxable Canadian property to the holder thereof.  The Company is a public corporation for purposes of the ITA and a Common Share will be taxable Canadian property to a non-resident holder if, at any time during the period of five years immediately preceding the disposition, the non-resident holder, persons with whom the non-resident holder did not deal at arms length, or the non-resident holder and persons with whom he did not deal at arms length together owned not less than 25% of the issued shares of any class of shares of the Company.



Where a non-resident holder who is an individual ceased to be resident in Canada, and at the time he ceased to be a Canadian resident elected to have his Common Shares treated as taxable Canadian property, he will be subject to Canadian tax on any capital gain realized on disposition of the Common Shares, subject to the relieving provisions of the Treaty described below.  The Common Shares may also be taxable Canadian property to a holder if the holder acquired them pursuant to certain rollover transactions.  This would

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include transactions under Sections 85 and 87 of the ITA which apply to share for share and amalgamation transactions.



Where a U.S. resident holder realizes a capital gain on a disposition of Common Shares that constitute taxable Canadian property, the Treaty relieves the non-resident shareholder from liability for Canadian tax on such capital gains 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 from natural resources;



(b)

the non-resident holder is an individual who was resident in Canada for not less than 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 ceased to be resident in Canada or are property substituted for property that was owned at that time; or



(c)

the shares formed part of the business property of a permanent establishment or pertained to a fixed base used for the purpose of performing independent personal services that the shareholder has or had in Canada within the 12 months preceding the disposition.



Notwithstanding the potential exemption from Canadian tax provided under the Treaty, where a non-resident of Canada disposes of Common Share that are taxable Canadian property, the non-resident is required to file a Canadian income tax return in respect of such dispositions.



United States Federal Income Tax Consequences



The following is a discussion of all material United States Federal income tax consequences, under current law, that may be applicable to a U.S. Holder (as defined below) 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 "Canadian Federal Income Tax Consequences" above.)



The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended to the date hereof (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.  In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any future legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.  Shareholders and prospective investors should consult their own tax advisors for advice regarding their individual tax consequences.



U.S. information reporting requirements may apply with respect to the payment of dividends to U.S. Holders of the Company's shares.  Under Treasury regulations currently in effect, non-corporate holders may be subject to backup withholding at a 31% rate with respect to dividends when such holder (1) fails to furnish or certify a correct taxpayer identification number to the payor in the required manner; and (2) is notified by the IRS that it has failed to report payments of interest or dividends properly; or (3) fails, under certain circumstances, to certify that it has been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments.

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U.S. Holders



As used herein, a "U.S. Holder" is a holder of Common Shares of the Registrant who or which is a citizen or individual resident (or is treated as a citizen or individual resident) of the United States for federal income tax purposes, a corporation or partnership created or organized (or treated as created or organized for federal income tax purposes) in or under the laws of the United States or any political subdivision thereof, or a trust or estate the income of which is includable in its gross income for federal income tax purposes without regard to its source, if, (i) a court within the United States is able to exercise primary supervision over the administration of the trust and (ii) one or more United States trustees have the authority to control all substantial decisions of the trust.  For purposes of this discussion, a U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers and Holders who acquired their stock through the exercise of employee stock options or otherwise as compensation.



Distributions on Common Shares of the Company



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 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 United States Federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's United States 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 the Common Shares.  Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.



Dividends paid on the Common Shares of the Registrant 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 may, under certain circumstances, be entitled to a 70% 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) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Registrant.  The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.



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 a deduction or a tax credit for such foreign tax paid or withheld.  It will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax.  This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate shares 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 world-wide taxable income.  In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign

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and domestic sources.  Complex rules govern this classification process.  There are further limitations on the foreign tax credit for certain types of income such as "passive income", "high withholding tax interest", "financial services income", "shipping income", and certain other classifications of income.  The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of Common Shares of the Registrant should consult their own tax advisors regarding their individual circumstances.



Disposition of Common Shares of the Registrant



A U.S. Holder will recognize gain or loss upon the sale of Common Shares of the Registrant equal to the difference, if any, between the amount of cash plus the fair market value of any property received, and the Holder's tax basis in the Common Shares of the Registrant.  This gain or loss will be capital gain or loss if the Common Shares are a capital asset in the hands of the U.S. Holder unless the Registrant were to become a controlled foreign corporation.  For the effect on the Registrant of becoming a controlled corporation, see "Controlled Foreign Corporation Status" below.  Any capital gain will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders which are individuals, 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 which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.



Other Considerations for U.S. Holders



In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of Common Shares of the Registrant:



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, actually or constructively, 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 was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Registrant would be treated as a "foreign personal holding company." In that event, U.S. Holders that hold Common Shares of the Registrant would be required to include in income for such year their allocable portion of the Registrant's passive income which would have been treated as a dividend had that passive income actually been distributed.  To the best knowledge of the Registrant, it is not and has never been a Foreign Personal Holding Company.



Foreign Investment Company



If 50% or more of the combined voting power or total value of the Registrant's outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Registrant is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Registrant might be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging Common Shares of the Registrant to be treated as ordinary income rather than capital gains.  To the best knowledge of the Registrant, it is not and has never

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been a Foreign Investment Company.



Passive Foreign Investment Company



A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a passive foreign investment company ("PFIC") is subject to U.S. federal income taxation of that foreign corporation under one of two alternative tax methods at the election of each such U.S. Holder.  U.S. investors who invest in the Company will be subject to U.S. taxation at possibly adverse or higher rates and under a system that may be more complicated and unfamiliar to them.  The directors of the Registrant believe that the Company has and does qualify as a Passive Foreign Investment Company for U.S. shareholders.



Section 1296 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by value (or, if the company is a controlled foreign corporation or makes an election, adjusted tax basis), of its assets that produce or are held for the production of "passive income" is 50% or more.  For taxable years of U.S. persons beginning after December 31, 1997, and for tax years of foreign corporations ending with or within such tax years, the Taxpayer Relief Act of 1997 provides that publicly traded corporations must apply this test on a fair market value basis only.  The Registrant believes that it is a PFIC.



As a PFIC, each U.S. Holder must determine under which of the alternative tax methods it wishes to be taxed.  Under one method, a U.S. Holder who elects in a timely manner to treat the Registrant as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Registrant's qualifies as a PFIC on his pro-rata share of the Registrant's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the U.S. Holder's taxable year in which (or with which) the Registrant taxable year ends, regardless of whether such amounts are actually distributed.



A QEF election also allows the Electing U.S. Holder to (i) treat any gain realized on the disposition of his Common Shares (or deemed to be realized on the pledge of his Common Shares) as capital gain; (ii) treat his share of the Registrant's net capital gain, if any, as long-term capital gain instead of ordinary income, and (iii) either avoid interest charges resulting from PFIC status altogether (see discussion of interest charge below), 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 Electing U.S. Holder is not a corporation, such an interest charge would be treated as "personal interest" that is not deductible at all in taxable years beginning after 1990.



The procedure a U.S. Holder must comply with in making an timely QEF election will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which the Registrant is a PFIC.  If the U.S. Holder makes a QEF election in such first year, (sometimes referred to as a "Pedigreed 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 its tax return for such first year.  If, however, the Registrant qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder must also elect to recognize as an "excess distribution" (i) under the rules of Section 1291 (discussed below), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the application date or (ii) if the Registrant is a controlled foreign corporation ("CFC"), the Holder's pro rata share of the corporation's earnings and profits. (But see "Elimination of Overlap Between Subpart F Rules and PFIC Provisions").

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Either the deemed sale election or the deemed dividend election will result in the U.S. Holder being deemed to have made a timely QEF election.



With respect to a situation in which a Pedigreed QEF election is made, if the Registrant no longer qualifies as a PFIC in a subsequent year, normal Code rules and not the PFIC rules will apply.



If a U.S. Holder has not made a  QEF Election at any time(a "Non-electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reason of a pledge) of his Common Shares and (ii) certain "excess distributions", as specially defined, by the Registrant.



A Non-electing U.S. Holder would be required to pro-rate all gains realized on the disposition of his Common Shares and all excess distributions over the entire holding period for the Common Shares.  All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to the first taxable year of the Registrant during such U.S. Holder's holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income.  The Non-electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year.  A Non-electing U.S. Holder that is not a corporation must treat this interest charge as "personal interest" which, as discussed above, is wholly non-deductible.  The balance 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.



If the Registrant is a PFIC for any taxable year during which a Non-electing U.S. Holder holds Common Shares, then the Registrant will continue to be treated as a PFIC with respect to such Common Shares, even if it is no longer by definition 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 Common Shares had been sold on the last day of the last taxable year for which it was a PFIC.



Under Section 1291(f) of the Code, the Department of the Treasury has issued proposed regulations that would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Holders that are not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death.



If a U.S. Holder makes a QEF Election that is not a Pedigreed Election (i.e., it is made after the first year during which the Registrant is a PFIC and the U.S. Holder holds shares of the Registrant) (a "Non-Pedigreed Election"), the QEF rules apply prospectively but do not apply to years prior to the year in which the QEF first becomes effective.  U.S. Holders should consult their tax advisors regarding the specific consequences of making a Non-Pedigreed QEF Election.



Certain special adverse rules will apply with respect to the Common Shares while the Registrant is a PFIC whether or not it is treated as a QEF.  For example under Section 1297(b)(6) of the Code (as in effect prior to the Taxpayer Relief Act of 1997), 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 stock.



The foregoing discussion is based on currently effective provisions of the Code, existing and proposed regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change.  Any such change could affect the validity of this discussion.  In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect.  There can be no assurance that any of these proposals will be enacted or promulgated, and if so, the form they will take or the effect that they may

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have on this discussion.  Accordingly, and due to the complexity of the PFIC rules, U.S. Holders of the Registrant are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in the Registrant.  For a discussion of the impact of the Taxpayer Relief Act of 1997 on a U.S. Holder of a PFIC, see "Mark-to-Market Election For PFIC Stock Under the Taxpayer Relief Act of 1997" and "Elimination of Overlap Between Subpart F Rules and PFIC Provisions" below.



Controlled Foreign Corporation Status



If more than 50% of the voting power of all classes of stock or the total value of the stock of the Registrant is owned, directly or indirectly, by U.S. Holders, each of whom own 10% or more of the total combined voting power of all classes of stock of the Registrant, the Registrant would be treated as a "controlled foreign corporation" or "CFC" under Subpart F of the Code.  This classification would bring into effect many complex results including the required inclusion by such 10% U.S. Holders in income of their pro rata shares of "Subpart F income" (as defined by the Code) of the Registrant and the Registrant's earnings invested in "U.S. property" (as defined by the Code).  In addition, under Section 1248 of the Code, gain from the sale or exchange of Common Shares of the Registrant by such a 10% U.S. Holder of Registrant at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of earnings and profits of the Registrant attributable to the stock sold or exchanged.  Because of the complexity of Subpart F, and because the Registrant may never be a CFC, a more detailed review of these rules is beyond of the scope of this discussion.



F.

Dividends and Paying Agents



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



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G.

Statements by Experts



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



H.

Documents on Display



Any documents referred to in this Annual Report may be inspected at the head office of the Company, 2303 West 41st Avenue, Vancouver, British Columbia V6M 2A3, during normal business hours.



I.

Subsidiary Information



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



ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



The Company anticipates its primary market risk, if any, to be related to fluctuations in exchange rates. Exchange rate risk may arise if the Company is required to use different currencies for various aspects of its operations.  At present, the functional currency for the Company is the Canadian dollar.  Based on the Companys overall exchange rate risk as at December 31, 2003, the Company believes that a ten percent change in exchange rates would not have a material adverse effect on its financial position, results of operations, or changes in financial position.  The Company intends to monitor its exchange rate risk and take reasonable steps to reduce its exposure.  The Company does not intend to purchase or sell derivative instruments for speculative purposes.



ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



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





PART II



ITEM 13.

DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES



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



ITEM 14.

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



ITEM 15.

CONTROLS AND PROCEDURES



ITEM 16.

[Reserved]



ITEM 16A.

AUDIT COMMITTEE FINANCIAL REPORT

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The Board of Directors has determined that the Company does have an audit committee financial expert being Mr. Hubert Marleau.



ITEM 16B:

CODE OF ETHICS



The Company has adopted a code of ethics that applies to the Companys principal executive officer and principal financial officer and will provide to any person without charge, upon request by mail but may also be made by telephone, telecopier or other electronic means of communication, a copy of such code of ethics.

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CERTIFICATE OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER

AND THE CHIEF FINANCIAL OFFICER





In my role as Chief Executive Officer (CEO) or Chief Financial Officer (CFO) of Freegold Ventures Limited (the Company), I have adhered to and advocated to the best of my knowledge and ability the following principles and responsibilities governing professional conduct and ethics:

1.            Act with honesty and integrity, handling in an ethical manner any actual or apparent conflicts of interest between personal and professional relationships.  A conflict of interest exists when an individuals private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company.



2.            Provide constituents with information that is accurate, complete, objective, relevant, timely and understandable.  If I am the CEO or CFO, I shall review the Companys annual reports before certifying and filing them with the SEC.



3.            Comply with all applicable laws, rules and regulations of federal, provincial, territorial, state and local governments, and other appropriate private and public regulatory agencies.



4.            Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing my independent judgment to be subordinated.



5.            Respect the confidentiality of information acquired in the course of business except when authorized or otherwise legally obligated to disclose the information.  I acknowledge that confidential information acquired in the course of business is not to be used for personal advantage.



6.            Promote ethical behavior among employees at the Company and as a responsible partner with industry peers and associates.



7.            Maintain control over and responsibly manage all assets and resources employed or entrusted to me by the Company.



8.            Report illegal or unethical conduct by any director, officer or employee that has occurred, is occurring or may occur, including any potential violations of the Companys Code of Business Conduct and Ethics (the Code).  Such report shall be made to the Audit Committee of the Board of Directors and shall include conduct of a financial or non-financial nature.



9.            Comply with the Code.  I understand that if I violate any part of the Code, I will be subject to disciplinary action.



I understand that the Code is subject to all applicable laws, rules and regulations.



I understand that there shall be no waiver of, modification of, or change to any part of the Code except by a vote of the Board of Directors or a designated Board committee.  In the event that a waiver of, modification of, or a change to the Code is granted, then the notice of the waiver, modification and/or change shall be posted on the Companys website within five business days of the Board of Directors or designated Board committees vote or shall be disclosed otherwise as required by applicable law or Stock Exchange or SEC rules.  Notices posted on the Company website shall remain there for a period of 12 months and shall be retained in the Companys files as required by law.

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Harry Barr



_________________________________

Harry Barr

Chief Executive Officer





Gordon Steblin

_________________________________



Gordon Steblin

Chief Financial Officer









April 21, 2004







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ITEM 16C:

PRINCIPAL ACCOUNTANT FEES AND SERVICES



Applicable but the Company not providing all text, will provide upon request.



ITEM 16D:

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES



ITEM 16E:

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS



PART III

ITEM 17.

FINANCIAL STATEMENTS



See the Financial Statements and Exhibits listed in Item 9 hereof and filed as part of this Annual Report.



ITEM 18.

FINANCIAL STATEMENTS



Not applicable



ITEM 19.

EXHIBITS



(a)

Financial Statements



Description of Document



Cover Sheet

Managements Responsibility for Financial Reporting

Auditors Report dated February 19, 2004.

Consolidated Balance Sheet as at December 31, 2003 and 2002

Consolidated Statements of Changes in Shareholders Equity for the Fiscal Years Ended

December 31, 2003, 2002 and 2001

Consolidated Statement of Loss for the Fiscal Years Ended

December 31, 2003, 2002 and 2001, and cumulative amounts since inception to December 31, 2003

Consolidated Statement of Cash Flows for the Fiscal Years Ended

December 31, 2003, 2002 and 2001, and cumulative amounts since inception to December 31, 2003

Consolidated Schedule of Mineral Property Costs for the Fiscal Years Ended

December 31, 2003 and 2002

Notes to Consolidated  Financial Statements



(b)

Property Reports



i)

Executive Summary Report for the Rob Gold Property, Goodpaster Mining District, Alaska, U.S.A. dated April 5, 2004.

ii)

Consent of Author dated April 5, 2004, of the Executive Summary Report for the Rob Gold Property.

iii)

Executive Summary Report for the Union Bay PGE Property, Ketchikan Mining District, Alaska, U.S.A. dated April 6, 2004.

iv)

Consent of Author dated April 6, 2005, of the Executive Summary Report for the Union Bay PGE Property.



(c)

Exhibits

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The following exhibits are filed as part of this Annual Report.



Amendment to the Union Bay Option Agreementdated April 2, 2003 between the Company and Pacific North West Capital Corp.



Joint Venture Agreementdated May 21, 2003 between the Company, Lonmin PLC and Pacific North West Capital Corp.



Property Option Agreement dated August 28, 2003 between the Company and CanAlaska Ventures Ltd. and CanAlaska Resources Ltd. USA



Joint Venture Agreement dated January 23, 2004 between the Company and Meridian Minerals Corp. *Please note that portions of this exhibit have been omitted and confidential treatment has been requested for those sections.



*All listed Exhibits have been previously filed:



Financial Advisory Agreement dated June 5, 2002 between the Company and Loewen, Ondaatje, McCutcheon Limited.



Quit Claim Deed Agreement Yeager Property, Alaska dated July 9, 2002 between the Company and Anglo Alaska Gold Corp.



Quit Claim Deed Agreement Rob Property, Alaska dated July 9, 2002 between the Company and Anglo Alaska Gold Corp.



Property Option Agreement dated October 1, 2002 between the Company and Freegold Recovery USA and Pacific North West Capital Corp.



Amended Agreement dated November 30, 2001 to the Mining Lease dated May 15, 2000 between the Company and Keystone Mines Partnership



Mining Lease dated May 15, 2000 between the Company and Keystone Mines Partnership.



Confidentiality Agreement dated January 25, 2001 between the Company and Quaterra Resources Inc.



Property Agreement dated April 17, 2001 between the Company and Quaterra Resources Inc.



Purchase Agreement dated April 17, 2001 between the Company and Bakbone Software Incorporated to purchase Ican Minerals Inc. and Canu Resources Inc.



Voluntary Pooling and Voting Trust Agreement dated May 31, 2001 between the Company and Bakbone Software Incorporated for the purchase of Ican Minerals Inc. and Canu Resources Inc.



Letter Agreement dated November 16, 2001 between the Company and Pacific North West Capital Corp.



Confidential Agreement dated September 8, 2000 between the Company and Impala Platinum Holdings Limited known as the Tonsina Project Chitina Mining District, Alaska.

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Confidential Agreement dated September 8, 2000 between the Company, known as the Union Bay Project, Ketchikan Mining District, Alaska.



Letter Agreement dated January 27, 2000 between the Company and Freegold Recovery Inc., USA and Ahtna Minerals Company Inc.



Letter Agreement dated January 27, 2000 between the Company and Freegold Recovery Inc., USA and Ahtna Minerals Company Inc. terminated December 6, 2000.



Finders Fee Agreement dated March 16, 2000 between the Company and Glenn Tripp.



Finders Fee Agreement dated March 17, 2000 between the Company and Glenn Tripp.



Finders Fee Agreement dated March 18, 2000 between the Company and Glenn Tripp.



Finders Fee Agreement dated March 24, 2000 between the Company and Scott Jobin-Bevans.



Finders Fee Agreement dated March 24, 2000 as amended June 5, 2000 between the Company and Scott Jobin-Bevans.



Finders Fee Agreement dated March 24, 2000 between the Company and Scott Jobin-Bevans.



Finders Fee Agreement dated June 5, 2000 between the Company and Scott Jobin-Bevans.



Finders Fee Agreement dated June 5, 2000 between the Company and Scott Jobin-Bevans.



Property Purchase Agreement dated March 31, 2000 between the Company and Richard Rintala, Cecil Johnson, and Scott Jobin-Bevans.



Property Purchase Agreement dated March 31, 2000 between the Company and Richard Rintala, Cecil Johnson, and Scott Jobin-Bevans terminated November 1, 2000.



Property Purchase Agreement dated March 17, 2000 between the Company and Gary Kosy and David Krachuk.



Property Purchase Agreement dated March 17, 2000 between the Company and Gary Kosy and Barry McCombe.



Property Purchase Agreement dated April 3, 2000 between the Company and Zenon Mandziuk.



Property Purchase Agreement dated April 17, 2000 between the Company and Gary Kosy and Martyn Harrington.



Property Purchase Agreement dated May 4, 2000 between the Company and Gary Kosy and Martyn Harrington.



Property Purchase Agreement dated April 4, 2000 between the Company and Gary Kosy and Martyn Harrington.



Property Purchase Agreement dated March 6, 2000 between the Company and Larry Gervais and Ron Daigneault.

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Property Purchase Agreement dated March 6, 2000 between the Company and Larry Gervais and Ron Daigneault as amended May 5, 2000.



Property Purchase Agreement dated March 6, 2000 between the Company and Larry Gervais and Ron Daigneault as amended May 5, 2000 dated as of the 19th day of December 2000.



Certificate of Name Change dated November 25, 1993



Special Resolutions dated October 27, 1993



Certificate of Good Standing dated February 21, 1992



Certificate of Continuation dated August 31, 1991



Instrument of Continuation



Certificate of Discontinuance dated August 21, 1991



Letter dated July 29, 1991



Certificate of Status dated June 10, 1991



Certificate of Incorporation



Articles of Incorporation



By-Laws as amended



Letter Agreement dated February 24, 1997, between the Company and Marleau, Lemire Securities Inc., setting out the terms of the agency agreement between the two parties.



Barrick Agreement dated May 16, 1997, between the Company and Barrick Gold Corporation.



Shareholders Agreement dated June 17, 1997 between Barrick and the Company.



Letter Agreement dated June 16, 1997  between La Teko Resources Ltd. and the Company terminating agreement of July 19, 1994.



Declaration, Acknowledgment and Agreement dated June 12, 1997, between the Company and Freegold Recovery USA.



Letter Agreementdated September 9, 1996 between Cartaway Resources Corporation, International CanAlaska Resources Ltd. and the Company.



Fairbanks Assignment Agreement dated May 9, 1997 between Fairbanks and the Company.



Quitclaim Deed dated May 12, 1997 between Fairbanks Exploration, Inc. and Freegold Recovery, Inc. USA.



Letter Agreement dated April 11, 1996 between the Company and C.M. Oliver & Company Limited.

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Two Mineral Lease Agreements dated May 2, 1995 and June 15, 1995 between the Company, R. Scott Haskins & L. Haskins and V. Hart and Free Gold Recovery Ltd. U.S.A.



Mineral Lease Agreement dated July 1, 1986, as amended July 23, 1991, between Fairbanks and Grace Vetter, the estate of Adolph Vetter, and Harley McKibben.



Mineral Lease Agreement dated February 28, 1986, as amended March 26, 1996, between Earl H. Breistline and Fairbanks.



Mineral Lease Agreement dated June 27, 1987, as amended August 25, 1991, between Mohawk Oil and Gas Inc. and Fairbanks.



Mineral Lease Agreement dated May 17, 1992 between Keystone Mines Partnership, Fairbanks, the Company.



Assignment Agreement dated December 13, 1995 as amended February 28, 1996 between Compass Capital Ltd. and the Company.



Mineral Property Option Agreement dated May 6, 1996 between the Company, ICAN Minerals Inc., ICAN Minerals Ltd. and Canu Resources, Inc.



Letter Agreementdated July 19, 1995 between the Company, International CanAlaska Resources Ltd. and Emerging Growth Technologies Inc.



Agreement dated June 12, 1995 between the Company and Triassic Properties Ltd.



Escrow Agreement dated September 16, 1985 between the Company, National Trust Company and Harry Gordon Barr.



Escrow Agreement dated February 26, 1987 between the Company, Harry Gordon Barr, Kelly Dolphin and National Trust Co.



Escrow Assumption Agreement dated July 30, 1992 between the Company, National Trust Company and The R-M Trust Company.



Consulting Agreement dated March 29, 1996 between the Company and Lion Mining Finance Limited.



Voluntary Pooling and Voting Trust Agreement dated May 30, 1998 between The Shareholders of Freegold Ventures Limited and represented by Lion Capital Corporation, as power of attorney, and which has executed this Agreement on behalf of the Shareholders and Freegold Ventures Limited and CIBC Mellon Trust Company.







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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



CERTIFICATION OF C.E.O AND C.F.O PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 20F of Freegold Ventures Limited for the year ending December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacity and date indicated below, hereby certifies that:



1.

I have reviewed this annual report on Form 20F of Freegold Ventures Limited;



2.

Based on my knowledge, this annual 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 annual 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 annual report.



4.

The companys other certifying officer(s) 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.





5.

The companys other certifying officer(s) and I have disclosed, based on our more 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):



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.







DATED:

April 21, 2004



FREEGOLD VENTURES LIMITED



Harry Barr

Per:  
_________________________________



Harry Barr



Chief Executive Officer



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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



CERTIFICATION OF C.E.O AND C.F.O PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the accompanying Annual Report on Form 20F of Freegold Ventures Limited for the year ending December 31, 2003, as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacity and date indicated below, hereby certifies that:



1.

I have reviewed this annual report on Form 20F of Freegold Ventures Limited;



2.

Based on my knowledge, this annual 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 annual 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 annual report.



4.

The companys other certifying officer(s) 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.



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5.

The companys other certifying officer(s) and I have disclosed, based on our more 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):



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.







DATED:

April 21, 2004



FREEGOLD VENTURES LIMITED





Per:

Gordon Steblin

_________________________________



Gordon Steblin



Chief Financial Officer



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CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report of Freegold Ventures Limited (the Company) on Form 20F for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Harry Barr, the 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 my knowledge:



(1)

the Report fully complies with the requirements of section 13a-14(a) and  15d-14(a) 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 result of the operations of the Company.







Harry Barr



Harry Barr

_________________________________



Chief Executive Officer



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CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report of Freegold Ventures Limited (the Company) on Form 20F for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Gordon Steblin, the 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 my knowledge:



(1)

the Report fully complies with the requirements of section 13a-14(a) and  15d-14(a) 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 result of the operations of the Company.







Gordon Steblin





Gordon Steblin

_________________________________



Chief Financial Officer

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