UN1TED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  Form 20-F (Mark One)   ̈ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934  OR  þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010  OR   ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ________________to _________________  OR   ̈SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report..  Commission file 0-31100  Kiska Metals Corporation (Exact name of Registrant as specified in its charter)  Not Applicable (Translation of Registrants name into English)  British Columbia (Jurisdiction of incorporation or organization)  Suite 575  510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A8 (Address of principal executive offices)  -1-  Jason S. Weber Telephone (604) 669-6660 Fax (604) 669-0898 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact  Securities registered or to be registered pursuant to Section 12(b) of the Act.  NONE.  Title of each class Name of each exchange on which registered  Securities registered or to be registered pursuant to Section 12(g) of the Act.  Common Shares without par value (Title of Class)  Securities for which there is a reporting obligation pursuant to Section 15(d)of the Act.  Not Applicable (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. 79,502,698  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ̈YesþNo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  ̈YesþNo Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.  Indicate by check mark whether the registrant (1) has filed all reports required to be 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. þYes ̈No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer  ̈ Accelerated filer ̈ Non-accelerated filer þ   -2-  Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


|            |                                                                                                         |       
|----------- | ------------------------------------------------------------------------------------------------------- | ------
|U.S. GAAP  ̈ | International Financial Reporting Standards as issued by the International Accounting Standards Board  ̈ | Otherþ

If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. þItem l7 ̈Item l8  If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ̈YesþNo  (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)  Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  ̈Yes ̈No      Currency: All dollar amounts set forth in this report are in Canadian dollars, except where otherwise indicated.    -3-


|                  |                                                                                                                                         
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------
|Glossary of Terms
|andesite          | a dark-coloured, fine-grained extrusive rock                                                                                            
|antimony          | a chemical element, chemical symbol Sb                                                                                                  
|arsenic           | a chemical element, chemical symbol As                                                                                                  
|arsenopyrite      | a mineral composed of iron, arsenic and sulfur (FeAsS)                                                                                  
|As                | chemical symbol for arsenic                                                                                                             
|Au                | chemical symbol for gold                                                                                                                
|Ba                | chemical symbol for barium                                                                                                              
|barite            | a mineral composed of barium, sulfur and oxygen (BaSO4)                                                                                 
|basalt            | a fine-grained extrusive rock with a lower silica content than andesite                                                                 
|Bi                | chemical symbol for bismuth                                                                                                             
|bismuth           | a chemical element, chemical symbol Bi                                                                                                  
|breccia           | rock composed of angular broken rock fragments held together by a mineral cement or in a fine-grained matrix                            
|chalcopyrite      | a mineral composed of copper, iron and sulfur (CuFeS2)                                                                                  
|chert             | a hard, dense or compact sedimentary rock consisting dominantly of interlocking quartz crystals or amorphous silica                     
|clastic           | composed of sedimentary grains                                                                                                          
|Cretaceous        | final period of the Mesozoic era spanning 135 to 65 million years before the present                                                    
|Cu                | chemical symbol for copper                                                                                                              
|dacite            | a fine-grained extrusive rock with more potassium and sodium than andesite                                                              
|enargite          | a grayish-black mineral, composed of copper, arsenic and sulfur (Cu3AsS4)                                                               
|Eocene            | the second epoch of the Tertiary period spanning 58 and 37 million years before present                                                 
|feldspar          | a major rock forming silicate mineral                                                                                                   
|gossan            | an iron-bearing weathered product overlying a sulphide deposit                                                                          
|granite           | an igneous rock consisting of quartz and orthoclase with hornblende or biotite as mafic constituents                                    
|granodiorite      | a plutonic igneous rock consisting of quartz, calcic feldspar, and orthoclase with biotite, hornblende or pyroxene as mafic constituents
|hectare (ha)      | metric unit of area equal to 10,000 square meters (2.471 acres)                                                                         

-4-


|                          |                                                                                                                                                                          
|------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Glossary of Terms        
|hydrothermal              | a term applied to heated water or fluid                                                                                                                                  
|Induced Polarization (IP) | A method of ground geophysical survey that measures the voltage decay of electrical charge in the Earth following the cessation of an applied current pulse to the Earth.
|Jurassic                  | second period of the Mesozoic era spanning 190 to 135 million years before the present                                                                                   
|mafic                     | applied to an igneous rock having dark-colored minerals (ferromagnesian) containing iron and/or magnesium                                                                
|marcasite                 | light yellow or grayish mineral composed of iron and sulfur (FeS2) resembling pyrite                                                                                     
|mesothermal               | conditions of ore deposition of intermediate temperatures and depths                                                                                                     
|Mesozoic                  | era of geologic time spanning 245 to 66 million years before the present                                                                                                 
|mineral tenure number     | number assigned by Provincial, Territorial or State authorities to mineral claims                                                                                        
|minerals                  | a homogeneous naturally occurring chemical substance                                                                                                                     
|net smelter return (NSR)  | the proceeds received from a smelter or refinery after the deduction of processing, shipping costs and related costs                                                     
|ore                       | a mineral or aggregate of minerals which can be mined at a profit                                                                                                        
|monzonite                 | plutonic rocks intermediate between syenite and diorite containing approximately equal amounts of alkali feldspar and plagioclase                                        
|orthogneiss               | a metamorphic rock derived from gneiss                                                                                                                                   
|PIMA                      | Portable infrared mineral analyzer (spectrometer) that can be used for qualitative identification of minerals in the field                                               
|plutonic rocks            | igneous rocks formed below the earths surface                                                                                                                           
|porphyry                  | an igneous rock of any composition that contains conspicuous crystals in a fine-grained groundmass                                                                       
|ppm                       | abbreviation for units of measure in parts per million                                                                                                                   
|pyrite                    | a mineral composed of iron and sulfur (FeS2)                                                                                                                             
|rhyolite                  | extrusive igneous rocks with high potassium and silica content                                                                                                           
|tetrahedrite              | a steel-gray to iron-black isometric mineral composed of copper, antimony and sulfur (Cu112Sb4S13)                                                                       
|Triassic                  | the first period of the Mesozoic era thought to have covered a span of time between 245 and 208 million years before the present                                         

-5-


|                  |                                                                                                                                                      
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|Glossary of Terms
|tuff              | a general term for all consolidated rocks formed by volcanic explosion or aerial expulsion from a volcanic vent                                      
|tungsten          | a metallic element with the chemical symbol W                                                                                                        
|UTEM              | University of Toronto Electromagnetic System used to measure variances in ground conductivity which may indicate the presence of mineralized material
|VHMS              | volcanic-hosted massive sulphide  a style of mineral deposit thought to have been emplaced on ancient seafloor                                      
|VLF-EM            | very low frequency electromagnetic survey used to identify variances in ground conductivity which may indicate the presence of mineralized material  

-6-  FORWARD-LOOKING STATEMENTS   This annual report contains forward looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Certain statements in this Report constitute forward looking statements. These forward looking statements are not guarantees of the Corporations future operational or financial performance and are subject to risks and uncertainties. When used in this annual report, the words estimate, intend, expect, anticipate and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these statements, which speak only as of the date of this annual report. These statements are subject to risks and uncertainties that could cause results to differ materially from those contemplated in such forward-looking statements.  Actual operational and financial results may differ materially from the Corporations expectations contained in the forward looking statements as a result of various factors, many of which are beyond the control of the Corporation. These factors include, but are not limited to, the need for additional financing to fully execute the Corporations business plan, the risk factors as set forth in more detail in Item 3 - Key Information - Risk Factors, adverse technical factors associated with exploration and development of the Corporations properties, changes in Canadian or U.S. tax or other laws or regulations, and material changes in capital expenditures.  All mineral resources referenced in this annual report on Form 20-F have been estimated in accordance with the definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. U.S. reporting requirements for disclosure of mineral properties are governed by the SEC Industry Guide 7 ("Guide 7"). NI 43-101 and Guide 7 standards are substantially different. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101. These definitions differ from the definitions of "proven (measured) reserves" and "probable (indicated) reserves" in Guide 7.  This annual report on Form 20-F may include the terms "mineral resource," "indicated mineral resource" and "inferred mineral resource". We advise investors that these terms are defined in and required to be disclosed by NI 43-101. However, these terms are not defined terms under Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.  Please consult the Corporation's public filings at www.sedar.com and www.sec.gov for further, more detailed information concerning these matters.  -7-


|        |                                                            |     
|------- | ---------------------------------------------------------- | ----
|        | TABLE OF CONTENTS                                          |     
|        |                                                            |     
|        | PART I                                                     | Page
|        |                                                            |     
|ITEM 1  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS      | 10  
|ITEM 2  | OFFER STATISTICS AND EXPECTED TIMETABLE                    | 10  
|ITEM 3  | KEY INFORMATION                                            | 10  
|ITEM 4  | INFORMATION ON THE CORPORATION                             | 23  
|ITEM 5  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS               | 71  
|ITEM 6  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                 | 81  
|ITEM 7  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS          | 92  
|ITEM 8  | FINANCIAL INFORMATION                                      | 95  
|ITEM 9  | THE OFFER AND LISTING                                      | 95  
|ITEM 10 | ADDITIONAL INFORMATION                                     | 97  
|ITEM 11 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 109 
|ITEM 12 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES     | 112 

-8-


|         |                                                                              |     
|-------- | ---------------------------------------------------------------------------- | ----
|         | TABLE OF CONTENTS                                                            |     
|         |                                                                              |     
|         | PART II                                                                      | Page
|         |                                                                              |     
|ITEM 13  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 113 
|ITEM 14  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 113 
|ITEM 15  | CONTROLS AND PROCEDURES                                                      | 113 
|ITEM 16A | AUDIT COMMITTEE FINANCIAL EXPERT                                             | 114 
|ITEM 16B | CODE OF ETHICS                                                               | 115 
|ITEM 16C | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       | 115 
|ITEM 16D | EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                    | 116 
|ITEM 16E | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 116 
|ITEM 16F | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                 | 116 
|ITEM 16G | CORPORATE GOVERNANCE                                                         | 120 




|        |                      |    
|------- | -------------------- | ---
|        | PART III             |    
|        |                      |    
|ITEM 17 | FINANCIAL STATEMENTS | 120
|ITEM 18 | FINANCIAL STATEMENTS | 120
|ITEM 19 | EXHIBITS             | 121
|        |                      |    

-9-  PART I     ITEM 1   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS    Not Applicable.  ITEM 2   OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.   ITEM 3   KEY INFORMATION CURRENCY AND EXCHANGE RATES  All dollar amounts set forth in this report are in Canadian dollars, except where otherwise indicated. The following tables set forth:  (i) the average rates of exchange between the Canadian dollar and the U.S. dollar for each of the five most recent financial years of Kiska Metals Corporation (hereinafter Kiska or the Corporation), calculated by using the average of the exchange rates on the last day of each month during the period; and  (ii) the high and low daily exchange rate for each month during the previous six months,  in each case based on the closing exchange rate for U.S. dollars as published on the Bank of Canada website (http://www.bankofcanada.ca/en/rates/exchange-look.html).


|                               |          |         |         |         |        
|------------------------------ | -------- | ------- | ------- | ------- | -------
|Fiscal Year ended 
December 31 | 2010     | 2009    | 2008    | 2007    | 2006   
|Average Rate During Period     | $ 0.9709 | $0.8760 | $0.9338 | $0.9376 | $0.8844




|          |              |               |              |               |               |             
|--------- | ------------ | ------------- | ------------ | ------------- | ------------- | ------------
|          | March 2011   | February 2011 | January 2011 | December 2010 | November 2010 | October 2010
|High Rate | $     1.0324 | $ 1.0268      | $    1.0140  | $    1.0054   | $    0.9987   | $    0.9970 
|Low Rate  | $    1.0083  | $ 1.0045      | $ 0.9978     | $ 0.9825      | $ 0.9743      | $ 0.9690    

On March 31, 2011, the closing rate as published on the Bank of Canada website was $1.029 US = $1.00 CDN.    -10-  SELECTED FINANCIAL DATA  The selected consolidated financial information set out below has been obtained from financial statements which reflect the Corporation's operations in the mineral exploration business.  On August 5, 2009, Kiska Metals Corporation (formerly Geoinformatics Exploration Inc. ("Geoinformatics) and its wholly-owned subsidiaries (collectively the Corporation or Kiska) completed the 100% acquisition of Rimfire Minerals Corporation (Rimfire). The Corporation expects there will be synergies in exploration in those areas where both Geoinformatics and Rimfire were active, and a reduction of overhead costs by combining the companies. As a result of the acquisition, the consolidated statements of operations and comprehensive loss and cash flows for the year ended December 31, 2009 includes the results of operations and cash flows of Geoinformatics until August 5, 2009 and the combined entity from August 6 to December 31, 2009. The comparative consolidated annual statements of operations and comprehensive loss and cash flows for the years ended December 31, 2008 and 2007 include only the results of operations and cash flows of Geoinformatics in accordance with generally accepted accounting principles for business combinations. The summary information presented below for years ended 2006 to 2008 contains information only for Geoinformatics. Comparative consolidated annual financial statement information for Rimfires three most recent fiscal years and summary information for Rimfires five most recent fiscal years, as disclosed under Item 3 are available in the annual report on Form 20-F filed on EDGAR by Rimfire (now the Corporation) effective May 8, 2009 and amended Form 20F/A filed on EDGAR effective November 26, 2010.  The following table summarizes information pertaining to operations of the Corporation for the last five fiscal years.


|                                                        |                 |                 |                 |                 |                
|------------------------------------------------------- | --------------- | --------------- | --------------- | --------------- | ---------------
|                                                        | Year
Ended
2010 | Year
Ended
2009 | Year
Ended
2008 | Year
Ended
2007 | Year
Ended
2006
|Mineral Property Revenue                                | $ 634,101       | $      273,051  | $      880,435  | $   1,358,045   | $  1,728,740   
|Net Loss                                                | (11,912,195)    | (18,684,503)    | (16,260,741)    | (14,474,635)    | (9,868,724)    
|Per Share                                               | (0.17)          | (0.51)          | (1.84)          | (3.73)          | (3.25)         
|                                                        |                 |                 |                 |                 |                
|Current Assets                                          | 8,547,948       | 1,645,906       | 1,293,202       | 7,620,730       | 7,245,835      
|Mineral Property Interests                              |                 | -               | -               | -               | -              
|Other Assets                                            | 695,865         | 681,989         | 1,352,141       | 2,034,642       | 531,545        
|Total Assets                                            | 9,243,813       | 2,327,895       | 2,645,343       | 9,655,372       | 7,777,380      
|Current Liabilities                                     | 1,073,530       | 284,751         | 641,071         | 1,663,823       | 1,342,480      
|Long-Term Liabilities                                   | 99,105          | 401,391         | -               | 16,914,189      | 9,082,066      
|Shareholders Equity                                    | 8.071,178       | 1,641,753       | 2,004,272       | (8,922,640)     | (2,647,166)    
|                                                        |                 |                 |                 |                 |                
|Weighted Average 
Shares Outstanding
(number of shares) | 68,460,843      | 36,876,491      | 8,831,930       | 3,859,409       | 3,033,247      

The Corporations financial statements have been prepared in accordance with accounting principles generally accepted in Canada. Except as disclosed in Note 18 of the financial statements, the financial statements conform in all material respects with U.S. GAAP.  -11-  CURRENT CANADIAN ACCOUNTING CHANGES  Comprehensive Revaluation of Assets and Liabilities  Section 1625  In August 2009, the CICA also amended Handbook Section 1625, Comprehensive Revaluation of Assets and Liabilities for consistency with new Handbook Section 1582, Business Combinations. The amendments require that, when push-down accounting is used following the acquisition of an enterprise, the assets and liabilities are to be measured at the values used in accounting for the purchase transaction or transactions in accordance with Section 1582. The amendments also require that, when a future income tax asset that arose prior to the date of a comprehensive revaluation and that was not recognized in the comprehensive revaluation is subsequently recognized; the benefit should be recognized in accordance with Section 1582 and Handbook Section 3465, Income Taxes. The amendments apply prospectively to comprehensive revaluations of assets and liabilities occurring in fiscal years beginning on or after January 1, 2011. Early adoption is permitted as of the beginning of a fiscal year. An entity adopting this Section for a fiscal year beginning before January 1, 2011 would also be required to adopt Section 1582. The Corporation adopted this section as of January 1, 2010 (Section 1582 was adopted January 1, 2009), and the adoption of Section 1625 had no impact on the Corporations consolidated financial statements.  FUTURE ACCOUNTING CHANGES:  Convergence with International Financial Reporting Standards  In 2006, the Accounting Standards Board of the CICA ratified a strategic plan that will result in Canadian GAAP, as used by public companies, evolving and being converged with International Financial Reporting Standards over a transitional period currently expected to be completed by 2011. The International Accounting Standards Board currently has projects underway that should result in new pronouncements which will be included in the convergence process.  Effective January 1, 2011, the Corporation will prepare its financial statements in accordance with IFRS.  The Corporation will prepare its interim financial results on an IFRS basis beginning with the quarter ended March 31, 2011.  The Corporation will also provide comparative data for the year ended December 31, 2010 on an IFRS basis, including an opening balance sheet as at January 1, 2010.  The Corporation is in the process of completing a detailed assessment of the requirements of the transition to IFRS, with the intention of identifying: (i) major differences from existing accounting policies (ii) new accounting policies which are appropriate for the Corporation, (iii) the appropriate disclosures in financial statements prepared under IFRS and (iv) developing an implementation plan.  RECENT UNITED STATES ACCOUNTING PRONOUNCEMENTS  Standards Codification Financial Accounting Standards Board (FASB) has published the Accounting Standards Codification which supersedes all previous US GAAP pronouncements for interim and annual financial periods ending after September 15, 2009. The references to the standards are changed to new codified standards (ASC) but do not affect the actual application of US GAAP for the Corporation. The following discussion focuses on differences between Canadian GAAP and US GAAP which affect presentation of financial Information for the Corporation. The following tables summarize the difference in the consolidated statements of operations and the consolidated balance sheets.  -12-  ASC 805 Business Combinations (FAS141R)  This standard establishes principles and requirements for how the acquirer (1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, (2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  This standard is to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first reporting period after December 15, 2008.  This standard is consistent with the CICA Handbook Section 1582, Business Combinations, which the Corporation adopted during the previous fiscal year.  ASC 815 Derivatives and Hedging (FAS161)  This standard was issued in March 2008 and is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  The intent is to improve financial instruments standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entitys financial position, financial performance, and cash flows. Since the Corporation does not apply hedge accounting and has no derivatives, the adoption of this standard has no material impact on the Corporations financial statement presentation.  ASC 855 Subsequent Events (FAS165)  The standard sets out the period after the balance sheet date during which management should evaluate events that occur for potential recognition or disclosure in the financial statements. An entity should apply the requirements of this statement to interim and annual financial periods ending after June 15, 2009. The adoption of this standard has no material impact on the Corporations financial statement presentation.  ASC 820-10 Fair Value Measurements and Disclosures  The new disclosure requirements regarding inputs and valuation techniques for Level 2 fair value measurements are effective for interim and annual reporting periods beginning after December 15, 2009, and are consistent with IFRS 7 Financial Instruments: Disclosures. The Company uses Level 1 inputs (Quoted prices in active market) for determination of fair value of public available-for-sale securities. The Company uses Level 2 inputs (significant observable inputs, using the market approach) to estimate the fair value of private available-for-sale securities and incentive stock options when determining compensation expense to be recognized. There has been no change in the nature of inputs or in the valuation techniques applied, and no transfers between Level 1 and Level 2 have occurred. The Company adopted this standard on January 1, 2010 and it had no material impact on the Companys financial statements.  ACCOUNTING STANDARDS UPDATES ("ASU")   ASU2010-02 Consolidation   -13-  This standard update addresses recognition of changes in a parents ownership interest in a subsidiary and is effective for interim and annual reporting periods beginning after December 15, 2009. The standard requires that all changes which occur while the parent retains its controlling financial interest in the subsidiary shall be accounted for as equity transactions with no gain or loss recognized in either consolidated net income or comprehensive income. This had no effect on the Corporations financial statements.  OTHER DIFFERENCES BETWEEN CANADIAN AND UNITED STATES ACCOUNTING STANDARDS  Flow  through shares (SFAS 109  ASC740-10)  Under Canadian income tax legislation, the Corporation is permitted to issue shares whereby the Corporation agrees to incur qualifying expenditures and renounce the related income tax deductions to the investors. Under Canadian GAAP, the Corporation has recorded the full amount of the proceeds received on issuance as share capital.  Upon renouncing the income tax deductions, share capital is reduced by the amount of the future income tax benefits recognized.  Under U.S. GAAP, the recognition of this future income tax benefit is limited to the extent that the issue price of the flow-through shares exceeds the fair value of the Corporations shares on the date that the flow-through shares are sold.  Mineral Property Acquisition Costs  The Corporation's accounting policy under Canadian GAAP is to expense the acquisition of mineral properties as incurred until there are identifiable reserves on a property, when they will be capitalized and amortized over production from the property. With the introduction of Emerging Issues Task Force (EITF) Abstract 04-2, effective April 30, 2004, now contained within ASC 930-805, mineral property acquisition costs are capitalized under U.S. GAAP, unless there is evidence that they are impaired and not recoverable, when they are written off.  The following table shows the effect of these differences on the summary financial information:


|                           |                 |                 |                 |                 |                
|-------------------------- | --------------- | --------------- | --------------- | --------------- | ---------------
|                           | Year
Ended
2010 | Year
Ended
2009 | Year
Ended
2008 | Year
Ended
2007 | Year
Ended
2006
|Net Loss                   | $(11,716,623)   | $(18,177,376)   | $(17,112,758)   | $(15,771,997)   | $(1,808,564)   
|Loss Per Share             | (0.17)          | (0.49)          | (1.94)          | (4.09)          | (0.60)         
|Mineral Property Interests | 1,080,546       | 1,159,723       | 652,596         | 493,626         | 295,106        
|Total Assets               | 10,324,359      | 3,487,618       | 3,297,939       | 10,148,978      | 8,072,486      
|Shareholders Equity       | 9,151,724       | 2,801,476       | 2,656,868       | (8,429,034)     | (2,352,060)    

CAPITALIZATION AND INDEBTEDNESS  Not Applicable.  -14-  REASONS FOR THE OFFER AND USE OF PROCEEDS  Not Applicable.  RISK FACTORS  The Corporation is engaged in the business of preliminary or early stage mineral exploration and mine development. The Corporation holds no interests in any producing mines or commercial ore deposits. The Corporation is subject to many of the material risks customarily encountered by early stage exploration and mine development companies. Additional risks are included which are specific to the operations and business plan of the Corporation.  Specific Corporate Risks  Competitive Conditions  The mineral exploration and development business is highly competitive. Kiska competes with numerous other companies and individuals in the acquisition, exploration, financing and development of mineral properties. Many of these companies are larger and better capitalized than Kiska. The Corporations competitive position depends on its ability to successfully fund and economically explore, acquire and develop new and existing mineral properties. The Corporation seeks to differentiate itself by making use of a variety of innovative targeting and exploration technologies. The risk of direct competition may be mitigated by Kiskas technological capabilities and expertise, however, others could adopt or may have adopted these strategies. This competition is not only for the acquisition of mining interests, but also for retention of the services of qualified employees. The Corporation seeks to provide a supportive working environment which will foster a cooperative team atmosphere to attract and retain high caliber employees for all positions.  Employment Contracts/Reliance Upon Officers  The Corporation is largely dependent upon the personal efforts and abilities of its corporate officers. The loss or unavailability to the Corporation of these individuals may have a materially adverse effect upon the Corporation's business. Investors will be relying on management's judgment with respect to the operation of the Corporation. The Corporation does not presently have "key person" life insurance on the lives of any of its officers. (See Item 6 "Directors, Senior Management and Employees" of this annual report on Form 20-F).  The services of David A. Caulfield, Director, Business Development, are provided to the Corporation pursuant to a January 1, 2010 management agreement with Equity Exploration Consultants Ltd., incorporated herein by reference to Exhibit 4.30 of the Corporations transition report on Form 20-F filed with the Commission on EDGAR effective April 23, 2010. (See Item 6 "Directors, Senior Management and Employees" of this annual report on Form 20-F).   -15-  Conflict of Interest  Certain of the directors of the Corporation are also directors and officers of other corporations engaged in the business of mineral exploration, mine development or resource investment. It is possible that a conflict of interest may arise between their duties as a director of the Corporation and their duties as a director or officer of other corporations. All such conflicts of interest must be disclosed by a director under British Columbia corporate law and a director must act in the best interest of both corporations. A director in such a conflict of interest position must abstain from voting on all resolutions with respect to the two competing corporations. (See Item 6: Certain Affiliations)  Legal Proceedings Against Foreign Directors  The Corporation is continued under the laws of the Province of British Columbia, Canada, and five of the Corporations seven directors and all of its officers are residents of Canada. Consequently, it may be difficult for United States investors to effect service of process within the United States upon the Corporation or upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. Furthermore, it may be difficult for investors to enforce judgments of the U.S. courts based on civil liability provisions of the U.S. federal securities laws in a Canadian court against the Corporation or any of the Corporations non-U.S. resident executive officers or directors. There is substantial doubt whether an original lawsuit could be brought successfully in Canada against any of such persons or the Corporation predicated solely upon such civil liabilities.  Shareholder Dilution  The Corporation raises working capital funds primarily through the sale of its common shares from treasury. An investors proportional interest in the Corporation will decrease over time as additional common shares are issued. In the current economic climate, necessary financing may have to be carried out at lower prices per share than the Corporation would prefer. The Corporation has carefully prepared budgets for planned exploration programs and will pursue financing at the highest available price to minimize this dilution.  Classification as a Passive Foreign Investment Company  The Corporation believes it is a Passive Foreign Investment Company (PFIC), as that term is defined in Section 1297 of the Internal Revenue Code of 1986, as amended, and believes it will continue to be a PFIC for the coming fiscal year. Consequently, this classification may result in adverse tax consequences for U.S. holders of the Corporations shares. For an explanation of these effects on taxation, see Item 10, Taxation. U.S. shareholders and prospective holders of the Corporations shares are also encouraged to consult their own tax advisers.   -16-  General Exploration and Mining Risks  Stage of Development  The Corporation has no production revenue. It does not have an operating history upon which investors may rely. Moreover, the Corporation has no commercially viable properties at this time.  Capital Expenditures; Need for Future Financing  The Corporation has limited financial resources. Sufficient funding for future exploration and development of its properties or to fulfill its obligations under current agreements may not be available when and as required. Failure to obtain such future financing will result in delay or indefinite postponement of further exploration and development of its projects. Failure to obtain such future financing will also result in default under certain of the current agreements and the Corporation will forfeit its interest in such properties. The Corporations accumulated deficit as at December 31, 2010 was $81,526,417.  Commercial development of any of the Corporations properties will only occur if sufficient quantities of minerals with a sufficient average grade are discovered. If a mineral discovery is made, substantial financial resources will be required to establish ore reserves, develop metallurgical processes to extract metal from the ore and develop mining and processing facilities at a given site. If the Corporation is unable to finance such development on its own, it will be required to sell all or a portion of its interest in such property to one or more parties capable of financing such development.  Resource Estimation Risks  The Corporations mineral resources at the Whistler project are estimates, and no assurance can be given that the estimated resources are accurate or that the indicated level of gold, copper or any other mineral will be produced. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. Further, it may take many years from the initial phase of drilling before production is possible at certain locations, and during that time the economic feasibility of exploiting a discovery may change.  The resource estimation is based on assumed or estimated future metals prices, cut-off grades, operating costs, capital costs, and expenditures and other factors that each may prove to be inaccurate. Therefore the technical report and other studies may prove to be unreliable if the assumptions or estimates do not reflect actual facts and events.  The resource estimation included some economic parameters but relies heavily on geological interpretation of the drill sections and analytical results. A full-scale feasibility study incorporating the processing and recovery described earlier, a mine plan and economic considerations could result in significantly different resources or reserves. Upon application for permits for operation of the mine, additional considerations such as infrastructure requirements and capital expenditures could affect the economic viability of developing the Whistler project into a mine.   -17-  Operating Risks  The exploration and, if warranted, development of mining properties is a high-risk industry. Presently, none of the Corporations properties have a known body of commercial ore. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explorations, cave-ins, landslides, and the inability to obtain adequate machinery, equipment or labor are all risks involved in the operation of mines and the conduct of exploration programs.  Volatility in Mineral Prices  The cost of developing gold and other mineral properties is affected by the cost of operations, variations in ore grade, fluctuations in metal markets and the cost of processing equipment. Government regulations regarding prices, taxes, royalties, allowable production, importing and exporting of minerals, land use, land tenure and environmental protection also affect economic viability.  The Corporation cannot control the marketability of the minerals it discovers. Metal prices have fluctuated widely in recent years, and are affected by numerous factors beyond the Corporations control. International economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and worldwide production levels all may affect metal prices.  The trading price of mineral exploration and mining companies is largely influenced by international metal prices. As the Corporation raises funds through the sale of its common shares, a significant decrease in the price of precious and base metals will adversely affect the Corporations ability to fund its operations.  Forfeiture of Mineral Claims  The Corporation holds an interest in a number of exploration properties with respect to which certain cash payments, exploration expenditures and share issuances are required to maintain the Corporations interests in such properties. For those of the Corporations properties acquired through the staking of claims, a failure by the Corporation to incur exploration expenditures or make cash payments to the appropriate government agency in lieu of exploration expenditures will result in the forfeiture of the title to the mining claims back to Alaska, Nevada, New Mexico, Yukon Territory, British Columbia, or New South Wales and Victoria, Australia, as the case may be. Once forfeited, the areas previously covered by the claims will be available for staking by other parties.  For those of the Corporations properties held under option agreement, if the Corporation does not fulfill its obligations under the terms of any such option agreement, such agreement will terminate and title to the property will revert to the grantor of the original option.  Government policy may impact the Corporations ability to develop mineral exploration properties if protected areas legislation, traditional territory designation or other restrictive land use regulations affecting mineral properties are enacted.   -18-  No Assurance of Titles  The Corporations mineral property interests may be subject to prior unregistered agreements, transfers or native land claims and title may be affected by undetected defects. Substance and continuity of title may also be affected by political instability and the vagaries of law as they exist and are applied in foreign jurisdictions. Surveys have not been carried out on all of the Corporations mineral properties and therefore, in accordance with the laws of the jurisdiction in which such properties are situated, their existence and area could be in doubt.  Foreign Operations  Some of the Corporations mineral property interests are located outside of Canada and are subject to the risks associated with foreign investment, including increases in taxes and royalties, renegotiations of contracts, currency exchange fluctuations and political uncertainty. The Corporations flagship property is located in Alaska, and the majority of expenditures related to the Whistler Project are denominated in United States dollars. Since the Corporations treasury is primarily denominated in Canadian dollars, there is a risk of increased foreign exchange rates increasing the cost of exploration and development. Other foreign currencies are not material to the Corporations activities.  General Operating Risks  Permits and Licenses  The operations of the Corporation require licenses and permits from various governmental authorities. The Corporation may not be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects. All properties are presently without any known body of commercial ore.  The Corporation holds interests in 372 claims covering 147648 hectares in British Columbia, Canada. All of these mineral claims are governed by the Mineral Tenure Act and the Mines Act (British Columbia) and are subject to a required assessment work or cash in lieu of $4.00 per hectare in each of the first 3 years and $8.00 in the fourth and subsequent years after their location dates. As the Corporation has paid all required assessments and filing fees, valid title to the mineral claims is recorded in the name of the Corporation or the Joint Venture partner of each property with the Ministry of Energy and Mines in British Columbia.  The Corporations Boulevard and Wernecke Breccia Properties are located in Yukon Territory, Canada. The Boulevard Property consists of 238 claims and the Wernecke Breccias Property is comprised of 1,835 claims. All of these mineral claims are governed by the Quartz Mining Act and are subject to a required assessment work or cash in lieu of $100 each year. As the Corporation has paid all required assessments and filing fees, valid title to the mineral claims is recorded in the name of the Corporation or the Joint Venture partner.  The Corporations Colorback and Hilltop Properties are located in Nevada. The properties consist of 202 mining claims totaling 3,790 acres. The mineral claims are subject to a Bureau of Land Management claim rental fee of U.S. $140 per claim plus a Lander County renewal fee of U.S. $10.50 per claim plus filing fees. As the Corporation has paid all required claim rental and filing fees, valid title to the mining claims is recorded in the name of the Corporation.   -19-  The Corporations Whistler, Goodpaster and Uncle Sam Properties are located in Alaska. The properties consist of 2,586 state mining claims totaling 302,243 acres. The mineral claims are subject to a required assessment or cash in lieu of U.S. $2.50 per acre per year. The annual claim rental fees of U.S. $35-. $680 per claim, depending on size and location date, are due in November. As the Corporation has paid all required assessments and filing fees, valid title to the mining claims is recorded in the name of the Corporation with the Alaska Department of Natural Resources.  The Corporations Lachlan Project is located in the State of New South Wales, Australia. The project consists of two Exploration Licenses covering 27,513 hectares. The Exploration Licenses are subject to minimum expenditure requirements of A$20,000 plus A$500 per unit per year. The Corporations Victoria Goldfields project is located in the State of Victoria, Australia. The project consists of three Exploration Licenses covering 86,679 hectares. The Exploration Licences are subject to minimum expenditure requirements of A$269,000 per year. Valid title to these tenements remains with the vendor.  There is currently no mining activity or commercial production from any of the Corporations British Columbia, Yukon, Alaska, Nevada, or Australian mineral properties.  Share Price Fluctuations, Price Volatility  Securities markets in Canada have experienced a high level of price and volume volatility in recent years, with many resource companies experiencing wide price fluctuations not necessarily related to operating performance or underlying asset values of such companies. The Corporations Common Shares traded between $0.12 and $0.30 during 2007, between $0.01 and $0.42 during 2008, between $0.33 and $1.16 during 2009, between $0.65 and $1.65 during 2010, and between $0.92 and $1.37 during the first quarter of fiscal 2011. It is probable that the Corporations share price and volume will continue to fluctuate materially.  Environmental Regulations  All phases of the Corporations operations are subject to laws and regulations governing exploration, development, tenure, production, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, reclamation, site and mine safety, toxic substances and other matters promulgated by government agencies from time to time. Environmental legislation is evolving in a manner which means stricter standards and enforcement, more stringent fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for the Corporation and its directors, officers and employees. Environmental protection requirements have not had a material effect on the capital expenditures, and competitive position of the Corporation in the current fiscal year and are not expected to have a material effect on the capital expenditures, and competitive position of the Corporation in the near future. Future changes in environmental regulation, if any, may adversely affect the Corporations operations.  The Corporations current operations are not expected to be impacted by climate change legislation as the greenhouse gas generated by direct operations is limited. However any future development, with increased carbon footprint, could be negatively affected by climate change legislation. Monitoring and reporting requirements are expected to increase the cost of exploration and development. It would also increase the capital cost of development of the mineral properties.  There is insufficient data to determine if global climate change has affected the Corporations access to mineral properties or suitable weather conditions for exploration programs. None of the Corporations  -20-  mineral properties have been directly affected by physical impacts such as changes in sea level. Weather is always a factor to be considered in planning an exploration program and none of the programs to date have experienced delays outside of the normal expected range.  ITEM 4   INFORMATION ON THE CORPORATION  HISTORY AND DEVELOPMENT OF THE CORPORATION  The Corporation was incorporated under the Company Act (British Columbia) on March 21, 1980 under the name Goldmax Resource Inc. On October 10, 1996, the Corporation was continued from British Columbia to the Yukon and thereafter underwent a series of name changes: Aegean Gold Inc. (April 26, 1999), Aegean International Gold Inc. (December 8, 1999) and MinRes Resources Inc. (October 20, 2003). On January 28, 2005, Geoinformatics Explorations Limited (GEL) completed a reverse takeover of the Corporation, following which, on February 1, 2005, the name of the Corporation was changed to Geoinformatics Exploration Inc.(Geoinformatics) Pursuant to the reverse takeover, GEL changed its name to 2012860 Ontario Limited and became a wholly-owned subsidiary of Geoinformatics. On August 5, 2009, the Corporation completed the 100% acquisition of Rimfire Minerals Corporation (Rimfire) and the name of the Corporation was changed to Kiska Metals Corporation (Kiska). On July 30, 2010 the Corporation continued from the Yukon to British Columbia.  The Corporation acquired 100% of Rimfire by issuing 22,365,258 common shares and issuing 1,905,300 options to purchase common shares, for an aggregate fair value of $12,786,175. The fair value of the common shares, amounting to $12,412,717, was based on the bid price of the common shares on the date of acquisition, and the fair value of the options issued, amounting to $373,458, was determined using the Black-Scholes option pricing model using the following weighted average assumptions: volatility of 89%, risk free interest rate of 1.8%, an expected life of 2.7 years, and a dividend yield of 0%.  The Corporation accounted for this transaction using the acquisition method. The fair value of the net assets acquired was:  Cash and cash equivalents$     4,463,269Amounts receivable51,918Marketable securities162,630Prepaid expenses and deposits358,058Property, plant and equipment104,188Mineral property interests7,974,288Future income tax assets-Goodwill-Accounts payable and accrued liabilities(282,614)Reclamation obligations(45,562)Consideration paid$   12,786,175  Acquisition costs of $633,875 were expensed and included in consulting and outsourced services ($592,743), general and administrative ($39,864) and marketing services ($1,268) in the Consolidated Statement of Operations for the year ended December 31, 2009. Acquisition costs of $18,000 were included in share issue costs in the year ended December 31, 2009.  There were 79,502,698 of the Corporations common shares issued and outstanding as fully paid and non-assessable as of December 31, 2010. The head office and registered office of the Corporation is  -21-  located at Suite 575, 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, telephone number (604) 669-6660.  RECENT HISTORY OF THE CORPORATION Fiscal Year 2007  In January 2007, pursuant to the Master Agreement, Kennecott Canada Exploration Inc., a wholly-owned subsidiary of Kennecott, transferred 11 Crown claim groups to the Corporation and also assigned three option-to-purchase agreements it had entered with private land holders to the Corporation. The subject properties were located in the Thunder Bay area of western Ontario and included the Thunder project which was offered to the Corporation by Kennecott as the second target-of-merit under the terms of the Master Agreement.  Also in January 2007, the Corporation completed an initial drawdown of US$10 million under the Convertible Facility. Proceeds from the initial drawdown were used to satisfy the outstanding amount under the Bridge Loan with Geologic Resource Partners LP (GRP) and the balance was used to fund obligations under the Master Agreement and for general working capital purposes. In April 2007, the Corporation completed the drawdown of the second tranche of US$10 million under the Convertible Facility with GRF.  In February 2007, the Corporation signed an option agreement with Commander Resources Ltd. (Commander), pursuant to which the Corporation could earn up to an 80% interest in a package of five properties located in the Omineca Mining District in British Columbia, subject to a third-party NSR on a portion of the properties. On February 20, 2008, the Corporation terminated the option agreement with Commander after completing the minimum $750,000 in exploration expenditures in 2007.  In March 2007, the Corporation entered into a strategic alliance agreement (the Laurion Agreement) with Laurion Mineral Exploration Inc. (Laurion) effective March 27, 2007, whereby the Corporation was to provide geological analysis and project management services to explore for nickel-copper-platinum group elements in Ontario in exchange for a combination of cash, shares and share purchase warrants of Laurion. The Laurion Agreement provided that the joint venture was to be funded by Laurion and managed by the Corporation. Under the terms of the Laurion Agreement, the Corporation received 2,000,000 common shares and 1,000,000 purchase share warrants of Laurion.  In June 2007, Kennecott offered the Corporation under the Master Agreement a goldcopper porphyry project (the Whistler Project) for exploration in Alaska. The Whistler Project was transferred to the Corporation at no cost as the third target-of-merit under the Master Agreement and was subject to separate provisions that specified that expenditures made and targets drilled on the Whistler Project would not constitute expenditures or targets toward the Corporation obligations under the Master Agreement.  In July 2007, the Corporation wholly-owned Australian subsidiary, Clancy, completed an initial public offering of its shares. The funds raised by Clancy were used primarily for the further exploration of Clancys copper-gold porphyry projects in New South Wales, Australia. Following completion of the initial public offering, the Corporation retained an approximate 48% equity interest in Clancy.  In August 2007, the Corporation accepted a copper-gold porphyry project near the town of Stockton,  -22-  Utah, from Kennecott as the fourth target-of-merit required to be conveyed to the Corporation pursuant to the terms of the Master Agreement. However, this project has subsequently been returned to Kennecott.  Fiscal Year 2008  In July 2008, the Corporation strengthened its ownership position in its La Noria project in Sinaloa, Mexico when Kennecott relinquished its back-in right on the project but retained a 2% NSR as its only interest in the property.  In August 2008, GRP offered to extend a short-term loan (the "2008 Loan") of up to $5.5 million at 12% interest per year on a secured basis to the Corporation to fund the Corporations on-going exploration programs and working capital requirements. The 2008 Loan was to mature in March 2009.  In August 2008, the Corporation entered into binding agreements with GRP with respect to (i) the 2008 Loan, and (ii) a private placement of the Corporation Shares at a price of $0.05 per share for gross proceeds of up to approximately $27 million. As security for the 2008 Loan, the Corporation pledged all of the shares of its material subsidiaries.  The placement was completed in October 2008, following approval by minority shareholders. The Corporation issued 19,552,000 common shares to GRP at a subscription price of $0.15 per share and received net proceeds of $2,521,500 following the repayment of the US$20 million Convertible Facility and amounts drawn down under the 2008 Loan. The remaining funds were used to advance the Whistler Project and for working capital purposes. Also in October 2008, the Corporation issued 1,065,907 shares to GRF in satisfaction of the outstanding interest on the Convertible Facility in the amount of $943,328 for the period January 1, 2008 to October 16, 2008. In December 2008, the Corporation completed a one for ten stock consolidation.  Fiscal Year 2009  During the first quarter of 2009, the Corporation focused on corporate opportunities in an effort to secure future funding for its key projects. It attempted to develop strategic opportunities to improve the Corporations financial position in the short term and to build shareholder value in the longer term. Chief among the objectives was preserving and developing the Corporations key assets and retaining key personnel.  On March 9, 2009, the Company announced it had negotiated a line of credit with Geologic Resource Partners LP (GRP), a company with directors in common, allowing it to draw down, as necessary, a maximum amount of $2.6 million. The line of credit bore interest at an annual rate of 15%, payable at maturity. On March 27, 2009 and June 8, 2009, the Company drew $1,000,000 and $750,000, respectively, under the line of credit. The entire amount of note payable including accrued interest of $71,712 was repaid on August 5, 2009.  On May 15, 2009, the Corporation and Kennecott entered into a partial termination agreement and a first amendment to the partial termination agreement (collectively, the Partial Termination Agreement), whereby the parties terminated the provisions of the Master Agreement with respect to the requirements to form strategic alliances on possible targets in certain regions. The Master Agreement and Standardization Agreement will still apply to the existing projects and to the areas of interest set out in the Partial Termination Agreement. The Kliyul, Whistler, New Mexico and Mexico projects are the only  -23-  remaining areas of interest under this agreement.  On June 11, 2009, the Corporation and Rimfire Minerals Corporation (Rimfire) executed a definitive acquisition agreement (the Acquisition Agreement) to complete a business combination by way of a statutory plan of arrangement. Pursuant to the terms and conditions of the Acquisition Agreement, the Corporation agreed to acquire all of the issued and outstanding common shares of Rimfire at an exchange ratio of 0.87 Geoinformatics Shares per common share of Rimfire (following a consolidation of Geoinformatics Shares on the basis of three (3) old Geoinformatics Shares for one (1) new Geoinformatics Share) and change the name of the Corporation to Kiska Metals Corporation (Kiska). The Acquisition was completed effective August 5, 2009, following the approval of shareholders from both Kiska and Rimfire. The shareholder meetings were held on July 30, 2009 with shareholders of each company voting overwhelmingly to approve the Acquisition. Rimfire management and staff have been integrated into the Corporation.  On June 12, 2009, the Corporation and Kennecott entered into the first amendment to the Standardization Agreement (the Amended Standardization Agreement). Kennecott and the Corporation decided to amend certain provisions of the Standardization Agreement with respect to the back-in rights of Kennecott on the Whistler Project due to its geographic size. The amendments dealt with, among other things, the formation of a technical committee, the design of the exploration program, the responsibilities for the costs of the exploration program and the delivery of the exploration results, in addition to Kennecotts rights to exercise the back-in-rights with respect to the Whistler Project.  On September 16, 2009, the Corporation completed a brokered private placement consisting of 9,000,000 units at $0.55 for gross proceeds of $4,950,000. Each unit consisted of one common share and one half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.80 per share until March 16, 2011. The terms of the warrants provide that if, during the term of any unexercised warrant commencing on January 17, 2010, the closing price of the common shares of the Corporation on any exchange is greater than $1.10 for a period of 20 consecutive trading days the Corporation may, at its option and by notice in writing to each holder, require the holder of the warrant to exercise such warrant within 30 days, failing which the warrant will be deemed to have expired. The units issued under the offering were subject to a four-month hold period expiring on January 17, 2010.  Fiscal Year 2010  During the third quarter of 2010, the Corporation completed the field program as required by Kennecott Exploration Company (Kennecott) and delivered the final report. The trigger program consisted of a total of 224 line kilometers of 3D IP geophysics, 40 line kilometers of 2D IP geophysics and 23 drill holes for a total of 8,687 metres of diamond drilling. While the Corporation was waiting for Kennecotts decision, a program of exploration drilling was undertaken on the Whistler resource area where a total of five holes totaling 4,456 metres were completed. These drill holes, and 10 previously reported holes not included in a 2008 resource estimate have been incorporated into a new resource estimate reported on January 12, 2011.  Three holes were also completed on the Raintree West prospect located immediately to the east of the Whistler deposit for a total of 1,092 metres. Nine holes were completed on Island Mountain totaling 3,937 metres. Geological mapping and soil and rock geochemical surveys were completed concurrent with the drilling on Island Mountain   -24-  Kennecott notified the company at the end of August that they would not exercise their right to back in on the Whistler Project, and now retain a 2% Net Smelter Royalty on the property. The Company now owns 100% of the project subject to the underlying royalties and net profits interest.  On March 2, 2010, the first tranche of a non-brokered private placement closed. Each unit consists of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of one year from the closing of the private placement (the "Closing"), one common share at a price of $0.92 per share. The warrants will contain a provision that will enable the Corporation to force exercise of the warrants if, during the term of any unexercised warrant commencing four months after the Closing, the common shares of the Corporation trade on any exchange for a period of 20 consecutive trading days at a price of $1.40 per share or greater. There were 6,720,000 units issued in the first tranche and the warrants expire on March 2, 2011. In addition, a cash commission of $114,840 was paid and 24,000 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $10,609 which was charged against share issue costs. Net cash proceeds from this placement were $4,320,360.  The second tranche of the placement closed on March 11, 2010. There were 2,372,500 units issued. The warrants expire on March 11, 2011. In addition, a cash commission of $73,458 was paid and 111,300 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $54,473 which was charged against share issue costs. The net cash proceeds from this placement were $1,492,392.   In August 2010, the Corporation completed concurrent brokered and non-brokered private placements of 7,848,414 units at a price of $0.82 per unit, for gross proceeds of $6.4 million. Each unit consisted of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of two years from the closing of the private placement, one common share at a price of $1.15 per share. In addition, 234,713 broker warrants at an exercise price of $0.82 were issued. The value ascribed to the broker warrants in this placement was $180,075 which was charged against share issue costs. The net cash proceeds from this placement were $5,950,433.  Pursuant to an agreement dated September 17, 2010, and closing on October 7, 2010, the Corporation agreed to sell its Mexican subsidiary, Minera Geoinformatica, to Evrim Metals Corporation (Evrim). Minera Geoinformatica (Minera) holds all nine of Kiskas Mexican properties and a geological database for Mexico and parts of the southern United States. Evrim assumed Kiskas Mexican offices and staff. In consideration, Evrim issued two million shares to Kiska and will make ongoing performance-based share payments.  In late 2010, the Corporation commenced the relocation of the exploration camp from the north end of the property to a new location nearer the Whistler Deposit, at a newly constructed 3000 foot airstrip. The new location for the camp was chosen for its proximity to the area of drilling to reduce associated costs.  In November 2010, the Corporation sold its 26.0% interest in Clancy Exploration Limited (Clancy) of 28,506,883 ordinary shares for total proceeds of $2,305,579. Pursuant to the sale a gain of $2,305,579 was recognized in the Corporations annual financial statements. As at December 31, 2009 the 28,506,883 ordinary shares represented 37.9% of Clancys issued and outstanding shares and was accounted for as an equity investment.   -25-  BUSINESS OVERVIEW  The Corporation is a natural resource company engaged in the acquisition and exploration of precious and base metal mineral properties. The Corporation has interests in properties located in Canada, the United States, Australia and (until October 7, 2010) Mexico. The Corporation uses a scientific and technology platform that integrates data aggregation, data mining and processing and three dimensional modelling to identify and prioritize exploration drill targets.  The process has been designed to assist in understanding and quantifying risk at an early stage of the exploration cycle. The Corporation has evolved from a technology service company to an exploration company through its alliances with strategic partners within the mining and exploration industry. Over the past several years, Kiska acquired a portfolio of exploration projects under the Master Agreement with Kennecott. A description of the Corporation's mineral exploration properties is set out below in this Item 4 under the subheading Property, Plant and Equipment.  NONE OF THE MINERAL PROPERTIES IN WHICH THE CORPORATION HOLDS AN INTEREST CONTAIN ANY KNOWN ORE OR MINERAL RESERVES. ALL EXPLORATION PROGRAMS PROPOSED FOR ANY MINERAL PROPERTIES IN WHICH THE CORPORATION HAS AN INTEREST ARE EXPLORATORY IN NATURE.  The Common Shares of the Corporation are listed and posted for trading on the TSX Venture Exchange under the trading symbol KSK.  The Corporation does not prepare business plans for any of its properties. Business plans are not customarily prepared for mineral exploration programs or properties. As is industry standard, the Corporation will prepare a work program for each of the mineral properties upon which it will carry out exploration work. Although a program is completed within a specified budget, the specific nature and type of exploration work completed may vary from the original work program depending on results obtained during the program.  The Corporation has raised and will continue to raise all but a very minor portion of its future working capital and exploration funds through the sale of its securities from treasury. The Corporation may periodically receive cash payments and securities as property option payments from third parties pursuant to the terms of existing or future option agreements.  The Corporation's long-term goal is to identify high potential mineral properties that have received little if any recent exploration work, enhance their value through initial exploration and market them to joint venture partners. The Corporation plans to maintain significant interests in a number of projects and have joint venture partners raise and spend the money necessary to thoroughly evaluate the potential of such mineral properties.  Prior to commencing any exploration activities in any of Australia, Alaska, Nevada, Yukon or British Columbia, the Corporation or the party intending to carry out a work program on a mineral property is required to apply to the appropriate Mining Division of the state, territorial or provincial government for a number of permits or licenses related to mineral exploration activities. These permits or licenses include nomination of operator, water and surface use permits, occupation permits, fire permits, and timber permits. Prior to being issued the various permits or licenses, the applicant must file a detailed work plan with the applicable government agency. Permits are issued on the basis of the work plan submitted and approved by the governing agency. Additional work on a given mineral property or a  -26-  significant change in the nature of the work to be completed would require an amendment to the original permit or license.  As part of the permit or licensing requirements, the applicant may be required to post an environmental reclamation bond in respect to the work to be carried out on the mineral property. The amount of such bond is determined by the amount and nature of the work proposed by the applicant. The amount of a bond may also be increased with increased levels of development on the property.  The Corporation has or will make application to the appropriate agencies for permits and licenses relating to those properties upon which the Corporation intends to carry out work during the 2011 exploration season. For those mineral properties in which the Corporation has an interest but is not the operator of the work programs, application for the required permits and licenses and the posting of the reclamation bonds will be made by the party entitled to carry out exploration work on the property. The Corporation believes that it is currently in compliance with all applicable environmental laws and regulations in, Australia, Alaska, Nevada, Yukon Territory and British Columbia.  The Corporation is unaware of any legal proceedings, either threatened or pending, to which the Corporation is or is likely to be a party, or of which any of its properties or assets is or is likely to be the subject, that are material to the business and affairs of the Corporation.  The Corporation does not anticipate any unusual delays or restricted access to mineral properties due to global climate change. Weather is always a factor to be considered in planning an exploration program and none of the programs have experienced delays outside of the normal expected range. Most of the North American mineral properties are located in areas that experience significant low temperatures and snowfall in winter, therefore the exploration season is generally limited to the June-October window of more clement weather. Exploration on the Corporations Australian properties can be conducted on a year-round basis. Planning for exploration and compilation of reports on completed programs and new project research continues on a year-round basis.  The table below illustrates the Corporations expenditures on exploration activities for the last three fiscal years. The figures below have been prepared in accordance with generally accepted accounting principles (GAAP) in Canada. Except as explained in Note 18 of the Corporations financial statements, the figures below are consistent with U.S. GAAP.  Year
Ended
2010Year
Ended
2009Year
Ended
2008Exploration Costs$    11,529,922$    5,853,537$    7,205,248Mineral Property Acquisition274,717330,598158,990  Note: All figures shown above are in Canadian Dollars.  The objective of the 2011 Whistler program is to delineate the four early-stage gold-copper porphyry discoveries (Island Mountain, Raintree West, Raintree East and Rainmaker) identified to-date. In addition, exploration will focus on the discovery of new gold-copper porphyry deposits in the Whistler Orbit through grid-based drill testing of high priority areas as outlined by geophysics, geology and reconnaissance drill holes. Kiska is also planning to drill test two properties in the Quesnel Trough region of north-central British Columbia in 2011. A minimum of 5,900 metres of drilling is planned at the Corporations Kliyul and 85% owned Redton copper-gold porphyry projects this summer.  -27-   The 2011 Whistler Program  The first phase of exploration will be conducted through March and April at the Whistler Project and will start in the Whistler Orbit (an approximate 5 kilometre radius centred on the Whistler Deposit), which encompasses the Raintree West, Raintree East and Rainmaker discoveries. Drilling will commence at the Raintree West target and will consist of systematic step out drill holes north of the discovery section, where evidence suggests a strengthening porphyry system. Previous drilling has intersected gold, silver, copper, lead and zinc mineralization over large intervals including a 2010 hole, WH10-24, which intercepted 83.0 metres grading 1.2 g/t gold, 11.8 g/t silver, 0.06% copper, 0.53% lead and 1.08% zinc. Raintree West lies 1.5 kilometres east of the current mineral resource for the Whistler Project.  Concurrent with the Raintree West drilling, a grid-based drill program will test prospective areas of the Whistler Orbit with shallow holes to obtain geological information and locate areas of strong alteration and/or mineralization beneath the thin layer of overburden. Up to 50 holes will test geophysical targets derived from magnetics and Induced Polarization (IP) data generated from a 3D IP survey conducted in 2009.  Results of this shallow drilling will guide further drilling with the larger drill capable of testing targets to greater depths. A second rig will be mobilized in May to follow up on targets generated from the shallow drilling campaign and to expand on known mineralization. A total of 20,000 metres of drilling are expected to be completed in the Whistler Orbit in 2011.  Exploration at the Island Mountain prospect will also be conducted in two phases. The exploration program will start with a detailed airborne magnetic geophysical survey in May to help refine drill targets and highlight new target areas in preparation for drilling slated to start in June. This work will follow up the successes of 2010 drilling including drill hole IM10-013 which intersected a 114.9 metre interval averaging 1.25 g/t gold, 4.0 g/t silver and 0.23% copper, beginning at a depth of 50.1 metres. This interval was contained within a much larger drill intercept of 362.0 metres averaging 0.56 g/t gold, 2.0 g/t silver, and 0.11% copper beginning at a depth of 42.0 metres. Detailed mapping and surface sampling has identified several new breccia outcrops that extend over a minimum 700 metre-long trend approximately 450 metres in width and open in all directions.  Two drill rigs will be mobilized to complete 11,000 metres of drilling at Island Mountain. One drill will be dedicated to expanding on a section-by-section basis mineralized zones identified in 2010. The second drill will focus on step out drilling to expand Island Mountain mineralization, to conduct reconnaissance drill testing of early stage surface and geochemical targets defined in 2010 as well as additional targets elsewhere on the property such as Muddy Creek, a gold target where 150 rock samples averaged 4.72 g/t gold over an irregular 3.2 km by 3.3 km area.  The 2011 Exploration Programs for British Columbian Porphyry Targets  In addition to the exploration program at Whistler, Kiska will be exploring two copper-gold porphyry targets in British Columbia in 2011. The properties, Kliyul and Redton, are both located within the Quesnel Trough region of the province, an area in which Kiska is one of the largest land holders. Kliyul is a 57.5 sq km property located 5 km south of the Omineca mining access road and power-line, and 60 kilometres southwest of Northgate Minerals Kemmess South mine.  Kiskas predecessor, Geoinformatics, drilled two deep holes targeting a magnetic high anomaly at Kliyul. The best intercept returned an interval of 217.8 metres of 0.23% copper and 0.52 g/t gold from a depth of 22.0 metres. This interval included 0.30% copper and 0.81 g/t gold over the bottom 131.8 metres. This  -28-  hole was drilled to a depth of 325.4 metres and ended in mineralization with the last two samples averaging 0.31% copper and 1.30 g/t gold over 4.4 metres. The second hole returned a number of shorter intervals of a similar tenor of mineralization highlighted by 24 metres of 0.20% copper and 0.44 g/t gold, 32 metres of 0.21% copper and 0.62 g/t gold and 20 metres of 0.14% copper and 1.21 g/t gold. Exploration will consist of mapping, geochemical surveys, reconnaissance IP geophysics and 2,700 metres of drilling.  The Redton Project consists of over 700 sq. km of mineral exploration claims located approximately 70 km west of the Mt. Milligan copper-gold project and immediately adjacent to Serengeti Resources recent Kwanika copper-gold discovery.  Currently, there are two highlighted target areas on the property, the Falcon and Red Zone porphyry prospects. Exploration, including 3,200 metres of drilling, will focus on these targets. Regional property work will investigate the numerous existing geochemical and geophysical targets. A 2006 hole at the Red Zone returned 167 metres grading 0.31% copper, 0.08 g/t gold and 2.48 g/t silver. Drilling in 2007 and 2008 at Falcon returned long mineralized intersections including 345 metres of 0.06% MoS2 and 144 metres of 0.09% MoS2.  For the basis of statements made by the Corporation regarding its competitive position, please see the disclosure under Item 3  Risk Factors  Specific Corporate Risks  Competitive Conditions on page 15 of the annual report on Form 20-F.  ORGANIZATIONAL STRUCTURE  The Corporations subsidiaries and their respective jurisdictions consist of the following:


|                                                 |                                    |             |             
|------------------------------------------------ | ---------------------------------- | ----------- | ------------
|                                                 | Year of incorporation/
acquisition | % Ownership | Jurisdiction
|Geoinformatics Exploration Australia Pty Ltd (1) | 2002                               | 100%        | Australia   
|Rimfire Australia Pty Ltd.                       | 2009                               | 100%        | Australia   
|2012860 Ontario Limited (2)                      | 2002                               | 100%        | Canada      
|Geoinformatics Exploration Canada Limited (2)    | 2005                               | 100%        | Canada      
|Rimfire Minerals Corporation                     | 2009                               | 100%        | Canada      
|Geoinformatics Explorations Ireland Limited      | 2002                               | 100%        | Ireland     
|Geoinformatics Alaska Exploration, Inc.          | 2003                               | 100%        | USA         
|GXL USA, Inc.                                    | 2007                               | 100%        | USA         
|Rimfire Alaska, Ltd.                             | 2009                               | 100%        | USA         
|Rimfire Nevada Ltd.                              | 2009                               | 100%        | USA         

(1)Until wound up on July 28, 2010. (2) Until dissolved on December 31, 2010.  -29-   INTERCORPORATE RELATIONSHIPS    -30-  [annual20f123110final05201001.jpg]  -31-  PROPERTY, PLANT AND EQUIPMENT  The Corporation is in the exploration stage and its properties are presently without a known body of commercial ore. Its mineral property interests are the following:  · Gillis Property located in the Nicola Mining Division of British Columbia, approximately 30 kilometers south of Merritt, British Columbia.  · Grizzly Property located in the Liard Mining Division of British Columbia, approximately 120 kilometers northwest of Stewart, British Columbia.  · Kizmet Property located in the Atlin Mining Division of British Columbia, approximately 130 kilometers northwest of Telegraph Creek, British Columbia.  · Kliyul Property located in the Omineca Mining Division of British Columbia, approximately 115 kilometers north of Takla Landing, British Columbia.  · Poker Creek Property located in the Liard Mining Division of British Columbia, approximately 16 kilometers west of Telegraph Creek, British Columbia.  · Quesnel Trough Project, consisting of 6 properties, is located in the Cariboo Mining Division of British Columbia, from 15 kilometers south of Prince George to 40 kilometers north of Fort St. James, British Columbia.  · RDN Property located in the Liard Mining Division of British Columbia, approximately 120 kilometers northwest of Stewart, British Columbia.  · Redton Property located in the Omineca Mining Division of British Columbia, approximately 140 kilometers northwest of Fort St. James, British Columbia.  · Thorn Property located in the Atlin Mining Division of British Columbia, approximately 120 kilometers northwest of Telegraph Creek, British Columbia.  · Tide Property located in the Skeena Mining Division of British Columbia, approximately 36 kilometers north of Stewart, British Columbia.  · Williams Property located in the Liard Mining Division of British Columbia, approximately 150 kilometers southeast of Dease Lake, British Columbia and 330 kilometers north of Smithers, British Columbia.  · Goodpaster Properties located in the Fairbanks Recording District, Alaska, 65 kilometers northeast of Delta Junction, Alaska.  · Uncle Sam Property located in the Fairbanks Recording District, Alaska, 75 kilometers southeast of Fairbanks, Alaska.  · Whistler Property located in the Anchorage Recording District, Alaska, 160 kilometers northwest of Anchorage, Alaska.   -32-   · Boulevard Property located in Whitehorse Mining District of Yukon Territory, approximately 135 kilometers south of Dawson City, Yukon.  · Wernecke Breccia Property located in the Mayo Mining District of Yukon Territory, approximately 180 kilometers northeast of Mayo, Yukon.  · Colorback/Hilltop Properties located in Lander County Nevada approximately 100 kilometers southwest of Elko, Nevada.  · Barmedman and Walmer properties located in the Lachlan Fold Belt, New South Wales Australia.  · Victoria Goldfields properties located in the Stawell Corridor, Victoria, Australia.  At present, the Corporation does not intend to undertake any exploration at its own expense on the Barmedman/Walmer, Boulevard, Colorback/Hilltop, Gillis, Goodpaster, Grizzly, Kizmet, Poker Creek, Quesnel Trough, RDN, Thorn, Tide, Williams, Wernecke Breccia, or Uncle Sam properties for the fiscal year ending December 31, 2011. Option agreements in place require other corporations to complete exploration programs on some of these properties. These are described in more detail in the description of each property in this Item 4 below.  In the event that joint venture partners are not obtained for the remaining properties, the Corporation may pay the required carrying costs from working capital or allow these claims to be returned to the vendor or be forfeited to the State, Province or Territory as the case may be.  The Corporations head office occupies 5,211 square feet of office space leased under agreement with The Manufacturers Life Insurance Company. The Corporation has purchased furnishings, computers and office equipment, and leased a photocopier. The rent, as of March 31, 2011, is $20,452 per month, including operating charges of $7,560 per month. Telephone and internet access charges are in addition to this amount.  The Corporations mineral properties are detailed below.   -33-  Whistler Property, Anchorage Recording District, Alaska [annual20f123110final05201002.jpg] Map showing the location of the Whistler Project relative to Anchorage and possible land access routes.  Location and Introduction  The Whistler property, consisting of 868 claims, covering 132,600 acres, is located 160 kilometers northwest of Anchorage, Alaska in the Yentna Mining District of Alaska. The property boundaries have not been legally surveyed. The Whistler Property is owned 100% by the Corporation, subject to underlying royalties. Some of the claims are subject to a 1.5% net smelter royalty (NSR) to the original owner, which can be brought down to 0.5% by a US$10 million buy-down. Moreover, Teck Cominco owns a 2% net profit interest (NPI) over all of these claims..  The project is located in the drainage of the Skwentna River. Elevation varies from about 400 metres above sea level in the valley floors to over 5,000 metres in the highest peaks. Access to the project area is solely by aircraft in summer. In 2011, a winter access trail was reactivated and bulk equipment and fuel was transported overland onto the property. The old camp, located near Rainy Pass, a lodge and serviced with a gravel airstrip for wheel-based aircrafts was dismantled and relocated to a site near the Whistler deposit and a newly constructed gravel airstrip. The camp is equipped with diesel generators, a satellite communication link and tent structures on wooden floors. Although chiefly used for summer field programs, the camp has been winterized.  -34-  Property History    Mineral exploration in the Whistler area was initiated by Cominco Alaska in 1986, and continued through 1989. During this period, the Whistler and the Island Mountain copper-gold porphyry occurrences were discovered and partially tested by drilling. In 1990, Comincos interest waned and all cores from the Whistler region were donated to the State of Alaska. The property was allowed to lapse.  In 1999, Kent Turner staked twenty-five State of Alaska mining claims at Whistler and leased the property to Kennecott. From 2004 through 2006, Kennecott conducted extensive exploration of Whistler region, including geological mapping, soil, rock and stream sediments sampling, ground induced polarization, the evaluation of the Whistler copper-gold occurrence with fifteen core boreholes (7,948 metres) and reconnaissance core drilling at other targets in the Whistler region (4,184 metres). Over that period, Kennecott invested over US$6.3 million in exploration. In June 2007, Kennecott offered the Whistler project to the Corporation under the Master Strategic Alliance Agreement. The Whistler Project was transferred at no cost as the third target-of-merit under the Master Strategic Alliance Agreement and was subject to separate provisions that specified that expenditures made and targets drilled on the Whistler Project would not constitute expenditures or targets toward Geoinformatics obligations under the Master Agreement. In the years 2007 and 2008, Geoinformatics drilled 12 core holes (5,784 metres) into the Whistler deposit and 6 exploration holes (1,841 metres) in the Whistler area (Whistler Orbit). As a requirement of the merger of Rimfire Minerals Corporation and Geoinformatics that formed Kiska Metals, in June 2009, Kiska and Kennecott agreed to a legally-binding work program required to trigger Kennecotts back-in rights over the Whistler property.  The work program called for Kiska to complete defined amounts of geophysics and drilling on several targets within the Whistler project area.  Once the full program was completed, Kennecott would decide on whether to exercise its right to back in or relinquish back-in rights and revert to a royalty.  The program (Trigger Program) included: · Up to 341 line kilometers of 2D and 3D Induced Polarization geophysics on regional targets. · Drilling of a minimum of 20 holes with a minimum depth of 200m per hole, for at least 7000m in aggregate.  The Trigger Program, conducted from July 2009 to July 2010, was supervised by a technical committee comprised of two geoscientists from each of Kiska and Kennecott.  In August of 2010, Kiska delivered a Technical Report to Kennecott summarizing the results of the completed Trigger Program.  In early September of 2010, Kennecott informed Kiska that it would not exercise its back-in right on the project and hence retained a 2% Net Smelter Royalty on the property.  From this point, Kiska continued to drill and explore the Whistler property for the duration of the 2010 field season and spring 2011 season, including drilling the Whistler Deposit followed by a new resource estimate, and step-out drilling at the Raintree West and Island Mountain Breccia Zone prospects.  Property Description  The Corporations gained 100% ownership of the Whistler Property after Kennecott waived its back in  -35-  rights on the project and retain a 2% Net Smelter Royalty on the property. By gaining 100% ownership the Corporation took assignment of the Mineral Lease Agreement between Mr. Kent Turner and Kennecott dated July 3, 2003 granting to Kennecott and its successors a renewable 30-year lease on twenty-five unpatented State of Alaska Claims containing the Whistler copper-gold deposit. In consideration of the lease, Kent Turner is entitled to advance annual royalty payments of US$50,000 at the anniversary of the agreement and deductible against a 1.5% Net Smelter Royalty. One percent (1%) of the Turner royalty can be purchased for US10,000,000. The agreement also provides for minimum annual exploration expenditures US$100,000 since February 1, 2006.  A second underlying agreement is an earlier agreement between Cominco American Incorporated (now Teck Resources Limited) and Mr. Kent Turner dated October 1, 1999. This agreement concerns a 2% net profit interest held by Teck Resources Limited in connection with the Turner Claims.  During 2009, the Corporation staked an additional 136 claims surrounding the existing claims.  The following table details the claims that comprise the Whistler property with legal identification (Mineral Tenure) and location.


|                    |                      |                                                               
|------------------- | -------------------- | --------------------------------------------------------------
|Claim               | Mineral Tenure (ADL) | Location                                                      
|BT 001-BT099        | 667647-667745        | Seward M., T.S. 19N-20N, Range 19W-20W                        
|IM 1-IM 18          | 645698-646065        | Seward M., T.S. 19N-20N, Range 19W-20W                        
|IM 19-IM 24         | 645709-645714        | Seward M., T.S. 20N, Range 19W                                
|IM 25-IM 27         | 646066-646068        | Seward M., T.S. 20N, Range 20W                                
|IM 28-IM 35         | 645715-645722        | Seward M., T.S. 20N, Range 19W                                
|IM 36               | 646069               | Seward M., T.S. 20N, Range 20W                                
|IM 37-IM 42         | 645723-645728        | Seward M., T.S. 20N, Range 19W                                
|IM 43               | 646070               | Seward M., T.S. 20N, Range 20W                                
|IM 44-IM 49         | 645729-645734        | Seward M., T.S. 20N, Range 19W                                
|IM 50               | 646071               | Seward M., T.S. 20N, Range 20W                                
|IM 51-IM 54         | 645735-645738        | Seward M., T.S. 20N, Range 19W                                
|IM 55               | 646072               | Seward M., T.S. 20N, Range 20W                                
|IM 56-IM 59         | 645739-645742        | Seward M., T.S. 20N, Range 19W                                
|IM 60-IM 70         | 646073-646083        | Seward M., T.S. 19N, Range 19W-20W                            
|IM 71-IM 128        | 646764-646821        | Seward M., T.S. 20N, Range 19W                                
|MUD 1-MUD 43        | 650959-651001        | Seward M., T.S. 20N-21N, Range 19W-20W                        
|MUD 44-MUD 51       | 656421-656428        | Seward M., T.S. 20N, Range 20W                                
|Port 2151-Port-2153 | 633446-633448        | Seward M., T.S. 22N, Range 18W                                
|Port 2251-Port-2253 | 633446-633451        | Seward M., T.S. 22N, Range 18W                                
|Port 2351-Port-2355 | 633452-633456        | Seward M., T.S. 22N, Range 18W                                
|Port 2454-Port-2459 | 633457-633462        | Seward M., T.S. 22N, Range 18W                                
|Port 2555-Port-2559 | 633463-633467        | Seward M., T.S. 22N, Range 18W                                
|Port 2655-Port-2657 | 633468-633470        | Seward M., T.S. 22N, Range 18W                                
|SAM 1  SAM 37      | 667206-667242        | Seward M., T.S. 21N-22N, Range 17W-18W                        
|Whisper 1  4       | 641197-641200        | Seward M., T.S. 23N, Range 19W                                
|Whisper  9  13     | 641201-641205        | Seward M., T.S. 23N, Range 18W-19W                            
|Whisper 17  22     | 641206-641211        | Seward M., T.S. 23N, Range 18W-19W                            
|Whisper 27  32     | 641212-641217        | Seward M., T.S. 23N, Range 18W-19W                            
|Whisper 37  44     | 641218-641225        | Seward M., T.S. 23N, Range 18W-19W                            
|Whisper 47  55     | 641226-641234        | Seward M., T.S. 23N, Range 18W-19W                            
|Whisper 57  104    | 641235-641283        | Seward M., T.S. 22N, Range 18W-19W                            
|Whisper 105 - 109   | 641182-641186        | Seward M., T.S. 22N, Range 18W                                
|Whisper 110 - 119   | 641284-641293        | Seward M., T.S. 22N, Range 18W-19W                            
|Whisper 120         | 641187               | Seward M., T.S. 22N, Range 18W                                
|Whisper 121 - 126   | 641294-641299        | Seward M., T.S. 22N, Range 18W-19W                            
|Whisper 127 - 130   | 641188-641191        | Seward M., T.S. 22N, Range 18W                                
|Whisper 131 - 138   | 641300-641305        | Seward M., T.S. 22N, Range 18W-19W                            
|Whisper 139 - 143   | 641192-641196        | Seward M., T.S. 22N, Range 18W                                
|Whisper 144 - 156   | 641306-641318        | Seward M., T.S. 22N, Range 18W-19W                            
|Whisper 157 - 180   | 641320-641343        | Seward M., T.S. 22N, Range 18W-19W                            
|Whisper 181         | 641275               | Seward M., T.S. 22N, Range 19 Seward M., T.S. 22N, Range 18W W
|Whisper 182         | 641319               | Seward M., T.S. 22N, Range 18W                                
|Whisper 183         | 644845               | Seward M., T.S. 23N, Range 19W                                
|Whisper 184         | 646084               | Seward M., T.S. 23N, Range 19W                                
|Whisper 185 - 187   | 644846-644848        | Seward M., T.S. 23N, Range 19W                                
|Whisper 188 - 236   | 646085-646133        | Seward M., T.S. 22N-23N, Range 17W,18W,19W                    
|Whisper 240 - 250   | 646137-646147        | Seward M., T.S. 22N, Range 17W-18W                            
|Whisper 265 - 269   | 646162-646166        | Seward M., T.S. 22N, Range 18W                                
|Whisper 284 - 290   | 646181-646186        | Seward M., T.S. 22N, Range 16W, 18W                           
|Whisper 305 - 311   | 646202-646208        | Seward M., T.S. 22N, Range 16W,18W                            
|Whisper 326 - 332   | 646223-646229        | Seward M., T.S. 22N, Range 16W,18W                            
|Whisper 336  342   | 646233-646239        | Seward M., T.S. 22N, Range 17W                                
|Whisper 347  361   | 646244-646258        | Seward M., T.S. 22N, Range 16W,17W, 18W                       
|Whisper 365 - 617   | 646262-646977        | Seward M., T.S. 21N-22N, 
Range 16W,17W, 18W, 19W             

-37-  Regional Geology  Alaskan geology consists of a collage of various terranes that were accreted to the western margin of North America as a result of complex plate interactions through most of the Phanerozoic. The southern most Pacific margin is underlain by the ChugachPrince William composite terrane, a Mesozoic-Cenozoic accretionary prism developed seaward from the Wrangellia composite terrane. It comprises arc batholiths and associated volcanic rocks of Jurassic, Cretaceous and early Tertiary age.  The Alaska Range represents a long-lived continental arc characterized by multiple magmatic events ranging in age from about 70 million years (Ma) to 30Ma and associated with a wide range of base and precious metals hydrothermal sulphide-bearing mineralization.  Property Geology  The geology of Whistler project is characterized by a thick succession of Cretaceous to early Tertiary (ca. 97 to 65Ma) volcano-sedimentary rocks intruded by a diverse suite of plutonic rocks of Jurassic to mid-Tertiary age. Five main intrusive suites are important in the Whistler project area.  The Whistler Igneous Suite comprises alkali-calcic basalt-andesite, diorite and monzonite intrusive rocks generally older than 75.5Ma with restricted extrusive equivalent. These intrusions are commonly associated with copper-gold porphyry-style mineralization characterized by low arsenic and low antimony.  The Summit Lake, Kichatna and Hartman River Intrusions (74 to 61Ma) are calc-alkalic granodiorite to diorite intrusions occurring northeast of the Whistler region. These intrusions are generally auriferous and hydrothermal mineralization is commonly arsenical.  The Composite Intrusions vary in composition from peridotite to granite and their ages span from 67 to about 64 Ma. Copper-gold veinlets and pegmatitic occurrences are characteristics of the Composite plutons.  The Crystal Creek Intrusions form a suite of calc-alkalic granite and granite porphyry intrusions with extrusive rhyolite ranging in age from 61 to 65Ma. Andesite and diorite rocks may represent higher level or border phases of this intrusive suite.  The Merrill Pass igneous suite forms a north-trending belt of differentiated calc-alkalic volcanic and intrusive rocks (44 to 30Ma) related to the emergence of the Aleutian arc. They are associated with porphyry copper mineralization and are generally barren.  Mineralization  The Whistler project was acquired by the Corporation for its potential to host porphyry-style magmatic hydrothermal gold and copper mineralization. Magmatic hydrothermal deposits represent a wide spectrum of mineral deposits formed by the circulation of hydrothermal fluids into fractured rocks and associated with the intrusion of magma into the crust. Exploration work completed on the property has uncovered several porphyry-style magmatic hydrothermal copper-gold sulphide occurrences, suggesting that the project area is generally highly prospective for porphyry copper-gold deposits.   -38-  The Whistler copper-gold deposit is the most important exploration target on the Whistler project. Drilling by Cominco, Kennecott and the corporation was successful in delineating copper-gold sulphide mineralization associated with at least three diorite porphyry intrusive phases. The oldest phase exhibits the best copper-gold mineralization, while the third and youngest are much less mineralized. On surface, the copper gold mineralization extends over an area measuring 750 by 250 metres and from the surface to depths ranging between 200 and 750 metres.  Surface Exploration, Geophysics and Drill Programs  There are partial records documenting sixteen shallow core boreholes (1,677 metres) drilled on the Whistler copper-gold deposit in 1988 and 1989. The records contain descriptions of the core, with drilling logs and assay results. Apparently, the core from these holes was donated to the State of Alaska in 1990. Few details are available for the sampling procedures used by Cominco Alaska (Teck Resources Ltd.).  Kennecott carried out systematic exploration of the project area between 2003 and 2006. This work included reconnaissance mapping and prospecting, airborne geophysical and radiometric surveying, rock, soil and stream sediments sampling, detailed mapping over selected areas and ground Induced Polarization (IP) surveys.  Between 2004 and 2006, Kennecott drilled a total of thirty-five core holes (12,694 metres) on the Whistler project. Fifteen of those core holes (7,948 metres) were drilled on the Whistler deposit. Drilling at Whistler aimed at testing the copper-gold sulphide mineralization on six east-west sections spaced at 150 to 200 metres with inclined boreholes drilled towards the east and the west. Two inclined holes were drilled with a south azimuth to test the depth extension of the sulphide mineralization.  A total of twenty boreholes (4,746 metres) were drilled by Kennecott to investigate other exploration targets. Targets selected for drilling were typically chosen based on a combination of geology, geochemical and geophysical criteria interpreted to be indicative of porphyry-style mineralization. The drilling strategy involved testing selected targets with vertical or angled drill holes to validate the geological model. One or more boreholes were drilled, depending on results, in an attempt to vector towards the potassic core of a magmatic hydrothermal system known to be associated with better copper and gold sulphide mineralization in this area.  When the Corporation acquired the Whistler project, a review of project data was completed and in 2007 and 2008, a program of reconnaissance IP (induced polarization) surface mapping, soil and rock geochemistry and drilling were carried out. A total of 12 core holes (5,784 metres) were drilled in the Whistler deposit and 6 exploration holes (1,841 metres) in the Whistler area (Whistler Orbit).  In 2009, Kiska undertook a 2D and 3D IP survey over most of the prospective areas in the Whistler, Island Mountain and Muddy Creek areas.  Kiska commissioned Aurora Geoscience to complete 224 line-kilometres of a 3D Induced Polarization geophysical survey.  This was executed on two grids (Round Mountain; Whistler Orbit) which were comprised of grid lines ranging from 4 to 9 km long with a line-spacing of 400 metres.  The raw data was delivered to Mira Geoscience for detail data quality control and error analysis prior to the construction of a 3D inversion model.  This survey reaffirmed that the Whistler deposit is coincident with a discrete 3D chargeability anomaly and showed that much of the Whistler Orbit area contains broad areas of anomalous chargeability. SJ Geophysics completed 40 line-kilometres of a 2D Induced Polarization geophysical surveys in areas at Alger Peak, Island Mountain and Muddy  -39-  Creek. In conjunction with the airborne magnetic data, these zones of anomalous chargeability defined by the IP surveys provide an important criteria for targeting drill holes in the ongoing work.  Kennecott used industry best practices to collect, handle and assay soil, rock and core samples collected during the period 2004-2006. Kennecott also used industry best practices in their quality control measures. The Corporation continues to employ these same procedures and has all sample preparation and analyses conducted by accredited labs.  [annual20f123110final05201004.gif]    Whistler Area Exploration Drilling  A total of 21 exploration holes for 7,652 metres of drilling in the Whistler area were completed by Kiska in 2009-2010.  A majority of these holes were drilled in the Whistler Orbit, an area that includes much  -40-  of the broad valley floor to the north, east and south of the Whistler Ridge, that includes the Raintree and Rainmaker prospect areas.  A majority of these holes were drilled in the Whistler Orbit and intersected andesitic volcanic rocks with moderate to strong sericite-clay-pyrite alteration and occasional sphalerite- and galena-bearing quartz-carbonate veins and in some instances chalcopyrite.  The Raintree West prospect was discovered by exploration drilling completed by the Corporation in 2008. In 2009, Kiska drilled two significant intercepts, in follow-up drilling of porphyry-style Au-Cu mineralization, the upper one returning 128.7 metres averaging 0.56 g/t gold, 6.8 g/t silver, 0.16% copper, 0.14% lead and 0.32% zinc and a second deeper intercept returning 97.2 metres averaging 0.61   g/t gold, 6.9 g/t silver, 0.16% copper, 0.24% lead and 0.59% zinc (WH09-02). Another hole, WH10-24, drilled a 100 metres further south returned 83.0 metres of 1.2 g/t gold, 11.8 g/t silver, 0.06% copper, 0.53% lead and 1.08% zinc. The follow-up drilling to these positive results is continuing in the current March-April spring exploration program.  The Raintree East prospect, located 2.8 km to the east-northeast of the Whistler deposit, represents another prospect discovered in reconnaissance drilling that will see follow-up in the 2011 spring program. The hole, WH10-008, drilled there in 2010 returned 90 metres of 0.42 g/t Au, 1.33 g/t Ag, 0.10% Cu corresponding to a zone sparse sheeted to stockwork quartz-pyrite-chalcopyrite veins   Island Mountain Exploration Drilling  The Breccia Zone discovery hole, IM09-001 returned 382.9 metres (top to bottom) of 0.68 g/t Au and 0.10% Cu with an upper interval 150.0 metres averaging 0.72 g/t  Au, 2.37 g/t Ag and 0.16% Cu from 44.0 to 94.0 metres and a deeper zone of pyrrhotite veins and disseminations (Lower Zone mineralization) that returned 106.9 metres averaging 1.22 g/t Au, 0.69 g/t silver and 0.05% copper from 280.0 to the 386.9 metres (end of hole). All of the follow-up holes to the discovery hole have intercepted varying degrees of mineralization. One of the highlight holes from the 2010 season was hole IM10-013, located 100 metres NNW from the discovery hole, that returned 114.9 metres of 1.25 g/t gold, 4.0 g/t silver and 0.23% copper from a depth of 50.1 metres. Results from this drilling program indicate that gold-copper mineralization is open at depth and to the northwest of the Discovery Breccia, where surface work has mapped intrusive and hydrothermal breccias for a strike length in excess of 800 metres as well as expansive areas of altered and mineralized diorite intrusive rocks. Extensive surface geochemical results are being compiled and will be used to guide drilling at Island Mountain in 2011 focusing on both continued expansion of the discovery zones and investigation of numerous other distinct targets.  Island Mountain; Initial Metallurgical Test Work  Samples from the discovery hole IM09-001 were selected to create representative composite samples used to carry out preliminary metallurgical test work to assess the mineralogical associations and the potential for effective treatment of the rock to recover copper and gold. Core logging and assay results indicated a difference between the upper and lower mineralized intervals. The upper unit had higher copper but lower gold values and the lower material tended to contain more pyrrhotite.  The preliminary testing has indicated that the Island Mountain material tested is amenable to copper recovery by flotation and that the gold is relatively free milling. This is particularly true of the greater portion of the material represented by the Lower Composite. The results indicate that in the range of 90% of the gold in the Lower Composite can be recovered by either whole ore leaching or a combination of flotation and leaching of the tailings. With further development work, copper flotation recoveries will likely rise to the 80% range for the Lower Composite.  -41-   Similarly, gold recovery in the range of 90% can be achieved by whole ore leaching of the Upper Composite. Further flotation work on the Upper Composite will improve both copper and gold recoveries to concentrate.  Whistler Deposit; Initial Metallurgical Test Work  In 2004, Kennecott submitted three composite core samples for metallurgical testing at Dawson Metallurgical Laboratories Inc. in Salt Lake City, Utah. Preliminary test work on the three composite samples included gravity concentration or flotation to recover the copper and gold. Recovery of copper and gold focused on flotation as the process option in later test work.  In general, 90% to 92% copper recovery was achieved into a 6% copper rougher concentrate. Also recovered in this concentrate was 80% of the gold at a rougher grade of 20 g/t. These recoveries were accomplished at laboratory flotation times of 5 to 6 minutes and a grind of 80% passing 162 microns. This grind size and flotation time is typical of porphyry copper flotation response and grind requirements.  Three stage open circuit cleaner tests carried out on the rougher concentrate resulted in overall recoveries to the third cleaner concentrate of 80% of the copper and 60% of the gold. The grade of the final concentrate was 22.5% copper and 65 g/t Au. The cleaning tests were carried out at a grind of 80% passing approximately 50 microns.  The 10% copper loss in the cleaning circuit is not untypical of open circuit cleaning and better recoveries could be achieved in plant operation and would likely be indicated in locked cycle (closed circuit) cleaning tests or pilot plant testing. The final concentrate copper grade is not in the typical range of 25% to 30%. Better results with respect to both grade and recovery are likely to be achieved by further optimization of the reagent regime and a finer regrind prior to the cleaner flotation. One would expect to see a required grind in the range of 80% passing 30 to 40 microns.  Given that the bulk of the value lies in the gold rather than the copper in this material the high losses to both the rougher tails and the cleaner circuit tails are of significant concern. Approximately 20% of the gold is lost in each of these streams. Finer grinding of the rougher stream increased copper recoveries slightly while not improving gold recoveries. Future work should address the form of this gold loss and investigate options to improve it.  Whistler Deposit Mineral Resource Estimation  The mineral resource model presented in the technical report prepared by Moose Mountain Technical Services and filed on the Internets System for Electronic Document Analysis and Retrieval (SEDAR) on March 18, 2011, was prepared to provide an initial assessment of copper and gold sulphide zones delineated by drilling on this project and to provide management an independent assessment to justify additional exploration and development work. The resource estimate was completed by R.J. Morris, M.Sc., P.Geo. an independent qualified person as this term is defined in National Instrument 43-101. The effective date of this resource estimate is March 17, 2011.  Estimated mineral resources fall into two broad categories dependent on whether the economic viability of them has been established and these are namely resources (economic viability not established) and ore reserves (viable economic production is feasible). Resources are sub-divided into categories  -42-  depending on the confidence level of the estimate based on level of detail of sampling and geological understanding of the deposit. The categories, from lowest confidence to highest confidence, are inferred resource, indicated resource and measured resource. Reserves are similarly sub-divided by order of confidence into probable (lowest) and proven (highest). The resource classifications used below can be more particularly described as follows:  inferred mineral resource is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological grade and continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.  indicated mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.  All mineral resources referenced in the technical report have been estimated in accordance with the definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in NI 43-101. U.S. reporting requirements for disclosure of mineral properties are governed by the SEC Industry Guide 7 ("Guide 7"). NI 43-101 and Guide 7 standards are substantially different. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101. These definitions differ from the definitions of "proven (measured) reserves" and "probable (indicated) reserves" in Guide 7. Under Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.  The technical report uses or may use the terms "mineral resource," "indicated mineral resource" and "inferred mineral resource". We advise investors that these terms are defined in and required to be disclosed by NI 43-101. However, these terms are not defined terms under Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.  -43-   2011 Whistler Deposit Resource EstimateTonnes and GradeTotal Contained MetalResource CategoryTonnes (Mt)Gold (g/t)Silver (g/t)Copper (%)Gold Eq2g/tGold (Moz)Silver (Moz)Copper (Mlbs)Gold Eq3(Moz)Open Pit ResourceIndicated179.20.511.970.170.881.285.033022.25Inferred1145.80.401.750.150.731.858.214673.35 1.  Reported within a conceptual pit shell (45 degree pit slope angle) and based on a cut-off grade of $7.5/t adjusted for metallurgical recovery and offsite costs. 2.  Gold equivalent grade calculation was based on 75 percent recovery for gold and silver; 85 percent recovery for copper; USD$990 per ounce gold, USD$15.40 per ounce silver and USD$2.91 per pound of copper. 3.  Totals may vary due to rounding . Future Exploration Programs  The 2011 spring exploration program currently underway consists of a grid drilling program in the Whistler Orbit that aims to complete approximately 50 short drill holes totaling 2500 metres. These holes will be drilled in a 200 metre spaced grid pattern to penetrate through overburden and sample bedrock to shallow depths of 50 metres on average. As well, a larger drill will test the Raintree West target as well as the Raintree East and other possible targets, as revealed by the results of the grid drilling program. The larger drill is expected to complete approximately 3000 metres of drilling.  In the second half of 2011, two drill-rigs will conduct approximately 15,000 metres of drilling primarily in the Whistler Orbit area while two other drills will concentrate approximately 11,000 metres of drilling on the Island Mountain Breccia Zone as well as other reconnaissance targets at Island Mountain and Muddy Creek.  The Qualified Person for this property is Mark Baknes, P.Geo. Vice President, Exploration for the Corporation.  The Corporations other British Columbia and Yukon properties include:  Adam Property, Skeena Mining Division, BC  The Adam Property, covering 1,823 hectares, is approximately 70 kilometers northwest of Stewart, British Columbia. The Corporation sold 100% of these claims to Paget Resources Ltd. for a cash payment of $10,000. The Corporation retains a 2% NSR.  Boulevard Property, Whitehorse Mining District, Yukon  The Boulevard Property, consisting of 238 claims, is located approximately 135 kilometers south of Dawson City, Yukon. The Boulevard Property was held jointly by Kiska (50%) and Northgate Minerals (50%), with each company having funded the initial $330,000 in exploration that led to staking of the property. Northgate solely funded the next exploration program to earn an additional 10% interest.  Effective July 22, 2009, the Corporation and Northgate signed an option agreement with Silver Quest  -44-  Resources Ltd. (Silver Quest) under which Silver Quest can acquire the Corporations 50% interest in the property. Silver Quest will make staged cash payments to the Corporation on a 40% basis totaling $80,000 ($32,000 upon regulatory acceptance), issue an aggregate of 400,000 shares (160,000 upon regulatory acceptance) and complete exploration expenditures of $3,000,000 ($200,000 the first year) over a five year period. The Corporation retains a 1% net smelter royalty (NSR) on the property, with Silver Quest having the right to buyback 0.25% of the NSR for $375,000. In addition, should Silver Quest complete a 43-101 compliant resource estimate on the property in excess of 1,000,000 ounces of gold in an indicated category, they will be required to make a one-time bonus payment of an additional 500,000 shares of its capital stock each to Kiska and Northgate.  Silver Quest also purchased from the Corporation and Northgate certain data pertaining to soil, silt and rock sampling completed in areas around or near the property. If Silver Quest acquires open ground by staking within defined areas, it  will be required to issue additional common shares, up to a maximum of 250,000 to the Corporation, and the additional property, if any, will be further subject to a NSR in favor of the two original partners. Silver Quest would be entitled to buyback 1% of the NSR for $500,000. Late in 2009, Silver Quest acquired claims by staking and issued an additional 100,000 shares to the Corporation.  The Boulevard area was selected from a much larger regional compilation and reconnaissance silt sampling program that led to the identification of anomalous gold and pathfinder elements in creeks draining the Boulevard. Detailed soil sampling in 2007 outlined the multi-element geochemical anomaly that was tested by trenching in July 2008. In light of positive trench results the Corporation and Northgate staked additional claims.  Diamond drilling in September 2008 was focused on trenched areas with significant widths of gold mineralization. Additional targets were identified from results of a magnetometer survey and previous soil geochemistry data. A total of 525 meters of core was drilled in seven holes from six different locations. In total, 4.85 line kilometers of IP and 45 line kilometers of magnetometer survey were completed. The soil survey grid was extended southeast from the existing Boulevard grid. The drilling intersected gold mineralization in five of seven holes. Drilling tested the mineralization in the discovery trench and targets along the apparent strike of this mineralization, within a large multi-element soil geochemical anomaly.  Since optioning the project, Silver Quest completed substantial auger soil-geochemical surveys leading to the definition of 3 distinct anomalies that were later tested by a 20 hole (3,006 m) diamond drilling program in 2010. Drilling intersected generally lower grade mineralization over widths of less than 25 m core length. No programs have been announced for the 2011 season.  Gillis Property, Nicola Mining Division, BC  The Gillis property consists of 14 claims covering 6,182 hectares of rolling upland terrain 30 km southwest of the town of Merritt, British Columbia. Access to the property is primarily by a Bell 206 helicopter based out of Merritt. Although the areas where most of the exploration is focused are not road accessible, future road access could be facilitated from gravel forestry roads that circle the property.  Previous work on the Gillis property was limited to reconnaissance stream sediment and soil geochemical surveys carried out by Almaden Minerals Ltd. in 2005 and 2006 focused on follow up of regional stream sediment geochemical gold anomalies in 2005-2006. This work had identified anomalous gold-in-silt geochemistry in a number of drainages and very limited follow-up defined anomalous gold soil  -45-  geochemistry with a few rock samples returning weakly anomalous gold values.  The Corporation signed an option agreement to earn a 100% interest in the Gillis property, subject to a 2% NSR, 1.5% of which can be purchased for $1.5 million. The Corporation is to make cash payments of 2.5% of mineral exploration expenditures and: · $15,000 within 10 days of the execution of the agreement (paid) · $25,000 on or before September 5, 2009 (paid) · $50,000 on or before September 5, 2010 (paid) · $75,000 on or before September 5, 2011.  fund exploration expenditures of: · not less than $75,000 on or before September 5, 2009 (completed) · an aggregate $125,000 on or before September 5, 2010 (completed) · an aggregate $200,000 on or before September 5, 2011 · an aggregate $300,000 on or before September 5, 2012  issue 217,500 common shares to the vendors within 10 days of announcement of NI 43-101 compliant gold resource of 500,000 oz.  During October 2008, Rimfire Minerals Corporation carried out a mapping, prospecting, and geochemical sampling program on the Gillis property. The sampling work was contracted to RIO Minerals Ltd. who completed 80 kilometers of soil lines, collecting a total of 1712 soil samples. A total of 64 rock samples were taken during prospecting and mapping which focused on previously defined soil and silt anomalies in the western and central portions of the property. Prospecting led to the discovery of three showings that have anomalous values of gold and silver in combination with other pathfinder elements.  Effective August 30, 2010, the Corporation signed an option agreement with CVC Cayman Ventures Corp. under which Cayman can acquire up to 51% interest in the property by incurring exploration expenditures of $2,000,000 and payments totaling $155,000 over four years and issuing 250,000 Cayman shares. Cayman can acquire up to 60% interest in the property by incurring an additional $1,000,000 on the project within 5 years of the effective date.  Cayman is planning a $200,000 trenching program for the summer of 2011.  Grizzly & RDN Properties, Liard Mining Division, BC  The RDN/Grizzly Property is located in the Liard Mining Division of British Columbia approximately 120 kilometers northwest of Stewart, British Columbia and 50 kilometers north of the Eskay Creek Mine. The RDN property is comprised of 14 claims, covering approximately 8,576 hectares while the contiguous Grizzly property is comprised of 8 claims covering 2,652 hectares.  Regional exploration in the area was conducted by several mining companies from the 1960's to the early 1980's, which resulted in the discovery of porphyry and vein style mineralization at the nearby Snip, Johnny Mountain and Sulphurets areas. In 1989, Noranda Exploration Company carried out a program of sampling and conducted airborne magnetic and aeromagnetic surveys over the property. They continued the exploration with geochemical and geophysical surveys and a 15 hole diamond drilling program in 1990 followed by expanded geophysical surveys and the drilling of an additional 15 diamond drill holes in 1991. Pathfinder Resources Limited carried out work programs which included soil sampling,  -46-  geological mapping, prospecting, and geophysical surveying between 1994 and 1996. Rimfire Minerals Corporation purchased the property in 1997, subject to 1.34% NSR, one-half of which may be bought for $666,666. On December 14, 2005, Rimfire Minerals Corporation purchased 100% of the LL property, which is contiguous with the RDN, for $30,000 cash with a net smelter return royalty of 2%. This royalty can be purchased at any time for $2,000,000. In 1999, Rimfire Minerals performed a surface exploration program followed by a 574 meter, 9 hole drill program testing targets at the Marcasite Gossan, Jungle and Main Zones. In 2000 Newmont Canada Limited (Newmont) optioned the property and carried out a 27 kilometer UTEM geophysical survey later that year. In 2002 Newmont completed a 13 hole program totaling 2,256 meters, in the Wedge Zone, Sand Lake, Marcasite Gossan and Boundary Zones. In late 2002 Newmont dropped their option and by 2003 Barrick Gold Corporation (Barrick) optioned the property and carried out a program of mapping, prospecting and contour soil sampling focused on areas underlain by rhyolitic volcanics including the Arctic Grid and Boundary Zone. During 2002 Barrick completed a 9 hole 1,125 meter drill program testing targets at the Jungle and Carcass Valley areas.  The Corporation signed an option agreement and subsequent amendments with Northgate Minerals Corporation (Northgate) which provides that Northgate can earn a 51% interest in the RDN Property on completion of the following:  Fund exploration expenditures of: · not less than an aggregate of $3,000,000 on or before December 31, 2006
(as revised December 2, 2005) (completed) · not less than an aggregate of $5,000,000 (requirement suspended on February 21, 2007 until a later date, to be mutually agreed upon) Cash payments of: · an aggregate of $125,000 on or before March 1, 2006 (received) · $75,000 (requirement suspended on February 21, 2007 until a later date, to be mutually agreed upon) The Corporation will be project operator until Northgate has earned its 51% interest. Northgate may earn an additional 9% by completing a feasibility study and funding all expenditures up to completion of the feasibility study.  The Corporation signed an amendment suspending the terms of the option agreement with Northgate until such time as road access to the RDN property is constructed. The Teck /Novagold partnership developing the Galore Creek deposit is constructing this road to access their project. Much of the road has been completed, but construction has been suspended until such time that a decision to continue the mine construction is made by Teck. Some of the RDN claims were split into a separate property to be referred to as the Grizzly Property. The Grizzly Property is owned 100% by the Corporation subject to the underlying NSR.  During 2004, Northgate completed 2,499 meters of drilling in nine holes. Several precious-metal bearing intervals were intersected; however, these are interpreted as veins and breccias that are unlikely to have economic significance. During 2005, six drillholes were completed for a total of 1,470 meters in two target areas: the Blind Fault and Arctic Grid. Continuous surface channel sampling in the Blind Fault area returned 24.7 meters averaging 24.9 grams/tonne silver, which were largely duplicated in the subsequent drill holes. Drilling at the Arctic Grid target intersected stratigraphy equivalent in age and geological setting to that hosting the Eskay Creek deposit. During 2006, an airborne geophysical survey was conducted over the Arctic Grid and LL areas of the property, and a four hole (1350 meter) drill program on the Arctic Grid target successfully tested the Eskay Creek time equivalent mudstone  rhyolite contact, but failed to intersect significant mineralization.  -47-   In 2008, Inmet Mining Corporation conducted a two-phase exploration program on the Grizzly property investigating porphyry-style mineralization exposed in a hand trench where a continuous chip sample returned 38 meters grading 1.09 grams/tonne gold and 0.74% copper.. The first phase program consisted of geological mapping, rock sampling, a soil geochemical survey and a 32 line-kilometer IP geophysical survey. The second phase of the program consisted of 2,128 meters of diamond drilling from 11 holes. Results from the drill program failed to intersect mineralization similar in grade to that sampled in the hand trench. Inmet later dropped their option on the property and no exploration program has been planned for 2011. The Corporation intends to seek joint venture partners for some or all of the claims.    Kizmet Property, Atlin Mining Division, BC  The Kizmet property consisting of four claims (4,292 hectares) is located in northwest British Columbia approximately 90 kilometers south of Atlin, British Columbia. The main target of exploration on this property is epithermal gold-copper-silver-lead-zinc vein and breccia mineralization analogous to that found on the Corporations Thorn property to the south. It is believed that the epithermal mineralization in the district is strongly linked to a newly recognized suite of Cretaceous aged volcanic and plutonic rocks informally referred to as the Windy Table Suite that are formed on a basement of Triassic and Jurassic Stikine-Terrane sedimentary and volcanic rocks.. The Kizmet property was a joint venture with Barrick Gold Corporation (Barrick). Rimfire Minerals contributed claims totaling 27,939 hectares to the joint venture while Barrick contributed claims covering an area of 67,865 hectares. In November 2006, Barrick gave notice of termination of the joint venture. The claims have reverted to 100% ownership by the Corporation, subject to a 1% NSR in favour of RGLD Gold Canada, Inc.  A regional sampling, prospecting and mapping program was conducted by the Corporation during the late summer of 2004. Geological mapping and age-dating identified a Cretaceous-aged belt of volcanic and associated intrusive rocks distinct in age with coincident strong gold-silver-arsenic geochemical signature and local occurrences of precious metal-rich base metal veins, a zone of precious metal-rich silicified sedimentary rock, iron-zinc skarn and sedimentary-hosted gold-bearing disseminated sulphides. During the summer of 2005, Barrick conducted a prospecting, mapping and stream sediment sampling program that identified several anomalous areas. A technical report has not been filed on the Kizmet Project.   -48-  The Corporation has retained the core group of claims and permitted the outlying claims to lapse. Effective June 3, 2010, the Corporation optioned the Kizmet property to Brixton Metals Corporation as part of the Thorn option agreement.  Kliyul Property, Omineca Mining Division, BC  Kliyul is a gold-copper porphyry project located in the Omineca Mining Division of British Columbia, approximately 115 kilometres north of Takla Landing. The Corproation has completed three separate purchase agreements to acquire the property interests of Rio Tinto Exploration Canada Inc. (as to 45%), First Majestic Silver Corp. (as to 30%) and Daylight Energy Ltd (as to 25%) in the Kliyul Cu-Au porphyry project. Additionally, the project was expanded with the purchase of mineral claims held by Northwest Enterprises Inc. (August 10, 2010), Scott-Martindale (January 22, 2011), Davis (February 23, 2011) and Walker-Javorsky (April 11, 2011) These transactions result in the Corporation owning a 100% interest in the 5,752 hectare property, subject to a 1.5% NSR in favour of Rio Tinto. Total consideration of $115,488 was paid. In September, a short program was undertaken consisting of examination and the re-logging of historical drill core.  A program of IP geophysics and diamond drilling program of up to 6-8 holes is currently being planned for 2011.  Poker Creek, Liard Mining Division  The Poker Creek property, consisting of 6 claims (2,516 hectares), is located approximately 16 kilometers west of the town of Telegraph Creek. The Property and surrounding area are underlain by mid-Paleozoic and Mesozoic island arc successions belonging to Stikinia, which have been intruded by numerous igneous bodies of Triassic and Jurassic age. The claims were staked to cover potential copper gold porphyry mineralization.  During the period 1989-1991, four short duration reconnaissance prospecting, geochemical and mapping surveys were conducted over what is now the Poker Creek property by two different operators. Work defined Triassic sediments and volcanics of the Stuhini Group intruded by a variety of equigranular to porphyritic intrusions. Work was focused on both porphyry potential and gold-bearing mesothermal vein mineralization. Local areas of mineralization were noted and consist of weakly developed quartz-carbonate gold-silver and base metal-bearing veins with a sometime inferred spatial relation to porphyritic dykes and sills. Some moderately gold and copper anomalous silt sample results were obtained.  In August 2008, Rimfire carried out a helicopter supported seven day reconnaissance program of soil sampling, prospecting and geological mapping on the claims. Two soil lines returned highly anomalous results in copper and to a lesser extent gold over a roughly 1 by 1 kilometer area. Adjacent silt sample results indicate an area in excess of three kilometers east to west that is highly anomalous in both copper and gold. The metal signature and local geology of the area indicate potential for porphyry copper-gold-style mineralization.  No exploration program has been planned for 2011. The Corporation intends to seek joint venture partners for some or all of the claims.   -49-  Quesnel Trough Project, Cariboo Mining Division, BC  A total of six properties, covering 19,064 hectares, comprise the Quesnel Trough project and are located from 15 kilometers south of Prince George to 40 kilometers north of Fort St. James. The Corporation owns 100% of these claims. The project is targeting possible porphyry coppergold mineralization based on regional geophysical anomalies. An approximately 2000 line-kilometer helicopter airborne magnetics survey was completed during November 2007.  During 2008, Rimfire completed surface reconnaissance programs over all seven target areas. Alteration consistent with porphyry copper  gold mineralization systems was encountered on three targets including anomalous copper geochemistry in rocks on two of these targets and anomalous copper and gold geochemistry in soil samples from one target area. The remaining geophysical targets all occur beneath till or young basalt cover.  Xstrata Canada Corporation (Xstrata) signed an option agreement to explore the Quesnel Trough properties. The terms of the agreement grant Xstrata the option to earn a 51% interest in the property by completing a preliminary assessment and spending $3,000,000 by December 31, 2013. In addition, Xstrata must spend no less than $250,000 in each calendar year commencing in 2010. Xstrata may earn an additional 24% (total 75%) by completing a feasibility study and incurring no less than $20 million in feasibility study expenditures which must be completed within the Bump-up period which ends on the tenth anniversary of Xstrata earning its 51% interest.  Xstrata completed MMI (mobile metal ion) soil geochemical surveys on the properties in 2009. This method applies an ultra-sensitive sampling and analytical technique designed to detect mineralization concealed by post-mineral cover sediments such as glacial till. The surveys did create some moderate contrast anomalies that were followed up by tighter spaced sampling. In 2010, a 4 hole program of diamond drilling totaling 245 m tested targets on 3 of the claim groups. Xstrata employed a small scale self-propelled drill rig with the intent of testing bedrock to a very shallow depth beneath the glacial till cover. Results included traces of copper mineralization as well as some porphyry style alteration. Xstrata plans to continue the shallow drilling program in 2011. Xstrata will act as operator and fund the exploration programs.  Redton Property, Omineca Mining Division, BC  The Redton Property is comprised of a total of 159 mining claims and covers 70,288 hectares. It is located approximately 140 kilometers northwest of Fort St. James, British Columbia. The property contains three porphyry copper prospects. The project adjoins the Kwanika property and is within 1,500 metres of the recent discovery made by Serengeti Resources Inc. on the Kwanika property. Kiska has earned an 85% interest, subject to underlying royalties, in the project by spending in excess of $4.75 million. Redton Resources Inc. holds the other 15% interest.  During 2008, the Corporation drilled a total of eight diamond drill holes totaling 2,996 metres with all eight holes intersecting visible molybdenite (MoS2) mineralization. Results from the drilling confirm a mineralized envelope of at least 440 metres by 475 metres which extends from surface to depths of at least 418 metres and is open in all directions.    -50-  An exploration program of reconnaissance geology and geochemistry is planned for the greater claim group with the potential for a drill program on the falcon prospect contingent on results of the early seasons work in 2011.    Thorn Property, Atlin Mining Division, BC  The property consists of 18 mineral claims (14,562 hectares) and is located in the Atlin Mining Division, approximately 120 kilometers northwest of Telegraph Creek. The earliest known work on the Thorn property was carried out by Kennco Explorations (Western) Limited in 1959 during a regional exploration program, followed by three years of seasonal exploration from 1963-65.  In 1983, Inland Recovery Group Ltd. acquired the Thorn property and carried out mapping, soil sampling and VLF-EM surveying near the junction of Camp and La Jaune creeks. In 1986, Inland Recovery and American Reserve Mining Corp. drilled eight holes (688 meters).  The corporation was granted an option to acquire a 100% interest in the Thorn property (four claims) from Kohima Pacific Gold Corp. The Corporation exercised the option by making staged cash payments of $230,000 by March 2, 2005, issuing a total of 200,000 shares by March 1, 2003 and incurring exploration expenditures of $50,000 by March 1, 2001. The Corporation subsequently expanded the claim holdings, but lying within the Kohima area of interest covered by that agreement. Kohima has retained a 3.5% net smelter return royalty, of which the Corporation can purchase a 57% interest (being 2% of the 3.5% interest) for $3 million. In addition to the above, the Corporation will issue 174,000 common shares to Kohima upon the commencement of commercial mining operations on the Thorn property.  The corporation signed an option agreement with Cangold Limited, formerly First Au Strategies Corporation (Cangold) under which Cangold could earrn a 51% interest in the property by making staged cash payments totaling $190,000, issuing a total of 250,000 shares to the Corporation and by incurring exploration expenditures of $1.2 million. Effective April 11, 2008, Rimfire signed a purchase agreement to acquire Cangolds interest in the property by making a cash payment of $100,000 and issuing 100,000 shares. In the event a third party partner becomes involved in the exploration and development of the property, the Corporation will pay to Cangold 25% of any cash or share payments received from the third party partner.  Exploration on the Thorn property is directed at two deposit types: (1) high-sulphidation epithermal mineralization of the El Indio/Lepanto style; and (2) breccia  hosted silver-gold-lead-zinc mineralization discovered in the Oban Zone in 2002. A number of pyrite+enargite+tetrahedrite+quartz veins are hosted by sericitized and argillized feldspar-quartz-biotite porphyry of the Thorn Stock over an area of 1,400 x 2,000 meters. A strong structural control is evident for the veining, much of which trends 070° and dips steeply.  A seven-hole, 498 meter drill program conducted on behalf of Cangold tested three showings over a 1.2 kilometer trend in 2002. Three shallow holes were collared at the Oban Breccia to test surface mineralization. All three holes intersected weakly mineralized breccia. A total of four holes were drilled to test the I Zone and Tamdhu Zone. All four holes intersected the target structures, confirming the continuity of vein mineralization.  In 2003, work focused on trenching within the Oban soil geochemical anomaly and drill-testing the Oban breccia pipe. 841 meters of trenching exposed approximately 10% outcrop consisting of weakly  -51-  mineralized breccia pipe. Eight diamond drill holes totaling 876 meters were completed. Four holes intersected significant zones of fine-grained mineralization occurring as matrix infill between breccia clasts. The high grade intersections define a steeply northwest-dipping mineralized zone with an apparent width of 14-26 meters. Generally lower-grade zones (12-25 meter apparent width) flank this mineralized core.  In 2004, an IP geophysical survey demonstrated a significant correlation between the IP geophysics and known silver-gold mineralization but also identified several new targets in areas of no outcrop. Later in the year, a drill program was completed consisting of 1810 meters in 12 holes targeting the Oban Breccia Zone, massive sulphide veins in the Camp Creek Structural Corridor and IP geophysical anomalies. Drill hole THN04-29 tested part of a 500 meter long IP anomaly and intersected 56.1 meters of 1.27 grams per tonne gold, 16.7 grams per tonne silver and 0.19% copper in a new zone dubbed the Talisker Zone. Prospecting prior to the commencement of the drill program resulted in the discovery of a quartz-barite boulder assaying 265 grams per tonne (7.7 ounces/ton) gold two kilometers north of the Camp Creek Structural Corridor in an area of the property that has not seen previous work.  Highlights of the 2005 exploration program included 17.4 kilometers of IP geophysical surveying and 655.8 meters of drilling in five holes. The 2005 IP helped to further outline and define the Talisker Zone, and located two new anomalies further north. Geological mapping and rock sampling during 2005 focused on the margins of the Thorn Stock and the overlying Windy Table Formation volcanic units as recent age dating of these rocks revealed that they may be affected by mineralizing events at the Thorn.  Two holes were drilled at the Talisker Zone, which was extended over a strike length of at least 200 meters with intercepts in both 2005 step out holes. Two holes, which tested the new IP target at the Cutty Sark anomaly, intersected the first occurrences of lithologically controlled alteration on the property. One hole tested the far eastern extent of the Balvenie Zone, another vein system parallel to the Talisker Zone. A technical report was filed on SEDAR on May 12, 2006. Cangold Limited was operator for this project and no work was completed on the project during 2006, 2007, or 2008.  In 2009, the Corporation undertook a re-interpretation of all the geophysical data for Thorn including three dimensional inversion processing. The resulting products have enabled the Corporation to better target mineralization under cover rocks for future exploration programs.  Effective June 3, 2010, the Corporation optioned the property to Brixton Metals Corporation whereby Brixton can earn a 51% interest in the property by making cash payments totaling $200,000 (including $25,000 on signing (received 75% - $18,750), and $50,000 in 2010 (received 75% - $37,500)) and issuing a total of 400,000 common shares (of which 100,000 have been issued  the Corproation has received 75,000 shares, or 75%) on or before December 12, 2013. One-quarter of the payments will be made to Cangold Limited as part of the underlying agreement. Work requirements include a minimum of $1,000,000 in expenditures before the first anniversary and an additional $4,000,000 before December 12, 2014. After earning a 51% interest, Brixton may elect to increase its interest from 51% to 65% by spending an additional $10,000,000 in property expenditures within three years of this election.  The option agreement was amended November 9, 2010 whereby Brixton could now earn the initial 51% by spending $200,000 by December 12, 2011 and $4.8 million in exploration expenditures by December 12, 2014. A minimum exploration expenditure of $1,500,000 is required in the second year and $750,000 per year thereafter. Under the amendment, Brixton is required to spend $1,200,000 by December 31, 2011 or deposit to a third party by the same date of not less than $1,000,000 to be incurred as exploration expenditures the following year.   -52-  In late 2010, Brixton completed helicopter-borne geophysics which consisted of 467 line-kilometres of Versatile Time Domain Electromagnetic (VTEM) and magnetic surveying designed to cover the portion of the Windy Table volcanic rocks on the property which had not previously been surveyed. The Camp Creek and Talisker high-sulphidation alteration/veining corridors are marked by broad conductive zones. Another, previously unrecognized, broad conductive zone is located approximately 2,000 metres northwest of the Talisker corridor and parallel to it. It is thought to represent another high sulphidation alteration/veining corridor within the Thorn Stock below its nonconformity with the Windy Table volcanic rocks and will be a future drill target.  Brixton is formulating plans to conduct a $1,000,000 drill program in the summer of 2011.  Tide Property, Skeena Mining Division, BC  The Tide Property, consists of four claims covering 2,964 hectares and is located approximately 36 kilometers north of Stewart, British Columbia The Tide property covers a group of precious metal-bearing polymetallic mineral occurrences in the Stewart area of northwestern British Columbia. They were discovered in the 1980s through follow-up of highly anomalous silt and soil geochemistry.  The first recorded work on the Tide property was done by Northair Mines Ltd., who carried out extensive silt and soil sampling from 1980 to 1986, discovering and blast-trenching several gold-bearing showings, and drilling 455 meters in two holes. Austral Pacific Gold Corporation and Claimstaker Resources Ltd. optioned the Tide property from 1988 to 1990, carrying out extensive mapping and ground geophysical surveys. Claimstaker drilled four holes totaling 120 meters in 1990, but three were abandoned in overburden. The Northair claims were allowed to lapse in 1993 and were re-staked by Hemlo Gold Mines Inc. (now Newmont Canada Limited) as the Bow-1 to -4 and Arrow claims, which constitute most of the current Tide property. In 1994, Hemlo carried out property-wide mapping and took soil samples on reconnaissance contour and ridge/spur lines.  Rimfire Minerals Corporation purchased the Tide property from Newmont Canada Limited for a total cash expenditure of $10 with an underlying 1.5% NSR in the event the property becomes commercially feasible to mine. This NSR has been transferred to Franco-Nevada Corporation.  On October 28, 2002, and amended on July 25, 2003, October 20, 2003 and November 20, 2003, Rimfire granted Plutonic Capital Corp. (Plutonic) an option to earn a 51% interest in the property on completion of a combination of cash and share payments and exploration expenditures. In consideration of the second extension, dated October 20, 2003, Plutonic issued an additional 100,000 common shares to Rimfire. In an option amendment agreement dated November 20, 2003, Plutonic assigned the agreement to Serengeti Resources Inc. (Serengeti). As compensation for this amendment, Serengeti issued 100,000 shares to Rimfire. Effective October 27, 2006, this agreement was assigned to American Creek Resources Ltd. (American Creek). Upon exercise of the option, Serengeti retains a 1% NSR upon the 51% interest earned by American Creek. American Creek has earned their 51% interest in the property: On February 8, 2007, Rimfire signed a letter of agreement with American Creek for a second option whereby American Creek can earn an additional 9% interest by funding a further $3.5 million in exploration on or before December 31, 2010. Their interest can be increased to 65% interest by funding a bankable feasibility study, and, at the Corporations election, to 70% interest by providing 100% of the initial project development financing. American Creek is operator for the project.  At the date of this document, American Creek has not spent the required $3.5 million in exploration and, hence, the Company continues to carry its 49% interest.   -53-  In 2004, Serengeti conducted two phases of exploration: an early summer program of geological mapping, prospecting and soil geochemical sampling infilling areas with poor sample coverage followed by a fall program of diamond drilling consisting of four holes totaling 598 meters and further prospecting. Significant gold mineralization was intersected at the 36 Zone. This intersection is significant in that it tested a soil geochemical anomaly measuring 450 x 350 meters of greater than 0.5-gram per tonne gold that remains open in all directions. The hole was collared in the middle of the soil anomaly which is reflected in the mineralization found throughout its entire length. Prospecting work undertaken in conjunction with the drilling resulted in the discovery of a high grade vein structure, coined the 52 Zone, in the northeast corner of the property.  An airborne magnetics and electromagnetics geophysical survey was flown over the property in the spring of 2005 to aid in drill targeting and identifying structural trends on the property. The primary focus of the 2005 drilling was to follow up the 2004 drilling discovery of gold mineralization. Eight holes totaling 967 meters were drilled, four targeting the 36 Zone and four targeting the 52 Zone. The holes in the 36 Zone had mineralized intervals which extended the zone to the northeast, southwest and in depth. Infill soil geochemical sampling between the 36 Zone and the South Pit soil anomalies to the south showed that the two anomalies are continuous as defined by gold values in excess of 500 ppb (0.5 grams per tonne) gold. This gold-arsenic+/-antimony anomaly is now approximately 500 meters by 2,100 meters in size, with diamond drilling having tested an area of 170 by 350 meters. Prospecting and trenching were completed at the 52 Zone. The diamond drilling, combined with the surface results, has shown mineralization in this zone to be highly variable in nature.  Exploration on the Tide property continued with a geological mapping, fracture density surveying and channel sampling program completed in September, 2006. In 2007, American Creek conducted an exploration program consisting of 1,835 meters of diamond drilling in eight holes to test extensions to the 36 Zone and other bulk tonnage gold targets within the Crest soil anomaly. In addition to drilling, crews completed 318 meters of surface channel sampling (121 samples) and detailed geological mapping on selected drill sections and between drill holes to sample east-west trending mineralized fractures that are the dominant gold-bearing host. Every hole drilled in the 2007 program returned anomalous gold values over large widths. A technical report was filed on SEDAR on April 30, 2008. There have been no material changes since that date. No work was completed on the Tide during 2008, 2009 or 2010 and as such American Creeks project interest is crystallized at 51%. The operator, American Creek, has not proposed a program for 2011.  Wernecke Breccia, Mayo Mining District, Yukon  The Wernecke Breccia properties, consisting of 1,835 claims, are situated in the Wernecke Mountains, approximately 180 kilometers northeast of Mayo in east-central Yukon Territory. Access to the property is via fixed wing aircraft to Copper Point airstrip and then by helicopter to the property. In January 2006, Rimfire Minerals Corporation signed an agreement with Fronteer Development Group Inc. (Fronteer) to acquire 700 mineral claims and a proprietary geoscience dataset covering the Wernecke Breccia property from Newmont Exploration Canada Limited (Newmont) and NVI Mining Ltd., a subsidiary of Breakwater Resources Ltd. (NVI).  Fronteer has completed the required $2 million in exploration expenditures. Newmont and NVI retain a total 2% NSR. There is a 7.5% to 15% Net Profits Interest payable to the underlying vendors. Fronteer is operator of the project and has funded 100% of the exploration costs to earn an 80% interest, with Rimfire earning the remaining 20% interest. Effective November 15, 2006, a Joint Venture was formed between Fronteer and Rimfire Minerals Corporation, and ongoing exploration expenses were shared pro-  -54-  rata subject to dilution for non participation. Should either partys interest fall below 5%, their interest will be converted to a 3% Net Profits Interest after payback of capital and elimination of the vendors Net Profits Interest.  This interest was sold to Franco-Nevada Corporation.  The Wernecke Breccias have been explored for copper, uranium and gold in the 1960s, 1970s, and 1980s. However, as iron oxide copper-gold (IOCG) deposits are relatively recently described, early exploration was not able to take advantage of this model. In the mid 1990s, Newmont Exploration Limited made a strong effort to advance the exploration of the Wernecke Breccias for their gold and copper potential, spending a total of U.S.$5.5 million on more than 20 properties. Newmont flew a regional airborne magnetic and radiometric survey and conducted extensive geochemical sampling and geological mapping prior to drilling twelve prospects for a total of 14,600 meters.  During 2006, Fronteer completed a $2.8 million exploration program comprised of prospecting, geological mapping, geochemical sampling and a 9,750-line-kilometer airborne gravity geophysical survey. Survey data was combined with surface geochemistry results and proprietary magnetic and radiometric data obtained from Newmont Exploration of Canada Ltd. to select drill targets for 2007 programs. Through the course of the 2006 program, Fronteer evaluated 48 target areas for their potential to host Olympic Dam-style copper-gold-uranium and stand-alone uranium deposits. Surface sample results have been compiled for two target areas; the Thunder Mountain property and Fireweed prospect.  The Thunder Mountain property is a new gold-uranium-copper anomaly. A total of 25 samples were taken over an area of approximately 400 by 550 meters. Copper-bearing breccia was also noted nearby. The Fireweed prospect is a new uranium prospect where 93 boulders of iron oxide-potassium feldspar-silica altered chlorite schist were collected over a 200 by 400 meter area and averaged 0.22% U3O8. Twenty-two samples assayed in excess of 0.14% U3O8.  Fronteer commenced a $6 million exploration program early in 2007. A series of high priority drill targets designed to test iron-oxide-copper-gold systems +/- uranium and stand alone uranium targets were identified, all of which are characterized by coincident geophysical, geological and geochemical anomalies. Many of these targets were newly defined in 2006, while some are historical targets that remain open for expansion and have been reinterpreted in light of new data. A total of 3,150 soil samples, 112 silt samples, and 906 rock samples were collected amongst the various target areas. A total of 6,538 meters in 28 holes were drilled.  The most encouraging results from the 2007 drilling have been returned from the Hoover Zone. New results, combined with nine historical drill holes completed in the mid-1990s, indicate the Hoover Zone mineralization has the potential to expand along strike to the north and south as well as down dip. Mineralization has been intersected in 11 widely spaced holes and over approximately 500 meters of strike length. At the Pagisteel prospect the only hole drilled returned a 6.1 meter interval of 2.57% copper and 0.97 grams per tonne gold. The Pagisteel prospect is characterized by a 4-kilometers long trend of anomalous gold and copper soil and rock geochemistry that is largely covered with overburden. A technical report was filed on SEDAR on April 29, 2008. There have been no material changes since that date.  No work was completed during 2009 and 2010 nor is any work planned for 2011. On April 6, 2011, Newmont Mining Corporation acquired Fronteer and transferring Fronteers 80% interest to Newmont Canada Holdings ULC.   -55-  Williams Property, Liard Mining Division, BC  The Williams property consists of 21 claims covering 10,727 hectares of mountainous terrain in north-central British Columbia, 330 kilometers north of Smithers. The two main prospects (T-Bill and GIC) on the Williams property were independently discovered in the early 1980s by Cominco and Du Pont, following up highly anomalous stream geochemistry. These companies joined forces to drill a total of 3,023 meters on the T-Bill prospect in 1983 and 1984 before allowing the property to lie dormant. On May 17, 2001 Rimfire Minerals Corporation acquired a 100% interest in the property, subject to a 1.25% NSR. Rimfire has earned the interest by paying the property vendors an aggregate $57,500 and issuing to the property vendors an aggregate 125,000 common shares. The Corporation will issue an additional 43,500 shares upon commencement of commercial production from the property. The Corporation can purchase 0.75% of the net smelter return for $1,000,000. Commencing in December 2005, an advance royalty payment of $5,000 per year is required to maintain the option agreement in good standing. All advance royalty payments have been made.  Stikine Gold Corporation, during their tenure as optionor, staked an additional 6 claims, surrounding the original claim block to be included in the agreement. Rimfire also staked additional claims based on results of field work.  The Williams property hosts two main styles of alteration and gold-bearing mineralization; orogenic gold and arsenic-bearing veins and disseminations (T-Bill prospect); and porphyry-style copper, gold and molybdenum (GIC prospect). Previous drilling attempted to evaluate the T-Bill mineralization, however, that work was unsuccessful in determining with any certainty the orientation of the veins and associated alteration. In 2003, WG03-10 targeted the T-Bill prospect and intersected 6.92 meters of mineralization plus three other quartz vein zones with visible gold. An oriented core system was employed during the drilling suggesting a northwest  southeast trend to these high grade veins.  An initial program of prospecting, silt and soil geochemistry and core re-examination and sampling was carried out in July 2001. Reconnaissance soil samples were collected along contour or compass lines in areas where previous soil geochemical anomalies had not been closed off, and where gold-bearing silt samples had never been followed up. Core from the 1984 diamond drilling, stored at the 2001 campsite, was examined and 14 previously unsampled sections were split for analysis.  Stikine carried out a 3-D Induced Polarization (IP) geophysical survey in September 2002. The survey defined a large chargeability anomaly, measuring 400 by 300 meters, immediately north of the area tested by the previous drilling. This anomaly is also coincident with a broad 700 by 1,000 meters resistivity anomaly. Contour soil samples from the northwest portion of the chargeability/resistivity anomaly are highly anomalous in gold for over 800 meters. In 2003, Stikine conducted an 11-hole (2,855 meter) drill program targeting the resistivity anomaly, returning only anomalous gold values. One hole, WG03-10, targeted the T-Bill prospect and intersected high grade vein mineralization.  The 2005 exploration program focused on the GIC prospect. Mapping, prospecting, and soil sampling followed by geophysical surveys outlined a compelling new copper-gold porphyry target. IP surveys at the GIC prospect identified a strong 600 by 1,800 meter chargeability high anomaly coincident with and adjacent to known gold and copper mineralization. A 500 x 1,400 meter, east-west trending copper soil geochemical anomaly, enclosing two discrete 300 x 500 to 750 meter gold soil anomalies lies to the north, partially overlapping the northern edge of the GIC chargeability anomaly. The rest of the geophysical anomaly is masked by glacial till except for an isolated outcrop where a chip sample  -56-  returned 0.22 % copper and 0.22 grams per tonne gold over 3.73 meters. Several gossans lie within the soil anomaly.  During 2006, Arcus conducted a five-hole (881 meter) program of diamond drilling. The program confirmed that alteration mineralogy and mineralization consistent with porphyry-style hydrothermal systems is present at the GIC. All holes intersected anomalous gold, copper and molybdenum concentrations over broad intervals. Drilling mainly targeted the till-covered southern flank and core of the IP chargeability, which drilling has shown to be a result of strong pyrite mineralization. An exploration program consisting of reconnaissance mapping, soil and stream sediment sampling was conducted during August and September 2007. Work covering unexplored jarosite gossans east of the GIC area drilled in 2006, led to the identification of the LN Anomaly, a 450 by 900 meter molybdenum, copper+/-gold-in-soil anomaly. The anomaly, which remains open to the east, is coincident with an airborne magnetic high.  The focus of the 2007 program at the T-Bill was to confirm the orientation of quartz-carbonate-arsenopyrite veins in order to refine targets for subsequent drilling. This program included hand trenching in select areas to expose veining that previous workers had intersected in drilling. Hand trenching of the T-Bill veining confirmed managements interpretation that the vein swarm is steeply dipping with a northwest/southeast strike. A technical report was filed on SEDAR on February 27, 2007. No material changes have occurred since the report was filed.  No exploration program is planned for the Williams property in 2011. The Corporation is seeking joint venture partners to continue exploration on the property.  Goodpaster Properties, Goodpaster Mining District, Alaska  The Corporation holds an interest in four mineral exploration properties in the Goodpaster Mining District of Alaska, through its wholly-owned subsidiary, Rimfire Alaska, Ltd. (Rimfire Alaska). The Corporation currently owns 100% of the Bou-Swede, California-Surf, Eagle-Hawk, and ER-Ogo-Fire Properties. These properties lie within east-central Alaska, 65 kilometers northeast of Delta Junction.  In 1998, Rimfire Alaska completed a comprehensive compilation of all publicly available data for a large area in east central Alaska, creating an exploration model to identify plutonic-related gold targets. This model provided a basis for the systematic definition and priority ranking of specific geological and geophysical targets in the area. Rimfire Alaska then staked or acquired from arms-length third parties interests in over 1,600 mining claims in the Goodpaster Mining District (the Goodpaster Properties). Rimfire Alaska staked additional claims in August 2003 and March 2004. Property agreements have been amended to include 37 claims staked by AngloGold Ashanti (U.S.A.) Exploration (AngloGold). Late in 2005, data from previous programs and newly published government surveys was re-interpreted and new targets defined. Subsequently, Rimfire Alaska staked additional claims. The Corporation now has an interest in 1,416 claims totaling 223,080 acres (90,279 hectares)  Rimfire Alaska signed an option agreement with Evanachan Limited, which was subsequently assigned to Rubicon Minerals Corporation (Rubicon) to earn a 60% interest in the Alaska properties. The terms of the agreement provide that Rubicon will fund exploration expenditures of: · USD$750,000 on or before November 27, 2007 (completed) · an aggregate of USD$1,500,000 on or before November 27, 2008 (completed) · an aggregate of USD$2,250,000 o on or before November 27, 2009 (completed) · an aggregate of USD$3,000,000 on or before November 27, 2010  -57-   · an aggregate of USD$3,800,000 on or before November 27, 2011; and · an aggregate of USD$4,800,000 on or before November 27, 2012  Upon vesting, Rubicon may obtain a further 10% interest in the properties by completing a feasibility study, and at the Corporations election, may obtain an additional 5% interest (for a total of 75%) by providing a project financing loan to be repaid from the Corporations free cash flow upon production.  On March 30, 2011, Rubicon terminated their option earning no interest in the project. The Corporation is seeking joint venture partners to continue exploration on the property.  A technical report was filed on SEDAR on May 7, 2008.  California-Surf  The Corporation, through Rimfire Alaska held a 30% joint venture interest in these properties. The joint venture partner, Western Keltic Mines Alaska Inc. (Western Keltic), held the remaining 70% interest in the properties.  In August 2003, Western Keltic sold its 70% interest in these claims to Rimfire Alaska, subject to a 1.75% NSR (of which 1% may be bought for $1,000,000), for the following payments (all payments in Canadian currency): Western Keltics interest in the property has been acquired by Capstone Mining Corporation.  · $25,000, or 50,000 common shares at the election of the Corporation, upon completion of $1,500,000 exploration expenditures subsequent to the agreement, (completed) · $50,000, or 43,500 common shares at the election of the Corporation, upon completion of an aggregate $3,000,000 exploration expenditures subsequent to the agreement, · 87,000 shares upon obtaining a positive feasibility study for placing any part of the property into commercial production.  An exploration, development and mine operating agreement, dated June 22, 2004 was signed with AngloGold which was terminated in November 2004. During this period, AngloGold completed a program of soil sampling along the anomalous portions of lines sampled in 1999 and 2000 to verify previously defined anomalies. Very little sampling was done beyond the areas of previous work.  Rimfire Alaskas 2006 field program investigated the claims staked in 2005 as well as high priority targets generated in previous programs. A total of 243 silt, 1,403 soil and 158 rock samples were collected. The 2007 exploration program initially consisted of 4 holes drilled on the California-Surf group for a total of 957 meters. A combination of grid and reconnaissance mapping, prospecting and soil sampling was carried out on the California-Surf property. Results obtained in hole CN07-1 included a 7.4 meter quartz vein intersection that averaged 1.2 grams per tonne gold including 2.5 meters averaging 2.2 grams per tonne gold. An extension to the first phase program was conducted in August of 2007 and consisted of three drill holes, for a total of 793 meters, to follow up the result of CN07-1. Significant assay results from a 12.2 meter section of quartz-pyrite stringers returned weakly anomalous levels of gold.  During 2008, Rubicon funded an expanded reconnaissance and drilling (Er Property) exploration program on the Goodpaster properties. On the California-Surf property a total of 118 rock samples and 27 pan concentrates were collected during a 60 man-day program conducted between mid-May and late  -58-  August. Some weakly anomalous gold results were received, but in areas already highlighted by previous work.  Eagle-Hawk Property  On January 30, 2002, Rimfire Alaska signed an exploration, development and mine operating agreement with AngloGold whereby AngloGold could earn a 50% interest in the Eagle property. A December 17, 2003 amendment included the Sand claims (staked by Rimfire Alaska) and the EX claims (staked by AngloGold) in the agreement. Effective December 31, 2005, a termination agreement was signed whereby AngloGold relinquished 100% ownership of the claims subject to an NSR of 2%, one-half of which can be purchased for US $1,000.000.  The Eagle property is located along the Big Swede magnetic trend. The Eagle property is underlain by mid-Cretaceous aged granitic rocks and older intrusive rocks known as orthogneiss. A magnetic low feature corresponds closely with the granitic body. During September 2000, Hyder Gold Inc. completed a five hole, 274.3 meter diamond drilling program on the Eagle property. The aim of the program was to test portions of the gold soil geochemical anomaly. In 2002 and 2003, AngloGold conducted auger soil surveys as well as tree bark sampling for biogeochemical studies. Both techniques defined areas of anomalous gold-arsenic and bismuth geochemistry. These geochemical results define a 1,500 meter by 3,000 meter gold-arsenic-bismuth-tungsten soil anomaly. Recovery of rock chips from soil sample pits revealed extensive alteration and in some instances quartz-carbonate stringer-style mineralization.  Two phases of work were completed on the Eagle property in 2004; soil sampling to expand the previous focused soil grid to its current length of 6 kilometers with lines ranging from 0.7 to 1.8 kilometers in length, and a drill program of 9 holes totaling 2,778 meters. Mineralization intersected during drilling consisted of quarts-sulphide vein stockworks containing gold hosted in a granitic stock. A deep penetrating EM survey was carried out late in the season which defined a strong northeast fault zone coincident with anomalous geochemistry.  During 2006, Rimfire Alaska conducted a regional exploration program on these claims. Of particular significance are anomalous gold in silt results obtained from a continuous area to the east, southeast and south of the granitic body that has thus far been the focus of exploration. This anomalous zone extends 5 kilometers outward from the granitic body forming a 10 kilometer arc. In 2007, a combination of grid and reconnaissance mapping, prospecting and soil sampling was carried out on the Eagle-Hawk property.  Following analysis of previous field program results, the 2008 exploration program was designed to conduct project-scale prospecting and reconnaissance exploration work on areas not previously examined and to conduct prospect-scale mapping, sampling and follow-up drilling on targets not previously drilled. Field work was carried out between mid-May and late August from a helicopter-support base camp near Delta Junction.  ER-Ogo-Fire Property  On January 30, 2002, Rimfire Alaska signed an exploration, development and mine operating agreement with AngloGold whereby AngloGold could earn a 50% interest in the ER-Ogo-Fire property. A December 17, 2003 amendment included the Jazz claims (staked by Rimfire Alaska) and the Zappa claims (staked by AngloGold) in the agreement. Effective December 31, 2005, a termination agreement was signed whereby AngloGold relinquished 100% ownership of the claims subject to an NSR of 2%, one-half of which can be purchased for US $2,000.000.  -59-   The ER-Ogo-Fire Property is underlain by gneisses of the Paleozoic Yukon-Tanana Terrane representing strongly metamorphosed sedimentary and igneous rocks. The gneisses are intruded by late Cretaceous aged granitic intrusions which outcrop extensively on the property. Gold-bearing quartz vein material has been sampled on a ridge lying between the two areas of intrusive outcrop.  Auger soil sampling surveys in 2003 expanded the geochemically anomalous area beyond that outlined by reconnaissance style surveys conducted in 2002. Results of the geochemical survey defined a 1,500 by 300 meter gold-arsenic-bismuth-antimony soil anomaly. Six diamond drill holes totaling 2,161 meters tested four widely spaced areas within the soil anomaly. A ground geophysical survey conducted late in the season appears to outline early granitic phases that are believed to form a prospective host rock for veining.  During 2004, AngloGold completed a NSAMT (Natural Source Audio Frequency Magneto-Telluric) geophysical survey, soil geochemical sampling and three drill holes totaling 997 meters on the ER project. Drilling further defined a northwest trending vein structure that is open to the northwest and downdip. Hole ER04-7, following up on a 0.5 meter intercept that assayed 63 grams per tonne gold in 2003, intersected 4.1 grams per tonne gold over 1.3 meters.  During 2006, Rimfire Alaska conducted a regional exploration program on these claims. Soil and silt sampling gave generally spotty anomalous results to the northwest of past drilling., However, a small cluster of anomalous gold in soils were obtained in association with large quartz boulders approximately 3.5 kilometers to the southwest of previous drilling. No work was completed on the ER-Ogo-Fire property during 2007.  During 2008, Rubicon funded an expanded reconnaissance and drilling exploration program which generated 359 rock samples and 9 pan concentrates. One high priority target was subsequently drilled. Three drill holes were completed at the ER target for a total of 335 meters. Two of these holes intersected narrow quartz veins with weakly anomalous concentrations of gold.  Bou-Swede Property  The Bou-Swede group of claims is located along the Pogo Trend. Rimfire Alaska holds a 100% interest in the property with no underlying royalties. Rocks underlying the Bou property are almost exclusively granite. Mineralization on this property consists of quartz veins and mineralized and altered granite has been found in two general areas. At the Thunder showing, quartz vein boulders with gold, arsenic and antimony have been found over a 300 by 300 meter area, along the trace of a northeast trending fault structure. The Cairn showing lies 2 kilometers south of the Thunder and is defined by a gold-bearing quartz vein boulder train measuring 50 by 300 meters that extends along the trace of an east-west structure. Strongly anomalous gold, bismuth, arsenic and antimony soil anomalies extend beyond the current limits of sample coverage. In 2007, a combination of grid and reconnaissance mapping, prospecting and soil sampling was carried out on the Bou-Swede property.  Following analysis of previous field program results, the 2008 exploration program was designed to conduct project-scale prospecting and reconnaissance exploration work on areas not previously examined and to conduct prospect-scale mapping, sampling and follow-up drilling on targets not previously drilled.   -60-  Uncle Sam Property, Richardson Mining District, Alaska  The Uncle Sam Property, which consists of 194 claims covering 7,760 acres (3,140 hectares), is an intrusion-related gold target, located approximately 75 kilometres southeast of Fairbanks. It is hosted in a similar age of rocks to those which host the Pogo Gold Mine in east-central Alaska approximately 60 kilometres away. The Uncle Sam property was identified by reconnaissance ridge and spur soil sampling in 1999, augmented by power auger soil sampling and RC drilling in the first quarter of 2000. This work outlined a very large gold-in-soil anomaly in an area some 8 by 5 kilometers in size, but broken up by broad valleys in which deep overburden and permafrost prevented soil sampling.  On November 2, 2009 the Corporation signed an option agreement with Millrock Resources Inc. (Millrock) giving Millrock the option to earn a 100% interest in the Uncle Sam property in Alaska. Under the terms of the agreement Millrock will make cash payments totaling US$200,000 over four years with US$40,000 being paid upon TSX approval. In addition, Millrock will issue 1,000,000 shares to Kiska over four years and has made a commitment to spend US$2,700,000 on exploration over four years. There is an underlying 2% NSR payable to Royal Gold Inc.  In December 2010, Millrock granted an option agreement to Crescent Resources Corp. to purchase an undivided 100% interest in the property. The recommended exploration program for 2011 consists of a spring-time soil sampling program using a track mounted auger, 2850 meters of core drilling and further soil sampling in during the summer drill program. The exploration budget of approximately US $2.5 million is planned.  Copper Joe, Anchorage Recording District, Alaska  The Copper Joe Property is a copper-gold-molybdenum porphyry prospect located 50 km south-southwest of the Company's Whistler Project in Alaska.  On August 31, 2010, the Company signed an option agreement with Kennecott Exploration Company (Kennecott) to acquire a 100% interest in the Copper Joe Property by incurring a total of US$5 million in exploration expenditures by December 31, 2015, including a commitment to US$170,000 in exploration by December 31, 2011 (completed). Upon completion of a positive National Instrument 43-101 compliant pre-feasibility study, the Company will pay Kennecott a one-time cash payment of US$10 million In addition, before effecting a sale or assigning rights and interests to the property, Kiska will give Kennecott a 90 day period to acquire such rights and interests at 90% of the price and terms stated in the notice. Kiska is permitted to divest all or part of its interest, subject to the first right of refusal and the option period, provided at least US$2.5 million in expenditures have been completed. Prior to reaching the $2.5 million expenditure level, Kiska requires Kennecott's consent to divest its rights and interest. If Kennecott elects not to exercise its first right of refusal, Kennecott will retain a 2% NSR.  Kennecott staked 100 State mining claims in August 2006 after reconnaissance work at the headwaters of the Styx River located peripheral, porphyry-style alteration in monzodiorite porphyries. A follow up traverse discovered angular boulders containing copper mineralization that was traced to a small recessed exposure in a creek bed. The mineralized showing exhibits potassic alteration with quartz-magnetite stockwork veins which contain disseminated chalcopyrite. Potassic alteration occurs over a 3 km by 1 km area with moderate to intense phyllic alteration extending a further 2.5 km outward. As most of the target area is covered by a thin veneer of glacial till, Kennecott completed 70.4 line-km of ground magnetics, which highlighted an open-ended magnetic high feature measuring 1.0 km by 1.9 km, trending northeast  -61-  from the mineralized showing. Kennecott collected 28 rock samples yielding peak values of 0.73% copper, 0.415 g/t gold, 7.9 g/t silver and 0.125% molybdenum.  In the summer of 2010 a five week program of IP geophysics, mapping and rock geochemistry was completed on the property, centred over the historical mineral showings. This program included approximately 20.8 line-kilometers of 2D IP geophysics and 14.8 line-kilometers ground magnetics. Results from the geochemistry confirmed historical results and the IP data has not yet been fully interpreted.  Australia [annual20f123110final05201005.jpg]  Lachlan Fold Belt Properties, New South Wales  Location and Introduction  The Lachlan Fold Belt in New South Wales Australia is richly endowed with a diversity of deposit types that host in excess of 150 million ounces of gold. Significant porphyry copper gold, epithermal gold, volcanogenic massive sulphide (VMS), gold-copper skarn, sediment-hosted disseminated gold and intrusion-related gold deposits are located within the belt.  Property Acquisition  -62-   The Corporation, through its wholly-owned subsidiary Rimfire Australia Pty. Ltd., (Rimfire Australia) holds two exploration licenses covering 27,513 hectares in the Lachlan Fold Belt, New South Wales, Australia. Rimfire Australia originally was granted nine licenses to encompass all available high-priority targets identified in a Neural Network data study conducted by a private company, BWG. BWG granted Rimfire Australia a two-year exclusive right to use the study's target maps and data to acquire licenses and conduct exploration in the 120,000-square-kilometer study area. Rimfire Australia paid a fee for use of the study and upon designation of project areas, Rimfire Australia paid additional fees based on project designation and exploration expenditures. BWG will retain a 2% net smelter royalty in all designated projects. During the two-year license period, Rimfire Australia completed the required eligible exploration expenditures of at least USD$150,000. Some of the licences were evaluated then cancelled when it was determined that the areas did not merit additional exploration.  The BWG study involved the compilation of Landsat, topography, geophysical (gravity, magnetic and radiometric), geochemical, lithological, structural geology and drilling databases. The neural network techniques applied to the databases yielded numerous high-priority targets, including the ones covered by Rimfire Australia's exploration license applications.  Rimfire Australia signed a Farm-in agreement with Inmet Mining (Australia) Pty. Ltd. to earn a 60% interest in the Barmedman Property on completion of the following:  Cash payments to the Corporation of: · A$50,000 within 5 days of the execution of the agreement (paid) · A$50,000 on or before March 31, 2010 (paid) · A$50,000 on or before March 31, 2011 · A$50,000 on or before March 31, 2012  Fund exploration expenditures of: · not less than A$400,000 on or before April 11, 2009 (completed) · an additional A$400,000 on or before March 31, 2010 (completed) · an additional A$1,000,000 on or before December 12, 2010 (completed) · an additional A$1,200,000 on or before December 12, 2011 · an additional A$2,000,000 on or before December 12, 2012  The Corporation understands that Inmet is currently reviewing the exploration results from the Barmedman Property to determine whether or not they wish to continue with the option.  The specific tenements in the State of New South Wales in which the Corporation holds an interest are set out in the following table:


|          |                     |           |             
|--------- | ------------------- | --------- | ------------
|Name      | Exploration Licence | Size (Ha) | Expiry Date 
|Barmedman | 6782                | 15,074    | May 22, 2011

-63-  Regional Geology  The Eastern Lachlan Fold belt constitutes a subsection of the Tasman Fold Belt, which stretches from the Queensland-New South Wales border across Victoria and into Tasmania. The Neoproterozoic to Triassic orogenic belt preserves accreted arc and back-arc terrains and subduction zones sediments all of which were subjected to extensional and contractional tectonics. Silurian-Devonian post orogenic granitoids intrude the supracrustal rocks. Ordovician and Silurian island arc intermediate to mafic volcanics, sub-volcanics and intrusions of the Macquarie Arc, preserved as fault bound north-south trending belts, contain the bulk of the known copper-gold mineralization in the region. Furthermore, high grade copper-gold porphyry deposits are most closely constrained to distinctive alkalic magmatic suites.  Exploration  A limited property examination tour was conducted late in 2006. In early 2008, Rimfire Australia completed reconnaissance exploration programs on 5 of 9 licences in the Lachlan Fold Belt (Barmedman, Walmer, Gollan, Goulburn, and Mt. MacDonald) for a total of $330,000 in exploration. These programs consisted of soil and silt sampling, prospecting and geological mapping. In addition, Induced Polarization (IP) geophysical surveys were completed on the Barmedman and Walmer licences. The Barmedman survey consisted of 26 line-kilometer of dipole-dipole IP with 100 meter a spacing and 400 meter line spacing. The Walmer survey consisted of 10 line-kilometer of dipole-dipole IP with the same survey parameters. Both surveys were performed by Zonge Engineering and Research Organization Limited.  In September 2008, Rimfire Australia completed a diamond drilling program at the Trounce prospect on the Walmer property. This program was targeting geological and geophysical targets identified in the early 2008 reconnaissance exploration program. The Trounce prospect consists of a small outcropping of silicified sediments with quartz - pyrite veining and stockwork. Two of seven grab samples from the showing returned strongly anomalous gold values and the remaining five returned weakly anomalous gold values. On surface, the showing occurs within a subtle, north-south striking topographic high, coincident with anomalous gold soil geochemistry and a 40 meter-wide by 500 meter long induced polarization chargeability and resistivity high. The diamond drilling program consisted of four diamond drill holes totaling 287 meters which returned no significant results. No future work is planned at Trounce.  During early 2009, Rimfire Australia completed a soil sampling survey and diamond drilling program on the Barmedman exploration licence, targeting IP anomalies and Mobile Metal Ion (MMI) geochemical anomalies identified during the 2008 exploration program. This program, operated by Rimfire Australia, had a total budget of A$400,000 and was funded 100% by Inmet. The program consisted of eight line-kilometres of partial leach soil geochemistry over the IP anomaly. Partial leach geochemistry is a specialized geochemical method utilized to detect buried mineralization under transported cover. Kiska has tested this technique with orientation surveys over areas of known mineralization under deep overburden cover in the region and has found it to be effective in identifying buried copper-gold porphyry deposits. The diamond drilling program consisted of five diamond drill holes for a total of 1508 metres. Drilling targeted coincident IP and partial leach geochemical anomalies returning only weakly anomalous gold and copper results.  In late 2009, Kiska conducted soil geochemical surveys expanding on the work programs conducted earlier in the year. The program targeted two new areas: Target A, a 1.5 by 0.5 km area anomalous copper, gold and molybdenum soil geochemistry, and Target B, a 0.4 by 0.5 km area of anomalous copper geochemistry. Both target areas were identified via partial leach geochemical analyses. A drill  -64-  program started in early March consisting of approximately 900 metres of aircore/diamond drilling in three holes to target the copper geochemical anomalies.  The Qualified Person for this property is Mark Baknes, P.Geo. Vice President, Exploration for the Corporation. A technical report has not been filed for this project.  Future Exploration Programs  Inmet is currently considering their participation within the option. There are currently no definite plans for continued exploration.  Victoria Goldfields Properties  Location and Introduction  The Stawell Corridor is a 240 kilometer long belt bound by the Congee and Moyston faults and is anchored by Northgate Australian Ventures Corporation Pty. Ltd.s five million ounce Stawell Gold Mine. Mineralization at Stawell consists of gold-bearing quartz veins in iron-rich sediments associated with basalt centers. This deposit has been studied extensively, resulting in the identification of large-scale characteristics that can be used in the exploration for similar deposits elsewhere in the district. Geophysical techniques such as gravity and magnetics surveys have proven effective in targeting basalt centers associated with mineralization. These techniques will be important in evaluating the rest of the Stawell Corridor and refining targets for drilling.  Property Acquisition  Effective July 27th 2008, Rimfire Australia entered into a new exploration partnership with Northgate Minerals Corporation, which granted Rimfire Australia an option on its Stawell Corridor gold exploration properties in the State of Victoria, Australia.  Rimfire Australia agreed to conduct exploration to maintain the licenses in good standing for the current year (approximately A$370,000). Rimfire Australia can then elect to conduct further exploration on any or all three of the licenses, earning a 50% interest on each by funding exploration of A$500,000 per license by June 30, 2012 with a minimum expenditure of A$500,000 on the licences per year. Northgate then has the option on each license to: 1) carry out the next A$1.5 million to earn back a 10% interest (total 60%) and another 10% by reaching a production decision; 2) not participate and allow the Corporation to earn a 100% interest in the property by spending, or causing to have spent, an additional A$2 million over 4 years; or 3) participate in a 50/50 joint venture.  On April 15, 2010, and amended July 26, 2010 and September 15, 2010, the Corporation assigned the option agreement to Brixton Metals Corporation (Brixton). The Corporation will receive cash payments totalling $100,000 (received) and common shares of Brixton with a value of $100,000 at the lesser of $0.50 per share or the initial public offering price (received an equivalent 400,000 common shares of Brixton during the year). The Corporation remained the operator of the exploration program and incurred all costs on behalf of Brixton in return for a fee equivalent to 10% of all expenditures.  On November 15, 2010 Brixton informed the Corporation that they are no longer pursuing the option on the Victoria Goldfields properties and the option has reverted back to the Corporation.  -65-  The specific tenements in the State of Victoria in which the Corporation holds an interest are set out in the following table:


|             |                     |           |                    
|------------ | ------------------- | --------- | -------------------
|Name         | Exploration Licence | Size (Ha) | Expiry Date        
|Murtoa       | 3941                | 29,475.25 | December 17, 2012  
|Ararat South | 4695                | 38,151.41 | April 16, 2011*    
|Dundonnel    | 4730                | 19,051.89 | November 18, 2011**

* Renewal Application for a 2 year extension submitted and in process; ** Renewal application will be submitted in Oct 2011  Regional Geology  Interpretation of regional aeromagnetic and gravity imagery indicates that the Moornambool Metamorphic Complex, located along the western margin of the Stawell Zone of the Lachlan Fold Belt, (Vandenberg et al 2000) continues under Murray Basin unconsolidated sediments within the majority of EL3941. The Moornambool Metamorphic Complex is bounded by the Coongee Fault to the east and Moyston Fault to the west, forming a ~20 kilometer wide corridor (the Stawell Corridor) that hosts the majority of the 6 million ounces of gold endowment in the Ararat and Stawell areas.  The near surface geology of the Victoria Goldfields properties is dominated by unconsolidated Murray Basin sediments in the north, and Tertiary basalt cover rocks in the south. Interpretation of regional aeromagnetic and gravity imagery indicates that the Cambrian Moornambool Metamorphic Complex, located along the western margin of the Stawell Zone of the Lachlan Fold Belt, continues under the Murray Basin sediment and Tertiary basalt cover within the majority of the tenements. The Moornambool Metamorphic Complex is bounded by the Coongee Fault to the east and the Moyston Fault to the west, forming a ~20 kilometer (12.5 mile) wide corridor (the Stawell Corridor) that hosts the majority of the 6 million ounces of gold endowment in the Ararat and Stawell areas. Gold mineralization at Stawell is hosted by a reverse fault system in sulphidic sedimentary rocks on the western margin of a basalt dome. The basalt dome and sulphidic sedimentary rocks have traditionally been detected in the Stawell Corridor using a combination of detailed gravity and magnetic geophysics to see beneath the cover rocks.  Exploration  The Corporation will be exploring three licences, totaling 120 kilometers of the corridor length, representing all ground outside of a buffer around the Stawell Gold Mine. In addition to greenfields opportunities, more advanced targets exist including the 10 kilometer-long Murtoa target, which surrounds the Kewell gold resource. The Kewell resource, which Northgate has opted to exclude from this agreement, is reported to contain a non 43-101 compliant 100,000 ounce resource grading 6 grams per tonne gold defined by 25 drillholes. Additional targets include kilometer-scale gravity anomalies that have been confirmed through drilling to reflect basalt centers at depth, with coincident gold and pathfinder element geochemical anomalies on surface.  In 2009, the Corporation carried out orientation surveys employing partial leach geochemistry on the Murtoa, Ararat South and Dundonnell Licenses. Partial leach geochemistry is a specialized geochemical method utilized to detect buried mineralization under transported cover. Kiska has tested this technique with orientation surveys over areas of known mineralization under deep overburden cover in the region  -66-  and has found it to be effective in identifying buried copper and gold deposits. Detailed gravity surveys and IP survey techniques were employed on the Ararat South and Dundonnell Licenses to identify basaltic centres and sulphide mineralization. Both geochemical methods and geophysical surveys outlined encouraging exploration targets as well as confirming the utility of partial leach geochemistry in this type of environment.  Brixton has funded a regional gravity survey over portions of the Ararat South and Dundonnell properties beginning in April, 2010. This work was designed to fill in areas of low data density and follow-up on more detailed gravity and IP surveys undertaken by the Corporation in early 2009. The gravity survey highlighted some new areas of potential and these will be followed up by IP (induced polarization) surveys in subsequent programs. On the Murtoa License, a mineralogical study was completed using samples from historical drill holes focused on the Kewell gold prospect. The studies revealed that certain mineral species and degree of iron enrichment can be used to detect more confined areas of gold mineralization. This technique will be applied in subsequent drilling programs.  The Qualified Person for this property is Mark Baknes, P.Geo. Vice President, Exploration for the Corporation. A technical report has not been filed for this project.  Future Exploration Programs  In early 2011, work programs were initiated on all three property areas.  Acoustic magnetotelluric geophysical, selective leach soil geochemistry and gravity surveys are to be completed on Murtoa and gravity and IP surveys are planned for Ararat South and Dundonnel.  Nevada  Colorback and Hilltop Properties  The Corporation holds an interest in two mineral properties in located in Lander County, Nevada approximately 100 kilometers southwest of Elko. The Colorback property consists of 120 claims covering 2,150 acres (870 hectares) while the Hilltop property is comprised of 82 claims covering 1,640 acres (663 hectares). In 2008, a dispute arose with two other groups who hold Bureau of Land Management placer mining claims in the area and as a result the Corporation has subsequently agreed to relinquish approximately 50% of its lode claims to settle the dispute. Despite this relinquishment, the Corporation still retains valid lode claims covering the Discovery Zone and the Myers Hill prospects at Colorback.  The Colorback and Hilltop projects occur in the center of the prolific CortezBattle Mountain Trend. Mineralization on the property is hosted in a structurally overlapping package of Upper Plate siliciclastic rocks overtop Devonian Slaven Cherts, which are in turn intruded by Eocene granodiorite. Significant untested potential remains in these Upper Plate rocks in settings similar to those in the Battle Mountain district, however, the most compelling conceptual exploration model for the property involves testing the Lower Plate stratigraphy at depth in a setting analogous to the nearby Cortez and Pipeline deposits.  At the Discovery Zone, silicified breccias are associated with strongly developed faults and porphyritic intrusive rocks. In 2006, the Corporation drilled 3 short holes on the target intersecting oxidized breccias and numerous gold-bearing intervals. Significant mineralization has been produced from structural zones in Upper Plate rocks. Basic exploration techniques including sampling and ground geophysics would help to outline shallow targets in Upper Plate stratigraphy. This same work could also be designed to  -67-  help focus deep drilling for targets in the Lower Plate stratigraphy.  The Corporation has signed a lease and purchase agreement with Desert Hawk Resources Inc. (Desert Hawk) on the Colorback Property, located on, Nevada. Desert Hawk has agreed to an option to purchase the property for a 19 year period commencing on November 2, 2010 and terminating on November 2, 2029. During the first five years of the agreement, the property may be purchased for US$1,000,000 including any advanced royalty payments and a buy-down of the net smelter royalty (NSR) from 2.5% to 2.0%. Following the first five years, the property may be purchased for US$5,000,000 including any advanced royalty payments and a buy-down of the NSR from 2.5% to 2.0%. Desert Hawk has agreed to an advanced royalty payment schedule of US$50,000 on signing (paid) and every anniversary in years 1 to 4 inclusive, escalating to US$75,000 in years 5 to 9, followed by US$100,000 until the end of the lease.  No exploration has been conducted on the property since 2007. Exploration plans for 2011 include further consolidation of the land position and the RC - core drilling of both the shallow and deep targets generated during the 2006-2007 effort by the Corporation.  Estimated Administrative Expenditures  The Corporation expects that total administrative costs to carry out the Corporations proposed exploration and development programs for the period January 1, 2011 to December 31, 2011 will be approximately $2,335,650. The estimated administrative expenses will be financed from existing working capital. The estimated average monthly breakdown is as follows:  ITEMAverage Month12 Month PeriodAccounting & legal$15,708$188,500Insurance5,50066,000Investor services, filing6,75881,100Management and director services33,708404,500Office11,742140,900Marketing and promotion56,928683,140Rent18,800225,600Salaries & support services38,450461,410Travel & entertainment7,04184,500TOTAL$194,635$2,335,650  ITEM 5   OPERATING AND FINANCIAL REVIEW AND PROSPECTS  Overview  The Corporation has no producing properties and, consequently, has no current operating income or cash flow from its mineral property exploration and development operations.  The Corporation did not engage, does not currently engage, nor does it expect to engage, in any hedging transactions to protect against fluctuations between Canadian currency and the U.S currency. The Corporations expenses are denominated in Canadian dollars.   -68-  The following discussion of the operating results and financial position of the Corporation should be read in conjunction with the Corporations consolidated financial statements (and related notes).  OPERATING RESULTS  The Corporation has commenced planning for transition of Canadian generally accepted accounting principles (Canadian GAAP) to International Financial Reporting Standards (IFRS) as developed by the International Accounting Standards Board. During the fiscal year ended December 31, 2009, the Corporation undertook a comprehensive review of IFRS and determined which standards will affect financial recording and reporting for the Corporation. It was determined that there will be no material differences between statements prepared under Canadian GAAP and those prepared according to IFRS. The differences are primarily presentation differences for the financial statements and extensive additional disclosure required under IFRS. The final transition date for Canadian GAAP to IFRS is for the fiscal year ended December 31, 2011. The requirements for transition stipulate extensive qualitative and quantitative disclosure of the changes starting with the first interim statements in 2010.  The Corporation adopted accounting recommendations of the Canadian Institute of Chartered Accountants for the recognition and measurement of financial instruments with related disclosure in a Statement of Comprehensive Income for the fiscal year ending December 31, 2007. At each balance sheet date, the Corporations financial instruments are measured at their fair value. Gains and losses are recognized in other comprehensive income for instruments considered to be available for sale and in net income for other instruments.  Year Ended December 31, 2010  For the year ended December 31, 2010, Kiska incurred a net loss of $11,912,195 ($0.17 per share) compared with a net loss of $18,684,503 ($0.51 per share) for the year ended December 31, 2009. The decrease in the loss is attributable to the impairment loss on the mineral properties acquired from Rimfire Minerals Corporation during the third quarter of 2009. This was partly offset by the Kennecott exploration program undertaken in 2010 below. The majority of exploration expenditures were incurred on the Whistler project. During the latter half of 2009, the Corporation adopted a care and maintenance budget for all other exploration projects while the Corporation continued to undertake the Kennecott exploration program, as required to maintain control of its Whistler project, and corporate acquisition opportunities were examined.  Revenue increased during the fourth quarter primarily from the receipt of option payments. Overall option proceeds are significantly higher than in the previous year with an increase in option fees earned on Alaskan properties (2010: $211,282 versus 2009: $99,871) and Australian properties (2010: $254,894 versus 2009: $3,144). The Corporation negotiated a number of option agreements during the year. This resulted in the receipt of option fees from Brixton ($100,000 plus 400,000 common shares of Brixton  an equivalent additional $100,000 value) on the Victorian Goldfields project, cash payments of US$40,000 and 250,000 common shares (with an equivalent value of US$165,209) received from Millrock Resources on the Uncle Sam (Alaska) project. Additionally, fees received by the Corporation on the BC and Yukon properties are largely consistent with the previous fiscal year (2010: $167,925 versus 2009: $170,036) with option fees received from Brixton on the Thorn project (cash $37,500 plus 75,000 common shares with an equivalent value of $24,000), Silver Quest Resources Ltd on the Boulevard Project (cash $16,000 and 80,000 common shares with an equivalent value of $56,800) and CVC Cayman Ventures Corp. on the Gillis Project (cash $30,000 and 25,000 common shares with an equivalent value of $3,625).  -69-   Losses from discontinued Mexican operations increased slightly from $499,080 to $569,786, despite operations being de-consolidated after October 7, 2010. Losses from Mexican operations increased as a result of higher geological consulting and mineral license fees expended in 2010 on the Mexican projects. The gain on sale of the Mexican assets of $1,003,577 has been offset against these losses, resulting in a net gain from discontinued operations of $433,791.  The most significant item comprising general and administrative expenses was salaries for administration of the exploration programs and management of the portfolio of exploration properties. Wages have increased year on year, net of transfers to projects, from $680,772 in 2009 to $893,344 in 2010 as a result of an increase in corporate human resources and stock-based compensation (gross stock-based compensation was $1,684,785  2009: $544,872, and net of transfers to projects $985,883  2009: $397,273). Stock based compensation has increased as a result of the vesting of options and increase in volatility over the previous period (refer Note 13(b) of the consolidated financial statements). Transfers on wages to projects include project management fees ($2,199,672  2009: $724,535) and geological and engineering ($774,343  2009: $408,394). Net increases in these balances also result from the increase in stock-based compensation charged to projects and staffing, consistent with the Corporations retention of 100% of the Whistler project and increase in year on year exploration. Marketing costs were also a significant expense as the Corporation participated in conferences and arranged analyst and investor meetings to increase the profile of the combined company in the market. In the previous year, significant costs were associated with the search for a corporate acquisition and a failed merger attempt. These costs were categorized as consulting and outsourced services in the previous year. Consulting and outsourced services in the current year include corporate accounting, audit and legal fees. Financing expenses in the previous fiscal year ($59,660) were paid as part of the acquisition of Rimfire Minerals Corporation.  The Corporations equity loss on its investment in Clancy arose as a result of dilution gains earned in the year of $489,277 resulting from rights offerings by Clancy for total proceeds of A$3,100,000 (refer Note 7). In the previous fiscal year, the Corporation wrote its investment in Clancy down to a $Nil value, incurring an equity loss of $1,176,145.  During the year, the Corporation sold its total investment in Clancy for net proceeds of $2,305,579 (Note 7). Moreover, the Corporation realized gains on sales of its marketable securities of $172,236 (2009: loss of $240,285). Market conditions in 2010 were, generally, more favorable than the previous fiscal year.  The Corporation sold its Mexican projects to Evrim Metals Corporation effective October 7, 2010 for a gain of $1,003,577. Proceeds included 2,000,000 common shares of Evrim with a fair market value of $1,000,000 plus ongoing performance-based share payments. The performance-based share payments amount to 10,000 to 50,000 shares per property, depending upon the status of the property, for a period of five years. Similar payments are also required if Evrim acquires any property out of the database included in the Minera sale. The Corporation will also receive a 1,000,000 share payment for every property that is advanced to a positive production decision.   Year Ended December 31, 2009  For the year ended December 31, 2009 Kiska incurred a net loss of $18,684,503 ($0.51 per share) compared to a net loss of $16,260,741 ($1.84 per share) in the previous year, after taking into account the three for one share consolidation. The most significant factor contributing to the net loss is the mineral property acquisition costs associated with the acquisition of Rimfire Minerals Corporation. An  -70-  impairment loss on these properties was recognized as at September 30, 2009 increasing the net loss by $7,974,288. Mineral property revenues decreased by 70% from $897,315 to $273,051 while interest revenue remained steady at $26,138 compared to $24,702. Exploration expenditures decreased by 12% ($6,530,166) from the previous year ($7,364,238). In the first half of the year, strenuous efforts were made to limit exploration to strategic initiatives in order to conserve cash. General and administrative expenses were reduced by 50% from the previous year, primarily related to the repayment of debt with significant reductions in financing expense.  Mineral property revenues decreased in the current year to $273,051 from $897,315 in the previous year as the Corporation concentrated on exploration of the Whistler property rather than managing exploration programs for other companies. In the first half of the year, management was seeking an agreement for the Corporation as a whole instead of negotiating joint venture and option agreements for individual properties. During the second half of the year, the Corporation commenced the process of disposition of mineral properties resulting in some option proceeds being reported for the second half of the year.  Exploration expenditures, excluding those by joint-venture partners, totaled $5,853,537 compared to $7,204,248 in 2008, and property acquisition expenditures totaled $330,598 compared to $158,990 in 2008. The majority of the exploration expenditures were made on the Whistler property in Alaska.  At the acquisition date, the mineral properties acquired from Rimfire Minerals were valued at $156,500. These costs were expensed in accordance with the Corporations accounting policies. At the end of the fiscal year, reclamation obligations for active properties were estimated and an expense of $355,829 was included in mineral property expenditures.  The British Columbia Mineral Exploration Tax Credit Program will reimburse the Corporation for 20% of eligible expenditures in that jurisdiction. For the fiscal year ended December 31, 2009 exploration tax credits are $9,798. The severity of the Mountain Pine Beetle infestation has resulted in designation of an area where the tax credit will be 30% rather than the previous 20%. Most of the Corporations active mineral properties fall within the designated zone. There were no exploration tax credits in 2008 as the Corporation renounced flow-through expenditures which would otherwise have been eligible for exploration tax credits.  The most significant change in general and administrative expense is financing expense. During the year ended December 31, 2009 all remaining debt was paid off resulting in total financing expense of $59,660 compared to the previous year financing expense of $3,565,047. The other significant changes were in salaries which were reduced from $1,615,644 in 2008 to $680,828 in 2009 and outsourced services which increased from $507,815 in 2008 to $1,073,104. Most of the increase in outsourced services relates to the corporate acquisition costs associated with the acquisition of Rimfire Minerals Corporation in August 2009. This is not expected to be a recurring cost.  Year Ended December 31, 2008  For the year ended December 31, 2008, the Corporation incurred a net loss of $16,260,741 (or $1.84 per share) on revenues of $897,315 compared with a net loss of $14,474,635 ($3.73 per share) on revenues of $1,358,045 for the year ended December 31, 2007. The increased loss in 2008 was the result of a foreign exchange loss of $3,130,547 and higher financing fees associated with a convertible loan facility and bridge loan, both of which were repaid during the year, offset by lower exploration expenses.  Revenues for the year ended December 31, 2008 totaled $897,315 compared with revenues of $1,358,045  -71-  for the same period in 2007. The decrease is the result of the Corporation managing fewer exploration programs in 2008 than in 2007. The Corporation does not anticipate incurring the same level of revenues going forward as it is focusing resources on the development of its own property portfolio.  Salaries & employee benefits expense decreased to $1,615,644 for the year ended December 31, 2008 from $2,549,385 for the year ended December 31, 2007. The decrease is due to lower salaries from the Australian operations as employment levels were significantly reduced during 2008. Selling, general and administrative expense for the year ended December 31, 2008 was $1,126,200 compared with $1,736,104 in 2007, a decrease of 35%. The decrease is due to lower general and administrative expenses, traveling expenses and communication costs in 2008 as the Corporation focused on cost cutting initiatives. Consulting and outsourced services decreased from $971,895 in 2007 to $513,723 in 2008, due to lower legal expenses as the Corporation entered into fewer earn-in arrangements with strategic partners during 2008 than 2007.  Exploration expenditures were $7,364,238 in 2008 compared to $11,863,030 in 2007. The decrease is due to the winding down of the Master Strategic Alliance Agreement (MSAA) as the Corporation completed its exploration and financial obligations pursuant to the MSAA during 2008. The Corporation completed exploration programs on its Whistler Project, Redton Project, Ontario projects and Mexican projects.  The Corporation accounts for stock options using the fair-value method under which compensation expense for stock options granted is valued at the date-of-grant using the Black-Scholes valuation model and is recognized as stock-based compensation expense over the vesting period of the options. The Corporation recognized $76,461 for the year ended December 31, 2008 compared with $761,482 in the year ended December 31, 2007.  Financing expenses were $3,565,047 for year ended December 31, 2008 compared with $2,359,900 for the year ended December 31, 2007. Financing expenses for the year ended December 31, 2008 include $2,465,774 (2007 - $1,157,426) in accretion expense and $943,328 (2007 - $1,001,979) in interest both in connection with a convertible loan facility. Interest income was $24,702 and $381,149 for the years ended December 31, 2008 and 2007, respectively.  The Corporation recorded a foreign exchange loss of $3,130,547 during the year ended December 31, 2008 in connection with the repayment of the convertible loan facility on October 17, 2008 which was denominated in US dollars. Included in the foreign exchange loss is an amount of $428,000 on a bridge loan which was drawn in US dollars due to the weakening of the Canadian dollars relative to the US dollar.  LIQUIDITY AND CAPITAL RESOURCES  LIQUIDITY  Year Ended December 31, 2010  The Corporations cash and cash equivalents balance at December 31, 2010 was $6,297,716 compared with $1,071,695 at December 31, 2009. The Corporation had working capital of $7,474,418 at December 31, 2010 compared with working capital of $1,361,155 at December 31, 2009. The increase in working capital is attributable to the completion of a brokered private placement during the first and third quarters, as well as exercises of warrants and options during the period.  -72-   For the year ended December 31, 2010 and 2009, cash used in operating activities was $13,568,904 and $8,330,702, respectively. The increase is attributable to increased exploration and administrative activities in the current year compared to curtailed activities to preserve cash in the previous year. The sale of the Corporations Clancy investment and other marketable securities resulted in a cash inflow from investing activities (2010  $2,314,442, 2009  outflow of $363,924 as a result of the Corporations additional investment in Clancys rights offering in the prior year). The proceeds were partially offset by purchases of exploration equipment for the Whistler and Australia projects.  On March 2, 2010, the first tranche of a non-brokered private placement closed. Each unit consists of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of one year from the closing of the private placement (the "Closing"), one common share at a price of $0.92 per share. The warrants will contain a provision that will enable the Corporation to force exercise of the warrants if, during the term of any unexercised warrant commencing four months after the Closing, the common shares of the Corporation trade on any exchange for a period of 20 consecutive trading days at a price of $1.40 per share or greater. There were 6,720,000 units issued in the first tranche and the warrants expire on March 2, 2011. In addition, a cash commission of $114,840 was paid and 24,000 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $10,609 which was charged against share issue costs. Net cash proceeds from this placement were $4,320,360.  The second tranche of the placement closed on March 11, 2010. There were 2,372,500 units issued. The warrants expire on March 11, 2011. In addition, a cash commission of $73,458 was paid and 111,300 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $54,473 which was charged against share issue costs. The net cash proceeds from this placement were $1,492,392.  In August 2010, the Corporation completed concurrent brokered and non-brokered private placements of 7,848,414 units at a price of $0.82 per unit, for gross proceeds of $6.4 million. Each unit consisted of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of two years from the closing of the private placement, one common share at a price of $1.15 per share. In addition, 234,713 broker warrants at an exercise price of $0.82 were issued. The value ascribed to the broker warrants in this placement was $180,075which was charged against share issue costs. The net cash proceeds from this placement were $5,950,433.  The Corporations financial instruments are all fully cashable at any time so there are no restrictions on availability of funds. There is no long-term debt. The Corporations current obligations include lease commitments for office space. Effective September 1, 2010, the Corporation has signed a five year lease for expanded head office space at 510 Burrard Street. The other current obligations are statutory withholding and payroll taxes.  Year Ended December 31, 2009  The Corporations working capital as of December 31, 2009 was $1,361,155 comprised primarily of cash and term deposits, compared to $652,131 at the end of the previous fiscal year. The term deposits are intended to take advantage of higher returns available with slightly less liquidity while maintaining the integrity of the principal invested. These investments have maturities ranging from 4 months to one year at rates up to 1% above those available on cash in the bank. The increase in working capital is  -73-  attributable to the acquisition of Rimfire Minerals and completion of a brokered private placement during the third quarter of 2009. The Corporation arranged a private placement subsequent to the end of the year which provided sufficient working capital for the Corporations present requirements.  The Corporations cash and cash equivalents balance at December 31, 2009 was $1,071,695 compared with $762,560 at December 31, 2008. In addition, the Corporation has restricted cash of $202,707 (2008-$82,228) representing reclamation and performance deposits for mineral properties.  The Corporations number of issued and outstanding shares was 56,741,361 at December 31, 2009. The one for three consolidation and issue of 22,365,258 share to Rimfire shareholders, effective August 5, 2009, as part of the corporate acquisition accounts for most of the difference from 25,235,276 common shares that were issued and outstanding at the previous fiscal year-end. During the year, 3,353,328 employee stock options were granted at a weighted average strike price of $0.65 and 1,520,896 options expired or were forfeited. 140,827 options were exercised at a weighted average price of $0.42. At the end of the year, the balance of options outstanding was 4,383,844 with expiry dates up to December 2014.  On September 16, 2009, the Corporation completed a brokered private placement consisting of 9,000,000 units at $0.55 for gross proceeds of $4,950,000. Each unit consisted of one common share and one half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.80 per share until March 16, 2011. The terms of the warrants provide that if, during the term of any unexercised warrant commencing on January 17, 2010, the closing price of the common shares of the Corporation on any exchange is greater than $1.10 for a period of 20 consecutive trading days the Corporation may, at its option and by notice in writing to each holder, require the holder of the warrant to exercise such warrant within 30 days, failing which the warrant will be deemed to have expired. The units issued under the offering were subject to a four-month hold period expiring on January 17, 2010. The funds from this placement were utilized to continue the exploration of the Whistler project and for general corporate purposes.  A cash commission of 6% of the total gross proceeds realized from the placement was payable in cash together with 540,000 agents warrants, equal to 6% of the number of units placed. Each agents warrant will entitle the holder to purchase one common share at a price of $0.80 per share until March 16, 2011  Subsequent to year end, the Corporation arranged a non-brokered private placement of 9,092,500 units at a price of $0.66 per unit, for gross proceeds of $6 million. Each unit consisted of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of one year from the closing of the private placement (the "Closing"), one common share at a price of $0.92 per share. The warrants will contain a provision that will enable the Corporation to force exercise of the warrants if, during the term of any unexercised warrant commencing four months after the Closing, the common shares of the Corporation trade on any exchange for a period of 20 consecutive trading days at a price of $1.40 per share or greater. This placement closed in two tranches on March 2 and March 11, 2010. The Corporation paid share issue costs of $218,300 and issued 135,300 Brokers Warrants in connection with the financing. Net cash proceeds were $5,782,750. A total of 9,092,500 shares were issued subject to a four-month hold and 4,546,250 share purchase warrants exercisable at $0.92 for one year from the Closing. The funds raised will be used to further exploration of the Whistler Project and for general corporate purposes.  The Corporations financial instruments are all fully cashable at any time so there are no restrictions on availability of funds. There is no long-term debt. The Corporations current obligations include sublease  -74-  commitments for office space. The lease for head office space expires November 30, 2010. Lease commitments for the remainder of the current fiscal year total $95,555. Other current obligations are statutory withholding and payroll taxes.  Year Ended December 31, 2008  The Corporations working capital as of December 31, 2008 was $652,131 compared to $5,956,907 at the end of the previous fiscal year. The decrease in working capital is attributable to the funding of exploration activities during the year.  On October 10, 2008, the Corporation closed a $5.5 million short-term bridge loan (the Bridge Loan) with Geologic Resource Partners LP (GRP), allowing it to draw down, as necessary, the full amount of the Bridge Loan. The Corporation had drawn a total of US$2.5 million under the Bridge Loan as at October 10, 2008. GRP is the investment manager for a group of funds (collectively GRF) who owned approximately 17% of the outstanding common shares of the Corporation as at October 10, 2008.  Advances under the Bridge Loan bore interest at a rate equal to 12% per annum. The Bridge Loan matured on March 2, 2009, subject to GRPs right to accelerate repayment in the event of a default under the Bridge Loan. As security for the Bridge Loan, the Corporation pledged all of the shares of its direct material subsidiary. On October 20, 2008, the Corporation closed a private placement and used a portion of those proceeds to repay the US$2.5 million outstanding balance of the Bridge Loan. The Corporation incurred a total of $33,014 in interest charges during the term of the Bridge Loan which is included in its statement of operations.  On December 22, 2008, the Corporation completed a 1 for 10 stock consolidation which had been approved at a special meeting of shareholders held on October 15, 2008.  On October 17, 2008, the Corporation completed a private placement with GRP raising gross proceeds of $29,328,000 by issuing 19,552,000 common shares at a price of $0.15 per common share. The proceeds from the financing were used to (i) repay the convertible loan facility in the amount of US$20 million held by GRF; (ii) repay US$2.5 million of advances under a bridge loan made by GRP; and (iii) for working capital purposes. Net cash proceeds received by the Corporation were $2,521,500. The private placement was approved by the Corporations shareholders at the Corporations special meeting of shareholders held in Vancouver, British Columbia on October 15, 2008. Minority shareholders (which excluded GRF) voted 97% in favour of the transaction.  In addition, Kiska issued 1,065,907 common shares to GRF in satisfaction of the interest on the convertible loan facility for the period of January 1, 2008 to October 16, 2008.  On March 30, 2008, the Corporation renounced the right to the deduction of exploration expenditures for income tax purposes in the amount of $3,486,230 in connection with the exercise of flow-through warrants in June, July and August 2007. The future income tax liability created by the renunciation amounted to $1,167,887 which has been charged to share issue costs. The renunciation of flow-through benefits resulted in an income tax recovery on the Consolidated Statement of Operations since the tax losses represented by these benefits are not likely to be realized by the Corporation.  The Corporations number of issued and outstanding shares was 25,235,276 at December 31, 2008, after giving effect to the one for ten consolidation in 2008 and the subsequent one for three consolidation in 2009. During the year, 3,600 employee stock options were granted at a strike price of $7.50 and 188,275  -75-  options expired or were forfeited. 18,300 options were exercised at a weighted average price of $5.40. At the end of the year, the balance of options outstanding was 134,808 with expiry dates up to March 2012.  General Liquidity Considerations  The Corporation holds an interest in a number of exploration properties with respect to which certain cash payments, exploration expenditures and share issuances are required to maintain the Corporations interests in such properties. The nature of the Corporations interest in its properties and the financial obligations associated with maintaining such interests are set out for the specific properties under Item 4, in the section entitled Property, Plants and Equipment contained within this annual report on Form 20-F.  For those of the Corporations properties acquired through the staking of claims, a failure by the Corporation to incur exploration expenditures or make cash payments to the appropriate government agency in lieu of exploration expenditures will result in the forfeiture of the title to the mining claims back to Alaska, Nevada, British Columbia or Yukon Territorial government, as the case may be. Once forfeited, the areas previously covered by the claims will be available for staking by other parties.  In the event that the Corporation does not fulfill its obligations under the terms of any of its option agreements, such agreement or agreements will terminate and title to the property will revert to the grantor of the original option.  CAPITAL RESOURCES  Year Ended December 31, 2010  The Corporations objectives when managing capital are to safeguard the Corporations ability to continue as a going concern in order to pursue the development of its mineral properties. The Corporation considers its capital to be shareholders equity and working capital. The Corporation manages and adjusts its capital structure when changes to the risk characteristics of the underlying assets or changes in economic conditions occur. To maintain or adjust the capital structure, the Corporation may issue new shares or acquire or dispose of mineral property interests.  In order to facilitate the management of its capital requirements, the Corporation prepares annual expenditure budgets which are revised periodically based on the results of its exploration programs, availability of financing and industry conditions. Annual and materially updated budgets are approved by the Board of Directors.  The Corporation does not pay out dividends in order to maximize cash available for ongoing development expenditures. The Corporations investment policy is to invest any excess cash in liquid short-term interest-bearing instruments with maturities one year or less. When utilized, these instruments are selected with regard to the expected timing of expenditures from continuing operations.  It is anticipated that the Corporation will continue to use significant cash resources for mineral property expenditures as exploration and development of the Corporations mineral property interests is the primary focus of the Corporation. The Corporation budgets exploration programs carefully to ensure that funds are available when required and that expenditures do not exceed available resources. In the event that cash flows are predicted to exceed available cash, programs would be scaled back to where they  -76-  could be funded from available cash. The Corporation will continue to sell marketable securities when the price is appropriate.  The Corporation had 79,502,698 issued and outstanding common shares as of December 31, 2010. During the year, there were 5,074,350 warrants and 746,073 options exercised for cash proceeds of $4,313,700 and $426,151 respectively.  On March 2, 2010, the first tranche of a non-brokered private placement closed. Each unit consists of one common share and one-half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase, for a period of one year from the closing of the private placement (the "Closing"), one common share at a price of $0.92 per share. The warrants will contain a provision that will enable the Corporation to force exercise of the warrants if, during the term of any unexercised warrant commencing four months after the Closing, the common shares of the Corporation trade on any exchange for a period of 20 consecutive trading days at a price of $1.40 per share or greater. There were 6,720,000 units issued in the first tranche and the warrants expire on March 2, 2011. In addition, a cash commission of $114,840 was paid and 24,000 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $10,609 which was charged against share issue costs. Net cash proceeds from this placement were $4,320,360.  The second tranche of the placement closed on March 11, 2010. There were 2,372,500 units issued. The warrants expire on March 11, 2011. In addition, a cash commission of $73,458 was paid and 111,300 broker warrants were issued. The broker warrants have the same exercise provisions as the share purchase warrants. The value ascribed to the broker warrants in this tranche was $54,473 which was charged against share issue costs. The net cash proceeds from this placement were $1,492,392.  On August 10, 2010 the Corporation closed the brokered portion of a private placement for total proceeds of $4,102,800. Each unit was priced at $0.82 and consisted of one common share and one half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $1.15 per share until August 10, 2012. A commission of 6% of gross proceeds ($246,168) was paid and is included in share issue costs. Moreover, a total of 80,693 agents warrants, valued at $61,917 and charged against share issue costs, were granted in connection with the placement, each entitling the holder to purchase one common share at a price of $0.82 per share until August 10, 2012.  On August 16, 2010 the Corporation closed the non-brokered portion of the private placement for gross proceeds of $2,332,900. Each unit was priced at $0.82 and consisted of one common share and one half of one non-transferable share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $1.15 per share until August 16, 2012. The common shares and warrants comprising the units and the common shares issuable upon exercise of the warrants are subject to a four-month hold period expiring December 17, 2010. A cash commission of $126,296 was paid and included in share issue costs in addition to the granting of 154,020 agents warrants valued at $118,158 and charged against share issue costs. Each agents warrant will entitle the holder to purchase one common share at a price of $0.82 per share until August 16, 2012.  Year Ended December 31, 2009  During the fiscal year ended December 31, 2009, the Corporation used $8,330,702 of its cash resources for operating activities, which included a net loss for the year of $18,684,503. This reflects the emphasis  -77-  on exploration activity subsequent to the corporate acquisition and the acquisition expenses which totaled $633,875. The Corporation increased cash resources by $90,099 from the sale of marketable securities received as mineral property option proceeds. The Corporation issued 9,000,000 shares for cash proceeds of $4,950,000 pursuant to a brokered private placement. An additional 140,827 shares were issued upon exercise of options for proceeds of $59,552. Total share issue costs were $590,618. As of December 31, 2009, consolidated cash amounted to $1,071,695, an increase of $309,135 from the beginning of the year. Non-cash costs associated with the acquisition were primarily the exchange of Kiska shares for Rimfire shares and the conversion of existing employee stock options to new stock options.  Year Ended December 31, 2008  During the fiscal year ended December 31, 2008, the Corporation used $9,559,189 of its cash resources for operating activities, which included a net loss for the year of $16,260,741. During the year, the Corporation issued 19,552,000 shares for net proceeds of $29,328,000 in a private placement. An additional 1,178,416 shares with a value of $1,440,335 were issued in satisfaction of interest. 18,300 shares with a value of $173,594 were issued pursuant to share purchase options. Total share issue costs were $1,235,721. As of December 31, 2008, consolidated cash amounted to $762,560, a decrease of $1,962,862 from the beginning of the year.  During the fiscal year ended December 31, 2008, the Corporation converted debt to equity by issuing shares in satisfaction of interest and by using the proceeds from a private placement to repay debt. The Corporation does not expect to use this strategy in future. Instead the Corporation will arrange private placements to raise the necessary financing for mineral property exploration programs.  RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.  Not Applicable.  TREND INFORMATION  The Corporation does not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the Corporations liquidity either materially increasing or decreasing at present or in the foreseeable future. Material increases or decreases in the Corporations liquidity will be substantially determined by the success or failure of the Corporations exploration programs or the future acquisition of projects.  Current equity market conditions are somewhat volatile as world economies commence recovery from the global economic crisis. This will make it more challenging for the Corporation to generate cash through the sale of marketable securities. Equity financing will be possible but may result in substantial dilution for current shareholders at current market prices for the Corporations shares.  OFF-BALANCE SHEET ARRANGEMENTS  The Corporation does not utilize off-balance sheet arrangements.   -78-  CONTRACTUAL OBLIGATIONS


|                                                                     |                        |               |               |                   |                   
|-------------------------------------------------------------------- | ---------------------- | ------------- | ------------- | ----------------- | ------------------
|Contractual Obligations                                              | Payments due by period
|Total                                                                | Less than 1 year       | 1-3 years     | 3-5 years     | More than 5 years
|Long-Term Debt Obligations                                           | Nil                    | Nil           | Nil           | Nil               | Nil               
|Lease Obligations                                                    | $  1,109,065           | $   237,745   | 489,768       | 381,552           | Nil               
|Mineral Property Interests  Option Payments [1]                     | 104,375                | 81,875        | 12,500        | 10,000            | Nil               
|Mineral Property Interests  Conditional Exploration Commitments [1] | 5,175,000              | 75,000        | 100,000       | 5,000,000         | Nil               
|Other Long-Term Liabilities [2]                                      | 477,588                | 378,483       | 99,105        | Nil               | Nil               
|Total                                                                | $    6,866,028         | $     773,103 | $     701,373 | $     5,391,552   | $              Nil

[1]Mineral property interest costs are contingent on retaining an interest in the property. Most agreements are subject to cancellation without penalty. This table does not include fees which other parties are obligated to pay. Filing fees, which include claim rental fees and tenement taxes, do not have to be paid if the property is forfeited to the appropriate government authority. [2]Canadian GAAP requires the Corporation to estimate the asset retirement obligation for each mineral property. The amount on this line is the current mineral property reclamation obligation as shown in the Corporations financial statements.    ITEM 6   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES  DIRECTORS AND SENIOR MANAGEMENT  Jason S. Weber, P. Geo., President, Chief Executive Officer and Director Port Coquitlam, BC  Jason S. Weber holds a B.Sc. in Geology and is a registered professional geoscientist. Mr. Weber was appointed President and Chief Executive Officer August 5, 2009 after the merger of Geoinformatics and Rimfire. Prior to the merger, Jason held the same position with Rimfire since December of 2007 after serving as Manager, Corporate Communications for Rimfire since December 1999. Mr. Weber is also a director of the Association for Mineral Exploration British Columbia (AME BC), a not-for-profit organization promoting a healthy, sustainable and environmentally sound mineral exploration sector in British Columbia. Jason is also a director of Tatlow Investments and Clear Creek Resources, both of which are private British Columbia corporations.   -79-  Mark E. Baknes, P.Geo, Vice President, Exploration Duncan, BC  Mark E. Baknes holds a B.Sc. and M.Sc. in Geology and is a registered professional geoscientist. Mr. Baknes was appointed Vice President, Exploration for the Corporation on August 5, 2009 after the acquisition of Rimfire Minerals Corporation. Mr. Baknes was a geologist with Equity Exploration Consultants Ltd., a Vancouver, British Columbia based private mineral resource consulting firm, from 1993 until 2003, when he commenced working full-time for Rimfire as Vice-President, Exploration. Prior to joining Equity, Mr. Baknes worked as a project geologist with Atna Resources Ltd. and Kennecott Canada Exploration Inc.  David A. Caulfield, P. Geo., Co-Chairman and Director Quadra Island, BC  David A. Caulfield holds a B.Sc. in Geology and is a registered professional geoscientist. Mr. Caulfield has been a principal of Equity Exploration Consultants Ltd., a Vancouver, British Columbia based private mineral resource consulting firm, since 1987. Mr. Caulfield is a Director of Geoscience BC, a not-for-profit organization providing public-private partnerships for geoscience activities in British Columbia. Mr. Caulfield is also the President of Attunga Holdings Inc. and a director of Antioch Investments Ltd., which are private British Columbia corporations. Mr Caulfield is also a director of Evrim Resources Corp.  Bipin Ghelani, C.A., Director Richmond, BC  Bipin Ghelani has been a Chartered Accountant since 1972, having completed his education in London England. Mr. Ghelani has managed his own accounting firm since 1988. Prior to that, he held senior positions with several international accounting firms including Deloitte & Touche and PricewaterhouseCoopers. Mr. Ghelani is the chair of the Audit Committee for the Corporation and is considered independent as defined by Multilateral Instrument 52-110 (Audit Committees.)  Alan J. Hutchison, Corporate Secretary North Vancouver, BC  Alan J. Hutchison holds a B.A. and an LL.B. (Bachelors of Laws degree). Mr. Hutchison is a member of the British Columbia Law Society and was called to the British Columbia Bar in 2001. He is currently practicing law in Vancouver as a partner with Fraser Milner Casgrain, LLP (FMC). FMC currently provides legal services to the Corporation.  John A. Kanellitsas, Co-Chairman and Director Sun Valley, ID  John Kanellitsas has been involved in the investment banking and money management industry for over two decades and currently serves as the Chief Operating Officer of Geologic Resource Partners (GRP). He joined Sun Valley Gold, LLC in 2002 and was involved in the launch of GRP in 2004. Mr. Kanellitsas was employed by Morgan Stanley & Co. from 1990 through 1999 in various equity sales and capital markets assignments in San Francisco and New York, where he was a Principal. Mr. Kanellitsas has a Masters of Business Administration from University of California at Los Angeles and a BS degree in Mechanical Engineering from Michigan State University. Mr Kanellitsas is Chair of the Compensation  -80-  Committee for the Corporation.  George Ireland, Director Boston, MA  George Ireland is the Chief Investment Officer and Managing Member of the Geologic Resource Partners LLC and Portfolio Manager of the associated Geologic Resource Funds. Mr. Ireland has 30 years of experience in all aspects of the resource sector, ranging from field geology to banking and venture capital. Mr. Ireland founded Geologic Resource Partners LLC in 2004. From 2000 to 2004, he was the general partner of Ring Partners, LP, an investment partnership that later merged with the Geologic Fund. From 1991 to 2000, he was an analyst for Knott Partners LP. Mr. Ireland graduated from Phillips Academy and the University of Michigan with a B.S. degree from the School of Natural Resources. Mr. Ireland also serves on the board of directors of Merrill & Ring Inc, a private timber company in the United States.  Mark T. H. Selby, Director Toronto, ON  Mark T.H. Selby is Senior Vice President, Business Development of Royal Nickel Corporation. Mr. Selby holds a B.Comm. (Hons.) from Queens University and is Principal of Selby & Co., a consulting firm providing advice to mining companies and investors on the outlook for base metals and resource equity valuation. His prior positions include Vice President, Business Planning and Market Research for Quadra Mining Ltd (2008-2010), Assistant Vice-President, Strategic Planning & Business Development (2005-2007) and Director, Market Research (2001-2004) with Inco Limited and Principal at Mercer Management Consulting (1994-2001). Mr. Selby is a member of the Audit Committee for the Corporation.  Geoffrey Chater, Director Maple Ridge, BC  Geoffrey Chater holds a B.Sc. in geology from Texas Christian University and has over 21 years of experience in the mining industry. Mr. Chater President and CEO of Bearing Resources Ltd and is a principal of Namron Advisors, a corporate communications consultancy. From 1999-2008, Mr. Chater held the position of Manager of Corporate Relations for copper producer First Quantum Minerals Ltd. During his career, Mr. Chater has held similar positions with Greystar Resources Ltd., Nevada Pacific Gold Ltd., Eldorado Gold Corporation, Fairbanks Gold Corporation and Ivanhoe Capital Corporation. Mr. Chater is also a Director of Esperanza Resources Ltd. and Bearing Resources Ltd. Mr Chater is a member of the Audit Committee for the Corporation.  Adrian Rothwell, CA, Chief Financial Officer North Vancouver, BC  Mr. Rothwell has held senior positions within the mining industry for the last 15 years. Mr. Rothwell holds a Bachelor in Economics from Macquarie University, Sydney, Australia and is a Chartered Accountant with the Institute of Chartered Accountants of British Columbia and Australia. Mr. Rothwell was appointed the Chief Financial Officer of the Corporation effective January 4, 2011 and replaced Ms. Dorothy Miller, CGA.   -81-  CERTAIN AFFILIATIONS  Some of the directors of the Corporation are also directors and officers of other corporations. It is possible, therefore, that a conflict may arise between their duties as a director or officer of the Corporation and their duties as a director or officer of such companies. All such conflicts must be disclosed by them in accordance with the Business Corporations Act (British Columbia), and they are required to govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.  The following directors and officers of the Corporation are also directors, officers or promoters of the following corporations:


|                         |                                                                                                                      |                                                                                 |                                                                               
|------------------------ | -------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------------------------
|Name of Director/Officer | Company                                                                                                              | Position                                                                        | Period                                                                        
|David A. Caulfield       | Equity Exploration Consultants Ltd.
Evrim Resources Corp.
Kaminak Gold Corporation                                   | Director
Director
Member, Advisory Board                                        | 01/87 to present
09/10 to present
12/06 to present                            
|John Kanellitsas         | Geologic Resource Partners                                                                                           | Chief Operating Officer                                                         | 04 to present                                                                 
|Mark T.H. Selby          | Quadra Mining Ltd.
Castle Gold Corporation                                                                           | Vice President
Director                                                         | 08/08 to 03/10
04/09 to 12/09                                                 
|George Ireland           | Geologic Resource Partners
Merrill & Ring Inc.                                                                       | Chief Investment Officer
Director                                               | 03/04 to present
01/86 to present                                             
|Geoffrey Chater          | Esperanza Resources Corp.
Valley High Ventures Ltd
Greystar Resources Ltd
Levon Resources Ltd.
Bearing Resources Ltd | Director
President & Director
Vice President & Director
Director
CEO & Director | 06/10 to present
08/10 to 03/11
04/06 to 06/10
03/11 to 04/11
03/11 to present
|Adrian Rothwell          | MBMI Resources Inc.
Centurion Minerals Limited
Nulegacy Gold Corporation                                             | Chief Financial Officer
Chief Financial Officer
Chief Financial Officer         | 08/06 to present
06/08 to present
01/11 to present                            

Mark E. Baknes, David A. Caulfield and Jason S. Weber each devote 100% of their time to the affairs of the Corporation. Adrian Rothwell devotes 80% of his time to the affairs of the Corporation. Bipin Ghelani, John Kanellitsas, George Ireland, Geoffrey Chater and Mark Selby, each allot less than 5% of their time to the Corporations business. Alan J. Hutchison allots less than 5% of his time to the affairs of the Corporation in his capacity as Corporate Secretary.  John Kanellitsas and George Ireland are partners of Geologic Resource Partners which as a group controls 29.43% of the common shares of the Corporation.  COMPENSATION  The following tables set forth all annual and long term compensation for services in all capacities to the Corporation and its subsidiaries for the most recently completed fiscal year in respect of each of the individuals who were, as of December 31, 2010, directors and members of its administrative, supervisory or management bodies (collectively the Named Executive Officers) including any individual who would have qualified as a Named Executive Officer but for the fact that individual was not serving as such at the end of the most recently completed financial year.  -82-   Summary Compensation Table


|                                                                      |                     |                        |           |                       |                                               |                                                 |                 |                            | 
|--------------------------------------------------------------------- | ------------------- | ---------------------- | --------- | --------------------- | --------------------------------------------- | ----------------------------------------------- | --------------- | -------------------------- | 
|                                                                      | Annual Compensation | Long Term Compensation
|                                                                      |                     |                        | Awards    | Payouts               |                                              
|Name and Principal Position                                           | Fiscal
Year End     | Salary
($)             | Bonus
($) | Other Annual Comp
($) | Common Shares Under Options\
SARs granted
(#) | Restricted Shares or Restricted Share Units ($) | LTIP Payout ($) | All other Compensation
($)
|Mark E. Baknes, Vice President                                        | Dec. 2010           | $155,000               | NIL       | NIL                   | 225,000                                       | NIL                                             | NIL             | NIL                       
|David A. Caulfield, Co-chairman and Director Business Development [1] | Dec. 2010           | NIL                    | NIL       | NIL                   | 240,000                                       | NIL                                             | NIL             | $160,000[2]               
|Bipin Ghelani,
Director                                               | Dec. 2010           | NIL                    | NIL       | $16,000               | 120,000                                       | NIL                                             | NIL             | NIL                       
|Alan J. Hutchison,
Corporate Secretary [2]                            | Dec. 2010           | NIL                    | NIL       | NIL                   | 40,000                                        | NIL                                             | NIL             | NIL[2]                    
|John A. Kanellitsas 
Co-chairman
Director                             | Dec. 2010           | NIL                    | NIL       | $16,000               | 120,000                                       | NIL                                             | NIL             | NIL                       
|Geoffrey Chater, Director                                             | Dec. 2010           | NIL                    | NIL       | $8,000                | 187,500                                       | NIL                                             | NIL             | NIL                       
|George Ireland,
Director                                              | Dec. 2010           | NIL                    | NIL       | $8,000                | 187,500                                       | NIL                                             | NIL             | NIL                       
|Mark T.H. Selby
Director                                              | Dec. 2010           | NIL                    | NIL       | $16,000               | 110,000                                       | NIL                                             | NIL             | NIL                       
|Jason S. Weber., President, CEO & Director                            | Dec. 2010           | $165,000               | NIL       | NIL                   | 265,000                                       | NIL                                             | NIL             | NIL                       
|Dorothy Miller,
CFO [3]                                               | Dec. 2010           | $   101,471            | NIL       | NIL                   | 220,000                                       | NIL                                             | NIL             | NIL                       

[1] Pursuant to the terms of a Management Agreement effective January 1, 2010, Equity Exploration Consultants Ltd. was paid the sum of $13,333 per month for the services of Mr. Caulfield. Mr. Caulfield is a director and officer of Equity Exploration Consultants Ltd. Refer to "Management and Consulting Contracts".  -83-    [2] Alan J. Hutchison is a partner with the law firm of Fraser Milner Casgrain LLP and provides ongoing legal services to the Corporation. During the fiscal year ended December 31, 2009, the Corporation paid the firm of Fraser Milner Casgrain LLP $110,329 for legal services and disbursements which constitutes less than one percent of the firms gross billings.  [3] Dorothy Miller served as CFO of the Corporation until her resignation on January 4, 2011. Adrian Rothwell, CA was appointed CFO, effective January 4, 2011 and is not included in the table above as he received no remuneration for the stated period.  As at December 31, 2010, the Corporation has granted rights to purchase or acquire an aggregate of 6,034,827 Common Shares pursuant to share purchase options, including the options listed below. The closing market price of the Common Shares on March 31, 2011 as traded on the TSX Venture Exchange was $0.93.  Outstanding Director and Officer Stock Options as at December 31, 2010


|                    |                                                           |                                                                                                                 |                                         |                                                                                                                 |                                        
|------------------- | --------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | --------------------------------------- | --------------------------------------------------------------------------------------------------------------- | ---------------------------------------
|Name of Optionees   | No. of Common Shares Subject to Option (#)                | Date of Grant                                                                                                   | Exercise Price
$                        | Expiry Date                                                                                                     | Market Value on Date of Grant
$        
|Mark E. Baknes      | 87,000
13,050
13,050
13,050
8,700
17,400
100,000
225,000  | July 17, 2006
Jan. 11, 2007
July 16, 2007
Dec. 10, 2007
July 16, 2008
Dec. 19, 2008
Dec. 15, 2009
12 July, 2010 | 1.90
2.29
2.24
1.84
0.98
0.17
0.90
0.87 | July 17, 2011
Jan. 11, 2012
July 16, 2012
Dec. 10, 2012
July 16, 2013
Dec. 19, 2013
Dec. 15, 2014
July 12, 2015 | 1.90
2.29
2.24
1.84
0.98
0.17
0.90
0.87
|David A. Caulfield  | 130,500
21,750
43,500
8,700
8,700
30,450
105,000
240,000  | July 17, 2006
Jan. 11, 2007
July 16, 2007
Dec. 10, 2007
July 16, 2008
Dec. 19, 2008
Dec. 15, 2009
July 12, 2010 | 1.90
2.29
2.24
1.84
0.98
0.17
0.90
0.87 | July 17, 2011
Jan. 11, 2012
July 16, 2012
Dec. 10, 2012
July 16, 2013
Dec. 19, 2013
Dec. 15, 2014
July 12, 2015 | 1.90
2.29
2.24
1.84
0.98
0.17
0.90
0.87
|Bipin A. Ghelani    | 21,750
8,700
8,700
8,700
13,050
95,000
120,000            | July 17, 2006
Jan. 11, 2007
July 16, 2007
Dec. 10, 2007
Dec. 19, 2008
Dec. 15, 2009
July 12, 2010               | 1.90
2.29
2.24
1.84
0.17
0.90
0.87      | July 17, 2011
Jan. 11, 2012
July 16, 2012
Dec. 10, 2012
Dec. 19, 2013
Dec. 15, 2014
July 12, 2015               | 1.90
2.29
2.24
1.84
0.17
0.90
0.87     
|Alan J. Hutchison   | 21,750
4,350
4,350
25,000
40,000                          | July 16, 2007
Dec. 10, 2007
July 16,2008
Dec. 15, 2009
July 12, 2010                                            | 2.24
1.84
0.98
0.90
0.87                | July 16, 2012
Dec. 10, 2012
July 16, 2013
Dec. 15, 2014
July 12, 2015                                           | 2.24
1.84
0.98
0.90
0.87               
|John A. Kanellitsas | 333,333
95,000
120,000                                    | March 19, 2009
Dec. 15, 2009
July 12, 2010                                                                      | 0.45
0.90
0.87                          | March 19, 2014
Dec. 15, 2014
July 12, 2015                                                                      | 0.45
0.90
0.87                         
|George Ireland      | 125,000
62,500                                            | June 25, 2010
July 12, 2010                                                                                     | 1.00
0.87                               | June 25, 2015
July 12, 2015                                                                                     | 1.00
0.87                              
|Dorothy G. Miller   | 43,500
8,700
13,050
13,050
100,000
110,000                | July 17, 2006
Jan. 11, 2007
July 16, 2007
Dec. 10, 2007
Dec. 15, 2009
July 12, 2010                             | 1.90
2.29
2.24
1.84
0.90
0.87           | July 17, 2011
Jan. 11, 2012
July 16, 2012
Dec. 10, 2012
Dec. 15, 2014
July 12, 2015                             | 1.90
2.29
2.24
1.84
0.90
0.87          
|Geoffrey Chater     | 125,000
62,500                                            | June 25, 2010
July 12, 2010                                                                                     | 1.00
0.87                               | June 25, 2015
July 12, 2015                                                                                     | 1.00
0.87                              
|Mark T. H. Selby    | 65,250
85,000
110,000                                     | March 1, 2009
Dec. 15, 2009
July 12, 2010                                                                       | 0.25
0.90
0.87                          | March 1, 2014
Dec. 15, 2014
July 12, 2015                                                                       | 0.25
0.90
0.87                         
|Jason Weber         | 21,750
8,700
13,050
108,750
13,050
30,450
135,000
265,000 | July 17, 2006
Jan. 11, 2007
July 16, 2007
Dec. 10, 2007
July 16, 2008
Dec. 19, 2008
Dec. 15, 2009
July 12, 2010 | 1.90
2.29
2.24
1.84
0.98
0.17
0.90
0.87 | July 17, 2011
Jan. 11, 2012
July 16, 2012
Dec. 10, 2012
July 16, 2013
Dec. 19, 2013
Dec. 15, 2014
July 12, 2015 | 1.90
2.29
2.24
1.84
0.98
0.17
0.90
0.87
|Total               | 3,504,833                                                 |                                                                                                                 |                                         |                                                                                                                 |                                        

In addition to the share purchase options granted to Directors and Senior Officers of the Corporation, as listed in the preceding table, the Corporation issues options to employees of the Corporation and persons who provide ongoing services to the Corporation under an incentive stock option plan. Under the plan the Corporation had reserved a total of 7,951,770 shares as of December 31, 2010, for the issue of share purchase options. The exercise price of share purchase options is no less than the closing price of the shares on the business day immediately preceding the date on which the option is granted. Options expire no later than five years from the grant date, except that they will expire within ninety days when the holder is no longer qualified to hold the option (other than for cause, when the option will expire immediately). Individual grants vest over two years with one-half vesting immediately, one-quarter vesting on the first anniversary date of the grant and the remaining one-quarter vesting on the second anniversary date. Individual grants of up to 30,000 shares vest immediately. Shareholders must approve the stock option plan at each annual general meeting, which allows a maximum of 10% of the Corporations issued and outstanding shares to be reserved for stock options. Options are granted at the discretion of the board of directors.  As of December 31, 2010, there are sixteen employees who have been granted stock options in the aggregate amount of 2,399,994 options at exercise prices ranging from $0.17 to $7.50 with expiry dates  -85-  between March 2011 and July 2015. Of the reserved shares, 1,916,943 remained available for stock option grants.  Defined Benefit or Actuarial Plan Disclosure  The Corporation has no defined benefit or actuarial plans.  Termination of Employment, Changes in Responsibility and Employment Contracts  The Corporation has signed employment contracts between the Corporation and the Chief Executive Officer and the Vice President, Exploration. The contracts provide that in the event of the termination of employment or in the event of a change in responsibilities following a change of control, these officers will receive a severance package which will include eighteen months of base salary and benefits. No payment is provided in the case of a change of control which does not include termination or constructive dismissal of the officer. In the event of a termination not associated with a change of control, the officer will be entitled to a payment equivalent to twelve months of base salary and benefits.  Management and Consulting Contracts  The Corporation has entered into a management agreement effective January 1, 2010 with Equity, pursuant to which Equity will furnish the services of David A. Caulfield Director, Business Development, for the sum of $13,333 per month less reasonable costs for rental of a furnished office to Mr. Caulfield. The agreement is for a term of one year with provision for a one year extension at the Corporations option, and may be terminated by the Corporation on six months notice. Equity is not at arms length to the Corporation as one of the principals of Equity is David A. Caulfield, who is a director of the Corporation.  Equity Exploration Consultants Ltd. provides geological consulting services to the Corporation on an individual project basis. On an on-going basis, Equity provides property evaluation services to the Corporation at standard commercial rates. These rates are the same as those charged to unrelated third parties. As exploration projects for a particular property are defined, a specific contract for consulting services related to that project is entered into. During the fiscal year ended December 31, 2010, there were no such projects.  Compensation of Directors  Commencing in 2010, non-executive directors were paid a quarterly stipend of $4,000 for their services as directors in addition to the grant of incentive stock options on a semi-annual basis. There is no additional cash remuneration for the Chair of any committee or for the Chairman of the Board.  Proposed Compensation  The Corporation has determined the amount of compensation to be granted to directors and Named Executive Officers for the 12 months beginning January 1, 2011 as follows:  MonthlyYearlyMark E. Baknes$    14,208$   170,500David A. Caulfield [1]14,666175,992Adrian Rothwell [2]9,750117,000Jason Weber15,125181,500  [1] Paid to Equity Exploration Consultants Ltd. pursuant to the terms of management agreement, effective January 1, 2011. [2] Employed for 0.8 full-time equivalent hours.  Except as disclosed above, the Corporation has no standard arrangement pursuant to which Named Executive Officers or directors of the Corporation are compensated by the Corporation for their services, except for the granting from time to time of incentive stock options in accordance with policies of the TSX Venture Exchange.  BOARD PRACTICES  The directors of the Corporation are elected by the Corporation shareholders at the Corporations Annual General Meetings. A director of the Corporation holds his respective position until the earlier of his resignation or his replacement at a subsequent Annual General Meeting of the Corporation. The Articles of the Corporation permit appointment of directors so long as the number appointed does not exceed one-third of the number elected by the shareholders at the previous Annual General Meeting.  All corporate matters outside of the ordinary course of business must be approved by the Corporations board of directors. The Corporations audit committee consists of three directors who review the Corporations financial statements prior to such statements being submitted to the entire board of directors for approval. The members of the audit committee are Bipin Ghelani, Geoffrey Chater, and Mark T.H. Selby. The Corporations Compensation committee is comprised of the following independent directors: Bipin Ghelani, Geoffrey Chater, John Kanellitsas, George Ireland and Mark T.H. Selby. The committee meets on an annual basis to review management performance and compensation. Recommendations from the committee are referred to the entire board of directors at the budget review meeting for approval. The Chief Executive Officer, in consultation with the Chief Financial Officer, determines compensation of staff members who are not executive officers.  The Audit Committee performs an oversight role for the board by: · Reviewing the appointment of the Chief Financial Officer and any other key financial personnel. · Reviewing, with management and the external auditor, the adequacy and effectiveness of the Corporations systems of internal control and the adequacy and timeliness of its financial reporting processes. · Reviewing the annual audited financial statements, unaudited quarterly financial statements, management discussion and analysis reports and other financial reporting documents prior to filing or distribution, including financial matters required to be reported under applicable legal or regulatory requirements. · Where appropriate and prior to release, reviewing and approving any other news releases that contain significant financial information that has not previously been released to the public. · Reviewing the Corporations financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application. · Recommending to the Board and shareholders the external auditor selected to examine the Corporations accounts and financial statements. · Approving all audit engagement terms and fees and pre-approving all non-audit and assurance services to be performed by the auditor.   -87-  EMPLOYEES  The Corporation has sixteen full-time employees, fifteen located at the head office, one located at the Anchorage office in Alaska.. There are no contracts or collective agreements between the Corporation and any labor union or similar organization. The Corporation expects to employ a number of temporary employees during the Whistler exploration program which has just commenced. The average will be approximately 10 temporary employees for the three month duration of the program.  SHARE OWNERSHIP  The following table sets forth security ownership of each of the directors and officers of the Corporation as at March 31, 2011.


|                                                                                  |                                                                                                 |                                   
|--------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ----------------------------------
|Name,
Municipality of Residence                                                   | Number of Common Shares of the Corporation beneficially owned or directly/indirectly controlled | Percentage of Issued Share Capital
|Mark E. Baknes, P.Geo.
Westholme, BC
Vice-President, Exploration                  | Common Shares: 522,517 [1]
Options: 597,250 [2]
Warrants: 5,000                                 | 0.78%                             
|David A. Caulfield, P. Geo.
Quadra Island, BC
Co-Chairman of the Board, 
Director | Common Shares: 752,641 [1]
Options: 708,600 [2]
Warrants: Nil [3]                               | 1.06%                             
|Bipin Ghelani, C.A.
Richmond, BC
Director                                         | Common Shares: 114,360 [1]
Options: 335,900 [2]
Warrants: Nil                                   | 0.17%                             
|Alan Hutchison
North Vancouver, BC
Corporate Secretary                            | Common Shares: 58,500 [1]
Options: 95.450 [2]
Warrants: Nil [3]                                 | 0.05%                             
|John Kanellitsas
Sun Valley ID
Co-Chairman of the Board, 
Director                | Common Shares: 175,000 [1]
Options: 608,333 [2]
Warrants: 12,500 [3]                            | 0.15%                             
|Mark T.H. Selby
Toronto ON
Director                                               | Common Shares: 35,000 [1]
Options: 320,250 [2]
Warrants: 15,000 [3]                             | 0.03%                             
|Geoffrey Chater
Maple Ridge, BC
Director                                          | Common Shares: 25,000 [1]
Options: 247,500 [2]
Warrants: 12,500 [3]                             | 0.03%                             
|George Ireland
Boston, Mass.
Director                                             | Common Shares: 435,799 [1]
Options: 247,500 [2]
Warrants: 97,500 [3]                            | 0.77%                             
|Jason S. Weber
Port Coquitlam, BC
President, Chief Executive Officer,
Director    | Common Shares: 200,515 [1]
Options: 715,750 [2]
Warrants: 15,000 [3]                            | 0.28%                             
|Adrian Rothwell
North Vancouver, BC
Chief Financial Officer                       | Common Shares: 19,000 [1]
Options: 120,000 [2]
Warrants: 5,000 [3]                              | 0.02%                             

[1] Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at March 31, 2011, based upon information furnished by the respective shareholders. [2] Stock Options entitle the holder to purchase Common Shares in the capital of the Corporation at a fixed price for a specific period of time. Stock options do not carry any voting rights. Details of stock options held by the directors and officer of the Corporation are set out under "Options and Other Rights to Purchase Shares - Outstanding Stock Options." [3] Warrants entitle the holder to purchase Common Shares in the capital of the Corporation at a fixed price for a specific period of time. Warrants do not carry any voting rights.  Of the shares beneficially held by David Caulfield, 269,791 are registered in the name of Attunga Holdings Inc., a private British Columbia corporation controlled by David Caulfield. Of the shares beneficially held by Jason Weber, 17,400 shares are beneficially held by family trusts controlled by Jason Weber. Of the shares beneficially held by Adrian Rothwell, 10,000 are registered in the name of Blaxland Pacific Management Corp., a private British Columbia corporation controlled by Adrian Rothwell.  ITEM 7    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  MAJOR SHAREHOLDERS  The following table sets forth security ownership of those parties owning five percent (5%) or more of the outstanding common shares of the Corporation as at March 31, 2011.


|                                                                    |                                                                                                 |                                   
|------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ----------------------------------
|Name,
Municipality of Residence                                     | Number of Common Shares of the Corporation beneficially owned or directly/indirectly controlled | Percentage of Issued Share Capital
|The Canadian Depository
for Securities Limited  (CDS)
Toronto, ON | Common Shares: 79,500,067                                                                       | 80.53%                            
|Depository Trust Company  (DTC)
New York, NY                      | Common Shares: 6,513,222                                                                        | 6.69%                             
|Geologic Resource Partners[1]                                       | Common Shares: 28,659,485
Warrants: 1,829,268                                                   | 29.43%                            

[1] Geologic Resource Partners includes holdings of the related funds: Geologic Resource Fund LP, Geologic Resource Fund Ltd, Geologic Resource Opportunities Fund LP, and Geologic Resource Opportunities Fund Ltd. Some of these holdings may be included in CDS and DTC listings. John Kanellitsas and George Ireland are partners in Geologic Resource Partners.   -89-  The voting rights attached to all shares of the Corporation are equal. No shareholder or group of shareholders holds or is entitled to exercise any preferential voting rights with respect to shares of the Corporation.  The only significant change in ownership over the past three fiscal years is the Geologic Resource Partners (GRP) position. In October 2008, the Corporation issued shares to GRP to repay the Convertible Facility and in satisfaction of interest thereon. This resulted in GRP holding approximately 85% of the Corporations issued and outstanding shares. Upon completion of the acquisition of Rimfire Minerals Corporation, this was reduced to 45% and further reduced by a private placement and exercise of options and warrants to the current 29.43%.  There are no arrangements, known to the Corporation, the operation of which may at a subsequent date result in a change in control of the Corporation.  As of March 31, 2011 there were 69 United States registered holders representing 17,230,017 common shares of the Corporation which equals 17.70% of the Corporations issued and outstanding shares. There were 2 non-North American holders representing 106,000 common shares (0.11%).  RELATED PARTY TRANSACTIONS  (a) Equity Exploration Consultants Ltd. (Equity)  As at March 31, 2011, the Corporation was indebted to Equity Exploration Consultants Ltd. and Equity Geoscience, Ltd. (collectively Equity), in the amount of $15,490 for consulting services provided by Equity. Equity is not at arm's length to the Corporation, as one of the principals of Equity is David A. Caulfield, a director of the Corporation. It is anticipated that Equity will continue to provide geological consulting services to the Corporation from time to time, and Equity will be remunerated for such services at Equitys standard commercial rates. Fees charged to the Corporation by Equity are on the same basis as those charged by Equity to unrelated third parties.  During the first quarter of 2011, the Corporation paid Equity $557 for geological consulting services and $44,000 for providing management services.  During the year ended December 31, 2010, the Corporation was indebted to Equity in the amount of $15,946 for project expenses and consulting services provided by Equity to the Corporation. During the year ended December 31, 2010, the Corporation paid Equity $173,598 for providing management services, which has been included in consulting and outsourced services and $26,901 included in exploration expenditures on the Statement of Operations and Comprehensive Loss.  (b) Mineral Property Interests  One of the directors, David Caulfield, indirectly owns 11% of a 7.5 to 15% Net Profits Interest (NPI) in the Wernecke Breccia property (Note 6 to Consolidated Financial Statements  see Item 17). The claims were originally staked and explored by Antioch Investments Ltd. and Equity Exploration Consultants Ltd., in which he holds an interest. When the property was sold to Newmont and NVI Mining Ltd, these companies retained an NPI of varying amounts depending on the claim group.  (c) Due to related party  -90-  Except as disclosed above, to March 31, 2011, no insider of the Corporation, director or officer, or associate or affiliate of such persons, has or has had any material beneficial interest in any transaction or in any proposed transaction, which has or will materially affect the Corporation. The Corporation has not made any loans (including guarantees of any kind) to or for the benefit of any of the directors, officers, employees or related parties.  INTERESTS OF EXPERTS AND COUNSEL  Not Applicable.  ITEM 8   FINANCIAL INFORMATION  CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION  The following financial statements are attached and incorporated herein:


|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Description of Statements

Consolidated Balance Sheets for the fiscal years ended December 31, 2010 and 2009
Consolidated Statements of Operations, Consolidated Statements of Cash Flows,
Consolidated Statements of Comprehensive Loss,
Consolidated Statements of Shareholders Equity, and
Consolidated Statements of Mineral Property Expenditures
all for the fiscal years ended December 31, 2010, 2009, and 2008
Notes to Consolidated Financial Statements
Management Discussion and Analysis for the year ended December 31, 2010 | 

There are no legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or have had in the recent past, significant effects on the Corporation's financial position or profitability.  The Corporation has not paid any dividends since its incorporation and does not anticipate the payment of dividends in the foreseeable future. At present, the Corporations policy is to retain earnings, if any, to finance exploration on its properties. The payment of dividends in the future will depend upon, among other factors, the Corporations earnings, capital requirements and operating conditions.   ITEM 9   THE OFFER AND LISTING  OFFER AND LISTING DETAILS  The Common Shares of the Corporation are traded in Canada under the stock symbol "KSK" on the TSX Venture Exchange and under the stock symbol "KSKTF" on the OTC Bulletin Board in the United States. Pursuant to the Corporations prospectus issued on March 17, 2011, warrants of the Corporation are also traded in Canada under the stock symbol "KSK.WT" on the TSX Venture Exchange. The Corporation is not listed for trading on any securities exchange in the United States. The following table sets forth the high and low closing bid prices of  the Corporations common shares, in Canadian dollars, and trading volume of the common shares on the TSX Venture Exchange (TSX-V) and the OTC Bulletin Board (OTC-BB) for the period January 1, 2010 to March 31, 2011. All prices are converted  -91-  to Canadian dollars at the closing rate for the relevant period.


|                     |           |           |           |           |           |          
|-------------------- | --------- | --------- | --------- | --------- | --------- | ---------
|Most recent 6 months | High      | Low       | Volume   
|                     | TSX-V     | OTC-BB    | TSX-V     | OTC-BB    | TSX-V     | OTC-BB   
|October 1-31, 2010   | $    1.38 | $    1.31 | $    1.06 | $    1.03 | 6,793,730 | 788,736  
|November 1-30, 2010  | 1.74      | 1.75      | 1.17      | 1.17      | 6,728,899 | 1,196,047
|December 1-31, 2010  | 1.56      | 1.54      | 1.15      | 1.15      | 4,730,381 | 1,994,715
|January 1-31, 2011   | 1.38      | 1.39      | 1.05      | 1.06      | 6,419,576 | 1,448,978
|February 1-28, 2011  | 1.38      | 1.41      | 1.06      | 1.08      | 3,229,797 | 970,798  
|March 1-31, 2011     | 1.27      | 1.31      | 0.92      | 0.95      | 8,721,103 | 1,595,931




|               |            |        |            |        |           |        
|-------------- | ---------- | ------ | ---------- | ------ | --------- | -------
|Fiscal 2009    | High       | Low    | Volume    
|               | TSX-V      | OTC-BB | TSX-V      | OTC-BB | TSX-V     | OTC-BB 
|First Quarter  | $     0.89 | n/a    | $     0.33 | n/a    | 588,062   | n/a    
|Second Quarter | 0.87       | n/a    | 0.33       | n/a    | 362,140   | n/a    
|Third Quarter  | 0.81       | 0.75   | 0.51       | 0.53   | 2,478,796 | 458,506
|Fourth Quarter | 1.16       | 1.18   | 0.67       | 0.65   | 5,358,222 | 731,708




|               |           |           |           |           |            |          
|-------------- | --------- | --------- | --------- | --------- | ---------- | ---------
|Fiscal 2010    | High      | Low       | Volume   
|               | TSX-V     | OTC-BB    | TSX-V     | OTC-BB    | TSX-V      | OTC-BB   
|First Quarter  | $    1.13 | $    1.11 | $    0.65 | $    0.64 | 6,533,211  | 1,379,507
|Second Quarter | 1.26      | 1.25      | 0.87      | 0.81      | 7,264,632  | 1,504,048
|Third Quarter  | 1.21      | 1.18      | 0.75      | 0.51      | 13,159,159 | 2,341,467
|Fourth Quarter | 1.74      | 1.75      | 1.06      | 1.03      | 18,253,010 | 3,979,498




|              |           |           |           |           |            |          
|------------- | --------- | --------- | --------- | --------- | ---------- | ---------
|Fiscal 2011   | High      | Low       | Volume   
|              | TSX-V     | OTC-BB    | TSX-V     | OTC-BB    | TSX-V      | OTC-BB   
|First Quarter | $    1.38 | $    1.41 | $    0.92 | $    0.95 | 18,370,476 | 4,015,707

The following table sets forth the high and low closing bid prices, in Canadian dollars, and trading volume of the common shares on the TSX Venture Exchange and the OTC Bulletin Board for the last five fiscal years. (Expressed in Canadian dollars)


|                   |           |           |           |          |            |          
|------------------ | --------- | --------- | --------- | -------- | ---------- | ---------
|Fiscal Year ending | High      | Low       | Volume   
|                   | TSX-V     | OTC-BB    | TSX-V     | OTC-BB   | TSX-V      | OTC-BB   
|December31, 2010   | $    1.74 | $    1.75 | $    0.65 | $   0.51 | 45,210,012 | 9,204,520
|December31, 2009   | 1.16      | 1.18      | 0.33      | 0.53     | 10,738,722 | 1,190,214
|December31, 2008   | 12.45     | n/a       | 0.60      | n/a      | 37,12,114  | n/a      
|December31, 2007   | 9.00      | n/a       | 3.45      | n/a      | 2,232,820  | n/a      
|December31, 2006   | 8.40      | n/a       | 4.05      | n/a      | 138,203    | n/a      

The following table sets forth the high and low closing bid prices of the Corporations warrants, in Canadian dollars, and trading volume of the warrants on the TSX Venture Exchange (TSX-V) for the period from listing the warrants on March 17, 2011 to March 31, 2011.  Most recent 6 monthsHighLowVolumeOctober 1-31, 2010$         -$         --November 1-30, 2010---December 1-31, 2010---January 1-31, 2011---February 1-28, 2011---March 1-31, 20110.2350.2352,000  ITEM 10   ADDITIONAL INFORMATION  NOTICE OF ARTICLES AND ARTICLES OF ASSOCIATION  The Corporation was incorporated under the Company Act (British Columbia) on March 21, 1980 under the name Goldmax Resource Inc. On October 10, 1996, the Corporation was continued from the British Columbia to the Yukon and thereafter underwent a series of name changes: Aegean Gold Inc. (April 26, 1999), Aegean International Gold Inc. (December 8, 1999) and MinRes Resources Inc. (October 20, 2003).  On January 28, 2005, Geoinformatics Explorations Limited (GEL) completed a reverse takeover of the Corporation, following which, on February 1, 2005, the name of the Corporation was changed to Geoinformatics Exploration Inc.  Pursuant to the reverse takeover, GEL changed its name to 2012860 Ontario Limited and became a wholly-owned subsidiary of Geoinformatics.  Pursuant to the requirements of the Business Corporations Act(British Columbia), a director of the Corporation must declare any interest in and abstain from voting on any board of directors resolution relating to any matter in which such director has a material interest. In addition, the policies of the TSX Venture Exchange require that all employment, consulting or other compensation agreements between a company and its officers or directors be considered and approved by the disinterested member of the board of directors or a committee of independent directors.  Pursuant to the requirements of the Business Corporations Act(British Columbia), and the Corporations Articles, the board of directors of the Corporation may exercise the general power to borrow on behalf of the Corporation in any manner deemed to be in the best interest of the Corporation and its shareholders. Whether exercising this general borrowing power or otherwise, the directors of the Corporation are under a fiduciary duty at all times to act honestly and in the best interest of the Corporations shareholders.  Pursuant to the requirements of the Business Corporations Act(British Columbia), a person must be not less than 18 years of age to act as a director of a Yukon company. There are no requirements under theBusiness Corporations Act(British Columbia), or the Corporations Articles that a director be a shareholder of the Corporation.  The Common Shares are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the Common Shares. All of the Common Shares rank equally with respect to all benefits which might accrue to the holders including any redemption of shares or the division of corporate assets in the event of liquidation. There are no sinking fund provisions or any provisions discriminatory or advantageous to shareholders controlling a specific number of Common Shares. Subject to the requirements of the Business Corporations Act(British Columbia), the rights or restrictions on any class of shares may be amended by ordinary resolution of the shareholders of the Corporation.   -93-  The Annual General meeting for the Corporation must be held at least once in each calendar year and not more than 15 months after the last annual meeting at such time and place as may be determined by the directors. The Corporation must send notice of the date, time, and location of any meeting to each shareholder entitled to attend the meeting at least 21 days before the meeting. The directors may set a record date for the purpose of determining shareholders entitled to notice of any meeting. The record date must not precede the meeting date by more than two months or fewer than 21 days. The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person invited by the directors is entitled to attend a meeting of the shareholders but that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy-holder entitled to vote at the meeting.  If the meeting of shareholders is to consider special business, the notice must state the general nature of the special business and attach a copy of any document to be ratified. If a copy of the document is not attached, it must be available for inspection by shareholders at the Corporations records office.  There are no limitations on the rights of share ownership including the rights of non-resident or foreign shareholders to hold shares or exercise voting rights for those shares. There is no provision for an ownership threshold above which shareholder ownership must be disclosed to the Corporation.  There is no provision in the Corporations articles of association that would have an effect of delaying, deferring or preventing a change in control of the Corporation and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Corporation. None of the provisions in the Corporations articles of association is significantly different from those applying to all corporations within British Columbia, nor are the conditions imposed by the Corporations articles of association governing changes in share capital more stringent than is required by law.  MATERIAL CONTRACTS  On March 9, 2009, the Corporation negotiated a $2.6 million line of credit with Geologic Resource Partners LLP (GRP), bearing an annual interest rate of 15% payable on maturity. The line of credit matures on September 30, 2010. On March 27, 2009, the Corporation drew $1 million under the line of credit and on June 8, 2009 drew a further $750,000. This line of credit agreement incorporated herein by reference to Exhibit 4.31 of the Corporations transition report on Form 20-F filed with the Commission on EDGAR effective April 23, 2010. The entire amount of note payable including accrued interest of $71,712 was repaid on August 5, 2009.  On May 15, 2009, the Corporation and Kennecott entered into a partial termination agreement and a first amendment to the partial termination agreement (collectively, the Partial Termination Agreement), whereby the parties terminated the provisions of the Master Agreement with respect to the requirements to form strategic alliances on possible targets in certain regions. The Master Agreement and Standardization Agreement will still apply to the existing projects and to the areas of interest set out in the Partial Termination Agreement. The Partial Termination Agreement and first amendment thereto are incorporated herein by reference to Exhibit 4.32 of the Corporations transition report on Form 20-F filed with the Commission on EDGAR effective April 23, 2010.   -94-  On June 11, 2009, the Corporation and Rimfire Minerals Corporation (Rimfire) executed the definitive acquisition agreement (the Acquisition Agreement) to complete a business combination by way of a statutory plan of arrangement. Pursuant to the terms and conditions of the Acquisition Agreement, the Corporation agreed to acquire all of the issued and outstanding shares of Rimfire at an exchange ratio of 0.87 Shares per common share of Rimfire (following a consolidation of the Corporations Shares on the basis of three (3) old shares for one (1) new share). The Acquisition Agreement also provided for the Corporations change of name to Kiska Metals Corporation, and is incorporated herein by reference to the Corporations Form 6-K furnished to the Commission on EDGAR effective June 19, 2009.  On June 12, 2009, the Corporation and Kennecott entered into the first amendment to the Standardization Agreement (the Amended Standardization Agreement). Kennecott and the Corporation decided to amend certain provisions of the Standardization Agreement with respect to the back-in rights of Kennecott on the Whistler Project due to its geographic size. The amendments dealt with, among other things, the formation of a technical committee, the design of the exploration program, the responsibilities for the costs of the exploration program and the delivery of the exploration results, in addition to Kennecotts rights to exercise the back-in-rights with respect to the Whistler Project.  The Amended Standardization Agreement requires Kennecott to make a decision on whether or not to exercise its rights upon completion of an exploration program consisting of 341 line kilometres of induced polarization geophysics and drilling of at least 20 holes with a minimum depth of 200 metres per hole for at least 7,000 meters of drilling in aggregate. The work program is to be supervised by a technical committee comprised of two geoscientists from each of Kiska and Kennecott. Upon completion of the program and presentation of a report, Kennecott must elect to either:  (A) within 90 days, (i) relinquish its back-in right and revert to a 2% NSR; or (ii) exercise its back-in right on the project to earn an initial 51% interest by refunding two times the Corporations total qualifying exploration expenditures; or  (B) within 30 days agree to conduct a supplemental drill program at Kennecotts own cost. The supplemental drill program can take up to 180 days to complete, but within 30 days of the receipt of the final assay results from the program, Kennecott must then make a final decision on whether to exercise or relinquish its back-in rights, as described above. If Kennecott elects to back-in after the supplemental program, Kennecott can offset the costs of the supplemental program to a maximum of 6% of two times Geoinformatics total exploration costs. The Amended Standardization Agreement is incorporated herein by reference to Exhibit 4.34 of the Corporations transition report on Form 20-F filed with the Commission on EDGAR effective April 23, 2010.  The Corporation entered into a management agreement effective January 1, 2009 with Equity Exploration Consultants Ltd. (Equity) to provide the services of David A. Caulfield as Director, Business Development for the Corporation. The agreement was revised effective January 1, 2010 to increase the payment to $13,333 per month and on January 1, 2011 to increase the payment to $14,666 per month. The agreement is for a term of one year with provision for a one year extension at the Corporations option, and may be terminated by the Corporation on six months notice. Equity is not at arms length to the Corporation as one of the principals of Equity is David A. Caulfield who is a director of the Corporation. This Management Agreement is incorporated herein by reference to Exhibit 4.30 of this annual report on Form 20-F.   -95-  On March 23, 2011, the Corporation and Computershare Trust Company of Canada, as warrant agent, entered into a warrant indenture (the "Indenture") in connection with an equity financing of the Corporation.  Pursuant to the Indenture, the Corporation authorized the issuance of 7,532,500 share purchase warrants, with each share purchase warrant being exercisable into one common share of the Corporation at an exercise price of CDN$1.60, subject to adjustment as provided in the Indenture, until March 23, 2013. The Indenture is filed as Exhibit 4.35 of this annual report on Form 20-F.  The Corporations ordinary course of business involves contracts to acquire or dispose of mineral property interests. Each of these contracts is detailed in the description of the mineral property interests presented in Item 4 under the subheading Property, Plants and Equipment.  EXCHANGE CONTROLS  There are no government laws, decrees or regulations in Canada relating to restrictions on the import/export of capital, or affecting the remittance of interest, dividends or other payments to non-residential holders of the Corporations shares. Any such remittances to United States residents, however, may be subject to a 15% tax pursuant to Article X of the reciprocal tax treaty between Canada and the United States. The applicable rate is dependent on the type of entity receiving the dividends. See this Item 10, Taxation subheading, below.  The Investment Canada Act (the Act), which became effective on June 30, 1985, requires a non-Canadian making an investment to acquire control, directly or indirectly, of a Canadian business, to file a notification or an application for review with Investment Canada. An application for review must be filed if the investor is not a citizen or resident of a World Trade Organization member country and the investment is over $50,000,000.00 or, if the investor is a citizen or resident of a World Trade Organization member country and the investment is over $179,000,000.00. For all acquisitions of a Canadian business which does not meet the threshold criteria for filing an application for review, the Act requires the investor to file a notification.  The provisions of the Act are complex, and the above is a limited summary of the main provision of the Act. Any non-Canadian citizen contemplating an investment to acquire control of the Corporation is encouraged to consult professional advisors as to whether and how the Act might apply.  For the purposes of the Act, direct acquisition of control means a purchase of the voting interests of a corporation, partnership, joint venture or trust carrying on a Canadian business, or any purchase of all or substantially all of the assets used in carrying on a Canadian business. An indirect acquisition of control means a purchase of the voting interest of a corporation, partnership, joint venture or trust, whether a Canadian or foreign entity, which controls a corporation, partnership, joint venture or trust company carrying on a Canadian business in Canada.  Except as provided in the Act, there are no limitations under the laws of Canada, the Yukon Territory or in the charter or any other constituent documents of the Corporation on the right of foreigners to hold and/or vote the shares of the Corporation.  As a result of the Canada - U.S. Free Trade Agreement, the Act was amended in January, 1989 to provide distinct threshold levels for Americans who acquire control of a Canadian business.   -96-  A Canadian business is defined in the Act as a business carried on in Canada that has a place of business in Canada, an individual or individuals in Canada who are employed or self-employed in connection with the business, and assets in Canada used in carrying on the business.  An American, as defined in the Act, includes: an individual who is an American national or a lawful permanent resident of the United States; a government or government agency of the United States; an American-controlled entity, corporation or limited partnership; and a corporation, limited partnership or trust which is not controlled in fact through ownership of its voting interests in which two-thirds of its board of directors, general partners or trustees, as the case may be, are any combination of Canadians and Americans.  The following investments by a non-Canadian are subject to review by Investment Canada:  · all direct acquisitions of control of Canadian businesses with assets of $5 million or more;  · all indirect acquisitions of control of Canadian businesses with assets of $50 million or more, if such assets represent less than 50% of the value of the assets of the entities, the control of which is being acquired; and  · all indirect acquisitions of control of Canadian businesses with assets of $5 million or more, if such assets represent more than 50% of the value of the assets of the entities, the control of which is being acquired.  Review by Investment Canada is required when investments by Americans exceed $150 million for direct acquisitions of control.  The acquisition of certain Canadian businesses is excluded from the higher threshold set out for Americans. These excluded businesses include oil, gas, uranium, financial services (except insurance); transportation services and cultural services (i.e.: the publication, distribution or sale of books, magazines, periodicals [other than printing or typesetting businesses], music in print or machine readable form, radio, television, cable and satellite services; the publications, distributions, sale and exhibitions of film or video recordings or audio or video music recordings). Direct or indirect acquisitions of control of these excluded businesses are reviewable at the $5 million and $50 million thresholds.  A non-Canadian will not implement an investment reviewable under the Act unless the investment has been reviewed and the Minister responsible for Investment Canada is satisfied or is deemed to be satisfied that the investment is likely to be of net benefit to Canada. The factors to be taken into account include:  1. the effect of the investment on the legal and economic activities in Canada, including the effect on employment and resource processing, on the utilization of particular components and services produced in Canada, and on exports from Canada;  2. the degree and significance of participation by Canadians in the Canadian business;  3. the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada;   -97-   4. the effect of the investment on competition within an industry or industries in Canada and will such industry or industries be significantly affected by the investment; and  5. the compatibility of the investment with national industrial economic or cultural policies enunciated by the federal government or legislation of the legislature or government of any Province.  If the Minister is not satisfied that the investment is likely to be a net benefit to Canada, the non-Canadian will not implement the investment or, if the investment has been implemented, will divest itself of control of the business that is the subject of the investment.  A non-Canadian or American making the following investments: (i) an investment to establish a new Canadian business; or, (ii) an investment to acquire control of a Canadian business which investment is not subject to review under the Act; must notify Investment Canada, within prescribed time limits, of such investments.  TAXATION  Canadian Federal Income Tax Consequences  The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of common shares of the Corporation for a shareholder of the Corporation who is not resident in Canada and who is resident in the United States. It is based on the current provisions of the Income Tax Act (Canada) (the Tax Act) and the regulations thereunder. The provisions of the Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980) (the Tax Treaty). This discussion is general only and is not a substitute for independent advice from a shareholders own tax advisor. Management of the Corporation considers that the following discussion fairly describes the principal and material Canadian federal income tax consequences applicable to shareholders of the Corporation who are residents of the United States and are not residents of Canada and do not hold, and are deemed not to hold, shares of the Corporation in connection with carrying on a business in Canada (a non-resident).  Generally, dividends paid by Canadian corporations to non-resident shareholders are subject to a withholding tax of 25% of the gross amount of such dividends. However, Article X of the Tax Treaty between Canada and the United States reduces the withholding tax on the gross amount of dividends paid to residents of the United States to 15%. When a U.S. corporation owns at least 10% of the voting stock of the Canadian corporation paying the dividends, the withholding tax rate on the gross amount of dividends is reduced to 5%.  A non-resident who holds shares of the Corporation as capital property will not be subject to tax on capital gains realized on the disposition of such shares unless such shares are taxable Canadian Property within the meaning of the Tax Act, and no relief is afforded under any applicable tax treaty.  The shares of the Corporation will be taxable Canadian property of a non-resident if at any time during the five year period immediately preceding a disposition by the non-resident of such shares not less than 25% of the issued shares of any class of the Corporation are owned by or considered to be owned by (a) the non-resident, (b) persons with whom the non-resident does not deal at arms length, or (c) the non-resident together with all such persons with whom the non-resident does not deal at arms length.  Material United States Federal Income Tax Consequences  -98-   The following is a general discussion of the material United States Federal income tax law for U.S. holders that hold such common shares as a capital asset, as defined under United States Federal income tax law and is limited to discussion of U.S. Holders that own less than 10% of the common stock. 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, U.S. federal estate or gift, U.S. federal alternative minimum or foreign tax consequences. No ruling from the Internal Revenue Service ("IRS") has been requested, or will be obtained, regarding the United States ("US") federal income tax consequences to US persons ownership or disposition of shares.  This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary. See "Item 10 Additional Information - Canadian Federal Income Tax Consequences" and "Material United States Federal Income Tax Consequences".  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. The following discussion is for general information only and it 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 Corporation and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. The following discussion was not written and is not intended to be used, and cannot be used, by any person for the avoidance of any penalties with respect to taxes that may be imposed on such person. Accordingly, holders and prospective holders of common shares of the Corporation are encouraged to consult their own tax advisors about the Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Corporation.  U.S. Holders  As used herein, a "U.S. Holder" is a holder of common shares of the Corporation 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 the United States, including only the States and District of Columbia, or under the law of the United States or any State or Territory 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 Corporation  U.S. Holders, who do not fall under any of the provisions contained within the "Other Consideration for  -99-  U.S. Holders" section, and receiving dividend distributions (including constructive dividends) with respect to common shares of the Corporation 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 Corporation has current or accumulated earnings and profits, without reduction for any Canadian or other foreign income tax withheld from such distributions. Such Canadian or other foreign 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 Corporation, 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 Corporation will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from a qualified 10-percent owned foreign corporation (other than 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 such corporation. 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 does not fall under any of the provisions contained within the "Other Consideration for U.S. Holders" section, and who pays (or has withheld from distributions) Canadian or other foreign income tax with respect to the ownership of common shares of the Corporation 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. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid 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 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 Corporation are encouraged to consult their own tax advisors regarding their individual circumstances.  Disposition of common shares of the Corporation  A U.S. Holder, who does not fall under any of the provisions contained within the "Other Consideration for U.S. Holders" section, and will recognize gain or loss upon the sale of common shares of the Corporation equal to the difference, if any, between the amount of cash plus the fair market value of any property received, and the Holder's adjusted tax basis in the common shares of the Corporation. This gain  -100-  or loss will be a capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder unless the Corporation were to become a controlled foreign corporation. For the effect on the Corporation of becoming a controlled foreign 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 non-corporate U.S. Holders, 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 corporate U.S. Holders (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 or the losses expire at the end of the stipulated five-year period.  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 Corporation:  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 three alternative tax methods at the election of each such U.S. Holder.  Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes but is not limited to 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. The Corporation believes that it is presently a PFIC.  As a PFIC, each U. S. Holders income or gain, with respect to a disposition or deemed disposition of the Corporations shares or a distribution payable on such shares will generally be subject to tax at the highest marginal rates applicable to ordinary income and certain interest charges as discussed below, unless the U.S. Holder has timely made a qualified electing fund election or a mark-to-market election for those shares.  Under one method, a U.S. Holder who elects in a timely manner to treat the Corporation as a Qualified Electing Fund ("QEF"), as defined in the Code, (an "Electing U.S. Holder") will be required to currently include in his income for any taxable year in which the Corporation qualifies as a PFIC his pro-rata share of the Corporation'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 Corporations taxable year ends, regardless of whether such amounts are actually distributed. A QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his common shares (or deemed to be realized on the pledge of his common shares) as  -101-  capital gain; (ii) treat his share of the Corporation'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 Corporation's annual realized net capital gain and ordinary earnings which will then be subject, however, to an interest charge.  -102-  The procedure a U.S. Holder must comply with in making a 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 Corporation 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 Corporation qualified as a PFIC in a prior year during the U.S. Holders holding period, then the U.S. Holder may make a retroactive QEF election, provided he has preserved his right to do so under the protective statement regime or he obtains IRS permission.  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" by the Corporation. An excess distribution is a current year distribution received by the U.S. Holder on PFIC stock to the extent that the distribution exceeds its ratable portion of 125% of the average amount received by the U.S. Holder during the preceding three years.  A Non-electing U.S. Holder generally 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 Corporation 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 marginal 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 non-corporate U.S. Holder must treat this interest charge as "personal interest" which 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 Corporation is a PFIC for any taxable year during which a Non-electing U.S. Holder holds common shares, then the Corporation 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. If the Corporation no longer qualifies as a PFIC in a subsequent year, then normal Code rules and not the PFIC rules will apply with respect to a U.S. Holder who has made a Pedigreed QEF election.  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 Corporation is a PFIC and the U.S. Holder holds shares of the Corporation) (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 are encouraged to consult their tax advisors regarding the specific consequences of making or not making a QEF Election.   -103-  Mark-to-Market Election for PFIC Stock  A U.S. Holder of a PFIC may make a mark-to-market election with respect to the stock of the PFIC if such stock is marketable as defined below. This provision is designed to provide a current inclusion provision for persons that are Non-Electing Holders. Under the election, any excess of the fair market value of the PFIC stock at the close of the tax year over the Holder's adjusted basis in the stock is included in the Holder's income. The Holder may deduct any excess of the adjusted basis of the PFIC stock over its fair market value at the close of the tax year. However, deductions are limited to the net mark-to-market gains on the stock that the Holder included in income in prior tax years, or so called "unreversed inclusions."  For purposes of the election, PFIC stock is marketable if it is regularly traded on (1) a national securities exchange that is registered with the Securities and Exchange Commission (SEC), (2) the national market system established under Section 11A of the Securities Exchange Act of 1934, or (3) an exchange or market that the IRS determines has rules sufficient to ensure that the market price represents legitimate and sound fair market value.  A Holder's adjusted basis of PFIC stock is increased by the income recognized under the mark-to-market election and decreased by the deductions allowed under the election. If a U.S. Holder owns PFIC stock indirectly through a foreign entity, the basis adjustments apply to the basis of the PFIC stock in the hands of the foreign entity for the purpose of applying the PFIC rules to the tax treatment of the U.S. owner. Similar basis adjustments are made to the basis of the property through which the U.S. persons hold the PFIC stock.  Income recognized under the mark-to-market election and gain on the sale of PFIC stock with respect to which an election is made is treated as ordinary income. Deductions allowed under the election and loss on the sale of PFIC with respect to which an election is made, to the extent that the amount of loss does not exceed the net mark-to-market gains previously included, are treated as ordinary losses. The U.S. or foreign source of any income or losses is determined as if the amount were a gain or loss from the sale of stock in the PFIC.  If PFIC stock is owned by a controlled foreign corporation (CFC), the CFC is treated as a U.S. person that may make the mark-to-market election. Amounts includable in the CFC's income under the election are treated as foreign personal holding company income, and deductions are allocable to foreign personal holding company income. A CFC is a foreign corporation in which more than 50% of the voting power of all classes of stock or the total value of the stock is owned, directly or indirectly, by U.S. Holders, each of whom own 10% or more of the total combined voting power.  The rules of Code Section 1291 applicable to nonqualified funds generally do not apply to a U.S. Holder for tax years for which a mark-to-market election is in effect. If Code Section 1291 is applied and a mark-to-market election was in effect for any prior tax year, the U.S. Holder's holding period for the PFIC stock is treated as beginning immediately after the last tax year of the election. However, if a taxpayer makes a mark-to-market election for PFIC stock that is a nonqualified fund after the beginning of a taxpayer's holding period for such stock, a coordination rule applies to ensure that the taxpayer does not avoid the interest charge with respect to amounts attributable to periods before the election.   -104-  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. Therefore 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 have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. Holders of the Corporation are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in the Corporation.  Controlled Foreign Company Status  If more than 50% of the voting power of all classes of stock or the total value of the stock of the Corporation 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 Corporation, the Corporation 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 Corporation and the Corporation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 Corporation by such a 10% U.S. Holder of Corporation 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 Corporation attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because the Corporation may never be a CFC, a more detailed review of these rules is beyond of the scope of this discussion.  Elimination of Overlap between Subpart F Rules and PFIC Provisions  A PFIC that is also a CFC will not be treated as a PFIC with respect to certain 10% U.S. Holders. For the exception to apply, (i) the corporation must be a CFC within the meaning of section 957(a) of the Code and (ii) the U.S. Holder must be subject to the current inclusion rules of Subpart F with respect to such corporation (i.e., the U.S. Holder is a United States Shareholder, see Controlled Foreign Corporation, above). The exception only applies to that portion of a U.S. Holders holding period beginning after December 31, 1997. For that portion of a United States Holder before January 1, 1998, the ordinary PFIC and QEF rules continue to apply.  As a result of this provision, if the Corporation were ever to become a CFC, U.S. Holders who are currently taxed on their pro rata shares of Subpart F income of a PFIC which is also a CFC will not be subject to the PFIC provisions with respect to the same stock if they have previously made a Pedigreed QEF Election. The PFIC provisions will however continue to apply to PFIC/CFC U.S. Holders for any periods in which they are not subject to Subpart F and to U.S. Holders that did not make a Pedigreed QEF Election unless the U.S. Holder elects to recognize gain on the PFIC shares held in the Corporation as if those shares had been sold.  DOCUMENTS ON DISPLAY  All documents concerning the Corporation referred to in this annual report on Form 20-F may be inspected at the Corporations offices, 575  510 Burrard Street, Vancouver, British Columbia, during normal business hours.  -105-  SUBSIDIARY INFORMATION  Not applicable  ITEM 11   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK  The Corporation does not hold any long-term debt, has not entered into any hedging transactions nor has it issued any market risk sensitive counterparty instruments. Furthermore, the Corporation does not hold any derivative instruments, nor does it hold any contracts or agreements containing embedded derivative instruments.  The Corporations financial instruments can be categorized into three main groups:  a) term deposits and Canadian cash which are subject to interest rate risk, b) foreign currency cash accounts which are subject to foreign exchange risk, and c) marketable securities which are subject to equity price risk.  Interest rate risk  Term deposits and Canadian cash (category a) represents approximately $6,297,716 of the Corporations total assets of $9,243,813 (or 68% of the total assets). However, the term deposits and have fixed interest rates for the near-term. Therefore the cash flows are known and measurable and do not represent a material risk to the Corporation. All term deposits are cashable at the Corporations option without loss of interest. The short term to maturity and the Corporations intent to hold these instruments to maturity indicates that interest rate risk will not affect the reported fair values of these financial instruments.  During the fiscal year ended December 31, 2010, interest rates on the Corporations deposits were 1%, based on the principal invested and the term of the investment. During the same period, Canadian T-Bill rates ranged from 0.12% to 0.95% with an average rate of 0.45%.  If interest rates declined or increased as shown below, the Corporations total receipts, consisting of revenue from mineral property operations, gain on marketable securities, gain on sale of assets and interest income, would be affected as follows, based on the fiscal year-end balances:  Effect on total receiptsIncrease/decrease in interest rate20102009-1.50%$(94,466)(2.3%)$(16,075)(6.9%)-1.00%(62,977)(1.5%)(10,717)(4.6%)-0.50%(31,489)(0.8%)(5,358)(2.3%)+0.50%31,4890.8%5,3582.3%+1.00%62,9771.5%10,7174.6%+1.50%94,4662.3%16,0756.9%   -106-  The foregoing analysis was prepared using year-end balances and average year-end interest rates which do not represent average interest rates for the fiscal year ended December 31, 2010. The increase or decrease in interest income based on changes in interest rates, for the year-end balances, was compared to total receipts for the fiscal year ended December 31, 2010. Actual financial results for the coming fiscal year will vary since the balances of accounts are expected to decline as funds are withdrawn for Corporation expenses.  The difference between the forecast figures for the fiscal year ended December 31, 2010 compared to the same figures for the fiscal year ended December 31, 2009 relates to the increased cash balances which are subject to interest rate risk. Total receipts had increased due to sales of marketable securities and disposition of the Companys non-core assets, resulting in a lower effect as a proportion of total receipts.   Foreign currency exchange risk  Foreign currency cash deposits (category b) represent approximately $666,751 of the Corporations total assets (7.2% of total assets). The Corporation has limited exposure to foreign exchange risk, restricted to payment of current trade accounts payable in US Dollars, Australian Dollars where most of the Corporations cash assets are denominated in Canadian Dollars. The Corporation maintains bank accounts in US and Australian Dollars from payments received in US or Australian Dollars to pay these trade accounts.  During the fiscal year ended December 31, 2010, U.S. Dollar exchange rates varied by up to 3.4% below the average exchange rate and up to 4.7% above the average exchange rate. During the same period, Australian dollar exchange rates ranged from a low of 8.8% below the average exchange rate to a high of 7.5% above the average exchange rate. The U.S. Dollar exchange rate for December 31, 2010 was 3.4% below the average exchange rate for the year while the Australian dollar exchange rate for December 31, 2010 was 7.5% above the average exchange rate for the year. If exchange rates fluctuated within a range of 15% above or below the year end closing rates as published by the Bank of Canada, the effect on the Corporations total assets would be less than 3%.   Effect on total assetsIncrease/decrease in 
foreign exchange rates20102009-15%$(177,945)(1.9%)$(64,498)(2.2%)-10%(118,630)(1.3%)(42,999)(1.4%)-5%(59,315)(0.6%)(21,499)(0.7%)+5%59,3150.6%21,4990.7%+10%118,6301.3%42,9991.4%+15%177,9451.9%94,4982.2%  -107-  The foregoing analysis was prepared using foreign exchange rates in effect as of the balance sheet date, December 31, 2010 (1 USD = C$0.9946, 1 AUD = C$1.018). A standard escalation factor was applied to the exchange rates to illustrate the effect on total assets reported on the balance sheet of a variation in foreign exchange rates between 15% below and 15% above the rate in effect. The Corporations financial instruments are converted to Canadian dollars from U.S. Dollars or Australian Dollars at the closing rate for the balance sheet date as reported on the Bank of Canada website.  The difference between the forecast figures for the fiscal year ended December 31, 2010 compared to the same figures for the fiscal year ended December 31, 2009 relates to the reduction in foreign cash balances which are subject to foreign exchange rate risk. The 2010 Alaskan and Australian exploration programs were largely completed at year end, resulting in a lower requirement for foreign currency.  Equity price risk  Marketable securities (category c) represent approximately $1,749,450 of the Corporations total assets of $9,243,813 (or 18.9% of the total assets). At the end of each reporting period, the fair values of securities which are traded on a recognized exchange are reported at the bid price on the balance sheet date or the last date on which the shares traded, reduced by an appropriate discount where there are trading restrictions. The resulting unrealized gains or losses are included in the determination of comprehensive income. When gains or losses are realized, the amount is transferred from Other Comprehensive Income to the Statement of Operations.  Most of the marketable securities are junior mineral exploration companies whose shares are relatively volatile. Accordingly the reported value of the Corporations portfolio is subject to variation depending on market conditions. Each company has unique characteristics which determine the value of the shares. These characteristics include the knowledge and experience of management, commodity focus, exploration projects and results and the companys specific financial situation. As a group, share prices will react to global economic changes and variation in commodity prices. Individual share prices are generally more volatile than the value of the portfolio as a whole.  Since most of the marketable securities trade on the TSX Venture Exchange, the S&P/TSX Venture Composite Index (the Venture Index) is a reasonable proxy for detailed analysis of individual stock performance. During the fiscal year ended December 31, 2010, the Venture Index rose 49% with the closing value 39% higher than the average Venture Index value. The minimum Venture Index value was 18% lower than the average Venture Index value, while the highest Venture Index value was 39% higher than the average Venture Index value. Most of the increase in the portfolio of marketable securities held by the Corporation (from $370,417 in 2009) was the result of the receipt of securities as consideration for the disposition by the Corporation of the Mexican assets, as well as the receipt of securities as consideration from option agreements (mostly on the Corporations BC and Yukon properties) negotiated during the year. The rest of the increase can be attributed to the global equity market recovery. The remaining portfolio is expected to perform in a manner similar to the Venture Index. Gains or losses of 15% would be expected to make a difference of less than 3% in the value of the Corporations total assets.  -108-   Effect on total assetsIncrease/decrease in 
Venture Index20102009-15%$(262,418)(2.8%)$(55,262)(0.7%)-10%(174,945)(1.9%)(37,042)(0.5%)-5%(87,473)(0.9%)(18,521)(0.2%)+5%87,4730.9%18,5210.2%+10%174,9451.9%37,0420.5%+15%262,4182.8%55,2620.7%  The foregoing analysis was prepared using historical data for the Venture Index as reported by Stockwatch Canada. The fair market value of the portfolio of marketable securities at the end of the fiscal year was adjusted by standard escalation factors to illustrate the effect on total assets of a variation in the Venture Index between 15% above or below the value as of December 31, 2010.  The difference between the forecast figures for the fiscal year ended December 31, 2010 compared to the same figures for the fiscal year ended December 31, 2009 relate to the increase in the Corporations portfolio of marketable securities. During the fiscal year ended December 31, 2010, the Corporation sold some marketable securities and acquired a substantial portfolio of other marketable securities which increased the overall market value of the portfolio which is subject to equity price risk.  Commodity price risk  The future revenue and profitability of the Corporation will be dependent, to a significant extent, upon prevailing spot market prices for metals. Metal prices are subject to wide fluctuations in response to changes in supply of and demand for metals, market uncertainty and a variety of additional factors that are beyond the control of the Corporation. The Corporations mineral properties are in the exploration phase with no proven or probable mineral resources or reserves. Accordingly the Corporation is not generating any operating revenues and is therefore not subject to any short term volatility in the prices of metals. As the Corporation is in the exploration phase, the above factors have had no material impact on operations or income. No futures or forward contracts have been entered into by the Corporation.  ITEM 12   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES  The Corporation does not need to provide the information called for by this Item because it has not registered securities represented by American Depositary Receipts in a sponsored facility.     -109-  PART II  ITEM 13   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES  Not Applicable  ITEM 14   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS  Not Applicable.  ITEM 15   CONTROLS AND PROCEDURES a) Disclosure controls and procedures  The Chief Executive Officer and Chief Financial Officer of the Corporation have instituted a system of disclosure controls for the Corporation to ensure proper and complete disclosure of material information. The limited number of employees within the Corporation facilitates access to real time information about developments in the business for the person responsible for drafting disclosure documents. All documents are circulated to responsible members of management and the Board of Directors according to the disclosure time-lines contained within the Corporations disclosure policy.   After evaluating the effectiveness of the Corporations disclosure controls and procedures as required by paragraph (b) of Exchange Act Rule 13a-15 or 15d-15, the Chief Executive Officer and Chief Financial Officer of the Corporation have concluded that, as of the end of the period covered by this annual report on Form 20-F, the Corporations disclosure controls and procedures were effective to ensure that material information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, and accumulated and communicated to the Corporations management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.   b) Managements annual report on internal control over financial reporting  Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Corporation. The Corporations system of internal controls is designed 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 (GAAP) in Canada. The rapid and continuing change in standards for financial reporting may result in deficiencies in disclosure, particularly with respect to the differences between U.S. GAAP and Canadian GAAP.  Management recognizes that effective internal control over financial reporting may nonetheless not prevent or detect all possible misstatements or frauds. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.   -110-  As part of its evaluation of the effectiveness of its internal control over financial reporting as required by paragraph (c) of Exchange Act Rule 13a-15 or 15d-15, the Corporation utilized the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control  Integrated Framework. Parts of this framework were not appropriate for use by the Corporation as they referred to positions and/or job functions which do not exist in a smaller organization. The Corporation integrated aspects of the second document produced by COSO, Internal Control over Financial Reporting  Guidance for Smaller Public Companies into the initial review. The Corporation annually reviews the final document to ensure that controls are still functioning as described and serving the purposes for which they were designed.  Management has assessed the effectiveness of the Corporations internal control over financial reporting as of the end of the Corporations fiscal year ended December 31, 2010. Based on this evaluation, Management concluded that the Corporations internal control over financial reporting is effective as of the end of the Corporations fiscal year ended December 31, 2010.  c) Attestation report of the registered public accounting firm  Not applicable, because the Corporation has determined that it is not an accelerated filer or a large accelerated filer as those terms are defined in Exchange Act Rule 12b-2.  d) Changes in internal control over financial reporting  There has been no change in the Corporations internal control over financial reporting that occurred during the period covered by this annual report on Form 20-F, that has materially affected or is reasonably likely to materially affect, the Corporations internal control over financial reporting.  ITEM 16A   AUDIT COMMITTEE FINANCIAL EXPERT The Corporations Board of Directors has determined that Bipin Ghelani fulfills the role of financial expert on the Corporations Audit Committee. Mr. Ghelani is an "independent director" of the Corporation, as that term is defined by Section 803A of the NYSE AMEX Company Guide, in accordance with Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Mr. Ghelani is a Chartered Accountant with over 30 years of experience in financial, accounting and taxation matters. Mr. Ghelani manages his own accounting firm and has held senior positions with several international accounting firms including Deloitte & Touche and PricewaterhouseCoopers.   -111-  ITEM 16B   CODE OF ETHICS The Corporation has adopted separate codes of ethics that apply to the Chief Executive Officer, Chief Financial Officer and members of the Board of Directors. All employees are expected to abide by the principle that standards of personal behavior should at all times reflect credit on the Corporation and the mining/exploration industry in general. No amendments or waivers to these policies have been made since their adoption.  The Corporation will provide copies of these codes of ethics to any person without charge, upon written request to the secretary of the Corporation at its address at 20th Floor, 250 Howe Street, Vancouver, British Columbia Canada V6C 3R8.  ITEM 16C   PRINCIPAL ACCOUNTANT FEES AND SERVICES


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|------------------------ | ----------------------------------- | ------------------------------------
|                         | Fiscal Year ended
December 31, 2010 | Fiscal Year ended 
December 31, 2009
|Audit Fees               | 120,000                             | $   89,000                          
|Audit-Related Fees       | 22,000                              | 60,728                              
|Tax services - Canadian  | 25,000                              | -                                   
|Tax services - US        | -                                   | -                                   
|Tax services - Australia | -                                   | -                                   
|All Other Fees           | -                                   | 240                                 
|Total fees billed        | 167,000                             | $  149,968                          

The Corporations auditors are Hay & Watson, Chartered Accountants. Full-time, permanent employees of the auditor perform all services. The nature of the services provided by Hay & Watson under each of the categories indicated in the table is described below. During 2009, three auditors were involved with the Corporation with respect to different years of audited financial reports. The fees listed under the year ended December 31, 2009 include review and/or audit fees paid to each of these auditors.  Audit Fees  Audit fees were for professional services rendered by Hay & Watson for the audit of the Corporations annual financial statements and services provided in connection with statutory and regulatory filings or engagements.  Audit-Related Fees  Audit-related fees were for assurance and related services reasonably related to the performance of the audit or review of the annual statements that are not reported under Audit Fees above. This included review of financial statements by an independent consultant as required by generally accepted auditing standards and amendment of filings and responses to comments made by the Securities and Exchange Commission in connection with the Corporations Annual Report on Form 20-F. Registration fees for Canadian Public Accountability Board and Public Company Accounting Oversight Board are included in this category. During 2009, this also included review of the Corporations interim financial statements in connection with the preparation of the information circular for the Special Annual General Meeting.   -112-  Tax Fees  Tax fees were for tax compliance including the review of tax returns, and tax planning and advisory services relating to common forms of domestic and international taxation (i.e. income tax, capital tax, goods and services tax, payroll tax and value added tax).  All Other Fees  Fees disclosed in the table above under the item All Other Fees were incurred for services other than the audit fees, audit-related fees and tax fees described above. These services consisted of assistance in the documentation of processes and controls and disbursements made by the auditor on behalf of the Corporation.  Pre-Approval Policies and Procedures  It is within the mandate of the Corporations Audit Committee to approve all audit and non-audit related fees. The Audit Committee has pre-approved specifically identified non-audit related services, including tax compliance and review of tax returns as submitted to the Audit Committee from time to time. The auditors also present the estimate for the annual audit-related services to the Audit Committee for approval prior to undertaking the annual audit of the financial statements.  ITEM 16D   EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not applicable  ITEM 16E   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Not applicable    ITEM 16F   CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT McGovern, Hurley, Cunningham, LLP Chartered Accountants (MHC) resigned as the Corporations principal accountant on October 20, 2009. The Audit Committee and the Board of Directors of the Corporation considered and approved the decision to change accountants.  The Corporation engaged Hay & Watson Chartered Accountants (H&W) as its principal accountant to audit its financial statements effective October 15, 2009. H&W remains the Corporations principal accountant.  The reports of H&W on the Corporations consolidated financial statements for the fiscal years ended December 31, 2010 and December 31, 2009 did not contain an adverse opinion or a disclaimer of opinion.  During the Corporations two most recent fiscal years and any subsequent interim period preceding such resignation, there were no disagreements with MHC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of MHC would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.  -113-   During the Corporations two most recent fiscal years and any subsequent interim period prior to engaging H&W, the Corporation did not consult H&W regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Corporations financial statements, or (ii) any matter that was either the subject of a disagreement or a reportable event as described in Item 16F(a)(1)(v) of Form 20-F.  The Corporation has provided MHC with a copy of its disclosures under Item 16F of this annual report on Form 20-F. The Corporation has requested that MHC furnish the Corporation with a letter addressed to the Commission stating whether it agrees with the statements made by the Corporation in response to this Item 16F(a) and if not, stating the respects in which it does not agree. The Corporation has filed the letter from McGovern, Hurley, Cunningham, LLP as Exhibit 15.1 to this annual report on Form 20-F.  ITEM 16G   CORPORATE GOVERNANCE Not applicable  PART III        ITEM 17   FINANCIAL STATEMENTS  The following financial statements are attached and incorporated herein:


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|Description of Statements

Consolidated Balance Sheets for the fiscal years ended December 31, 2010 and 2009
Consolidated Statements of Operations, Consolidated Statements of Cash Flows,
Consolidated Statements of Comprehensive Loss,
Consolidated Statements of Shareholders Equity, and
Consolidated Statements of Mineral Property Expenditures
all for the fiscal years ended December 31, 2010, 2009, and 2008
Notes to Consolidated Financial Statements
Management Discussion and Analysis for the year ended December 31, 2010
Schedule II  Valuation Allowance | 

ITEM 18   FINANCIAL STATEMENTS  See Item 17      -114-  ITEM 19   EXHIBITS


|               |                                                                                                                                                 |          | 
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------- | -------- | 
|Exhibit Number | Description                                                                                                                                     | Footnote
|1.1            | Amended Articles of Incorporation effective August 5, 2009                                                                                      | (2)     
|3.1            | Voting Agreements between Geoinformatics shareholders, Geoinformatics Exploration Inc. and Rimfire Minerals Corporation effective June 11, 2009 | (3)     
|4.30           | Management Contract between Equity Exploration Consultants Ltd. and Kiska Metals Corporation effective January 1, 2011                          | (1)     
|4.31           | Line of Credit Agreement between Geologic Resource Partners LLP and Geoinformatics Exploration Inc. effective March 9, 2009.                    | (2)     
|4.32           | Partial Termination Agreement and First Amendment Thereto between
Kennecott Exploration Company and the Corporation effective May 15, 2009      | (2)     
|4.33           | Acquisition Agreement between Geoinformatics Exploration Inc. and Rimfire Minerals Corporation effective June 11, 2009                          | (4)     
|4.34           | Amended Standardization Agreement between Geoinformatics Exploration Inc.
And Kennecott Exploration Company effective June 12, 2009             | (2)     
|4.35           | Warrant Indenture between the Corporation and Computershare Trust Company of Canada effective March 23, 2011                                    | (1)     
|8.1            | List of Subsidiary Companies of Kiska Metals Corporation                                                                                        | (2)     
|12.1           | Sarbanes-Oxley Section 302 Certification by Chief Executive Officer                                                                             | (1)     
|12.2           | Sarbanes-Oxley Section 302 Certification by Chief Financial Officer                                                                             | (1)     
|13.1           | Sarbanes-Oxley Section 906 Certification by Chief Executive Officer                                                                             | (1)     
|13.2           | Sarbanes-Oxley Section 906 Certification by Chief Financial Officer                                                                             | (1)     
|15.1           | Letter/Consent from former principal accountant McGovern, Hurley, Cunningham, LLP                                                               | (1)     
|               |                                                                                                                                                 |         

(1) Filed as exhibits to this annual report on Form 20-F for the fiscal year ended December 31, 2010.  (2) Incorporated herein by reference to the Corporations transition report on Form 20-F for the fiscal year ended December 31, 2009 as filed on April 23, 2010.  (3) Incorporated herein by reference to the Corporations Form 6-K furnished to EDGAR effective June 22, 2009.  (4) Incorporated herein by reference to the Corporations Form 6-K furnished to EDGAR effective June 19, 2009.    -115-  SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.   KISKA METALS CORPORATION  By:Jason S. WeberJason S. WeberPresident, Chief Executive Officer & Director  Date: May 20, 2011    -116-  KISKA METALS CORPORATION  Schedule II - Valuation Allowance


|                                             |  |                              |                                             |               |           |                       
|-------------------------------------------- |  | ---------------------------- | ------------------------------------------- | ------------- | --------- | ----------------------
|Classification                               |  | Balance at beginning of year | Additions charged to costs and expenses [1] | Deductions[2] | Other[3]  | Balance at end of year
|                                             |  |                              |                                             |               |           |                       
|Valuation Allowance for Deferred Tax Assets: |  |                              |                                            
|Year Ended                                   |  |                              |                                             |               |           |                       
|2010                                         |  | $(17,134,849)                | $(2,171,657)                                | $257,023      | $28,331   | $(19,021,152)         
|2009                                         |  | $(14,304,581)                | $(3,847,795)                                | $1,088,589    | $(71,062) | $(17,134,849)         

[1] The 2009 and 2010 increases in the valuation allowance for deferred tax assets are related to the tax effect of current period losses and deductible temporary differences. [2] The decrease in valuation allowance for deferred tax assets reflects changes in the enacted tax rate applicable to the Corporation. [3] Other changes reflect the tax effect of fair value of marketable securities.     -117-