---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

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

OR

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

For the fiscal year ended June 30, 2003

OR

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

OR

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

Commission file number 0-28296

GOLDBELT RESOURCES LTD. 
(Exact name of registrant as specified in its charter)

Yukon, Canada(Jurisdiction of incorporation or organization)

Sterling Tower, 372 Bay Street, Suite 1201 
Toronto, Ontario, Canada, M5H 2W9(Address of principal executive offices)

Securities registered or to be registered pursuant to Section
12(b) of the Act:

Title of each class
      Name of each exchange on which
      registeredNone
      None


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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.

None(Title of class)

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

4,655,137

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.             
Yes      
No

If this report is an annual or transaction
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.                
Yes            
No

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

Indicate by a check mark which financial statement item the
registrant has elected to follow.      Item 17
      
Item 18

If this report 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).       Yes
     
No

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 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.       Not
Applicable

2

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Table of Contents

|FORWARD-LOOKING STATEMENTS                                        | 5                                                          
|----------------------------------------------------------------- | -----------------------------------------------------------
|GLOSSARY OF TERMS AND DEFINITIONS                                 | 6                                                          
|PART 1                                                            |                                                            
|Item 1. Identity of Directors,
    Senior Management and Advisers | 9                                                          
|Item 2. Offer Statistics and
    Expected Timetable               | 9                                                          
|Item 3. Key Information                                           | 9                                                          
|A.                                                                | Selected financial data                                    
|B.                                                                | Capitalization and Indebtedness                            
|C.                                                                | Reasons for the offer and use of proceeds                  
|D.                                                                | Risk factors                                               
|Item 4. Information on the
    Company                            | 15                                                         
|A.                                                                | History and Development of Goldbelt Resources              
|B.                                                                | Business Overview                                          
|C.                                                                | Organizational Structure                                   
|D.                                                                | Property, Plants and Equipment                             
|Item 4A. Unresolved Staff
    Comments                            | 31                                                         
|Item 5. Operating and Financial
    Review and Prospects          | 32                                                         
|A.                                                                | Operating results                                          
|B.                                                                | Liquidity and capital resources                            
|C.                                                                | Research and development, patents and
    licenses, etc    
|D.                                                                | Trend information                                          
|E.                                                                | Off-balance sheet arrangements                             
|F.                                                                | Tabular disclosure of contractual obligations              
|Item 6. Directors, Senior
    Management and Employees            | 34                                                         
|A.                                                                | Directors and senior management                            
|B.                                                                | Compensation                                               
|C.                                                                | Board practices                                            
|D.                                                                | Employees                                                  
|E.                                                                | Share Ownership                                            
|Item 7. Major Shareholders and
    Related Party Transactions     | 43                                                         
|A.                                                                | Major shareholders                                         
|B.                                                                | Related Party Transactions                                 
|C.                                                                | Interests of experts and counsel                           
|Item 8. Financial Information                                     | 45                                                         
|A.                                                                | Consolidated Statements and Other Financial
    Information
|B.                                                                | Significant Changes                                        
|Item 9. The Offer and Listing                                     | 46                                                         
|A.                                                                | Offer and listing details                                  
|B.                                                                | Plan of distribution                                       
|C.                                                                | Markets                                                    
|D.                                                                | Selling shareholders                                       
|E.                                                                | Dilution                                                   
|F.                                                                | Expenses of the issue                                      
|Item 10. Additional Information                                   | 48                                                         
|A.                                                                | Share capital                                              

3

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|B.                                                                                        | Memorandum and articles of association | 48
|----------------------------------------------------------------------------------------- | -------------------------------------- | --
|C.                                                                                        | Material Contracts                     | 50
|D.                                                                                        | Exchange controls                      | 50
|E.                                                                                        | Taxation                               | 50
|F.                                                                                        | Dividends and paying agents            | 51
|G.                                                                                        | Statement by experts                   | 51
|H.                                                                                        | Documents on display                   | 51
|I.                                                                                        | Subsidiary Information                 | 51
|Item 11. Quantitative and
    Qualitative Disclosures About Market Risk                   | 52                                    
|Item 12. Description of
    Securities Other than Equity Securities                       | 52                                    
|PART 2                                                                                    |                                        | 52
|Item 13. Defaults, Dividend
    Arrearages and Delinquencies                              | 52                                    
|Item 14. Material Modifications
    to the Rights of Security Holders and Use of Proceeds | 52                                    
|Item 15. Controls and Procedures                                                          | 52                                    
|Item 16A. Audit Committee
    Financial Expert                                            | 52                                    
|Item 16B. Code of Ethics                                                                  | 52                                    
|Item 16C. Principal Accountant
    Fees and Services                                      | 53                                    
|Item 16D. Exemptions from the
    Listing Standards for Audit Committees                  | 53                                    
|Item 16E. Purchases of Equity
    Securities by the Issuer and Affiliated Purchasers      | 53                                    
|PART 3                                                                                    |                                        | 53
|Item 17. Financial Statements                                                             | 53                                    
|Item 18. Financial Statements                                                             | 53                                    
|Item 19. Exhibits                                                                         | 53                                    
|A.                                                                                        | Financial Statements                   | 53
|B.                                                                                        | Exhibits                               | 54

4

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FORWARD-LOOKING STATEMENTS

Certain statements in this annual report under Item 4:
Information on the Company and Item 5: Operating and Financial Review and
Prospects and elsewhere in this annual report are "forward-looking statements"
within the meaning of the United States Private Securities Litigation Reform Act
of 1995. These forward-looking statements are not based on historical facts but,
rather, on our current expectations and our projections about future events,
including our current expectations regarding:

- 

These forward-looking statements generally can be identified
by the use of statements that include words such as "believe", "expect",
"anticipate", "intend", "plan", "likely", "will", "predicts", "estimates",
"forecasts" or other similar words or phrases. Similarly, statements that
describe our objectives, plans or goals are or may be forward-looking
statements. These forward-looking statements are subject to risks, uncertainties
and other factors that could cause our actual results to differ materially from
the future results expressed or implied by the forward-looking statements. These
risks and uncertainties are described under "Risk Factors".

Any written or oral forward-looking statements made by us or
on our behalf are subject to these factors. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
annual report on Form 20-F may not occur. Actual results could differ materially
from those expressed in any of our forward-looking statements. Other unknown or
unpredictable factors also could harm our future results. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such forward-looking statements. The forward-looking statements included in
this annual report on Form 20-F are made only as at the date of this annual
report on Form 20-F. We do not intend, and do not assume any obligation, to
update these forward- looking statements, except as required by law.

5

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GLOSSARY OF TERMS AND DEFINITIONS

The following is a glossary of technical terms, which are used
in this registration statement to describe Goldbelt Resources' business.

"Au" means gold

"diamond drill" means a type of rotary drill, the bit
of which is set with diamonds that cut by abrasion rather than percussion. The
hollow-centered cutting bit is attached to the end of long hollow drill rods
that are rotated and through which water is pumped to the cutting face of the
bit. The drill cuts a circle, the rock core of which is recovered in long
cylindrical sections, an inch or more in diameter.

"dilution" means the incorporation of waste or low
grade rock with ore during the mining process resulting in lower grade

"disseminated ore" means a scattered distribution of
generally fine-grained metal bearing minerals throughout a rock body, in
sufficient quantity to make the deposit an ore

"dollars" or "$" means Canadian currency unless
otherwise indicated

"exploration" means prospecting, diamond drilling and
other work involved in searching for ore bodies

"grade" the weight of valuable minerals in each tonne
of ore

"g/t" means grams per tonne

"Indicated Mineral Resource" is a term defined by the
Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") and adopted in
Canadian National Instrument NI 43-101 Standards for Disclosure of Mineral
Projects as meaning 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.

"Inferred Mineral Resource" is a term defined by the
CIM and adopted in NI 43-101 as meaning that part of a mineral resource for
which quantity and grade or quality can be estimated on the basis of geological
evidence and limited sampling and reasonably assumed, but not verified,
geological and grade continuity. The estimate is based on limited information
and sampling gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes.

6

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"Measured Mineral Resource" is a term defined by the
CIM and adopted in NI 43-101 as meaning that part of a mineral resource for
which quantity, grade or quality, densities, shape and physical characteristics,
are so well established that they can be estimated with sufficient confidence to
allow the appropriate application of technical and economic parameters, to
support production planning and evaluation of economic viability of the deposit.
The estimate is based on detailed and reliable exploration sampling and testing
information gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes that spaced closely enough
for geological and grade continuity.

"mineralization" means rock containing an undetermined
amount of minerals or metals

"Mineral Reserve" is a term defined by the CIM and
adopted in NI 43-101 as meaning the economically mineable part of a Measured or
Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility
Study. This Study must include adequate information on mining, processing,
metallurgical, economic and relevant factors that demonstrate, at the time of
reporting, that economic extraction can be justified. A Mineral Reserve includes
diluting materials and allowances for losses that may occur when the material is
mined. (Note below the definition of "Reserve" found in the U.S. Securities and
Exchange Commission Industry Guide 7)

"Mineral Resource" is a term defined by the CIM and
adopted in NI 43-101 as meaning a concentration or occurrence of natural, solid,
inorganic or fossilized organic material in or on the earth's crust in such form
and quantity and of such a grade or quality that it has reasonable prospects for
economic extraction. The location, quantity, grade, geological characteristics
and continuity of a Mineral Resource are known, estimated or interpreted from
specific geological evidence and knowledge.

"mineral zone" means a mineral-bearing belt or area

"Ore" is a natural aggregate of one or
more minerals which, at a specified time and place, may be mined, processed and
sold at a profit, or from which some part may profitably be separated

"oz/t" means Troy ounces per short ton

"percussion drill" means a drill that operates by
having the drill bit fall with force onto the rock

"preliminary assessment" means an assessment that may
be disclosed under NI 43-101 if made by a qualified person, notwithstanding that
it includes an economic evaluation which uses inferred mineral resources,
provided that such disclosure includes a proximate statement that the assessment
is preliminary in nature, that it includes inferred mineral resources that are
too speculative geologically to have the economic considerations applied to them
that would enable them to be categorized as mineral reserves and there is no
certainty that the preliminary assessment will be realized; a preliminary
assessment is sometimes referred to as a "scoping study"

7

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"Reserve" is a term defined by Industry Guide 7 of the
U.S. Securities and Exchange Commission (SEC) as meaning that part of a mineral
deposit which could be economically and legally extracted or produced at the
time of the reserve determination. Industry Guide 7 classifies reserves as
either "Proven (Measured)" or "Probable (Indicated)". Proven (measured) reserves
are those for which (a) quantity is computed from dimensions revealed in
outcrops, trenches, workings or drill holes; grade and/or quality are computed
from the results of detailed sampling and (b) the sites for inspection, sampling
and measurement are spaced so closely and geologic character is so well defined
that size, shape, depth and mineral content of reserves are well-established.
Probable (indicated) reserves are those for which quantity and grade and/or
quality are computed from information similar to that used for proven (measured)
reserves, but the sites for inspection, sampling, and measurement are farther
apart or are otherwise less adequately spaced. The degree of assurance, although
lower than that for proven (measured) reserves, is high enough to assume
continuity between points of observation. Note: SEC staff has traditionally
required a "bankable" or "final" feasibility study before reserves may be
designed for purposes of meeting the requirements of Industry Guide 7.

"resource" or "Mineral Resource" is a term
defined by the CIM and adopted in NI 43-101 as meaning a concentration or
occurrence of natural, solid, inorganic or fossilized organic material in or on
the Earth's crust in such form and quantity and of such a grade or quality that
it has reasonable prospects for economic extraction. The location, quantity,
grade, geological characteristics and continuity of a Mineral Resource are
known, estimated or interpreted from specific geological evidence and knowledge.

"tonne" means metric tonne (2,204 pounds)

Measurements stated in metric units covert to imperial
equivalents as follows:

|Metric Units | Multiplied by | =Imperial Units                   
|------------ | ------------- | ----------------------------------
|hectares     | 2.471         | =acres                            
|metres       | 3.281         | =feet                             
|kilometres   | 0.621         | =miles (5,280 feet)               
|grams        | 0.032         | =ounces (troy; 12 troy
    ozs/lb)
|tonnes       | 1.102         | =tons (short or 2,000
    lbs)    
|grams/tonne  | 0.029         | =ounces (troy)/ton                

8

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PART 1

Item 1. Identity of Directors, Senior Management and Advisers

Not Applicable.

Item 2. Offer Statistics and Expected Timetable

Not Applicable.

Item 3. Key Information

A.

The selected financial data appearing below for the fiscal
years ended June 30, 2003, 2002, 2001, 2000 and 1999 are set forth in Canadian
dollars and extracted from the audited Consolidated Financial Statements of
Goldbelt Resources that appear elsewhere herein.

Goldbelt Resources' financial statements are prepared in
accordance with generally accepted accounting principles (GAAP) that apply in
Canada. The selected financial data appearing in the table below is presented in
accordance with Canadian GAAP. For the years ended June 30, 2003, 2002 and 2001
the reconciliation of the Net Loss and Net Loss Per Share to a U.S. GAAP basis
is presented in Note 12 of the June 30, 2003 financial statements. The principal
differences between Canadian GAAP and US GAAP that affect Goldbelt Resources'
income and shareholders' equity relate to those items described in Note 12 of
Goldbelt Resources' June 30, 2003 financial statements appearing elsewhere
herein.

The following selected financial data should be read in
conjunction with, and is qualified in its entirety by reference to Goldbelt
Resources' audited Consolidated Financial Statements appearing elsewhere in this
registration statement. The differences between US GAAP and Canadian GAAP are
described in Note 12 to the accompanying June 30, 2003 audited financial
statements. Significant accounting policies applied in preparing Goldbelt
Resources' financial statements are set out in Note 2 to the accompanying
audited financial statements.

SELECTED FINANCIAL DATA UNDER CANADIAN GAAP

|                   | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended
|------------------ | ---------- | ---------- | ---------- | ---------- | ----------
|                   | June 30,   | June 30,   | June 30,   | June 30,   | June 30,  
|                   | 2003       | 2002       | 2001       | 2000       | 1999      
|                   |            |            |            |            |           
|Operating Revenues | Nil        | Nil        | Nil        | Nil        | Nil       
|                   |            |            |            |            |           
|Expenses           | (164,986)  | (113,494)  | (200,720)  | (108,838)  | (628,388) 

9

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|Other income (loss)       | 6,928     | 6,949        | 62,531       | 80,883       | (321,362)   
|------------------------- | --------- | ------------ | ------------ | ------------ | ------------
|                          |           |              |              |              |             
|Write off of interests in | -         | -            | -            | -            | (909,349)   
|mineral properties        |           |              |              |              |             
|                          |           |              |              |              |             
|Loss from operations      | (158,058) | (106,545)    | (138,189)    | (27,955)     | (1,859,099) 
|                          |           |              |              |              |             
|Loss from continuing      | (158,058) | (106,545)    | (138,189)    | (27,955)     | (1,859,099) 
|operations                |           |              |              |              |             
|                          |           |              |              |              |             
|Loss                      | (158,058) | (106,545)    | (138,189)    | (27,955)     | (1,859,099) 
|                          |           |              |              |              |             
|Loss per share            | (0.03)    | (0.02)       | (0.03)       | (0.01)       | (0.39)      
|                          |           |              |              |              |             
|Loss from operations      | (0.03)    | (0.02)       | (0.03)       | (0.01)       | (0.39)      
|per share                 |           |              |              |              |             
|                          |           |              |              |              |             
|Loss from continuing      | (0.03)    | (0.02)       | (0.03)       | (0.01)       | (0.39)      
|operations per share      |           |              |              |              |             
|                          |           |              |              |              |             
|Total Assets              | 361,565   | 479,301      | 600,290      | 490,061      | 568,019     
|                          |           |              |              |              |             
|Net Assets                | 24,366    | 182,424      | 288,969      | 427,158      | 455,112     
|                          |           |              |              |              |             
|Dividends per share       | -         | -            | -            | -            | -           
|                          |           |              |              |              |             
|Deficit                   | (158,058) | (48,194,465) | (48,087,920) | (47,949,731) | (47,921,176)
|                          |           |              |              |              |             
|Capital Stock             | 182,424   | 48,124,162   | 48,124,162   | 48,124,162   | 48,124,161  
|                          |           |              |              |              |             
|Weighted Average          | 4,655,137 | 4,655,137    | 4,655,137    | 4,655,137    | 4,731,762   
|Number of Shares          |           |              |              |              |             

All dollar amounts set forth in this report are in Canadian dollars, except
where otherwise indicated. On December 31, 2005 a Canadian dollar (C$1.00) was
exchangeable for US$0.8569 on the basis applied in the following table, which
sets forth (i) the rates of exchange for the Canadian dollar, expressed in U.S.
dollars, in effect at the end of each of the periods indicated; (ii) the average
exchange rates in effect on the last day of each month during such periods;
(iii) the high and low exchange rate during such periods, in each case based on
the noon buying rate in New York City for cable transfers in Canadian dollars as
certified for customs purposes by the Federal Reserve Bank of New York.

|Period                         | At Period End               | Average Rate | High   | Low   
|------------------------------ | --------------------------- | ------------ | ------ | ------
|                               | (all figures in US$ per C$)
|Month ended December 31, 2005  | 0.8579                      | 0.8610       | 0.8690 | 0.8521
|Month ended November 30, 2005  | 0.8569                      | 0.8463       | 0.8579 | 0.8361
|Month ended October 31, 2005   | 0.8477                      | 0.8493       | 0.8795 | 0.8413
|Month ended September 30, 2005 | 0.8615                      | 0.8491       | 0.8615 | 0.8418

10

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|Month ended August 31, 2005 | 0.8408 | 0.8304 | 0.8412 | 0.8207
|--------------------------- | ------ | ------ | ------ | ------
|Month ended July 31, 2005   | 0.8159 | 0.8178 | 0.8300 | 0.8041
|Month ended June 30, 2005   | 0.8159 | 0.8063 | 0.8159 | 0.7950
|                            |        |        |        |       
|Year ended June 30, 2005    | 0.8159 | 0.8000 | 0.8493 | 0.7489
|Year ended June 30, 2004    | 0.7459 | 0.7441 | 0.7880 | 0.7085
|Year ended June 30, 2003    | 0.7376 | 0.6620 | 0.7492 | 0.6264
|Year ended June 30, 2002    | 0.6583 | 0.6375 | 0.6622 | 0.6200
|Year ended June 30, 2001    | 0.6590 | 0.6581 | 0.6831 | 0.6333
|Year ended June 30, 2000    | 0.6758 | 0.6786 | 0.6969 | 0.6607
|Year ended June 30, 1999    | 0.6787 | 0.6622 | 0.6891 | 0.6341

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the offer and use of proceeds

Not applicable.

D. Risk factors

This section describes some of the risks and uncertainties faced by Goldbelt
Resources. The factors below should be considered in connection with any
forward-looking statements in this registration statement. The risks described
below are considered to be the significant or material ones, but they are not
the only risks faced by Goldbelt Resources. Some risks may not be known to
Goldbelt Resources and others that are not considered significant or material
may turn out to be material. Investment in the common shares of Goldbelt
Resources must be considered speculative and risky, since any one or more of the
risks could materially impact Goldbelt Resources' business, its revenues,
income, ability to raise required capital and the market price of its common
shares.

Risks and Uncertainties

The Company's business is subject to a number of risks related to its
exploration and development projects as well as risks related to the mining
industry generally.

Political and Economic Risks of Doing Business in Burkina Faso

All of Goldbelt's mineral properties are currently located in
Burkina Faso, which is a politically stable country with newly developed mining
and environmental legislation in place. The fiscal laws and practices are well
established and generally consistent with Western rules and regulations.
However, there is no assurance that future political and economic conditions in
this country will not result in its government adopting different policies
respecting foreign development and ownership of mineral properties. Any changes
in laws, regulations or shifts in political attitudes regarding foreign direct

11

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investment in the Burkina Faso mining industry are beyond Goldbelt's control
and may adversely affect its business. Goldbelt's exploration and development
activities may be affected in varying degrees by a variety of economic and
political risks, including cancellation or renegotiation of contracts, changes
in Burkina Faso domestic laws or regulations, changes in tax laws, royalty and
tax increases, restrictions on production, price controls, expropriation of
property, fluctuations in foreign currency, foreign exchange controls, import
and export regulations, restrictions on the export of gold, restrictions on the
ability to repatriate earnings and pay dividends offshore, restrictions on the
ability to hold foreign currencies in offshore bank accounts, environmental
legislation, employment practices and mine safety. In the event of a dispute
regarding any of these matters, Goldbelt may be subject to the jurisdiction of
courts outside of Canada, which could have adverse implications on the outcome.
Funding Requirements

Goldbelt has limited financial resources, no source of operating cash flow
and no assurance that additional funding will be available for further
exploration and development of its projects. Goldbelt will require additional
financing from external sources to meet its operating and capital requirements.
Although Goldbelt has been successful in the past in obtaining financing through
the sale of equity securities, there can be no assurance that it will obtain
adequate financing in the future or that the terms of such financing will be
favorable. Failure to obtain such additional financing could result in delay or
indefinite postponement of further exploration and development of Goldbelt's
projects with the possible forfeiture of all or parts of its properties.
Risk Associated with Title

Title to mineral properties involves certain inherent risks due to the
difficulties of determining the validity of certain claims as well as the
potential for problems arising from the frequently ambiguous conveyance history
characteristic of many mineral properties. The Company has investigated title to
all of its mineral properties and, to the best of its knowledge, title to all of
its properties, except for the Kari permit, are in good standing. However, the
foregoing should not be construed as a guarantee of title to those properties.
Title to those properties may be affected by undisclosed and undetected defects.
Competition

Goldbelt competes with other mining companies that have substantially greater
financial and technical resources in the search for and the acquisition of
mineral concessions as well as for the recruitment and retention of qualified
employees with technical skills and experience in the mining industry. There can
be no assurance that Goldbelt will be able to compete successfully with others
in acquiring mineral concessions and continue to attract and retain skilled and
experienced employees.
Management and dependence on key personnel

12
Goldbelt currently has a small executive management group, which is
sufficient for the Company's present stage of development. Goldbelt has relied,
and will continue to rely, upon a number of consultants and others for operating
expertise. Goldbelt may need to recruit additional personnel to supplement
existing management. Goldbelt's development to date has largely depended and in
the future will continue to depend on the efforts of the current executive
management group and the loss of a significant number of the members of this
group could have a material adverse effect on Goldbelt, its business and its
ability to develop its mineral properties.
Enforcement of Civil Liabilities

As substantially all of the assets of Goldbelt and its subsidiaries are
located outside of Canada, and certain of its directors and officers are
resident outside of Canada, it may not be possible for investors to enforce
judgments granted by a court in Canada against the assets of Goldbelt or its
subsidiaries or its directors and officers residing outside of Canada.
Dividends

All of Goldbelt's available funds will be invested to finance the growth of
its business and, therefore, investors cannot expect to receive a dividend on
its common shares in the foreseeable future.
Risks Related to the Gold Mining Industry Generally

The following risks apply to the gold mining industry generally:
Exploration and Mining Risks

The business of exploring for minerals and mining involves a
high degree of risk. Few properties that are explored are ultimately developed
into producing mines. At present, none of Goldbelt's properties have proven and
probable reserves. Fires, power outages, labour disruptions, flooding,
explosions, cave-ins, land slides and the inability to obtain suitable or
adequate machinery, equipment or labour are other risks involved in the
operation of mines and the conduct of exploration programs. Substantial
expenditures are required to establish reserves through drilling, to develop
metallurgical processes, to develop the mining and processing facilities and
infrastructure at any site chosen for mining. Although substantial benefits may
be derived from the discovery of a major mineralized deposit, no assurance can
be given that minerals will be discovered in sufficient quantities to justify
commercial operations or that the funds required for development can be obtained
on a timely basis. The economics of developing gold and other mineral properties
is affected by many factors including the cost of operations, variations of the
grade of ore mined, fluctuations in the price of gold or other minerals
produced, fluctuations in exchange rates, costs of development, infrastructure
and processing equipment and such other factors as government regulations,
including regulations relating to royalties, allowable production, importing and
exporting of minerals and environmental protection. In addition, the grade of
mineralization ultimately mined may differ from that indicated by drilling
results and such differences could be

13

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material. Depending on the price of gold or other minerals produced, Goldbelt
may determine that it is impractical to commence or continue commercial
production.
Estimates of Mineral Reserves and Resources and Production Risks

The mineral resource estimates are estimates only and no
assurance can be given that any particular level of recovery of minerals will in
fact be realized or that an identified resource will ever qualify as a
commercially mineable (or viable) deposit, which can be legally and economically
exploited. In addition, the grade of mineralization ultimately mined may differ
from that indicated by drilling results and such differences could be material.
Production can be affected by such factors as permitting regulations and
requirements, weather, environmental factors, unforeseen technical difficulties,
unusual or unexpected geological formations, inaccurate or incorrect geologic,
metallurgical or engineering work, and work interruptions, among other things.
Short term factors, such as the need for orderly development of deposits or the
processing of new or different grades, may have an adverse effect on mining
operations and on the results of operations. There can be no assurance that
minerals recovered in small scale laboratory tests will be duplicated in large
scale tests under on-site conditions or in production scale operations. Material
changes in reserves or resources, grades, stripping ratios or recovery rates may
affect the economic viability of projects. The estimated resources described
herein should not be interpreted as assurances of mine life or of the
profitability of future operations.

Goldbelt has engaged expert independent technical consultants
to advise it with respect to mineral resources among other things. Goldbelt
believes that those experts are competent and that they have carried out their
work in accordance with all internationally recognized industry standards.

Gold Prices

Over the years, the price of gold has fluctuated widely. The marketability of
gold is also affected by numerous other factors beyond Goldbelt's control,
including government regulations relating to price, royalties, allowable
production and importing and exporting of gold, the effect of which cannot
accurately be predicted. Depending on the price of gold or other minerals
produced, Goldbelt may determine that it is impractical to commence or continue
commercial production.

Environmental and other Regulatory Requirements

Goldbelt's activities are subject to environmental
regulations, which are enacted by government agencies from time to time.
Environmental legislation generally provides for restrictions and prohibitions
on spills, releases or emissions of various substances produced in association
with certain mining industry operations, such as seepage from tailings disposal
areas, which would result in environmental pollution. A breach of such
legislation may result in the imposition of fines and penalties. In addition,
certain types of operations require the submission and approval of environmental
impact assessments. Environmental legislation is evolving in a manner, which
means standards for enforcement, fines and penalties for non-compliance are more
stringent. Environmental

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assessments of proposed projects carry a heightened degree of
responsibility for companies and directors, officers and employees. The cost of
compliance with changes in governmental regulations has a potential to reduce
the profitability of operations.

Goldbelt's current exploration activities, including any
development activities and commencement of production on its properties, require
permits from various governmental authorities and such operations are and will
be governed by laws and regulations governing prospecting, development, mining,
production, exports, taxes, labour standards, occupational health, waste
disposal, toxic substances, land use, environmental protection, mine safety and
other matters. Companies engaged in exploration activities and in the
development and operation of mines and related facilities generally experience
increased costs, and delays in production and other schedules as a result of the
need to comply with applicable laws, regulations and permits. There can be no
assurance that all permits which may be required for exploration, construction
of mining facilities and conduct of mining operations will be obtainable on
reasonable terms or on a timely basis, or that such laws and regulations would
not have an adverse effect on any mining project that Goldbelt may undertake.
Management of Goldbelt believes that the Company is in substantial compliance
with all material laws and regulations, which currently apply to its activities.

Failure to comply with applicable laws, regulations, and
permitting requirements may result in enforcement actions thereunder, including
orders issued by regulatory or judicial authorities causing operations to cease
or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions. Parties
engaged in mining operations may be required to compensate those suffering loss
or damage by reason of the mining activities and may have civil or criminal
fines or penalties imposed for violations of applicable laws or regulations and,
in particular, environmental laws.

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

Item 4. Information on the Company

A. History and Development of Goldbelt Resources

1.Name of the Company

The Company's legal and commercial name is: GOLDBELT RESOURCES
LTD.

2.Incorporation

Goldbelt Resources Ltd. ("Goldbelt", "Goldbelt Resources" or
the "Company") was incorporated under the Company Act (British Columbia) on July
23, 1976 as a specially limited company with the name of Goldbelt Mines Inc.
(Non-Personal Liability),

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converted to a limited company pursuant to the Company Act
(British Columbia) with the name Goldbelt Mines Inc. on October 5, 1984,
amalgamated with North American Metal Corporation on October 22, 1984 as one
company with the name Goldbelt Mines Inc., changed its name to Goldbelt
Resources Ltd. on July 15, 1991 and amalgamated with Comptoir International du
Commerce Ltee on July 9, 1997 as one company with the name Goldbelt Resources
Ltd. In August 2001 the Company continued its corporate jurisdiction into Yukon
Territory. On December 7, 2005, the Company received approval from its
shareholders to continue its corporate jurisdiction into the Province of British
Columbia. This application is pending.

3.Domicile and legal form of Company

Goldbelt Resources exists as a limited liability corporation
as indicated above.

Goldbelt Resources' registered office in
Canada is located at 200-204 Lambert St. Whitehorse, Yukon Territory, Canada,
Y1A 3T2. Its executive office is located at Sterling Tower, 372 Bay Street,
Suite 1201, Toronto, Ontario, Canada, M5H 2W9; telephone  (416) 364-0557.

Goldbelt Resources is a reporting issuer in British Columbia,
Alberta, Ontario and the United States, and is a multiple jurisdiction filer
with SEDAR and an EDGAR filer. The Company's common shares are listed on the TSX
Venture Exchange (the TSXV) under the symbol "GLD:V".

4.Important events in development of Company's Business

The Company was involved in exploration and development of
precious and base mineral deposits in the Republic of Kazakhstan from 1992 to
1998. The Company did not undertake any activity in Kazakhstan from March 1998
until the final disposition of its Kazakhstan mineral interests in March 2001.
For the period from December 1998 until July 2000, the Company pursued the
acquisition of Regal Petroleum Corporation ("Regal") and its oil and gas
interests in the Ukraine and Romania. The acquisition was never completed, as
financing could not be arranged. Goldbelt and Regal dissolved plans to merge in
July 2000. In March 2001, the Company sold its last remaining interest in
Kazakhstan to Celtic Resources Holdings PLC ("Celtic Holdings"), a public
company traded in the United Kingdom and the successor company to Dabney
Industries. The Company sold its 60% interest in the Abyz deposit owned by
Karagai Gold, its 25% interest in Dostyk Minerals, an exploration company with
two mineral licenses in Kazakhstan, and its 50% interest in Kazgold and any
claim Kazgold may have to the Leninogorsk tailings deposits. In exchange for
which Celtic Resources Holdings granted Goldbelt 1.2 (pre-consolidation) million
unrestricted, ordinary shares in Celtic Resources Holding, a public company
traded in the United Kingdom. In fiscal 2004, the Company disposed of its
remaining investments in the shares of Celtic Resources Holdings and Regal for
proceeds of $1,217,743 resulting in a gain of $872,239. On March 3, 2005, the
Company completed the acquisition of mineral exploration properties in Burkina
Faso in western Africa and raised $8,000,000 by way of private placement. The
Company has undertaken a detailed evaluation of the mineralization of the Inata
Project portion of the

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Belahouro License and partial work on its additional
exploration licenses in Burkina Faso. The Company is in the process of
completing technical studies of the Inata Project prior to embarking on a
feasibility study and in anticipation of applying for an exploitation permit to
mine this property.
On December 8, 1998, the Company's shares were halted from
trading on the Vancouver Stock Exchange pending an announcement. In February
1999, the Company announced a proposed acquisition of Regal, which would have
resulted in a reverse takeover. On April 2, 2001, trading in the shares of the
Company resumed under the Inactive designation upon the Company announcing that
its proposed reverse takeover and acquisition had terminated. Effective as of
November 20, 2002 the Company's shares were halted from further trading by the
TSX Venture Exchange for failing to maintain Tier 2 Maintenance Requirements and
resumed trading on September 25, 2003 on the NEX board. On March 3, 2005 the
Company resumed trading on the TSX Venture Exchange after achieving Tier 2
Maintenance and Minimum Listing Requirements through the acquisition of its
Burkina Faso properties and a simultaneous $8,000,000 private placement.
The Company entered into an agreement dated January 30, 2004
and amended and restated November 19, 2004, with Resolute Mining Limited
("Resolute") of Perth, Australia, an Australian Stock Exchange listed company,
to acquire Resolute's 100% owned subsidiaries, Resolute (West Africa) Limited ("RWA")
and Resolute (West Africa) Mining Company SA ("RWASA"). The primary assets of
RWA and RWASA are exploration properties in Burkina Faso in western Africa.
These permits consist of the Belahourou exploration permit and ten additional
exploration permits in the rest of the country. The Belahourou exploration
permit covers a 1,187 km2area in northern Burkina Faso, close to the
Mali-Burkina Faso border. The Company has identified a number of deposits and
gold showings along the Inata, Minfo, Souma and Fete Kole gold trends. In
addition to the Belahouro exploration permit, Goldbelt has been issued ten
exploration licenses covering an area of approximately 2,216 km2. The Houndé
area licenses located in southwestern Burkina Faso cover an area of
approximately 1,155 km2. The five licenses (Bouhaoun, Karba, Kopoi, Lamou and
Wakui) in this area are immediately south of Semafo's Mana Project and
immediately north of Orezone's Bondi Project. The Mandiasso and Diosso licenses
cover a 500 km2area immediately south of the Houndé area licenses. The Oka
Gakinde and Guesselnay licenses cover a 496 km2area immediately north of the Belahouro Exploration Permit. The Ouedogo license, located in southeastern
Burkina Faso, covers a 65 km2area. The Kari License Application, also located
in the Houndé area, is currently in dispute. The Company is currently in
discussions with Resolute relating to the Kari permit within the Houndé area,
which was not held by Resolute at the time of acquisition.
On March 3, 2005, the Company completed the acquisition (the
"Acquisition") of the subsidiaries of Resolute and a concurrent private
placement of 16,000,000 units at $0.50 per unit for gross proceeds of $8,000,000
(Note 6).
The subsidiaries were acquired in consideration for $1,873,350
(US$1,500,000) on closing, $1,951,056 (US$1,573,686) on or before January 31,
2006, 7,529,412 common shares of the Company and 7,529,412 common share purchase
warrants valued at
17

$3,764,706. Included in the warrants are 1,882,353 exercisable
at $0.50 until March 3, 2007, 1,882,353 exercisable at $0.65 until March 3, 2007
and 3,764,706 exercisable at $0.65 until September 3, 2006. The Company also
paid due diligence costs $330,035 (US$250,000) and issued 250,000 units valued
at $125,000 consisting of one common share and one-half of one common share
purchase warrant. Each whole warrant entitles the holder to acquire an
additional common share at $1.00 until March 3, 2007.

The amount due to Resolute Mining Limited as at June 30, 2005
of $1,933,588 (US$1,573,686) is non interest bearing and due on January 31,
2006.

In accordance with the acquisition agreement, the Company is
required to raise, by January 31, 2006, a minimum of $10,625,000 by way of one
or more private placements of which $8,000,000 was raised in fiscal 2005.
Contemporaneously with the private placements, the Company will also be required
to issue additional common shares and common share purchase warrants to
Resolute.

5.Principal Business and Capital Investment in the Last Five Years

Since the disposition of its properties in Kazakhstan in
fiscal 1998 and prior to the acquisition of its mineral properties in Burkina
Faso in March 3, 2005, the Company did not incur expenditures on other
properties. In fiscal 2004, the Company disposed of its remaining investments in
the shares of Celtic Resources Holdings and Regal for proceeds of $1,217,743
resulting in a gain of $872,239. In fiscal 2005, Goldbelt Resources' principal
capital expenditures have been on or in connection with its properties in
Burkina Faso.

From 1999 to 2004 there were no financings. In fiscal 2005 the
Company raised $8,000,000 via private placement of which $2.9 million was spent
on its Burkina Faso properties. The Company acquired these properties for
approximately $8 million of which $3.9 million was in the form of shares.

As of December 31 2005, approximately $11.7 million have been
invested on these properties.

6.Principal Capital Expenditures in Progress

The Belahouro and other exploration programs
in Burkina Faso are the only significant expenditures in progress. All
exploration has been funded by external financing through issue of securities of
Goldbelt Resources.

7.Takeover Offers

There has been no indication of public takeover offers in
respect of Goldbelt Resources' shares.

B. Business Overview

1.The Business of the Company

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Cautionary Note to U.S. Investors concerning estimates of Measured and
Indicated Resources

This section uses the terms "measured" and "indicated
resources." We advise U.S. investors that, while those terms are recognized and
required by Canadian regulations, the U.S. Securities and Exchange Commission
does not recognize them. U.S. investors are cautioned not to assume that any
part or all of mineral deposits in these categories will ever be converted into
reserves.

Goldbelt is a Canadian based resource company
with mineral properties in Burkina Faso, West Africa. The common shares of
Goldbelt trade on the TSX Venture Exchange under the symbol GLD.

Goldbelt Resources has been exclusively in the business of
acquiring and exploring resource properties. The Company is committed to
establishing Goldbelt as a significant and profitable mining company in West
Africa by exploring and developing known gold prospects that will create
long-life mines. The Company is also focused on maximizing its opportunities for
growth through acquisitions and mergers and return on its shareholders'
investment, while being safety conscious and environmentally responsible.

Goldbelt acquired Resolute Limited, assets on March 3, 2005
and completed the detailed evaluation of the mineralization of the Inata
Project, Belahouro License. The Company has upgraded and increased its National
Instrument 43-101 estimated resource of the Inata Project of the Company's
Belahouro Project. Total measured and indicated resources using a cut off grade
of 0.5 g/t, have increased to 933,000 ounces of gold and inferred resources have
increased to 226,000 ounces of gold, more than doubling the resources since
acquiring the project. The current planned work program is to make a production
decision in early 2006 by completing feasibility and environmental studies and
to make application for an Exploitation License while advancing defined projects
in the Belahouro license area. Goldbelt has acquired an additional 1,100 square
kilometres of new exploration tenements at Gusselnay and Oka Gakinde (north of
Belahouro); Bouhaoun, Karba, Kopoi, Lamou, Wakui, Mandiasso and Diosso within
the Houndé greenstone belt and Ouedogo within the Koupela greenstone belt.

The climate in Burkina Faso permits the Company to conduct its
exploration work year round with some interruptions during the rainy season in
May to July. Goldbelt Resources has not encountered difficulties in complying
with regulations regarding environmental protection.

The Company does not own any patents, trademarks or franchises
that may materially affect its business. The Company, through its subsidiary, is
the registered owner of the 11 exploration permits described above.

The Company has not earned any revenues in the past three
years and is currently focused on the development of its mineral properties in
Burkina Faso

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2.Effect of Government Regulation

All of Goldbelt's mineral properties are currently located in
Burkina Faso, which is a politically stable country with newly developed mining
and environmental legislation in place. The fiscal laws and practices are well
established and generally consistent with Western rules and regulations.
However, there is no assurance that future political and economic conditions in
this country will not result in its government adopting different policies
respecting foreign development and ownership of mineral properties. Any changes
in laws, regulations or shifts in political attitudes regarding foreign direct
investment in the Burkina Faso mining industry are beyond its control and may
adversely affect its business. Goldbelt's exploration and development activities
may be affected in varying degrees by a variety of economic and political risks,
including cancellation or renegotiation of contracts, changes in Burkina Faso
domestic laws or regulations, changes in tax laws, royalty and tax increases,
restrictions on production, price controls, expropriation of property,
fluctuations in foreign currency, foreign exchange controls, import and export
regulations, restrictions on the export of gold, restrictions on the ability to
repatriate earnings and pay dividends offshore, restrictions on the ability to
hold foreign currencies in offshore bank accounts, environmental legislation,
employment practices and mine safety. In the event of a dispute regarding any of
these matters, Goldbelt may be subject to the jurisdiction of courts outside of
Canada, which could have adverse implications on the outcome.

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C. Organizational Structure

The following chart presents the Company's legal corporate structure and the
jurisdictions of incorporation.



Percentage values indicate percentage ownership.

D.

Burkina Faso

All of Goldbelt's current exploration permits are in Burkina
Faso, West Africa. Burkina Faso has a land area of 1,200,000 square miles, with
a population of 12 million people and borders Ghana, Cote D'Ivoire, Mali, Niger,
Benin and Togo. Its major industry is agriculture and its principal export
commodity is cotton. The emergence of mining in Burkina Faso is seen by the
Burkinabe government as its best opportunity to develop a new industry and
garner much needed foreign currency, consequently there is significant support
in Burkina Faso for foreign investment in mining. Burkina Faso is a politically
stable country with a democratically elected government and newly developed
mining and environmental legislation in place.

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> The Geology

Burkina Faso, West Africa is situated on the Birimian
greenstone belt, which is contained within the West African Shield. The Birimian
Series of West Africa host some of the largest gold deposits in the world,
including Sadiola, Yatela, Morila and Syama in Mali, Siguiri in Guinea, and
Obuasi, Bogosu, Prestea, Bibiani and the recent Newmont discovery (Akyem and
Ahafo) in Ghana, and is comparable to other Archean and Proterozoic shields in
Canada, Australia and Southern Africa.

Goldbelt tenement holdings in Burkina total 3,403 square
kilometres contained within eleven exploration licenses these being Belahouro,
Gusselnay and Oka Gakinde within the Belahouro region; Karba, Kopoi, Wakui,
Bouhaoun, Lamou, Mandiasso and Diosso within the Houndé region and Ouedogo
within the Koupela region. The Belahouro tenement (1,187 square kilometres) is
the most advanced exploration license and contains a number of projects which
can be separated into three principal geological domains as indicated on the
Belahouro Project map.

> Belahouro Project Map



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> Belahouro Project License

The Belahouro license is located 220 kilometres north of the
capital Ouagadougou and approximately 45 kilometres south of the Mali border.
The license covers an area of 1,187 square kilometres and contains 10 known
exploration projects. A resource estimate has been established on 4 of these
exploration projects: Inata, Minfo, BSF1 and BSF16.

Belahouro Geology

The Belahouro permit is located in the western
part of the Djibo greenstone belt, part of the Birimian greenstone belt. The age
of these formations is estimated to be from 1.6 to 2.3 billion years old. The
weathering profile in the region is extensive and persists down to 100 metres
depth and has a well developed laterite profile.

The geological interpretation of the Belahouro Project area
initially relied on the interpretation of geophysical data and geological
mapping of very limited weathered outcrop. This has been significantly enhanced
by the results obtained from a number of exploration drilling programs employing
different drilling techniques such as rotary air-blast, reverse circulation and
diamond core drill holes.

Deposit Types

Gold within the Belahouro Project is exclusively associated with deep crustal
deformation, regional metamorphism and mesothermal vein style mineralization.
This is entirely consistent with the majority of Archaean and Proterozoic
terrains worldwide, including the Birimian Series of West Africa.

The main deposits are:

- Inata trend gold deposits (Inata North, Central and South, Sayouba and
  Minfo) in the Damba-Inata volcano-sedimentary Province.
- Souma-N'Darga trend deposits (Souma Village, BSF1, BSF16 and N'Darga) in
  the eastern margin of Sona-Belahouro Basin.
- Fete Kole deposit in Fete Kole volcanic Province.

Damba-Inata Volcano Sedimentary Province

The Damba-Inata domain occurs in the westernmost portion of
the project area and is dominated by metasediments, intermediate to mafic
volcanics and volcanoclastics. To the west of the Inata trend, strong magnetic
signatures are present in aeromagnetic data, which correspond to mafic volcanics
and their sedimentary derivatives, such as pillow breccias. The trend varies
over the strike of the prospect, from north-northwest in the south to north in
the central area and north-northeast in the northern area.

Inata Trend Deposits

The principal gold mineralization is confined to the Inata and
Souma trends. The three Inata deposits (North, Central and South) are located
over a strike length of 4 kilometres.

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The deposits are interpreted to be related to the same
structural regional shear along the western margin of the Sona-Belahouro Basin.
The Inata Central and Inata South represent the same mineralized trend,
separated by lower grade mineralization and cross-cutting faults. Inata North
lies some 300 metres west of the Inata Central-South trend. The Inata shear
trends north-northeast and dips steeply to the west-northwest.

Gold mineralization is present as free grains and is generally
associated with carbonate-pyrite alteration within quartz veins.

Sayouba is a small zone (strike 100 metres) of north-northwest
trending gold mineralization with a dip of 60° to 70° west. It occurs in shale,
siltstone, minor intermediate volcanics, and felsic porphyry.

Minfo lies on the Minfo-Filio east-west shear zone. The shear
zone can be traced over a distance of 20 kilometres and is characterized by a
wide zone of shearing (up to 400 metres) associated with a strong aeromagnetic
trend. Mineralization is associated with massive and stringer quartz veining in
black shales within an intermediate volcanic shale/siltstone package.

Souma-N'Darga Trend Deposits

Belahouro-Sona Basin lies in the centre of the Belahouro
property. It is a rift basin with deep crustal fault margins gently plunging
north with rocks consisting of turburbitic meta-sediments and minor
volcanoclastics. The basin forming structures have later been reactivated in
subsequent phases of compression deformation. Late stage north-east to
south-west faults crosscut the basin and provide channel ways for mineralizing
events along the rift margins.

The Souma-N'Darga trend is located along the eastern
structural margin of the Belahouro -Sona Basin, immediately west of the contact
with the deformed Belahouro granite.

Mineralization comprises laminated quartz ± tourmaline veins
that outcrop sporadically along the entire trend, and has been separated into
several separate prospects: BEF2, BSF1, BSF16 and Souma Village. The western
trend comprises N'Darga and Boulili deposits.

Fete Kole Province Deposits

The Fete Kole province occurs to the east of the
Belahouro-Sona Basin and is a near vent complex of felsic to mafic volcanics and
basin type sediments cross cut by various pre-, syn- and post deformation
granitoid intrusions recently dated at 2.1 to 4.0 billion years old. The final
phase of intrusion in the Fete Kole province is gabbroic, which is also
associated with minor volcanic ultramafic sequences.The Fete Kole
volcano-plutonic province is marked by the dominant northwest-southeast trend of
foliation and quartz tourmaline veins. Dip is generally to the west. Two
structural sectors are distinguished from aeromagnetic analytical signal image.
They are divided by a well defined major

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structure, which separates predominantly intermediate volcanic
rock in the south from predominantly mafic and ultramafic rocks in the north.

A table of the Belahouro projects resources is summarized
below:

Belahouro Projects Resource Table(at a cutoff grade of 1.0g/t)

|        | Measured & Indicated |        |         | Inferred    |       
|------- | -------------------- | ------ | ------- | ----------- | ------
|        | Tonnage              |        |         | Tonnage     |       
|Deposit | (Million t)          | Au g/t | ozs     | (Million t) | Au g/t
|Inata   | 10.297               | 2.5    | 818,000 | 2.811       | 2.0   
|Minfo   |                      |        |         | 0.604       | 2.4   
|BSF1    |                      |        |         | 0.463       | 3.0   
|BSF16   |                      |        |         | 0.170       | 2.0   
|Total   | 10.297               | 2.5    | 818,000 | 4.048       | 2.2   

> Project Development

Inata Project

Goldbelt and the previous owners of the Project (BHP and
Resolute Resources) have, to date, expended approximately $27 million on
geological and technical studies within the Belahouro license area with the
majority of these funds being focused on the Inata project.

This has provided Goldbelt with an exceptional opportunity
through the establishment of an extensive historical database involving
geophysical and geochemical exploration results, geotechnical and metallurgical
testwork studies and environmental study reports.

The Inata Project database consists of 3,312 metres of diamond
core drilling and 78,618 metres of reverse circulation drilling. Additionally,
drilling has also been completed at other project areas within the Belahouro
license where zones of mineralization have been determined. These are Minfo,
Folio, Souma Village, BSF1, BSF16, Fete Kole and Pali.

In March 2005, immediately after completing the acquisition,
Goldbelt successfully designed and instigated a new drilling program at Inata to
increase the level of resource confidence, to test continuity of the
mineralization along strike and down dip extensions. All holes drilled in the
resource definition program were restricted to the Inata North, Central and
South mineralized areas.

The drill program also provided additional
mineral samples for a new metallurgical testwork program of the oxide
mineralization and for the analysis of rock strengths (geotechnical) for the
preparation of a feasibility study.

In total, 183 reverse circulation and 13 diamond core drill
holes were completed with a total of 21,750 metres being drilled.

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The drilling program involved 179 reverse circulation holes
designed to better define the mineralized boundaries, 3 diamond core holes and 4
reverse circulation holes from surface for the collection of metallurgical
samples, 8 diamond core holes from surface for collection of geotechnical and
structural samples for rock strength and structural integrity evaluation, and 2
deep diamond drill holes to test the depth extensions of high grade ore zones at
Inata, which will enhance the geotechnical drilling.

The drilling program provided the necessary additional
information on the extension and continuity of the Inata mineralization for the
purpose of upgrading the Inata resource model. Additional sample material was
also obtained for utilization in a metallurgical testwork program of the oxide
mineralization and for geotechnical analysis of the adjacent lithologies in
preparation for the development of a feasibility study.

Inata Resources Estimate:

A resource estimate carried out by RSG Global of Perth,
Australia has incorporated all of the historical and current drilling prior to
October 2005. RSG Global recommended that a 0.5 grams per tonne cutoff be used
for the resource statement, the results of which are summarized below.

INATA Resource Table

Subdivided by CNI 43-101 Resource categories @ 0.5 g/t cutoff

|            | Measured |         |             | Indicated |         | Measured & Indicated | Inferred
|----------- | -------- | ------- | ----------- | --------- | ------- | -------------------- | --------
|            |          |         |             |           |         |                      |         
|Tonnage     |          |         | Tonnage     |           |         | Tonnage              |         
|(Million t) | Au g/t   | ozs     | (Million t) | Au g/t    | ozs     | (Million t)          | Au g/t  
|            |          |         |             |           |         |                      |         
|1.396       | 3.0      | 132,500 | 13.647      | 1.8       | 800,500 | 15.043               | 1.9     

The low volume of measured resources was due to insufficient
bulk density measurements. This issue will be addressed within the feasibility
study and prior to our reserve statement.

The current resource, using a cut-off grade of 1.0 grams per
tonne, is estimated by RSG Global of Perth, Australia, as follows:

INATA Resource Table

Subdivided by CNI 43-101 Resource categories @ 1.0 g/t cutoff

|Measured    | Indicated | Measured & Indicated | Inferred   
|----------- | --------- | -------------------- | -----------
|            |           |                      |            
|Tonnage     |           |                      | Tonnage    
|(Million t) | Au g/t    | ozs                  | (Million t)
|            |           |                      |            
|1.270       | 3.2       | 129,000              | 9.027      

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It is recognized that there are a number of high grade zones
contained within each of the three Inata deposit areas (North, Central and
South). These high grade zones carry a significant proportion of the resource
ounces and will be the focus of the future resource assessment and development
process.

Inata Technical Studies

The Inata project has a wealth of information generated over 9
years, previously by BHP and Resolute, and more recently by Goldbelt. This
database includes metallurgical and geotechnical testwork as well as
environmental and sociological evaluations. The results of the earlier studies
form the foundation of the current study work being undertaken. Hence, a
feasibility study will provides the additional detailed assessment and
optimization of the previously completed technical areas of metallurgical,
environmental, sociological and financial evaluation.

Scoping Study

A Scoping Study is expected to be completed in early 2006 and
will evaluate a number of process flowsheet designs and production rate options.
These include conventional carbon-in-leach, heap leach or a combination of the
two technologies at annual production rates ranging from 1.0 million tonnes per
annum to 2.0 million tonnes per annum. Capital and operating costs will be
estimated for each option.

The Inata mineralization appears to be favorably situated for
the establishment of an open pit mining operation.

It is anticipated that a number of shallow open pits will be
developed within a short haulage distance from a centrally located process
plant.

It is also recognized that there are a number of high grade
mineralized zones within each of the deposits which, due to their grade and
extent, have the potential to be later exploited from an underground operation.

The study additionally will evaluate the infrastructural
requirements and assess the environmental impact of each processing option. The
results of the scoping study will form the basis for the Inata Project
feasibility study scope of work.

Feasibility

The sociological aspects of the feasibility study will contain
the environmental impact assessment, sociological evaluation and environmental
management plan A new environmental baseline, sociological and environmental
impact study commenced in early September and is expected to be completed by the
end of 2005. The initial study was carried out by SRK consultants from South
Africa. A more detailed study is

27

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presently being conducted by Socrege SARL, a Burkina Faso
environmental group. Socrege is the only registered environmental group
operating in Burkina Faso and has provided similar consultation for Orezone,
Semafo and High River Gold.

Inata Exploitation License Project Study

The Belahouro exploration license is to be converted to a 20
year Exploitation license (mining permit) for the Inata deposit before April
2006. An application for the Exploitation license, supported by a study report
(referred to as a 'Feasibility Report' in Burkina Faso), will be completed and
submitted before the end of 2005.

This is four months in advance of the expiry of the Belahouro
exploration license. The approval process may take a maximum of three months to
complete.

After award of the Exploitation license a new
project company will be established within Burkina Faso to hold the Inata mining
rights and for the management of the future mining operation. Goldbelt will own
ninety per cent of this new company and the government of Burkina Faso will hold
ten per cent.

> Exploration Projects

Inata North - Northern Extension

After a review of the data, RSG Global provided comment on the
potential to define additional resources to the north, along strike
(approximately 650 metres), of Inata North. Based on the available information
significant potential exists to define additional mineralization in this region,
however, it is considered probable the tenor of the mineralization is lower and
the mineralization widths will be reduced in comparison to Inata North.

Inata North  Sayouba

The footwall zones at Inata North are considered to have oxide
resource potential and are therefore considered a high priority target.
Optimistically, potential exists to define a zone of strike extending 350 metres.

Inata North and Inata Central Deposits - Infill drilling

RSG Global considers the most likely outcome
of infill drilling between the Inata North and Central is to close off the
mineralized zones. Little potential exists in this region to convert large oxide
ounces into mining reserve.

Inata South Deposit

Drilling in this region indicates some narrowing of the
mineralized zones. However, due to the boudinage nature of the mineralization,
some pinching of the mineralized zone may

28

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have occurred and potential exists for the zone to flex and
widen. A 1,350 metre strike length remains to be adequately drill tested.

Inata North Potential Underground Resource

RSG Global considers that potential exists for developing the
high grade central Inata North mineralization down dip, and this zone should be
tested by strategically placed diamond drill holes in the future. It is noted
however, that mineralization widths and grade tenor at depth appear to be
reduced, although some pinching of the mineralized zone may have occurred. A
detailed review of structural and mineralization data in this area is
recommended prior to proceeding with expensive deep diamond drilling.

Minfo Prospect

Resolute estimated a resource at Minfo of 600,000 tonnes at
2.5 grams per tonne Au for 40,000 ounces. The previous reports were not prepared
in accordance with standards set out in NI43-101 and therefore are provided for
reference purposes only. The current drilling has adequately defined the known
mineralization, including the identified cross cutting structure. Relatively few
infill drill holes should enable an upgrade in resource confidence with limited
potential existing to define significant addition contained ounces.

Inata East-Pali Prospect

It is considered that the poor understanding of the geological
controls and the narrow nature of the intersected mineralization at Pali do not
make a high priority target. Infill drilling of anomalous RAB and RC intercepts
by diamond drilling is recommended for this area. A significant intersection
BRB846 - 11 metres at 6.6 grams per tonne Au should be investigated at depth.
The potential for a significant oxide resource, however, is considered limited
based on the current geological interpretation.

Inata West - Filio Prospect

Similar to the Pali prospect, the Filio prospect is considered
a lower priority target, which requires systematic further exploration, due to
the poor understanding of the geological controls on mineralization and the
relatively narrow anomalous intercepts. Infill drilling on anomalous RAB and RC
intercepts by oriented diamond drilling is recommended for this area. A
significant intersection BRB134 - 24 metres at 2.6 grams per tonne Au was
obtained through earlier drilling and is to be investigated at depth.

Souma Village Prospect

It is considered that the Souma trend, consisting of the
advanced exploration prospects of the Souma Village, BSF1 and BSF16, has the
potential to yield a large oxide resource. The Souma trend is considered a
mineralized structural corridor of at least 11 kilometres from BSF1 to the
Tabassi surface sampling. The structural behavior and mineralization
characteristics appear similar to Inata. As such, the Souma trend is considered
a high priority target.

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Developing defined mineralization at the Souma Village is
considered a high priority. The similar structure behavior, mineralization
widths and continuity to that identified at Inata North, make the Souma Village
prospect a high priority target. The potential also exists for multiple en
echelon mineralized structures.

The Souma trend is untested at depth north of the Souma
Village towards the Tabassi surface sampling. This area shows potential if the
structural trend is continuous.

RSG Global considers that further exploration may identify
significant additional mineralization

BSF16 Prospect

Resolute estimated the BSF16 resource as 170,000 tonnes at 2.0
grams per tonne Au for 11,000 ounces. The previous reports were not prepared in
accordance with standards set out in NI43-101 and therefore are provided for
reference purposes only. Potential depth extensions (below approximately 30
metres) remain untested and drill lines are limited to two holes per section.

BSF1 Prospect

Resolute estimated the resource for the BSF1 prospect to be 463,000 tonnes at
3.0 grams per tonne Au for 45,000 ounces. The previous reports were not prepared
in accordance with standards set out in NI43-101 and therefore are provided for
reference purposes only. Depth extensions of the mineralization are not well
drilled. Section lines are limited to three holes intersecting mineralization to
approximately 90 metres in down dip depth.

> Fete Kole Prospect

Metamorphic Regime

Despite the extensive deformation observed in the Birimian
volcano-sedimentary series, they seem to have been subject, during the Eburnean
Orogeny, to low-grade regional metamorphism to greenschist facies. However, in
the Belahouro-Souma area, kyanite bearing mica schist and pelite indicate higher
grade metamorphic regime.

On a regional scale, the large granite intrusion emplacement
developed contact metamorphism such as at Aribinda area.

The deposits occur in shear zones. The Gassel Garafo
mineralized zone lies proximal to a major north to southeast trending shear
zone, which has a known extent of 14 kilometres between Senakaye and Lybie. In
the Gassel Garafo area, the shear traverses the contact between granitoids to
the west and basaltic andesites to the east. The shear zone that controls the
gold mineralization at Gassel Garafo has been tested at Dumsa and Senakaye. The
shear zone is dominantly hosted in basaltic andesites and associated
pyroclastics. Mineralization was confined to quartz veining within the main
shear zone.

30

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The Fete Kole mineralization is closely related to a volcanic
centre along a regional north south complex shear. Stacked, flat lying
structures pond hydrothermal solutions, which have significant high grade zones.
Iron carbonate alteration is common throughout the project.

Fete Kole is the largest area of artisanal mining in the
License. Approximately 1,000 miners are active, some digging shafts to at least
60 metres. The artisanal workings occupy an area of approximately 30 square
kilometres. The prospect represents a structurally more complex area of the
Belahouro Project. The structural and mineralization controls are poorly
understood. RSG Global considers that a systematic approach to exploration is
appropriate at Fete Kole to ensure a maximization of the exploration
expenditure. Orientated diamond drilling core, selected for maximizing
geological information as opposed to grade, is considered the logical first step
in better understanding the Fete Kole prospect.

> Other Exploration Licences

1.Houndé (Karba, Wakui,
Kopoi, Bouhaoun and Lamou):

A 16,000 geochemical soil sampling program was carried out
early in 2005. The analysis of these samples was completed in late July 2005.
The evaluation of these results and development of a further geochemical soil
sampling and/or a RAB drilling program is to be determined.

Other Houndé Area tenements (Mandiasso and Diosso):

These licenses have recently been awarded to
Goldbelt and no exploration work has been carried out to date. An initial review
of historical data is required for the development of an exploratory soil
geochemical program.

2.Belahouro Area tenements (Guesselnay
and Oka Gakinde):

These licenses have recently been awarded to
Goldbelt and no exploration work has been carried out to date. An initial review
of historical data is required for the development of an exploratory soil
geochemical program.

3.Ouedogo tenement, Koupela
Region (Central Burkina Faso):

A re-assessment of previous geological data will be conducted
before developing a future exploration program. This project is situated in a
massive sulphide province and its potential is not as a gold resource but for
base metals.

The technical information contained in this document has been
prepared under the direction of and has been reviewed by Collin Ellison, Chief
Executive Officer of Goldbelt and a Qualified Person under NI 43-101.

Item 4A. Unresolved Staff Comments.

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Not applicable.

Item 5. Operating and Financial Review and Prospects

A. Operating results.

The following discussion of Goldbelt Resources' operations and
financial condition describes financial data prepared using Canadian GAAP. The
differences between US GAAP and Canadian GAAP are described in Note 12 to the
accompanying audited financial statements.

Significant accounting policies applied in preparing Goldbelt
Resources' financial statements are set out in Note 2 to the accompanying
audited financial statements.

|                          | Year Ended | Year Ended   | Year Ended   | Year Ended   | Year Ended  
|------------------------- | ---------- | ------------ | ------------ | ------------ | ------------
|                          | June       | June         | June         | June         | June        
|                          | 30, 2003   | 30, 2002     | 30, 2001     | 30, 2000     | 30, 1999    
|Expenses                  | (164,986)  | (113,494)    | (200,720)    | (108,838)    | (628,388)   
|Other income (loss)       | 6,928      | 6,949        | 62,531       | 80,883       | (321,362)   
|Write off of interests in | -          | -            | -            | -            | (909,349)   
|mineral properties        |            |              |              |              |             
|Loss for the year         | (158,058)  | (106,545)    | (138,189)    | (27,955)     | (1,859,099) 
|Loss per share            | (0.03)     | (0.02)       | (0.03)       | (0.01)       | (0.39)      
|Total Assets              | 361,565    | 479,301      | 600,290      | 490,061      | 568,019     
|Net Assets                | 24,366     | 182,424      | 288,969      | 427,158      | 455,112     
|Dividends per share       | -          | -            | -            | -            | -           
|Deficit                   | (158,058)  | (48,194,465) | (48,087,920) | (47,949,731) | (47,921,776)
|Capital Stock             | 182,424    | 48,124,162   | 48,124,162   | 48,124,162   | 48,124,161  
|Weighted Average          | 4,655,137  | 4,655,137    | 4,655,137    | 4,655,137    | 4,731,762   
|Number of Shares          |            |              |              |              |             

For the year ended June 30, 2003, the Company's loss was
$158,058 compared with a loss of $106,545 for the corresponding prior period.
Included in the current year's results are a $30,928 foreign currency gain on
debts denominated in US dollars and a $104,354 gain with respect to shares
received as a result of the termination of the proposed acquisition of Regal
Petroleum Corporation Limited in a prior year. In addition, the Company
forfeited the deposit of $30,380 (US$20,000) made on entering into agreement
with ORI and recorded a reserve of $98,735 (US$65,000) for advances made to ORI
as there is significant uncertainty as to whether these amounts will be
collected.

The net loss of $(158,058), $(106,545), $(138,189), $(27,955)
and $(1,859,099); and net assets of $24,266, $182,424, $288,969, $427,158 and
$455,112 in fiscal 2003, 2002, 2001, 2000,and 1999 respectively, reflect the
fact that the company was on a continued

32

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maintenance basis since the disposition of its exploration
properties in Kazakhstan in 1998.

Inflation did not affect Goldbelt Resources' operating results.

Foreign currency fluctuations had a very limited negative effect on
Goldbelt Resources other income and expenses. The impact of a rising Canadian
dollar (or devaluing US dollar) could have significant effect on concentrate
product sales in the future, since all such sales are conducted in US currency,
while costs are incurred in Canadian dollars and CFA francs (Euro-based) giving
rise to potential significant foreign currency transaction exposure which could
have a significant impact on the Company's financial condition and results of
operations.

B. Liquidity and capital resources

The Company has financed its operations to date primarily through the
issuance of common shares. During the most recent financial year, no new
financings were completed. At June 30, 2003, the Company had a working capital
deficiency of $320,858. The Company continues to seek capital through various
means including the issuance of equity and/or debt. The financial statements
have been prepared on a going concern basis which assumes that the Company will
be able realize its assets and discharge its liabilities in the normal course of
business for the foreseeable future. The continuing operations of the Company
are dependent upon its ability to continue to raise adequate financing and to
commence profitable operations in the future. The Company plans to obtain
funding through further private placements and/or debt financing, and through
the potential exercise of outstanding options and warrants.

C. Research and development, patents and licenses, etc.

Not applicable.

D. Trend information

Not applicable.

E. Off-balance sheet arrangements

We have no material off-balance sheet arrangements.

F. Tabular disclosure of contractual obligations

The table below summarizes our significant contractual obligations as at June
30, 2003.

|                           | Payment due by period
|-------------------------- | ---------------------
|                           |                      
|Contractual Obligations    | Total                
|Long-Term Debt Obligations | $Nil                 
|Total                      | $Nil                 

33

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Item 6. Directors, Senior Management and Employees

A. Directors and senior management

Paul J. Morgan, 59,
Executive Chairman and a Director since March 1992, is a geologist with more
than 30 years of mining experience in third-world and developing countries. A
Fellow of the Australian Institute of Mining and Metallurgy, he built two gold
mines and a rutile/zircon mine in Australia, and is a founding director of
Gabriel Resources Ltd. He was previously President and CEO of Regal Petroleum.

Collin Ellison, 58, was appointed Chief Executive Officer of Goldbelt on
March 29, 2005. Mr. Ellison has more than 30 years experience in developing and
placing mines into production. Mr. Ellison was Project Director and Study
Manager of the Olympic Dam Project of Western Mining Corporation, General
Manager/Project Manager of the Shaimerden zinc-oxide project in Kazakhstan, and
managed the preparation of feasibility studies and established development and
infrastructure contracts for a number on mining operations worldwide.

Hemdat Sawh, 50, was appointed Chief Financial Officer of Goldbelt on
October 3, 2005. Mr. Sawh has acquired 16 years experience in the public
accounting profession culminating with the position of Principal at Grant
Thornton LLP, Chartered Accountants, where he dealt with a number of Canadian
public companies operating in the resource sector in Canada, Eastern Europe and
Africa. Mr. Sawh commenced his mining industry related career after obtaining a
B.Sc. in geology from Concordia University and a post graduate diploma in
geology from McGill University prior to obtaining his M.B.A. from York
University.

Dr. Morou Francois Ouedraogo, 49, is Chief Geologist with
more than fifteen years of expertise in the West African mining industry. He is
the co-author of the United Nations sponsored geological map of West Africa with
particular responsibility for Burkina Faso.

Paul Naughton, 57, a Director since March 1992, has founded a number of
successful companies over the years, ranging from financial services to oil and
gas exploration and mining companies. He is currently a principal in an
Australian/US Venture Capital Fund.

Brian C. Irwin, 65, Corporate Secretary and Director of
Goldbelt Resources since April 1996, is associate counsel of DuMoulin Black LLP
(Securities Law). He holds a number directorship positions mostly in the mining
sector.

Laurence D. Marsland, 51, was
appointed Director of Goldbelt Resources on March 8, 2005. Mr. Marsland has over
24 years experience in the mining industry both in management and precious
metals evaluation, development and implementation; most recently with Dundee
Precious Metals' Bulgarian mineral assets and previously with Gabriel Resources'
Rosia Montana project in Romania and a variety of other projects in Peru,
Central America and Australia.

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There are no arrangements or understandings with any major shareholders,
customers, suppliers or others, pursuant to which any person referred to above
was selected as a director or member of Goldbelt Resources' board of directors
or senior management.

B. Compensation

The following is a description of all compensation and
benefits paid or granted in kind to Goldbelt Resources' directors and members of
its administrative, supervisory and management bodies during the fiscal years
ended June 30, 2003 and 2002 for services in all capacities to the Company.

For purposes of reporting compensation and benefits under
governing Canadian securities legislation and policy and stock exchange rules,
the following terms are used:

"SAR"is an acronym for "Stock
Appreciation Right", which means a right, granted by an issuer or any of its
subsidiaries as compensation for services rendered or otherwise in connection
with office or employment, to receive a payment of cash or an issue or transfer
of securities based wholly or in part on changes in the trading price of
publicly traded securities;

"LTIP"is an acronym for "Long-term
Incentive Plan", which means any plan providing compensation intended to serve
as incentive for performance to occur over a period longer than one financial
year, whether the performance is measured by reference to financial performance
of the issuer or an affiliate of the issuer, the price for the issuer's
securities, of any other measure, but does not include option or SAR plans or
plans for compensation through restricted shares or restricted share units.

The amount of compensation paid to Goldbelt
Resources' directors and members of its administrative, supervisory or
management bodies for the last full financial year 2004 is set out below:

|Name and         | Fiscal | Annual Compensation | Long Term Compensation | All other
|---------------- | ------ | ------------------- | ---------------------- | ---------
|Principal        | Year   |                     |                        |          
|Position         | Ended  | Salary              | Bonus                  | Other    
|                 | June   | $                   | $                      | $        
|                 | 30     |                     |                        |          
|                 |        |                     |                        |          
|                 |        |                     |                        |          
|Paul J. Morgan   | 2003   | Nil                 | Nil                    | Nil      
|Chairman,        | 2002   | Nil                 | Nil                    | Nil      
|Former President | 2001   | $70,000             | Nil                    | Nil      
|& CEO            |        |                     |                        |          
|Paul Naughton    | 2003   | Nil                 | Nil                    | Nil      
|                 | 2002   | Nil                 | Nil                    | Nil      
|                 | 2001   | Nil                 | Nil                    | Nil      
|Brian C. Irwin   | 2003   | Nil                 | Nil                    | Nil      
|                 | 2002   | Nil                 | Nil                    | Nil      
|                 | 2001   | Nil                 | Nil                    | Nil      

35

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The amount of securities under options that have been issued
to Goldbelt Resources' directors and members of its administrative, supervisory
or management bodies and outstanding as at the end of fiscal 2003 is set out
below:

|Name and Principal | Common Shares under Option | Date granted | Exercise price | Expiry date
|------------------ | -------------------------- | ------------ | -------------- | -----------
|Position           |                            |              |                |            
|Paul J. Morgan     | Nil                        | N/A          | N/A            | N/A        
|Chairman, Former   |                            |              |                |            
|President & CEO    |                            |              |                |            
|Paul Naughton      | Nil                        | N/A          | N/A            | N/A        
|                   |                            |              |                |            
|Brian C. Irwin     | Nil                        | N/A          | N/A            | N/A        

The Company does not have an LTIP for its executive
officers.

As of June 30, 2005, no SARs had been granted.

A total of 1,325,000 options were granted during the last
completed financial year ended June 30, 2005. At the date of this statement
there were outstanding options in respect of a total of 4,960,000 unissued
Common Shares, all of which were held by directors and members of the Company's
administrative, supervisory or management bodies.



C. Board practices

1.Term of Office

Under Goldbelt Resources' Articles the office of director
expires at each annual meeting of shareholders. A director holds office as such
until the next annual meeting of shareholders when he/she may stand for
re-election. The Board of Directors as a group determines in advance of each
annual meeting of shareholders who will be put forward for re-election. See item
6.A for the period during which each director has served in that capacity.

Under the Business Corporations Act (Yukon) annual meetings of
shareholders are required to be held in every calendar year and not longer than
15 months after the last annual meeting of shareholders.

2.Service Contracts

No directors have service contracts providing for benefits
upon termination of employment.

3.Audit Committee and Remuneration Committee

The Company has an executive compensation and corporate
governance committee, which reviews executive remuneration.

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The audit committee consists of three directors: Brian C.
Irwin, Paul Naughton and Laurence D. Marsland. Paul Naughton and Lawrence D.
Marsland are independent directors.Audit Committee Charter

The Audit Committee (the "Committee") is a standing committee
of the Board of Directors (the "Board") of the Company charged with assisting
the Board in fulfilling its responsibility to the shareholders and investment
community. Its role is to:
(a) serve as an independent and objective party to oversee the
Company's accounting and financial reporting processes, internal control system
and audits of its financial statements;
(b) review and appraise the audit efforts of the Company's
external auditors; and
(c) provide an open avenue of communication among the external
auditors, financial and senior management and the Board.
Committee Membership

The Board of the Company shall annually appoint a minimum of
three directors to the Committee all of whom shall be directors of the Company
who are, to the extent practicable, independent of management and free from any
material relationship that, in the opinion of the Board, would interfere with
the director's exercise of independent judgement as a member of the Committee.
All members of the Committee must be financially literate, or
if not financially literate at the time of their appointments, must become so
within a reasonable period of time following their appointments. For the
purposes of this Charter, the definition of "financially literate" is the
ability to read and understand a balance sheet, an income statement and a cash
flow statement. The definition of "accounting or related financial management
expertise" is the ability to analyze and interpret a full set of financial
statements, including the notes attached thereto, in accordance with Canadian
generally accepted accounting principles.
Members of the Committee shall be appointed at the first
meeting of the Board of Directors typically held following the Annual General
Meeting of the Company.
A member may resign from the Committee and may
be removed and replaced at anytime by the Board of Directors. A member of the
Committee will automatically cease to be a member at such time as that
individual ceases to be a director of the Company.
Chair of the Committee

The Board shall in each year appoint a Chair
of the Committee from among the members of the Committee. In the Chair's
absence, or if the position is vacant, the Committee may select another member
to act as interim Chair.
37

The Chairman of the Audit Committee has the responsibility to
ensure that the Committee executes its mandate to the satisfaction of the Board.

Specific Role and Responsibilities

In cooperation with the Chief Financial Officer, the Chairman
of the Audit Committee will:

- 

38

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Work with the Executive Compensation and Corporate
  Governance Committee in the evaluation of the performance of the CFO and the
  review and establishment of his individual objectives.

Responsibilities

The Committee is responsible to:

> Audit

(a) make recommendations to the Board regarding the
  selection and compensation of the external auditor to be engaged to prepare or
  issue an auditor's report or perform other audit, review or attest services
  for the Company who shall report directly to the Committee;

(b) obtain and review a report from the external auditor at
  least annually regarding:

> (i) the external auditor's internal quality-control
>     procedures;
>     (ii) any material issues raised by the most recent
>     internal quality-control review, or peer review, of the external audit firm,
>     or by any inquiry or investigation by governmental or professional
>     authorities within the preceding five years respecting one or more
>     independent audits carried out by the firm;
>     (iii) any steps taken to deal with any such issues; and
>     (iv) all relationships between the external auditor and
>     the Company including non-audit services,

(c) evaluate the qualifications, performance and
  independence of the external auditor, including considering whether the
  external auditor's quality controls are adequate and the provision of
  permitted non-audit services is compatible with maintaining the auditor's
  independence, taking into account the opinions of management and, internal
  auditors and to present its conclusions with respect to the external auditor
  to the Board;

(d) satisfy itself of the rotation of the audit partners as
  required by law and consider whether, in order to assure continuing auditor
  independence, it is appropriate to adopt a policy of rotating the external
  auditing firm on a regular basis;

39

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> (e) meet with the external auditor and financial management
>   of the Company to review the scope of the proposed audit for the current year
>   and the audit procedures to be used;
>   (f) oversee the work of the external auditor
>   engaged to prepare or issue an auditor's report or perform other audit, review
>   or attest services for the Company, including the resolution of any
>   disagreements between management and the external auditor regarding financial
>   reporting;
>   (g) pre-approve all non-audit services to be provided to the
>   Company or any of its subsidiaries by the Company's external auditor;
>   (h) review the performance of the external auditors;
>   (i) review with management and the external auditors:
>   (i) the Company's audited financial statements and
>     footnotes, MD&A and any annual or interim earnings press releases before the
>     Company publicly discloses this information;
>     (ii) any significant changes required in the external
>     auditors' audit plan and any serious difficulties or disputes with
>     management encountered during the course of the audit; and
>     (iii) other matters related to the conduct of the audit
>     that are to be communicated to the Committee under generally accepted
>     auditing standards,
>   (j) satisfy itself that the Company's annual audited
>   financial statements are fairly presented in accordance with applicable
>   Canadian generally accepted accounting principles and recommend to the Board
>   whether the annual financial statements should be approved and included in the
>   Company's Annual Report;
>   (k) review with the external auditors and management the
>   quality of the Company's accounting principles as applied in its financial
>   reporting process and any proposed changes in accounting principles;
>   (l) satisfy itself that the Company has implemented
>   appropriate systems of internal control over accounting, financial reporting
>   and the safeguarding of the Company's assets and other "risk management"
>   functions (including the identification of significant risks and the
>   establishment of appropriate procedures to manage those risks and the
>   monitoring of corporate performance in light of applicable risks) affecting
>   the Company's assets, management and financial and business operations and
>   that these are operating effectively;

40

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> (m)establish procedures for the receipt, retention and
>   treatment of complaints received by the Company regarding accounting, internal
>   accounting controls, or auditing matters and for the confidential, anonymous
>   submission by the Company's employees of concerns regarding questionable
>   accounting or auditing matters.
>   (n) review and approve the Company's hiring policies
>   regarding partners, employees and former partners and employees of the present
>   and former external auditor of the Company; and
>   (o) perform any other activities consistent
>   with this Charter, the Company's By-Laws and governing law, as the Committee
>   or the Board deems necessary or appropriate.

The Committee may delegate to one or more
independent members the authority to preapprove non-audit services in
satisfaction of Section 4.1(g) above, provided that the pre-approval by any
member to whom authority has been delegated must be presented to the Committee
at its first scheduled meeting following such pre-approval.

Meetings

The Chairman will appoint a secretary who will keep minutes of
all meetings (the "Secretary"). The Secretary does not have to be a member of
the Committee or a director and can be changed by simple notice from the Chair.

No business shall be transacted by the Committee unless a
quorum of the Committee is present or the business is transacted by resolution
in writing signed by all members of the Committee. A majority of the Committee
shall constitute a quorum, provided that if the number of members of the
Committee is an even number, one half of the number of members plus one shall
constitute a quorum.

The Committee shall meet as often as it deems necessary to
carry out its responsibilities but not less frequently than quarterly.

The time at which, and the place where the meetings of the
Committee shall be held, and the procedure in all respects of such meetings
shall be determined by the Committee, unless otherwise provided for in the
articles of association of the Company or otherwise determined by resolution of
the Board.

Meetings may be held in person, by teleconferencing or by
videoconferencing.

Any decision made by the Committee shall be determined by a
majority vote of the members of the Committee present. A member will be deemed
to have consented to any resolution passed or action taken at a meeting of the
Committee unless the member dissents.

41

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Minutes of the Committee will be kept by the Secretary. The approved minutes
of the Committee shall be circulated to the Board forthwith and shall be duly
entered in the books of the Company.

Access to Management and Outside Advisors

The Committee shall have full, free and unrestricted access to
management and employees and to the relevant books and records of the Company.

The Committee may invite such other persons (i.e. the CEO,
CFO, Controller) to its meetings, as it deems necessary.

The Committee shall have the authority to

> (a) retain independent legal, accounting or other relevant
>   advisors as it may deem necessary or appropriate to allow it to discharge its
>   responsibilities; and
>   (b) set and pay the compensation of any such advisors, at
>   the expense of the Company.

Any advisors retained shall report directly to the Committee.

Reporting Requirements

The Committee shall make regular reports to the Board
following meetings of the Committee.

Annual Review and Assessment

The Committee shall review and assess the adequacy of this
Charter annually and recommend any proposed changes to the Board for approval.

The performance of the Committee shall be reviewed annually by
the Company's Corporate Governance Committee.

Remuneration

The members of the Committee shall be entitled to receive such
remuneration for acting as members of the Committee as the Board may from time
to time determine.

D. Employees

At fiscal year end 2003 the Company had no employees. The Company engages
consultants or service firms to attend to requirements on a fee-for-services
basis.

E. Share Ownership

The following sets forth the share ownership and options held
by Goldbelt Resources' directors and members of its administrative, supervisory
and management bodies as at

42

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December 31, 2005. Percentages are based on there being
34,155,617 Common Shares outstanding at December 31, 2005. All shares are of the
same class with the same voting rights.

|                    | Common Share Holdings | Options to Purchase Common Shares
|------------------- | --------------------- | ---------------------------------
|                    |                       | Percentage                       
|Name and            | Number of             | of all                           
|Position with the   | Shares Held           | Issued                           
|Company             |                       | Shares                           
|Paul J. Morgan,     | 2,470,000             | 7.23%                            
|Executive Chairman  |                       |                                  
|and Director        |                       |                                  
|                    |                       |                                  
|Paul G. Naughton,   | 520,400               | 1.5%                             
|Director            |                       |                                  
|                    |                       |                                  
|                    |                       |                                  
|Brian C. Irwin      | 105,000               | <1%                              
|Secretary and       |                       |                                  
|Director            |                       |                                  
|                    |                       |                                  
|Laurence D.         | 17,000                | <1%                              
|Marsland            |                       |                                  
|Director            |                       |                                  
|Elizabeth A. Martin | Nil                   | Nil                              
|Collin Ellison, CEO | Nil                   | Nil                              
|Hemdat Sawh, CFO    | Nil                   | Nil                              
|Morou Francois      | Nil                   | Nil                              
|Ouedraogo, Chief    |                       |                                  
|Geologist, West     |                       |                                  
|Africa              |                       |                                  

Stock Option Plan

The Company has a stock option plan whereby, from time to time
at the discretion of the Board of Directors, stock options for shares of
Goldbelt's common stock are granted to directors, officers, employees and
certain consultants. The exercise price of each option is based on the market
price of the Company's common stock at the date of grant less an applicable
discount, subject to a minimum price of $0.10. The options can be granted for a
maximum term of 5 years.

Item 7. Major Shareholders and Related Party Transactions

A.

The Company is authorized to issue 100,000,000 common shares
without par value. At June 30, 2003 the Company had outstanding 4,655,137 common
shares. There are no disproportionate or weighted voting privileges attaching to
any shares of the Company.

Goldbelt's securities are recorded on the books of its
transfer agent in registered form. The majority of such shares are registered in
the name of intermediaries such as brokerage houses and clearinghouses on behalf
of their respective clients. Goldbelt does

43

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not have knowledge of the beneficial owners thereof. As of
November 30, 2005 and to the knowledge of the directors and senior officers of
the Company, the only persons who beneficially own, directly or indirectly, or
exercise control or direction over voting securities carrying more than 5% of
the voting rights attached to any class of voting securities of the Company
areas follows:

|Name                        | Number of Common Shares | Percentage
|--------------------------- | ----------------------- | ----------
|CDS & Co.                   | 13,248,699              | 39.70%    
|Resolute Limited            | 7,529,412               | 22.04%    
|Dundee Precious Metals Inc. | 5,000,000               | 13.73%    
|CEDE & Co.                  | 2,470,739               | 7.23%     
|Paul J. Morgan              | 2,470,000               | 7.23%     
|KMN Trustees Limited        | 2,000,000               | 5.86%     

Significant changes in shareholdings over the past 5 years are as follows:

|               | Year      | Year      | Year      | Year      | Year     
|-------------- | --------- | --------- | --------- | --------- | ---------
|               | Ended     | Ended     | Ended     | Ended     | Ended    
|               | June      | June      | June      | June      | June     
|               | 30, 2003  | 30, 2002  | 30, 2001  | 30, 2000  | 30, 1999 
|CDS & Co.      | 1,664,686 | 1,664,686 | 1,664,686 | 1,664,686 | 1,664,686
|               | 35.76%    | 35.76%    | 35.76%    | 35.76%    | 35.76%   
|CEDE & Co.     | 2,009,777 | 2,009,777 | 2,009,777 | 2,009,777 | 2,009,777
|               | 43.17%    | 43.17%    | 43.17%    | 43.17%    | 43.17%   
|Paul J. Morgan | 370,400   | 370,400   | 370,400   | 370,400   | 370,400  
|               | 7.9%      | 7.9%      | 7.9%      | 7.9%      | 7.9%     

At December 31, 2005 there were a total of 165 registered
shareholders of Goldbelt Resources. Of a total 165 shareholders of record, 24
were Canadian holders of an aggregate 18,756,421 common shares, 129 were US
shareholders of an aggregate of 2,528,734.

To the knowledge of Goldbelt Resources it is not controlled
directly or indirectly by another corporation, any foreign government or by any
other natural or legal person(s) severally or jointly.

Goldbelt Resources is not aware of any arrangements, the
operation of which may at a later date result in a change in control of the
Company.

B.

The Company entered into the following transactions with
related parties not disclosed elsewhere:

44

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a) At June 30, 2003, the Company owed $302,033
(2002 - $288,666; 2001 - $294,430) to directors, which are included within
accounts payable and accrued liabilities.

b) At June 30, 2003, the Company had a prepaid expense amount
of $378 (2002 - $2,311; 2001 - $8,506) from funds advanced to a director related
entity as a prepayment for disbursements.

d) The following table discloses the related party
transactions for the financial years as follows:

|          | Services           | Year Ended | Year Ended | Year Ended | Year Ended | Year Ended
|--------- | ------------------ | ---------- | ---------- | ---------- | ---------- | ----------
|          |                    | June 30    | June30,    | June 30,   | June30,    | June 30,  
|          |                    | 2003       | 2002       | 2001       | 2000       | 1999      
|Director  | Professional fees  | 37,868     | 25,891     | 50,731     |            |           
|related   |                    |            |            |            | 32,888     | 49,932    
|entities  |                    |            |            |            |            |           
|Directors | Consulting         | 12,912     | -          | 30,621     | 13,117     | 10,676    
|Director  | Salary             | -          | -          | -          | -          | 175,160   
|Director  | Settlement costs  | -          | -          | 106,400    | -          | -         
|          | fees               |            |            |            |            |           
|Director  | Settlement costs  | -          | -          | 181,210    | -          | -         
|          | expenses           |            |            |            |            |           

C. Interests of experts and counsel

Not applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

See Item 17: Financial Statements

There are no legal or arbitration proceedings in process,
pending or threatened against the Company.

B. Significant Changes

On March 3, 2005, the Company completed the acquisition (the
"Acquisition") of the subsidiaries of Resolute and a concurrent private
placement of 16,000,000 units at $0.50 per unit for gross proceeds of
$8,000,000.

The subsidiaries were acquired in consideration for $1,873,350
(US$1,500,000) on closing, $1,951,056 (US$1,573,686) on or before January 31,
2006, 7,529,412 common shares of the Company and 7,529,412 common share purchase
warrants valued at $3,764,706. Included in the warrants are 1,882,353
exercisable at $0.50 until March 3,

45

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2007, 1,882,353 exercisable at $0.65 until March 3, 2007 and
3,764,706 exercisable at $0.65 until September 3, 2006. The Company also paid
due diligence costs $330,035 (US$250,000) and issued 250,000 units valued at
$125,000 consisting of one common share and one-half of one common share
purchase warrant. Each whole warrant entitles the holder to acquire an
additional common share at $1.00 until March 3, 2007.

The amount due to Resolute Mining Limited as at June 30, 2005
of $1,933,588 (US$1,573,686) is non interest bearing and due on January 31,
2006.

In accordance with the acquisition agreement, the Company is
required to raise, by January 31, 2006, a minimum of $10,625,000 by way of one
or more private placements of which $8,000,000 was raised in fiscal 2005.
Contemporaneously with the private placements, the Company will also be required
to issue additional common shares and common share purchase warrants to
Resolute.

Item 9. The Offer and Listing

A. Offer and listing details

The Company is a reporting issuer in British Columbia,
Alberta, Ontario and the United States, and is a multiple jurisdiction filer
with SEDAR and an EDGAR filer. Goldbelt common shares are listed on the TSX
Venture Exchange (the TSXV) under the symbol "GLD".

The following is the price history of the Company's stock on
the TSXV:

(a) for the seven most recent full financial years

|Last Five Full Fiscal Years | High ($) | Low ($) 
|--------------------------- | -------- | --------
|June 30, 2005               | 0.89     | 0.25    
|June 30, 2004               | 0.90     | 0.03    
|June 30, 2003               | .09      | .03     
|June 30, 2002               | 0.15     | 0.05    
|June 30, 2001               | 0.30     | 0.20    
|June 30, 2000               | No trade | No trade
|June 30, 1999               | No trade | No trade

(b)

|Year 2005 Fiscal Quarters | High ($) | Low ($) | Year 2004 Fiscal Quarters | High ($) | Low ($)
|------------------------- | -------- | ------- | ------------------------- | -------- | -------
|July 1 to September 30    | 0.56     | 0.26    | July 1 to September 30    | 0.06     | 0.03   
|October 1 to December 31  | 0.50     | 0.25    | October 1 to December 31  | 0.18     | 0.05   
|January 1 to March 31     | 0.89     | 0.36    | January 1 to March 31     | 0.50     | 0.11   
|April 1 to June 30        | 0.79     | 0.46    | April 1 to June 30        | 0.90     | 0.35   

46

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|                          |          |          |                           |          |         
|------------------------- | -------- | -------- | ------------------------- | -------- | --------
|Year 2003 Fiscal Quarters | High ($) | Low ($)  | Year 2002 Fiscal Quarters | High ($) | Low ($) 
|July 1 to September 30    | 0.09     | 0.03     | July 1 to September 30    | 0.11     | 0.07    
|October 1 to December 31  | 0.06     | 0.05     | October 1 to December 31  | 0.10     | 0.05    
|January 1 to March 31     | No trade | No trade | January 1 to March 31     | 0.10     | 0.06    
|April 1 to June 30        | No trade | No trade | April 1 to June 30        | 0.15     | 0.06    
|                          |          |          |                           |          |         
|                          |          |          |                           |          |         
|                          |          |          |                           |          |         
|                          |          |          | Year 2000 and 1999        |          |         
|Year 2001 Fiscal Quarters | High ($) | Low ($)  | Fiscal Quarters           | High ($) | Low ($) 
|July 1 to September 30    | No trade | No trade | July 1 to September 30    | No trade | No trade
|October 1 to December 31  | No trade | No trade | October 1 to December 31  | No trade | No trade
|January 1 to March 31     | No trade | No trade | January 1 to March 31     | No trade | No trade
|April 1 to June 30        | 0.30     | 0.20     | April 1 to June 30        | No trade | No trade

(c)

|Most Recent Six Months | High ($) | Low ($)
|---------------------- | -------- | -------
|July 2005              | 0.66     | 0.61   
|August 2005            | 0.73     | 0.55   
|September 2005         | 0.68     | 0.46   
|October 2005           | 0.71     | 0.55   
|November 2005          | 0.69     | 0.55   
|December 2005          | 0.70     | 0.62   

See Item 4.A.1. for discussion of trading suspensions relating to Goldbelt's
common shares.

B. Plan of distribution

Not applicable.

C. Markets

See Item 9.A. for discussion of the market for Goldbelt's securities.

D. Selling shareholders

Not applicable.

47

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E. Dilution

Not applicable.

F. Expenses of the issue

Not applicable.

Item 10. Additional Information

A. Share capital

Not applicable.

B. Memorandum and articles of association

1. Goldbelt was incorporated under the Company Act (British Columbia) on July
23,

1976 as a specially limited company with the name of Goldbelt
Mines Inc. (Non-Personal Liability), converted to a limited company pursuant to
the Company Act (British Columbia) with the name Goldbelt Mines Inc. on October
5, 1984, amalgamated with North American Metal Corporation on October 22, 1984
as one company with the name Goldbelt Mines Inc., changed its name to Goldbelt
Resources Ltd. on July 15, 1991 and amalgamated with Comptoir International du
Commerce Ltee on July 9, 1997 as one company with the name Goldbelt Resources
Ltd. In August 2001 the Company continued its corporate jurisdiction into Yukon
Territory.

On December 7, 2005, the Company received
approval from its shareholders to continue its corporate jurisdiction into the
Province of British Columbia. This application is pending.

Under the Yukon Business Corporations Act, Goldbelt Resources
is permitted to conduct any lawful business that it is not restricted from
conducting by its memorandum and articles, neither of which contain any
restriction on the business the Company may conduct.

2. A director who, in any way, directly or indirectly, is
interested in a proposed contract or transaction with the Company must disclose
in writing the nature and extent of the director's interest at a meeting of
directors and abstain from voting on approval of the matter. The Articles of the
Company permit an interested director to be counted in the quorum and the Yukon
Business Corporations Act provides that a director of a company is not deemed to
be interested in a proposed contract or transaction merely because the proposed
contract or transaction relates, among other things, to an indemnity, liability
insurance or the remuneration of a director in that capacity. Hence, directors
can vote compensation to themselves or any of their members. The board of
directors has an unlimited power to borrow, issue debt obligations and to charge
the assets of the Company, provided only that such power is exercised bona fide
and in the best interests of the Company. There is no mandatory retirement age
for directors. A director is not required to have any share qualification.

48

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3. The Company has only one class of common shares, without
any special rights or restrictions. The dividend entitlement of a shareholder of
record is fixed at the time of declaration by the board of directors. A vested
dividend entitlement does not lapse, but unclaimed dividends are subject to a
statutory six year contract debts limitation. Each common share is entitled to
one vote on the election of each director. There are no cumulative voting
rights, in consequence of which a simple majority of votes at the annual meeting
can elect all the directors of the Company. Each common share carries with it
the right to share equally with every other common share in dividends declared
and in any distribution of surplus assets of the Company after payment to
creditors on any winding up, liquidation or dissolution. There are no sinking
fund provisions. All common shares must be fully paid prior to issue and are
thereafter subject to no further capital calls by the Company. There exists no
discriminatory provision affecting any existing or prospective holder of common
shares as a result of such shareholder owning a substantial number of shares.

4. Under the Yukon Business Corporations Act, the rights of
shareholders may be changed only by the shareholders passing a special
resolution approved by 75% of the votes cast at a general meeting of the
Company, the notice of which is accompanied by a circular describing the
proposed action and its effect on the shareholders. Shareholders representing
10% of the Company who vote against such a resolution may apply to the Court to
set aside the resolution and the Court may set aside, affirm or affirm and order
the Company to purchase the shares of any member at a price determined by the
Court.

5. The Board of Directors must call an annual general meeting
once in each calendar year and not later than 15 months after the last such
meeting. The Board may call an extraordinary general meeting at any time. Notice
of such meetings must be accompanied by an information circular describing the
proposed business to be dealt with and making disclosures as prescribed by
statute. A shareholder or shareholders having in the aggregate 5% of the issued
shares of the Company may requisition a meeting and the Board is required to
hold such meeting within four months of such requisition. Admission to such
meetings is open to registered shareholders and their duly appointed proxies.
Others may be admitted subject to the pleasure of the meeting.

6. The memorandum and articles of the Company contain no
limitations on the rights of non-resident or foreign shareholders to hold or
exercise rights on the shares of the Company.

There is no limitation at law upon the right of a non-resident
to hold shares in a Canadian company. However, the Investment Canada Act
(Canada) requires certain non-Canadian individuals, governments, corporations,
agencies or entities who wish to acquire 'a Canadian business' or to establish
'a new Canadian business' as those terms are defined in that Act, to file a
notification or an application for review with Investment Canada, a Canadian
federal governmental agency. The Investment Canada Act requires that certain
acquisitions of control of a Canadian business by a non-Canadian must be
reviewed by the Minister responsible for the Act and approved on the basis that
the Minister is satisfied that the acquisition is likely to be of net benefit to
Canada, having regard to the criteria set forth in the Act. The Act makes the
acquisition of control a reviewable event.

49

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The Act sets out detailed rules for determining whether
control has been acquired. The acquisition of one-third or more of the voting
shares of a corporation may, in some circumstances, be deemed to constitute
acquisition of control. A reviewable acquisition of control may not be
implemented before being approved by the Minister. If not ultimately approved, a
reviewable acquisition that has been completed may be subject to an order to
divest, enforceable by injunction or a court order directing disposition of
assets or shares.

7. There are no provisions in Goldbelt Resources' memorandum
and articles that would have an effect of delaying, deferring or preventing a
change in control of the Company and that would operate only with respect to a
merger, acquisition or corporate restructuring involving the Company or any of
its subsidiaries.

8. There is no provision in the Company's articles setting a
threshold or requiring or governing disclosure of shareholder ownership above
any level. Securities Acts, regulations and the policies and rules thereunder in
the Provinces of Ontario, Alberta and British Columbia, where the Company is a
reporting company, require any person holding or having control of more than 10%
of the issued shares of the Company to file insider returns disclosing such
share holdings.

9. The Company's articles and other constituent documents do
not contain provisions governing changes in capital that are more stringent than
required by law.

C. Material Contracts

The Company entered into an agreement dated January 30, 2004
and amended and restated November 19, 2004, with Resolute of Perth, Australia,
an Australian Stock Exchange listed company, to acquire Resolute's 100% owned
subsidiaries, RWA and WRASA, the primary assets of which are exploration
properties in Burkina Faso.

The subsidiaries were acquired in consideration for $1,873,350
(US$1,500,000) on closing, $1,951,056 (US$1,573,686) due on or before January
31, 2006, 7,529,412 common shares of the Company and 7,529,412 common share
purchase warrants valued at $3,764,706. Included in the warrants are 1,882,353
exercisable at $0.50 until March 3, 2007, 1,882,353 exercisable at $0.65 until
March 3, 2007 and 3,764,706 exercisable at $0.65 until September 3, 2006. The
Company also paid due diligence costs $330,035 (US$250,000) and issued 250,000
units valued at $125,000 consisting of one common share and one-half of one
common share purchase warrant. Each whole warrant entitles the holder to acquire
an additional common share at $1.00 until March 3, 2007.

D. Exchange controls

There are no governmental laws, decrees, regulations or other legislation in
Canada that affect the export or import of capital, including the availability
of cash or cash equivalents for use by the Company, or the remittance of
dividends, interest or other payments to nonresident holders of the Company's
shares.

E. Taxation

50

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The following information concerning the Canadian taxes to
which a non-resident of Canada may be subject is of a general nature only. A
shareholder or a person considering an investment in the Company's shares should
consult their tax advisers and accountants or tax counsel as to how and to what
extent the tax laws and rules of both Canada and of the shareholder's or
potential investor's own country will or may affect such holdings or investment
decision.

Canadian federal tax legislation generally requires a 25%
withholding from dividends paid or deemed to be paid to the Company's
non-resident shareholders. Under the tax treaty with the United States, this
withholding rate is reduced to 15%. Stock dividends paid to non-residents of
Canada are subject to withholding tax at the same rate. For tax purposes, the
amount of a stock dividend would generally be equal to the amount by which
stated capital is increased by the payment of such dividend. In either event,
the Company will provide further information at the time, if such dividend is
paid. Interest paid or deemed to be paid on any debt security of the Company
held by a non-resident of Canada may also be subject to withholding, depending
upon the terms and conditions of the security and the applicable tax treaty.

Unless a US shareholder owned more than 25% of the Company's
issued shares or was not dealing at arm's length with the Company, capital gains
derived from disposition of shares of the Company would likely be exempt from
tax in Canada by virtue of the Canada-US tax Treaty.

Tax consequences depend upon each investor's individual
circumstances and should be determined in consultation with the investor's own
tax counsel.

F. Dividends and paying agents

Not applicable.

G. Statement by experts

Not applicable.

H. Documents on display

The Company's annual and periodic reports filed with the U.S. Securities and
Exchange Commission may be inspected and copied at the Commission's public
reference facilities in Room 5080, 100F Street, N.E., Washington, D.C., 20549,
and at the regional offices of the Commission. The Commission may be reached at
1-800-SEC-0330 for further information on the public reference rooms. These
Commission filings are also available to the public from commercial document
retrieval services. Reports furnished by the Company with the Commission since
November 26, 2002 are also maintained electronically on the Commission's
website, www.sec.gov.

I. Subsidiary Information

Not applicable.

51

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Item 11. Quantitative and Qualitative Disclosures About Market
Risk.

Not applicable.

Item 12. Description of Securities Other than Equity
Securities

Not applicable

PART 2

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

Disclosure Controls and Procedures. Our principal executive officer and principal financial
officer, after evaluating the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of June
30, 2003, have concluded that, as at such date, our disclosure controls and
procedures were not wholly effective in timely alerting them to material
information relating to us required to be disclosed in our reports filed or
submitted under the Exchange Act. However, in connection with the preparation of
this document, the Company has instituted controls and procedures to enable it
to disclose information required to be disclosed by the Company on a timely
basis.

Notwithstanding the foregoing, there can be no
assurance that our disclosure controls and procedures will detect or uncover all
failures within our company to disclose all material information otherwise
required to be set forth in our periodic reports.

Changes in Internal Control Over Financial Reporting. There was no change in
our internal control over financial reporting that occurred during the period
covered by this report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

Item 16A. Audit Committee Financial Expert.

Goldbelt's board of directors has determined that Brian Irwin is an "audit
committee financial expert". Brian Irwin is independent as that term is defined
under the rules and regulations of the New York Stock Exchange.

Item 16B. Code of Ethics.

We have adopted a code of ethics that applies to our Chief
Executive Officer, Chief Financial Officer and Corporate Controller. We have
also adopted a code of ethics that applies to all of our officers and employees.
The codes are filed as exhibits to this annual report on Form 20-F. Copies of
the codes will be provided to any person without charge

52

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upon such person's request in writing to our Chief Financial Officer at the
address set forth on the cover of this annual report on Form 20-F.

Item 16C. Principal Accountant Fees and Services

Not applicable.

Item 16D. Exemptions from the Listing Standards for Audit
Committees.

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and
Affiliated Purchasers.

Not applicable

PART 3

Item 17. Financial Statements

The Company's financial statements are attached hereto as itemized under Item
19(A) and are incorporated herein by reference. The financial statements were
prepared in accordance with generally accepted accounting principles in Canada
and are reconciled to United States generally accepted accounting principles as
described in the auditor's report and in Note 12 to the financial
statements. All figures are expressed in Canadian dollars.

Item 18. Financial Statements

Not applicable.

Item 19. Exhibits

A. Financial Statements

> (i) Auditors' Report.
>   (ii) Consolidated Balance Sheets as at June 30, 2002 and
>   2003.
>   (iii) Consolidated Statements of Operations
>   and Deficit for the years ended June 30, 2001, 2002 and 2003.
>   (v) Consolidated Statements of Cash Flows
>   for the years ended June 30, 2001, 2002 and 2003.
>   (vi) Notes to the Financial Statements.

53

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B.
Exhibits

|Exhibit | Description of Exhibit                                                                                                                                               
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                      
|1.1*    | Articles of Continuance                                                                                                                                              
|1.2*    | By-laws                                                                                                                                                              
|4.1*    | Brian C. Wilson consulting agreement                                                                                                                                 
|4.2*    | Amended and Restated Share Purchase Agreement,
    dated as of November 19, 2004, among Associated Gold Fields N.L., Resolute
    Limited and Goldbelt Resources Ltd.
|8.1*    | List of significant subsidiaries                                                                                                                                     
|11.1*   | Code of Conduct for Chief Executive and Senior
    Financial Officers                                                                                                
|11.2*   | Code of Conduct for Officers and Employees                                                                                                                           
|12.1**  | Certification of Chief Executive Officer required
    by 17 CFR 240.13a-14(a)                                                                                        
|12.2**  | Certification of Chief Financial Officer required
    by 17 CFR 240.13a-14(a)                                                                                        
|13.1**  | Certification of Chief Executive Officer required
    by 17 CFR 240.13a-14(b) and 18 U.S.C. 1350                                                                     
|13.2**  | Certification of Chief Financial Officer required
    by 17 CFR 240.13a-14(b) and 18 U.S.C. 1350                                                                     

* Incorporated by reference to the Registrant's Form 20-F for
the fiscal year ended June 30, 2005, filed with the Securities and Exchange
Commission on January 19, 2006.

** Filed herewith.

54

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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.

|                       | GOLDBELT RESOURCES LTD.
|---------------------- | -----------------------
|                       |                        
|                       | /s/ Colin Ellison      
|                       | Collin Ellison, CEO    
|Date: January 19, 2006 |                        

55

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GOLDBELT RESOURCES LTD. 
JUNE 30, 2003



---

Reports and ConsolidatedFinancial Statements ofGOLDBELT RESOURCES LTD.As at June 30, 2003 and June 30, 2002 and for the three year period ended
June 30, 2003

---

Management's Responsibility for Financial Reporting

The accompanying consolidated financial statements of the
Company have been prepared by management in accordance with Canadian generally
accepted accounting principles, and contain estimates based on management's
judgment. A system of internal control is maintained to provide reasonable
assurance that financial information is accurate and reliable.
The Company's independent auditors, J.M. Tucker Inc., are appointed by its
shareholders to conduct an audit in accordance with Canadian generally accepted
auditing standards and with the standards of the Public Accounting Oversight
Board (United States) to allow them to express an opinion on the financial
statements.
The Audit Committee of the Board of Directors, which is
composed of a majority of independent directors, has met with the Company's
independent auditor to review the scope and results of the annual audit, and to
review the consolidated financial statements and related financial reporting
matters prior to submitting the consolidated financial statements to the Board
for approval.

|(signed) Paul J. Morgan | Director | (signed) Brian C. Irwin | Director
|----------------------- | -------- | ----------------------- | --------

Vancouver, British Columbia 
November 14, 2003

---



|                 |                       | 3630 Triumph St., Vancouver,
    BC,
|---------------- | --------------------- | ------------------------------------
|                 | CHARTERED ACCOUNTANTS | Canada V5K 1V3                      
|                 |                       | Telephone 604 299-3333              
|                 |                       | Facsimile 604 299-2212              
|                 |                       | E-mail jacqueline_tucker@telus.net  
|J.M. TUCKER INC. |                       |                                     

AUDITORS' REPORT TO THE SHAREHOLDERS

We have audited the consolidatedbalance sheets of
Goldbelt Resources Ltd. as at June 30, 2003 and June 30, 2002 and the
consolidatedstatements of operations and deficit and cash flows for the
three year period ended June 30, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, these consolidatedfinancial
statements present fairly, in all material respects, the financial position of
the Company as at June 30, 2003 and June 30, 2002, the results of its operations
and its cash flows for the three year period ended June 30, 2003 in accordance
with Canadian generally accepted accounting principles.

(signed) J.M. Tucker Inc.

Chartered Accountant

Vancouver, British Columbia 
November 10, 2003

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

In the United States, reporting standards for auditors
require the addition of an explanatory paragraph (following the opinion
paragraph) when the financial statements are affected by conditions and events
that cast substantial doubt on the Company's ability to continue as a going
concern, such as that referred to in the attached consolidated balance sheets as
at June 30, 2003 and June 30, 2002 and described in note 1 of the consolidated
financial statements. Our report to shareholders dated November 10, 2003 is
expressed in accordance with Canadian reporting standards, which do not permit a
reference to such events and conditions in the auditor's report when the
uncertainty is adequately disclosed in the financial statements.

(signed) J.M. Tucker Inc.

Chartered Accountant

Vancouver, British Columbia 
November 10, 2003

---



|GOLDBELT RESOURCES
    LTD.                     |   |           |   |             
|----------------------------------------------- | - | --------- | - | ------------
|Consolidated
    Balance Sheet                  |   |           |   |             
|As at June 30,                                  |   |           |   |             
|                                                |   | 2003      |   | 2002        
|                                                |   |           |   |             
|(Expressed in Canadian
    dollars)             |   |           |   |             
|                                                |   |           |   |             
|ASSETS                                          |   |           |   |             
|                                                |   |           |   |             
|Current                                         |   |           |   |             
|Cash and cash equivalents                       | $ | 12,325    | $ | 233,796     
|Accounts receivable                             |   | 1,462     |   | 388         
|Prepaid expenses
    and other                  |   | 2,554     |   | 4,247       
|                                                |   |           |   |             
|                                                |   | 16,341    |   | 238,431     
|Investments(notes 3 &4)                         |   | 345,224   |   | 240,870     
|                                                |   |           |   |             
|                                                | $ | 361,565   | $ | 479,301     
|                                                |   |           |   |             
|LIABILITIES                                     |   |           |   |             
|                                                |   |           |   |             
|Current                                         |   |           |   |             
|Accounts payable
    and accrued liabilities    | $ | 337,199   | $ | 296,877     
|                                                |   |           |   |             
|SHAREHOLDERS'
    EQUITY                        |   |           |   |             
|                                                |   |           |   |             
|Capital stock
    (note 5)                      |   | 182,424   |   | 48,124,162  
|Contributed surplus(note 6)                     |   | -         |   | 252,727     
|Deficit                                         |   | (158,058) |   | (48,194,465)
|                                                |   |           |   |             
|                                                |   | 24,366    |   | 182,424     
|                                                |   |           |   |             
|                                                | $ | 361,565   | $ | 479,301     
|                                                |   |           |   |             
|Continuing operations
    (note 1)              |   |           |   |             
|Significant and
    subsequent events (note 11) |   |           |   |             

Approved on behalf of the Board:

|(signed) Paul J. Morgan | Director | (signed) Brian C. Irwin | Director
|----------------------- | -------- | ----------------------- | --------

|                                                    |   | 
|--------------------------------------------------- | - | 
|                                                    |   | 
|See notes to
    consolidated financial statements. | 3 | 

---



|                                                             |   |              |   |              |   |             
|------------------------------------------------------------ | - | ------------ | - | ------------ | - | ------------
|GOLDBELT RESOURCES
    LTD.                                  |   |              |   |              |   |             
|Consolidated
    Statements of Operations and Deficit        |   |              |   |              |   |             
|For the years ended June 30,                                 |   |              |   |              |   |             
|                                                             |   | 2003         |   | 2002         |   | 2001        
|                                                             |   |              |   |              |   |             
|(Expressed in Canadian
    dollars)                          |   |              |   |              |   |             
|                                                             |   |              |   |              |   |             
|Expenses                                                     |   |              |   |              |   |             
|Audit, accounting and related services fees                  | $ | 19,043       | $ | 29,220       | $ | 27,035      
|Legal fees                                                   |   | 38,213       |   | 27,366       |   | 48,084      
|Management and consulting fees                               |   | 22,710       |   | 12,784       |   | 67,009      
|Occupancy costs                                              |   | 6,410        |   | 6,384        |   | 6,139       
|Office                                                       |   | 3,053        |   | 1,617        |   | 8,601       
|Salaries and benefits                                        |   | 15,229       |   | 10,704       |   | 9,398       
|Shareholders relations                                       |   | 9,261        |   | 9,168        |   | 6,650       
|Telephone and facsimile                                      |   | 807          |   | 1,494        |   | 1,549       
|Transfer agent and filing fees                               |   | 12,459       |   | 14,757       |   | 7,045       
|Travel and
    promotion                                     |   | 37,801       |   | -            |   | 19,210      
|                                                             |   |              |   |              |   |             
|Loss before the under
    noted items                        |   | (164,986)    |   | (113,494)    |   | (200,720)   
|Foreign exchange gain                                        |   | 30,928       |   | 3,162        |   | 30,293      
|Forfeiture of
    non-refundable deposit on proposed         |   |              |   |              |   |             
|acquisition (note 11(b))                                     |   | (30,380)     |   | -            |   | -           
|Gain on sale of
    interests in mineral properties (note 7) |   | -            |   | -            |   | 240,870     
|Interest income                                              |   | 761          |   | 3,787        |   | 29,971      
|Other                                                        |   | -            |   | -            |   | 10,786      
|Settlement recoveries
    (costs) (note 4)                   |   | 104,354      |   | -            |   | (249,389)   
|Write down of loan advances (note
    11(b))                 |   | (98,735)     |   | -            |   | -           
|                                                             |   |              |   |              |   |             
|Loss for year                                                |   | (158,058)    |   | (106,545)    |   | (138,189)   
|Deficit, beginning
    of year                               |   | (48,194,465) |   | (48,087,920) |   | (47,949,731)
|Capital reduction (note 5(b))                                |   | 48,194,465   |   | -            |   | -           
|                                                             |   |              |   |              |   |             
|Deficit, end of year                                         | $ | (158,058)    | $ | (48,194,465) | $ | (48,087,920)
|                                                             |   |              |   |              |   |             
|Earnings (loss) per share  basic
    and diluted            | $ | (0.03)       | $ | (0.02)       | $ | (0.03)      
|                                                             |   |              |   |              |   |             
|Weighted average
    number of common shares used in         |   |              |   |              |   |             
|the calculation of basic earnings
    (loss) per share       |   | 4,655,137    |   | 4,655,137    |   | 4,655,137   

|                                                    |   | 
|--------------------------------------------------- | - | 
|                                                    |   | 
|See notes to
    consolidated financial statements. | 4 | 

---



|                                                           |   |           |   |           |   |          
|---------------------------------------------------------- | - | --------- | - | --------- | - | ---------
|GOLDBELT RESOURCES LTD.                                    |   |           |   |           |   |          
|Consolidated Statements of Cash Flows                      |   |           |   |           |   |          
|For the years ended June 30,                               |   |           |   |           |   |          
|                                                           |   | 2003      |   | 2002      |   | 2001     
|                                                           |   |           |   |           |   |          
|(Expressed in Canadian dollars)                            |   |           |   |           |   |          
|                                                           |   |           |   |           |   |          
|Cash flows from operating activities                       |   |           |   |           |   |          
|Net loss                                                   | $ | (158,058) | $ | (106,545) | $ | (138,189)
|Items not involving cash                                   |   |           |   |           |   |          
|Gain on sale of interests in mineral properties            |   | -         |   | -         |   | (240,870)
|Settlement
    recoveries (costs)                          |   | (104,354) |   | -         |   | -        
|                                                           |   |           |   |           |   |          
|                                                           |   | (262,412) |   | (106,545) |   | (379,059)
|Changes in operating
    assets and liabilities            |   |           |   |           |   |          
|Accounts receivable                                        |   | (1,074)   |   | 1,377     |   | (1,765)  
|Interest receivable                                        |   | -         |   | -         |   | 62,239   
|Prepaid expenses and other                                 |   | 1,693     |   | 4,282     |   | (8,529)  
|Accounts payable and accrued liabilities                   |   | 40,322    |   | (14,444)  |   | 263,425  
|Loan payable                                               |   | -         |   | -         |   | (15,007) 
|                                                           |   |           |   |           |   |          
|                                                           |   | (221,471) |   | (115,330) |   | (78,696) 
|                                                           |   |           |   |           |   |          
|Cash flows from investing activities                       |   |           |   |           |   |          
|Repayments on note receivable                              |   | -         |   | -         |   | 424,734  
|                                                           |   |           |   |           |   |          
|Increase (decrease) in cash and cash
    equivalents       |   | (221,471) |   | (115,330) |   | 346,038  
|Cash and cash equivalents, beginning of year               |   | 233,796   |   | 349,126   |   | 3,088    
|                                                           |   |           |   |           |   |          
|Cash and cash equivalents, end of year                     | $ | 12,325    | $ | 233,796   | $ | 349,126  
|                                                           |   |           |   |           |   |          
|Supplemental disclosure of cash flow
    information       |   |           |   |           |   |          
|Interest received                                          | $ | 761       | $ | 3,787     | $ | 92,210   
|Interest paid                                              | $ | -         | $ | -         | $ | 1,091    
|                                                           |   |           |   |           |   |          
|Supplemental disclosure of non-cash
    investing and      |   |           |   |           |   |          
|financing activities                                       |   |           |   |           |   |          
|Shares received under
    settlement agreement (note 4)    | $ | 104,354   | $ | -         | $ | -        
|Shares received on
    disposition of interests in mineral |   |           |   |           |   |          
|properties                                                 | $ | -         | $ | -         | $ | 240,870  

|                                                    |   | 
|--------------------------------------------------- | - | 
|                                                    |   | 
|See notes to
    consolidated financial statements. | 5 | 

---



|GOLDBELT RESOURCES LTD.                                                                    
|-------------------------------------------------------------------------------------------
|Notes to Consolidated Financial
    Statements                                             
|As at June 30, 2003 and June 30,
    2002 and for the three year period ended June 30, 2003

(Expressed in Canadian dollars)

> 1.



The consolidated financial statements do not include any
  adjustments, which might result from the outcome of these uncertainties.

2.

These consolidated financial statements are prepared in
  accordance with Canadian generally accepted accounting principles. A
  reconciliation of amounts presented in accordance with United States generally
  accepted accounting principles is detailed in note 12. A summary of the
  significant policies are as follows:

> a) Principles of consolidation
>     These consolidated financial statements include the
>     accounts of Goldbelt Resources Ltd. and its wholly owned subsidiaries,
>     521968 B.C. Ltd., Goldbelt Management Services, Inc. and Goldbelt
>     International, LLC. (collectively, unless the context requires otherwise,
>     referred to as the "Company"). All intercompany balances and transactions
>     are eliminated.
>     b) Use of estimates
>     The preparation of financial statements in conformity
>     with Canadian generally accepted accounting principles requires management
>     to make estimates and assumptions that affect the reported amount of assets
>     and liabilities and disclosure of contingent assets and liabilities at the
>     date of the financial statements and the reported amount of revenues and
>     expenses during the reporting period. Financial results as determined by
>     actual events could differ from those estimates.
>     c) Cash and cash equivalents
>     Cash and cash equivalents includes deposits at call and term deposits
>     which are readily convertible to cash on hand and which are used in the cash
>     management function on a day-to-day basis.
>     
>     d) Investments
>     Short-term investments that are considered temporary are
>     carried at the lower of cost or market value. Long-term investments in which
>     the Company does not exercise significant influence are recorded at cost.
>     Long-term investments are written down if there is a permanent impairment in
>     their carrying value.
>     e) Interests in mineral properties
>     The Company follows the method of accounting for its
>     mineral properties whereby all costs related to acquisition, exploration and
>     development are capitalized by area of interest. These expenditures are
>     carried forward where rights to tenure of the areas of interest are current,
>     and it is expected the expenditure will be recovered through successful
>     development and exploitation of the area of interest or alternatively by its
>     sale and/or the activities are continuing in the area of interest but have
>     not yet reached a stage of development which permits reasonable assessments
>     of the existence or otherwise of economically recoverable reserves.
>     Expenditures, which no longer satisfy the above criteria, are written off.
>     The carrying value of each of its mineral properties is reviewed on a
>     regular basis.
>     On commencement of commercial production, net costs will be charged to
>     operations on the unit-of-production method by property based upon estimated
>     recoverable reserves.



---



|GOLDBELT RESOURCES LTD.                                                                    
|-------------------------------------------------------------------------------------------
|Notes to Consolidated Financial
    Statements                                             
|As at June 30, 2003 and June 30,
    2002 and for the three year period ended June 30, 2003

(Expressed in Canadian dollars)

> 2.

> f) Income tax
>     Income taxes are accounted for under the asset and
>     liability method. Under this method, future tax assets and liabilities are
>     recognized for the future tax consequences attributable to differences
>     between the financial statement and carrying value and the tax basis of
>     assets and liabilities.
>     Future tax assets and liabilities are measured using the
>     enacted or substantively enacted tax rates expected to apply to taxable
>     income in the years in which those temporary differences are expected to be
>     recovered or settled. The effect on future tax assets and liabilities of a
>     change in tax rates is recognized in income in the period during which the
>     change in rates is considered to be substantially enacted.
>     g) Share issuance costs
>     Costs directly identifiable with the raising of capital
>     are charged against the related share capital. Costs related to shares not
>     yet issued are recorded as deferred financing costs. These costs are
>     presented as other assets until the issuance of the shares to which the
>     costs relate, at which time the costs are charged against the related share
>     capital or charged to operations if the shares are not issued.
>     h) Stock-based compensation
>     The CICA approved a new Handbook section "Stock-Based
>     Compensation" and "Other Stock-Based Payments" effective for fiscal years
>     commencing on or after January 1, 2002. The new Section applies to awards
>     granted on or after the date of adoption, therefore, will not apply to
>     awards granted before the fiscal years beginning on or before January 1,
>     2002.
>     The new Section requires that stock-based compensation to
>     non-employees and direct awards to employees and non-employees be accounted
>     using a fair value-based method of accounting. The new Section encourages,
>     but does not require, the use of fair value-based method to account for all
>     stock-based transactions with employees. When an enterprise does not use the
>     fair value-based method, it must disclose pro-forma fair value-based income
>     and earnings per share information. The Company intends to adopt the fair
>     value-based method for all stock-based transactions with employees.
>     i) Foreign currency translation
>     Foreign currency transactions and balances and accounts
>     of integrated foreign operations are translated into Canadian dollars as
>     follows:
>     i) Revenues and expenses at average exchange rates for
>       each period;
>       ii) Monetary items, non current assets and non current
>       liabilities at the rates of exchange prevailing at balance sheet dates;
>       iii) Other non-monetary items at the historical
>       exchange rates; and,
>       iv) Exchange gains and losses arising from translation
>       are included in the determination of earnings for each year.
>     j) Earnings (loss) per share
>     Earnings (loss) per share computations are based upon the
>     weighted average number of common shares outstanding. The Company uses the
>     treasury stock method to compute the dilutive effect of options, warrants
>     and similar instruments. Under this method, the dilutive effect on earnings
>     per share is recognized on the use of the proceeds that could be obtained
>     upon the exercise of options and warrants. It assumes that the proceeds
>     would be used to purchase common shares at the average market price during
>     the period. Diluted loss per share is not disclosed, as the effect of
>     conversion of outstanding options and warrants is anti-dilutive.

7

---



|GOLDBELT RESOURCES LTD.                                                                    
|-------------------------------------------------------------------------------------------
|Notes to Consolidated Financial
    Statements                                             
|As at June 30, 2003 and June 30,
    2002 and for the three year period ended June 30, 2003

(Expressed in Canadian dollars)

> 3.

| |                                                                              |   | 2003    |   | 2002   
| | ---------------------------------------------------------------------------- | - | ------- | - | -------
| | Investments recorded at cost                                                 |   |         |   |        
| | Celtic Resources
    Holdings Plc, 120,000 free trading shares (Market value |   |         |   |        
| | 2003 - $521,704; 2002 - $486,276) (note 7)                                   | $ | 240,870 | $ | 240,870
| | Regal Petroleum Plc,
    176,000 restricted shares (Market value - $438,355) |   |         |   |        
| | (note 4)                                                                     |   | 104,354 |   | -      
| |                                                                              |   |         |   |        
| |                                                                              | $ | 345,224 | $ | 240,870

> Subsequent to June 30, 2003, the Company sold its shareholdings in Celtic
>   Resources Holdings Plc for net proceeds of $754,213.
>   4. Settlement costs
>   
>   In December 1998, the Company signed a Letter of Intent and
>   a subsequent Sale/Purchase Agreement (collectively referred to as the
>   "Agreements") to acquire Regal Petroleum Corporation Limited ("Regal"). The
>   acquisition did not complete, as Regal was unable to raise the funds required
>   as a condition precedent to closing of transaction. In July 2000, the
>   Agreements were formally terminated.
>   The Company had advanced funds to Regal under the terms of
>   a loan agreement dated December 7, 1998 providing up to a maximum of
>   US$500,000 bearing interest at the rate of 10% per annum. A Settlement
>   Agreement was entered into on July 31, 2000 between the parties whereby the
>   Company received CAD$588,969 (US$372,248) to repay all loan advances made
>   together with accrued interest thereon plus certain costs. In addition, the
>   Company incurred expenses of $290,350 in connection with the Regal settlement
>   consisting of fees paid to a director for negotiating the agreement
>   ($106,400), travel ($140,302) and other costs ($43,648) of which $40,961were
>   recovered from Regal in payment received.
>   In part consideration for entering into the Settlement
>   Agreement, the Company will be issued 176,000 shares of Regal if, as and when
>   the entity is listed on a recognized stock exchange. On September 25, 2002,
>   the Company was issued 176,000 ordinary shares of Regal Petroleum Plc, a
>   publicly listed company on the London Exchange subject to a one-year hold
>   period. The market value of the Regal Petroleum Plc shares at date of issue
>   was $260,885. The investment has been recorded at $104,354, which is the
>   directors' determination of fair value at date of issue based on market value
>   less discounts for the one-year hold period and the limited liquidity in the
>   secondary market at the date of issue.

5.

> a) Share consolidation
>     Shareholders approved a share consolidation on a 1:10
>     basis and a subsequent increase in authorized share capital to 100,000,000
>     common shares at the Company's Extraordinary General Meeting on May 19,
>     1998. Regulatory approval of the share consolidation was obtained August 22,
>     2001, effective August 27, 2001. All share capital amounts (issued and
>     obligations to issue shares) have been restated to give effect to the
>     consolidation.
>     b) Capital reduction
>     Shareholders approved a capital reduction of up to
>     $48,194,465 at the Company's Annual General Meeting on December 18, 2002. As
>     such, the amount of issued capital was reduced by $47,941,738 and
>     contributed surplus was reduced by $252,727 resulting in a total capital
>     reduction of $48,194,465 that was credited to the accumulated deficit.
>     c) Authorized  100,000,000 common shares
>     without par value

8

---



|GOLDBELT RESOURCES LTD.                                                                    
|-------------------------------------------------------------------------------------------
|Notes to Consolidated Financial
    Statements                                             
|As at June 30, 2003 and June 30,
    2002 and for the three year period ended June 30, 2003

(Expressed in Canadian dollars)

5. Capital stock(continued)

| | d) | Issued                               |              |   |             
| | -- | ------------------------------------ | ------------ | - | ------------
| |    |                                      | Number       |   |             
| |    |                                      | of Shares    |   | Amount      
| |    |                                      |              |   |             
| |    | Balance, June 30, 2001               | 46,551,376   | $ | 48,124,162  
| |    | Share consolidation 1:10 (note 5(a)) | (41,896,239) |   | -           
| |    |                                      |              |   |             
| |    | Balance, June 30, 2002               | 4,655,137    |   | 48,124,162  
| |    | Capital reduction (note 5(b))        | -            |   | (47,941,738)
| |    |                                      |              |   |             
| |    | Balance, June 30, 2003               | 4,655,137    | $ | 182,424     

> 

At the Company's Annual General Meeting held on December
    18, 2002, the shareholders approved the Stock Option Plan (the "Plan"), a
    fixed stock option plan, for which up to 930,000 common shares can be
    reserved for issuance to executive officers and directors, employees and
    consultants. Upon listing on the NEX board, the grant and exercise of stock
    options will be restricted to 10% of the issued and outstanding in any
    twelve month period in accordance with NEX policy. The exercise price of the
    options is set at the Company's closing share price on the day before the
    grant date less the applicable discount permitted under the TSX Venture
    Exchange policies. The options have a maximum term of five years and the
    directors will determine the vesting period, if any, at date of grant. At
    June 30, 2003, 465,514 options are available for future grant under the
    Plan. On October 24, 2003, the Company granted incentive options for the
    purchase of a total of 660,000 shares of the Company. The options vested at
    date of grant and are exercisable for a period of five years at the price of
    $0.10 per share.

Stock option transactions for the respective periods and the number of
    stock options outstanding are summarized as follows:

| |                 | 2003     | Weighted       | 2002      | Weighted      
| | --------------- | -------- | -------------- | --------- | --------------
| |                 |          | Average        |           | Average       
| |                 |          | Exercise Price |           | Exercise Price
| | Opening balance | 57,000   | $2.00          | 159,500   | $3.09         
| | Options expired | (57,000) | $2.00          | (102,500) | $3.70         
| | Closing balance | -        |                | 57,000    | $2.00         

> 6.
>   Contributed surplus

| |                               |   | 2003      |   | 2002    |   | 2001   
| | ----------------------------- | - | --------- | - | ------- | - | -------
| | Balance, beginning of year    | $ | 252,727   | $ | 252,727 | $ | 252,727
| | Capital reduction (note 5(b)) |   | (252,727) |   | -       |   | -      
| |                               |   |           |   |         |   |        
| | Balance, end of year          | $ | -         | $ | 252,727 | $ | 252,727

> 7.

During the year ended June 30, 2001, the Company sold all
  of its remaining interests in the Kazakhstan Properties, as described below,
  to Celtic Resources Holdings Plc ("Celtic"), a publicly listed company on the
  London Exchange. Proceeds of sale were the issue of 120,000 free trading
  shares of Celtic with a market value at date of issue of $240,870 (note 3).
  Acquisition and exploration expenditures totaling $1,470,776 relating to the
  interests in mineral properties sold to Celtic were written off in years prior
  to June 30, 2000.

9

---



|GOLDBELT RESOURCES LTD.                                                                    
|-------------------------------------------------------------------------------------------
|Notes to Consolidated Financial
    Statements                                             
|As at June 30, 2003 and June 30,
    2002 and for the three year period ended June 30, 2003

(Expressed in Canadian dollars)

> 7.

Abyz deposit

The Company held a 60% interest in a joint stock company Karagai Gold JSC,
  formed under the laws of the Republic of Kazakhstan, which has a 100% interest
  in the Abyz deposit.

Leninogorsk

The Company held a 50% interest in a joint stock company Kazgold JSC,
  formed under the laws of the Republic of Kazakhstan, which has a 100% interest
  in the Leninogorsk Gold Tailings Project.

Kazakhstan and Mykubinsk licences

The Company acquired in January 1996 an 80% interest in
  Dostyk LLP, which holds two exploration licences in the east central portion
  of Kazakhstan. In August 1998, 20% of its interest was farmed out to Temenai
  Limited. During June 1998, an agreement was reached with a prospective buyer
  to acquire 55% of its interest for US$100,000 with a right to acquire the
  remaining 25% for US$900,000.

8. Related party transactions(In addition to those transactions disclosed elsewhere)

> 



c) The following table discloses the related
    party transactions for the financial years as follows:

| | Related party    | Type of transaction  | Terms and  |   | 2003   |   | 2002   |   | 2001   
| | ---------------- | -------------------- | ---------- | - | ------ | - | ------ | - | -------
| |                  |                      | conditions |   |        |   |        |   |        
| | Director related | Legal fees           | Normal     |   |        |   |        |   |        
| | entities         |                      | commercial | $ | 37,868 | $ | 25,891 | $ | 50,731 
| | Directors        | Financial consulting | Normal     |   |        |   |        |   |        
| |                  |                      | commercial |   | 12,912 |   | -      |   | 30,621 
| | Director         | Settlement costs    | Normal     |   |        |   |        |   |        
| |                  | fees                 | commercial |   | -      |   | -      |   | 106,400
| | Directors        | Travel
    expenses  | Cost       |   | 37,801 |   | -      |   | -      
| | Director         | Settlement costs    |            |   |        |   |        |   |        
| |                  | expense              | Cost       |   | -      |   | -      |   | 181,210
| |                  |                      |            |   |        |   |        |   |        
| |                  |                      |            | $ | 88,581 | $ | 25,891 | $ | 368,962

> 9.



| |                                                         |   | 2003     |   | 2002     |   | 2001     
| | ------------------------------------------------------- | - | -------- | - | -------- | - | ---------
| | Statutory rates                                         |   | 38.6%    |   | 42.1%    |   | 45.6%    
| | Income tax recovery
    computed at statutory rates     | $ | 61,011   | $ | 44,855   | $ | 63,014   
| | Gain on sale of
    interests in mineral properties     |   | -        |   | -        |   | 109,617  
| | Tax benefit not recognized on current
    year's losses |   | (61,011) |   | (44,855) |   | (172,631)
| |                                                         |   |          |   |          |   |          
| | Provision for recovery of income
    taxes              | $ | -        | $ | -        | $ | -        

10

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|GOLDBELT RESOURCES LTD.                                                                    
|-------------------------------------------------------------------------------------------
|Notes to Consolidated Financial
    Statements                                             
|As at June 30, 2003 and June 30,
    2002 and for the three year period ended June 30, 2003

(Expressed in Canadian dollars)

> 9.

The tax effects of temporary timing differences that give rise to
  significant components of the future tax assets and future tax liabilities are
  as follows:

| |                                          |   | 2003        |   | 2002       
| | ---------------------------------------- | - | ----------- | - | -----------
| | Future tax assets                        |   |             |   |            
| | Non-capital loss carry forwards          | $ | 1,720,848   | $ | 2,582,383  
| | Exploration
    expenditure              |   | 3,169,133   |   | 3,456,489  
| |                                          |   |             |   |            
| | Total gross future
    income tax assets |   | 4,889,981   |   | 6,038,872  
| | Less valuation allowance                 |   | (4,889,981) |   | (6,038,872)
| |                                          |   |             |   |            
| | Net future income tax
    assets         |   | -           |   | -          
| | Less future tax liabilities              |   | -           |   | -          
| |                                          |   |             |   |            
| | Net future income taxes                  | $ | -           | $ | -          

> At June 30, 2003, Goldbelt Resources Ltd., the parent
>   company, has non-capital losses of approximately $4,458,156, which may be
>   carried forward to apply against future years income for Canadian income tax
>   purposes, subject to final determination by taxation authorities expiring as
>   follows:

| | 2004 | $ | 2,173,010
| | ---- | - | ---------
| | 2005 |   | 1,194,012
| | 2006 |   | 561,555  
| | 2007 |   | -        
| | 2008 |   | 339,228  
| | 2009 |   | 70,497   
| | 2010 |   | 119,854  
| |      |   |          
| |      | $ | 4,458,156

> In addition, Goldbelt Resources Ltd., the parent company,
>   has capital loss carry forwards for Canadian income tax purposes of
>   approximately $3,669,409, which maybe carried forward indefinitely, subject to
>   final determination by taxation authorities.

10. Financial instrument disclosure

The carrying amounts for cash, accounts receivable,
  accounts payable and accrued liabilities on the balance sheets approximates
  fair value because of the limited term of these instruments.

The directors on a regular basis review the value of the Company's
  investments to determine if a permanent impairment in value has occurred. The
  fair value of the Company's investments is given in note 3.

11

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|GOLDBELT RESOURCES LTD.                                                                    
|-------------------------------------------------------------------------------------------
|Notes to Consolidated Financial
    Statements                                             
|As at June 30, 2003 and June 30,
    2002 and for the three year period ended June 30, 2003

(Expressed in Canadian dollars)

> 11. Significant and subsequent events

> a) Listing status
>     On November 20, 2002, the Company was suspended from
>     trading on the TSX Venture Exchange for failure to initiate its
>     reorganization within eighteen months of being designated Inactive and to
>     achieve Tier 2 Maintenance Requirements. On September 24, 2003, the Company
>     applied to have its shares reinstatement for trading through the facilities
>     of the TSX Venture NEX Board concurrent with the termination of an agreement
>     that would have resulted in a reverse takeover transaction (note 11(b)). On
>     September 25, 2003, the shares of the Company resumed trading.
>     The Company will be required to complete the following steps to complete
>     a reorganization to satisfy the TSX Venture Tier 2 Minimum Listing
>     Requirements to graduate to the TSX Venture Exchange:
>     1. Negotiate an agreement to
>       settle $296,391 (US$189,217) of indebtedness with a director. On October
>       29, 2003 an agreement was entered into whereby the director has agreed to
>       accept a payment of $150,000 in full satisfaction of the debt obligation.
>       2. Acquire a property or business of merit.
>       3. Proceed with an equity financing to raise
>       capital to fund its expenditure commitments on a property or business of
>       merit and for working capital purposes.
>     b) Letter of Intent
>     On December 24, 2002, the Company entered into an
>     agreement to acquire the shares of Ocean Realm International, Inc. ("ORI"),
>     which would have resulted in a reverse takeover transaction. On closing, ORI
>     would hold a 60% participating interest and the right to acquire a further
>     20% participating interest in an Indonesian oil field. As initial
>     consideration for the agreement, the Company paid a non-refundable deposit
>     of US$20,000 and advanced US$65,000 which was to be repayable prior to
>     closing. The Company made a decision not to proceed with this acquisition
>     and terminated its arrangements to do so. Due to the uncertainty regarding
>     the collection of the advances made of US$65,000, the Company has set up a
>     reserve to provide for the entire amount in the current financial year.
>     c) Financing
>     On November 3, 2003, the Company proposed to conduct a
>     private placement of up to 2,000,000 units at the price of $0.0525 per unit
>     to raise $105,000. Each unit will consist of one share of the Company and
>     one share purchase warrant. Each share purchase warrant will entitle the
>     holder to purchase one additional share of the Company for a period of
>     twelve months at the price of $0.10 per share. Net proceeds from the private
>     placement will be used by the Company to search for and acquire a new
>     resource asset and for general working capital. This private placement is
>     subject to acceptance by requisite regulatory approval.

12. Differences between Canadian and United States
  generally accepted accounting principles

The Company prepares its consolidated financial statements
  in accordance with accounting principles generally accepted in Canada
  ("Canadian GAAP") which, as applied in these consolidated financial
  statements, conform in all material respects to those accounting principles
  generally accepted in the United States ("U.S. GAAP") and the rules and
  regulations of the Securities and Exchange Commission, except as set out
  below.

12

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|GOLDBELT RESOURCES LTD.                                                                    
|-------------------------------------------------------------------------------------------
|Notes to Consolidated Financial
    Statements                                             
|As at June 30, 2003 and June 30,
    2002 and for the three year period ended June 30, 2003

(Expressed in Canadian dollars)

> 12.

> 

| |                                                                 |   | 2003      |   | 2002      |   | 2001     
| | --------------------------------------------------------------- | - | --------- | - | --------- | - | ---------
| |                                                                 |   |           |   |           |   |          
| | Loss under Canadian
    and U.S. GAAP                           | $ | (158,058) | $ | (106,545) | $ | (138,189)
| | Unrealized gain on long-term
    investment (notes 12(d) & (e)) |   | 369,429   |   | 223,525   |   | 21,881   
| |                                                                 |   |           |   |           |   |          
| | Comprehensive income (loss) for
    year U.S. GAAP              | $ | 211,371   | $ | 116,980   | $ | (116,308)
| |                                                                 |   |           |   |           |   |          
| | Earnings (loss) per share U.S. GAAP                             | $ | 0.05      | $ | 0.03      | $ | (0.02)   
| |                                                                 |   |           |   |           |   |          
| | Weighted average number of shares
    outstanding               |   | 4,655,137 |   | 4,655,137 |   | 4,655,137

> 

The following table summarizes the balance sheet items which vary
    significantly under U.S. GAAP:

| |                                                                    |   | 2003      |   | 2002        
| | ------------------------------------------------------------------ | - | --------- | - | ------------
| |                                                                    |   |           |   |             
| | Investment                                                         |   |           |   |             
| | As determined under Canadian GAAP                                  | $ | 345,224   | $ | 240,870     
| | Adjustment
    for comprehensive income (notes 12(d) & (e))        |   | 614,835   |   | 245,406     
| |                                                                    |   |           |   |             
| | Investment as determined under U.S.
    GAAP                       | $ | 960,059   | $ | 486,276     
| |                                                                    |   |           |   |             
| | Shareholders' equity                                               |   |           |   |             
| |                                                                    |   |           |   |             
| | Capital stock                                                      |   |           |   |             
| | As determined under Canadian GAAP                                  | $ | 182,424   | $ | 48,124,162  
| | Adjustment
    for interest costs (note 12(f))                     |   | 323,705   |   | 323,705     
| |                                                                    |   |           |   |             
| | As determined
    under U.S. GAAP                                  |   | 506,129   |   | 48,447,867  
| |                                                                    |   |           |   |             
| | Contributed surplus as determined
    under Canadian and U.S. GAAP |   | -         |   | 252,727     
| |                                                                    |   |           |   |             
| | Deficit                                                            |   |           |   |             
| | As determined under Canadian GAAP                                  |   | (158,058) |   | (48,194,465)
| | Adjustment
    for interest costs (note 12(f))                     |   | (323,705) |   | (323,705)   
| |                                                                    |   |           |   |             
| | As determined
    under U.S. GAAP                                  |   |           |   | (48,518,170)
| |                                                                    |   |           |   |             
| | Other accumulated comprehensive income
    (note 12(d) & (e))      |   | 614,835   |   | 245,406     
| |                                                                    |   |           |   |             
| | Shareholders' equity as determined
    under U.S. GAAP             | $ | 639,201   | $ | 427,830     

> 

For the years ended June 30, 2003, 2002 and 2001, there are no material
    differences between Canadian and U.S. GAAP as it relates to the consolidated
    statements of cash flows.

d) The Company has classified
    its investments, which are recorded at cost as to Canadian GAAP as available
    for sale securities. Under U.S. GAAP, available for sale securities are
    carried at fair values with unrealized gains or losses reflected as a
    component of comprehensive income.



---



|GOLDBELT RESOURCES LTD.                                                                    
|-------------------------------------------------------------------------------------------
|Notes to Consolidated Financial
    Statements                                             
|As at June 30, 2003 and June 30,
    2002 and for the three year period ended June 30, 2003

(Expressed in Canadian dollars)

12. Differences between Canadian and United States generally
accepted accounting principles(continued)

> e) For purposes
>     of the reconciliation to U.S. GAAP, the Company presents the disclosure of
>     comprehensive income and its components. Comprehensive income includes all
>     changes in equity during a period except shareholder transactions. For the
>     Company, other accumulated comprehensive income comprises only unrealized
>     gains or losses on available for sale securities.
>     f) Under U.S.
>     GAAP, interest is required to be capitalized for qualifying assets and is
>     intended to be that portion of the interest cost incurred during the assets'
>     acquisition periods, which theoretically could have been avoided if
>     expenditures for the assets had not been made.
>     g) The Company
>     applies Accounting Boards Opinion No. 25 "Accounting for Stock Issued to
>     Employees" (APB 25) in accounting for its stock based compensation plans. As
>     the fair value of the underlying shares at the time of granting equaled the
>     exercise price, no compensation cost has been recognized for the stock
>     options granted in 2001. For purposes of the reconciliation to U.S. GAAP,
>     the amount of the compensation cost determined on the basis of the fair
>     market value at date of grant pursuant to the provisions of the Statement of
>     Financial Accounting Standards No. 123, "Accounting for Stock-Based
>     Compensation" (SFAS 123) is $Nil (2002 - $Nil; 2001 - $Nil).
>     h) Under U.S.
>     GAAP, deferred tax assets and liabilities are determined based on the
>     difference between the financial reporting and tax bases of assets and
>     liabilities using enacted tax rates that will be in effect for the year in
>     which the differences are expected to reverse. Under Canadian GAAP,
>     substantially enacted rates are used to calculate tax assets and
>     liabilities. For purposes of the reconciliation to U.S. GAAP, the amount is
>     $Nil (2002 - $Nil; 2001 - $Nil).
>     i) The Company has determined
>     there is no impact from the adoption of SFAS No. 133, "Accounting for
>     Derivative Instruments and Hedging Activities", which standardizes the
>     accounting of derivative instruments.
>     j) In August
>     2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
>     Obligations". SFAS No. 143 requires that asset retirement obligations be
>     recognized when they are incurred, and be capitalized as part of the asset's
>     carrying value and displayed as liabilities. SFAS No 143 also requires
>     increased disclosure surrounding asset retirement obligations. SFAS is
>     effective for fiscal years beginning after June 15, 2002. The Company does
>     not expect that the implementation of these guidelines will have a material
>     impact on its consolidated financial position.
>     k) In October
>     2001, the FASB issued SFAS No. 144, "Accounting for Impairment or Disposal
>     of Long-Lived Assets". SFAS No. 144 requires that long-lived assets be
>     classified as assets to be held and used, to be disposed of other than by
>     sale, or to be disposed of by sale. It also prescribes various approaches to
>     valuing these types of long-lived assets. SFAS No. 144 is effective for
>     fiscal years beginning after December 31, 2001. The Company does not expect
>     that the implementation of these guidelines will have a material impact on
>     its consolidated financial position.

14

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