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 December 31, 2008



or



[   ]

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________ to _________



or



[   ]

Shell Company Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934



Commission file number: 0-51005



Panthera Exploration Inc. (formerly Amera Resources Corporation)

(Exact name of Registrant as specified in its charter)



Panthera Exploration Inc.

(Translation of Registrants name into English)



British Columbia, Canada

(Jurisdiction of incorporation or organization)



Suite 709 - 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6

(Address of principal executive offices)



Michael Clark, 604-687-1828,mclark@grossogroup.com709 - 837 West Hastings Street, Vancouver, British Columbia, Canada V6C 3N6(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)





Securities registered or to be registered pursuant to Section 12(b) of the Act.  None



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



Common Stock, No Par Value

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.



Not Applicable

(Title of Class)



Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of December 31, 2008.



4,184,604 Common Shares outstanding as of the close of the period covered by the report December 31, 2008





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

Yes

No  X



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

Yes

No  X



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



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes X   No



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



Large accelerated filer

Accelerated filer

Non-accelerated filer  X



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



U.S. GAAP  _____

International Financial Reporting Standards as issued

Other __X___

By the International Accounting Standards Board   _____



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



Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 X

Item 18



If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)   Yes      No X







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General Information:



Unless otherwise indicated, all references herein are to Canadian dollars.



The Company is required under Canadian law (National Instrument 43-101 Standards Of Disclosure For Mineral Projects) (NI 43-101) to calculate and categorize mineral reserve, proven mineral reserve, probable mineral reserve, mineral resource, measured mineral resource, indicated mineral resource and inferred mineral resource under the Canadian Institute of Mining Metallurgy and Petroleum (CIM) Standards on Mineral Resources and Reserves - Definitions and Guidelines dated December 11, 2005.  These standards establish definitions and guidelines for the reporting of exploration information, mineral resources and mineral reserves in Canada.  Canadian law also requires disclosure of mineral resources that equate to measured, indicated and inferred resources.  These definitions have not been adopted for use in the United States by the Securities and Exchange Commission (the SEC) under Guide 7 of the Securities Act Industry Guides (SEC Guide 7).





GLOSSARY



The following is a glossary of geological and technical terms used in this annual report:



|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Alteration                        | Any physical or chemical change in a rock or mineral subsequent to its formation. Milder and more localized than metamorphism.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Breccia                           | A rock containing generally angular fragments of itself or some other rock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Cateo                             | In Argentina, a cateo is an exploration concession granted for a period of up to 1,100 days.  In areas where fieldwork seasons are limited, only the available field season will be considered in determining the 1,100 days.  A cateo gives the holder the exclusive right to explore the area, subject to certain pre-existing rights of owners of mines within the area and abutting owners of cateos.  Through the process of exploration, the owner of the cateo may make and file manifestations of discovery (see below) and petition the mining authority for the granting of mines (see below).  A cateo may be up to 10,000 hectares in size.  A single legal person may not hold more than 20 cateos or 200,000 hectares of cateos in any one province.  When the cateo is officially granted, a one-time payment of about US$0.27 (Pesos $0.80) per hectare is required.
|Clastic                           | Rock components consisting of fragments derived by mechanical erosion of pre-existing rocks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Epithermal                        | A mineral deposit consisting of veins and replacement bodies, usually in volcanic or sedimentary rocks, containing precious metals, or, more rarely, base metals. Epithermal deposits form in hydrothermal systems related to volcanic activity and while active can discharge to the surface as hot springs or fumaroles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|g/t                               | grams per tonne                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|High Sulphidation                 | Veins, vuggy breccias and sulphide replacements ranging from pods to massive lenses occur in volcanic sequences associated with high level hydrothermal systems marked by acid-leached, advanced argillic, siliceous alteration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Hydrothermal Alteration           | Those chemical and mineral changes resulting from the interaction of hot water solutions with pre-existing solid mineral phases.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Intrusive Rock                    | A body of rock, that while fluid, penetrated into or between other rocks, but solidified before reaching the surface.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|km                                | kilometre                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|LWA                               | length weighted average                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|m                                 | metre                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Mafic                             | Dark colored, generally iron or magnesium rich, rock or mineral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Manifestations or Manifestaciones | In Argentina, manifestations or manifestaciones of discovery are official notices filed with the mining authority indicating that the person filing (who must be the owner of the cateo in an area covered by a cateo) has made a discovery.  The filing and acceptance by the mining authority of such a notice, constitutes the first step in converting a discovery to a mine (see below).  A manifestation of discovery may cover one or more claims in the case of either a vein or disseminated deposit.  The size of the manifestations and the annual payments required of the owner is the same as those for a mine.                                                                                                                                                                                                                                                       
|Mine                              | In Argentina, a mine or mina is a real property interest.  It is a right of exploration granted on a permanent basis after the completion of an official survey for as long as the right is diligently utilized and semi-annual payments of 40 Pesos (approximately  US$12.49) per claim are made.  A mine may consist of one or several claims or pertenencias.  In the case of vein deposits, each claim is a maximum of 200 by 300 metres or six hectares; for disseminated deposits, each claim is up to one square kilometre or 100 hectares.                                                                                                                                                                                                                                                                                                                                
|Porphyry                          | An igneous rock containing mineral crystals that are visibly larger than other crystals of the same or different composition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Potassic Alteration               | Development of secondary potassium-dominant minerals such as K-Feldspar or biotite by hydrothermal activity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|ppm                               | parts per million                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Propylitic Alteration             | Hydrothermal alteration consisting of the mineral assemblage epidote-chlorite-albite-calcite usually found in the outer zones of epithermal gold and copper porphyry deposits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Qualified Person                  | As defined in under Canadian law (National Instrument 43-101 Standards of Disclosure for Mineral Projects) (NI 43-101) an individual who (a) is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; (b) has experience relevant to the subject matter of the mineral project and the technical report; and (c) is a member in good standing of a professional association.                                                                                                                                                                                                                                                                                                                                                                         
|Sedimentary Rocks                 | Descriptive term for a rock formed of sediment, namely solid material both mineral and organic, deposited from suspension in a liquid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Skarn                             | A style of alteration characterized by iron and magnesium bearing aluminosilicate materials such as garnet and diopside.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Stockwork                         | A mineral deposit or accumulation consisting of a three-dimensional network of planar to irregular veinlets spaced closely together.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Stream Sediment Sample            | A sample of fine sediment derived from the mechanical action of the stream.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Sulfide                           | A compound of sulfur combined with one or more metallic or semi-metallic elements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Supergene                         | A mineral deposit or enrichment formed near the surface by descending solutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Talus                             | Rock fragments lying at the base of a cliff or on a steep slope from which they were derived.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Veinlet                           | A small vein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Veins                             | An occurrence of minerals, having been intruded into another rock, forming tabular shaped bodies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Ag                                | Silver                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|As                                | Arsenic                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Au                                | Gold                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Ba                                | Barium                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Co                                | Cobalt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Cu                                | Copper                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Mo                                | Molybdenum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Pb                                | Lead                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Sb                                | Antimony                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Zn                                | Zinc                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Minerals:                        
|Argentite                         | A silver sulphide mineral - Ag2S                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Azurite                           | A deep blue to violet blue copper carbonate hydroxide mineral commonly found in the oxidation zones of porphyry copper deposits - Cu3(CO3)2(OH)2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Biotite                           | An iron and magnesium bearing mica mineral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Carbonate                         | A mineral containing the radical CO3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Calcite                           | Calcium Carbonate (CaCO3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Chalcopyrite                      | A sulfide mineral containing copper and iron  CuFeS2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Chlorite                          | Family of sheet silicates of iron, magnesium and aluminum, characteristic of low-grade metamorphism or hydrothermal alteration. Green color, with cleavage like mica except that chlorite small scales are not elastic.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Feldspar                          | An aluminosilicate with variable amounts of potassium, sodium and calcium.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Hornblende                        | A complex hydrated aluminosilicate of magnesium, iron and sodium.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Magnetite                         | A magnetic iron oxide mineral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Malachite                         | A bright green copper carbonate hydroxide mineral often found in the oxidized zone of porphyry copper deposits - Cu2(CO3)(OH)2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Pyroxene                          | An aluminosilicate of magnesium and iron.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             





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|             |                                                                                                                                                                                                        
|------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Rock Types: 
|Andesite     | A volcanic rock with the principal minerals being plagioclase.                                                                                                                                         
|Conglomerate | A clastic sedimentary rock containing rounded fragments of gravel or pebble size.                                                                                                                      
|Dacite       | A volcanic or shallow intrusive rock with the principal minerals being plagioclase, quartz and one or more mafic constituents.                                                                         
|Diorite      | An intrusive rock composed essentially of sodic plagioclase, hornblende, biotite, or pyroxene.                                                                                                         
|Limestone    | A sedimentary rock consisting chiefly of calcium carbonate.                                                                                                                                            
|Sandstone    | A clastic sedimentary rock composed largely of sand-sized grains, principally quartz.                                                                                                                  
|Shale        | A clastic sedimentary rock derived from very fine-grained sediment (mud).                                                                                                                              
|Tuff         | A consolidated rock formed of compacted volcanic fragments and fine ash, generally smaller than 4mm in diameter.  If particles are melted slightly together from their own heat, it is a welded tuff.



Forward Looking Statements



The Company cautions readers regarding forward looking statements found in the following discussion and elsewhere in this annual report and in any other statement made by, or on the behalf of the Company, whether or not in future filings with the Securities Exchange Commission (the SEC).  Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments.  Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Companys control and many of which, with respect to future business decisions, are subject to change.  See Item 3.  Key Information - Risk Factors.  These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by or on behalf of the Company.  The Company disclaims any obligation to update forward looking statements.









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PART I



Item 1.  Identity of Directors, Senior Management and Advisors.



Not applicable.



Item 2.  Offer Statistics and Expected Timetable.



Not applicable.



Item 3.  Key Information.



Selected Financial Data



The selected financial data of the Company for the years ended December 31, 2008, 2007 and 2006, was derived from the financial statements of the Company which have been audited by MacKay LLP and Ernst & Young LLP, independent Chartered Accountants, as indicated in their report which is included elsewhere in this annual report.  The selected financial data set forth for the years ended December 31, 2005 and 2004 are derived from the Companys audited financial statements, not included herein.



The selected financial data for the periods ended December 31, 2008, 2007 and 2006, have been derived from the audited financial statements of the Company, included herein and, in the opinion of the Company, also included all adjustments (consisting of normally recurring adjustments) necessary to present fairly the information set forth therein.



The information in the following table was extracted from the more detailed financial statements and related notes included herein and should be read in conjunction with such financial statements and with the information appearing under the heading Item 5. Operating and Financial Review and Prospects.



Reference is made to Note 13 of the Companys audited financial statements for the years ended December 31, 2008, 2007 and 2006 which are included herein, for a discussion of the material differences between Canadian generally accepted accounting principles (GAAP) and US GAAP, and their effect on the Companys financial statements.



To date, the Company has not generated any cash flow from its activities to fund ongoing activities and cash commitments.  The Company has financed its exploration activity principally through the sale of its equity securities.  The Company does not believe it has adequate resources to maintain its core activities for the 12 months from January 1, 2009 to December 31, 2009, nor sufficient working capital to fund all its planned exploration activities.  In the future, the Company will need to raise additional capital through the sale of its equity securities to fund further exploration activities.  See Item 5. Operating and Financial Review and Prospects - Liquidity and Capital Resources.  The Company may not be able to raise the necessary funds, if any, and may not be able to raise such funds at terms which are acceptable to the Company.  In the event the Company is unable to raise adequate finances to fund the proposed activities, it will need to reassess its alternatives and may have to abandon one or more of its property interests as a result.







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Canadian Generally Accepted Accounting Principles



|                                              |                         |               |               |               |              
|--------------------------------------------- | ----------------------- | ------------- | ------------- | ------------- | -------------
|                                              | (CDN $)                
|                                              | Year Ended December 31,
|                                              | 2008                    | Restated
2007 | Restated
2006 | Restated
2005 | Restated
2004
|Revenue                                       | -                       | -             | -             | -             | -            
|General Corporate Expenditures                | (919,084)               | (1,612,536)   | (1,125,939)   | (988,664)     | (845,181)    
|Exploration Expenditures                      | (2,165,600)             | (1,364,324)   | (817,630)     | (1,149,971)   | (683,324)    
|Foreign Exchange Gain (Loss)                  | 38,071                  | (21,080)      | (2,910)       | (36,624)      | (25,104)     
|Interest and Miscellaneous Income             | 14,210                  | 80,383        | 30,924        | 15,001        | 14,271       
|Write-off of mineral properties               | (411,946)               | (156,240)     | (206,811)     | (225,000)     | -            
|Write-down of marketable securities           | (28,000)                | -             | -             | -             | -            
|                                              |                         |               |               |               |              
|Net Loss for the year                         | (3,472,349)             | (3,073,797)   | (2,122,366)   | (2,385,258)   | (1,539,338)  
|Loss per Share Basic and Diluted              | (0.90)                  | (1.00)        | (1.11)        | (1.50)        | (1.17)       
|Weighted Average Number
of Shares Outstanding | 3,852,576               | 3,061,599     | 1,916,912     | 1,591,682     | 1,319,274    
|                                              |                         |               |               |               |              
|Working Capital                               | (499,176)               | 1,795,810     | 870,731       | 516,270       | 1,686,120    
|Capital Assets                                | -                       | -             | -             | -             | 2,796        
|Mineral Property interests                    | 1,468,502               | 1,712,128     | 1,299,317     | 1,237,033     | 1,072,998    
|Long-Term Debt                                | -                       | -             | -             | -             | -            
|Total Assets                                  | 1,524,520               | 3,588,597     | 2,287,011     | 1,895,578     | 2,812,361    
|Net Assets - Shareholders Equity             | 969,326                 | 3,507,938     | 2,170,048     | 1,753,303     | 2,761,914    



Amounts have been restated to conform to a change in accounting policy. See Changes in accounting policies in the Companys Managements Discussion and Analysis or note 2 of the consolidated financial statements for the year ended December 31, 2008, both of which are available on SEDAR at www.sedar.com.



Adjusted to United States Generally Accepted Accounting Principles



Under U.S. GAAP the following financial information would be adjusted from Canadian GAAP (references are made to Note 13 of the accompanying consolidated audited financial statements):



|                                                  |             |             |               |               |               |               |  |  |  |  |  | 
|------------------------------------------------- | ----------- | ----------- | ------------- | ------------- | ------------- | ------------- |  |  |  |  |  | 
|                                                  |             | (CDN $)    
|Consolidated Statements of Operations             |             |             |               |               |              
|                                                  |             | 2008        | Restated
2007 | Restated
2006 | Restated
2005 | Restated
2004
|Loss for the year under Canadian and US GAAP      | (3,472,349) | (3,073,797) | (2,122,366)   | (2,385,258)   | (1,539,338)  
|Unrealized gains on available-for-sale
securities | -           | 14,000      | 7,000         | -             | -            
|Comprehensive loss under US GAAP                  | (3,472,349) | (3,059,797) | (2,115,366)   | (2,385,258)   | (1,539,338)  
|Basic and diluted loss per share
under US GAAP    | (0.90)      | (1.00)      | (1.10)        | (1.50)        | (1.17)       





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|                                       |         |               |               |               |               |  |  |  |  |  | 
|-------------------------------------- | ------- | ------------- | ------------- | ------------- | ------------- |  |  |  |  |  | 
|Consolidated balance sheets            | (CDN $)
|                                       | 2008    | Restated
2007 | Restated
2006 | Restated
2005 | Restated
2004
|Shareholders Equity                   |         |               |               |               |              
|Balance per Canadian GAAP              | 969,326 | 3,507,938     | 2,170,048     | 1,753,303     | 2,761,914    
|Accumulated other comprehensive income | -       | 21,000        | 7,000         | -             | -            
|Balance per US GAAP                    | 969,326 | 3,528,938     | 2,177,048     | 1,753,303     | 2,761,914    



Exchange Rate History



The noon rate of exchange on May 31, 2009, published by the Bank of Canada for the conversion of Canadian dollars into United States dollars was CDN$1.0961 (US$0.9123 = CDN$1.00).



The following table sets forth the average exchange rate for one Canadian dollar expressed in terms of one U.S. dollar for the past five fiscal years.   The exchange rates are based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.



|                                    |        
|----------------------------------- | -------
|Period                              | Average
|                                    |        
|January 1, 2008  December 31, 2008 | 1.0660 
|January 1, 2007  December 31, 2007 | 1.0740 
|January 1, 2006  December 31, 2006 | 0.8818 
|January 1, 2005  December 31, 2005 | 0.8254 
|January 1, 2004  December 31, 2004 | 0.7682 



The following table sets forth high and low exchange rates for one Canadian dollar expressed in terms of one U.S. dollar for the past six months:



|                  |        |       
|----------------- | ------ | ------
|Month             | High   | Low   
|May 2009 (1)      | 0.9198 | 0.8423
|April 2009 (1)    | 0.8375 | 0.7910
|March 2009 (1)    | 0.8167 | 0.7692
|February 2009 (1) | 0.8202 | 0.7758
|January 2009 (1)  | 0.8458 | 0.7849
|December 2008 (2) | 0.8358 | 0.7711

(1)Exchange rate based on the daily noon rate in Canada as published by the Bank of Canada. Exchange rates published by the Bank of Canada are nominal quotations -- not buying or selling rates -- and are intended for statistical or analytical purposes.

(2)Exchange rate based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.



Recent Accounting Pronouncements



United States Pronouncements



In December 2007, the FASB issued SFAS 160 a standard on accounting for non-controlling interests and transactions with non-controlling interest holders in consolidated financial statements. The standard is converged with standards issued by the AcSB and IASB on this subject. This statement specifies that non-controlling interests are to be treated as a separate component of equity, not as a liability or other item outside of equity. Because non-controlling interests are an element of equity, increases and decreases in the parent's ownership interest that leave control intact are accounted for as capital transactions rather than as a step acquisition or dilution gains or losses. The carrying amount of the non-controlling interests is adjusted to reflect the change in ownership interests, and any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity attributable to the controlling interest.







-7-



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This standard requires net income and comprehensive income to be displayed for both the controlling and the non-controlling interests. Additional required disclosures and reconciliations include a separate schedule that shows the effects of any transactions with the non-controlling interests on the equity attributable to the controlling interest.



The statement is effective for periods beginning on or after December 15, 2008. SFAS 160 will be applied prospectively to all non-controlling interests, including any that arose before the effective date. Management anticipates the adoption of this interpretation is not expected to have an effect on the Companys results of operations or financial position.



In December 2007, the FASB issued a revised standard on accounting for business combinations, SFAS 141R. The major changes to accounting for business combinations are summarized as follows:

§

all business acquisitions would be measured at fair value.

§

the existing definition of a business would be expanded.

§

pre-acquisition contingencies would be measured at fair value.

§

most acquisition-related costs would be recognized as expense as incurred (they would no longer be part of the purchase consideration).

§

obligations for contingent consideration would be measured and recognized at fair value at acquisition date (would no longer need to wait until contingency is settled).

§

liabilities associated with restructuring or exit activities be recognized only if they meet the recognition criteria of SFAS 146, Accounting for Costs Associated with Exit  or Disposal Activities, as of the acquisition date.

§

non-controlling interests would be measured at fair value at the date of acquisition (i.e. 100% of the assets and liabilities would be measured at fair value even when an acquisition is less than 100%).

§

goodwill, if any, arising on a business combination reflects the excess of the fair value of the acquiree, as a whole, over the net amount of the recognized identifiable assets  acquired and liabilities assumed. Goodwill is allocated to the acquirer and the  non-controlling interest.

§

in accounting for business combinations achieved in stages, commonly called step acquisitions, the acquirer is to re-measure its pre-existing non-controlling equity  investment in the acquiree at fair value as of the acquisition date and recognize any  unrealized gain or loss in income.



The statement is effective for periods beginning on or after December 15, 2008.



Canadian Pronouncements



Goodwill and Intangible Assets



CICA Handbook Section 3064, Goodwill and Intangible Assets, establishes revised standards forrecognition, measurement, presentation and disclosure of goodwill and intangible assets. Concurrent withthe introduction of this standard, the CICA withdrew EIC 27, Revenues and Expenses, during the pre-operatingperiod. As a result of the withdrawal of EIC 27, companies will no longer be able to defer costsand revenues incurred prior to commercial production at new mine operations. The changes are effective forinterim and annual financial statements beginning January 1, 2009. The Company does not expect there to be an impactof the adoption of this change on the disclosure in its consolidated financial statements.



Risk Factors



Due to the nature of the Companys business and the present stage of exploration on its mineral resource properties, the following risk factors apply to the Companys activities (see Item 4. Information on the Company  History and Development of the Company):





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Liquidity and Cash Flow:The Company has limited financial resources, has a history of losses and has no source of operating cash flow.  The Company has not generated any revenues from its mineral claims and does not anticipate any in the foreseeable future.  Historically, the only source of funds available to the Company has been through the sale of its common shares.



As of May 31, 2009, the Company had negative working capital of approximately $590,000.  The Company does not have adequate resources to maintain its core activities and has ceased its exploration activities for the time being, as well as taking steps to reduce overhead and other costs.   In the future, the Company will need to raise additional capital through the sale of its equity securities to fund further exploration activities.  See Item 5. Operating and Financial Review and Prospects - Liquidity and Capital Resources.  The Company may not be able to raise the necessary funds, if any, and may not be able to raise such funds at terms which are acceptable to the Company.  In the event the Company is unable to raise adequate finances to fund the proposed activities, it will need to reassess its alternatives and may have to abandon one or more of its property interests as a result.  Any further additional equity financing undertaken by the Company may cause dilution to its shareholders.



Exploration Stage Company:All of the Companys property interests are in the exploration stage and do not contain any reserves, as that term is defined in SEC Guide 7.  The term reserves is defined in SEC Guide 7 as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. SEC Guide 7 is available from the SECs website at:

http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.



Mineral exploration involves significant risk and few properties that are explored are ultimately developed into  producing mines.  The probability of an individual prospect ever having reserves that meet the requirements of SEC Guide 7 is extremely remote.  The Companys property interests, in all probability, do not contain any reserves and any funds spent on exploration of the Companys property interests will probably be lost.  If any of the Company's exploration programs are successful, the Company will require additional funds to advance the property beyond the exploration stage.  Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining.  If the Company is unable to secure additional funding, the Company may lose its interest in one or more of its mineral claims and/or may be required to cease all activities.



Additional Financing:In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly junior mineral exploration companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.  Substantially all of the Company's financings have been conducted through the sale of its common stock.  Continued price fluctuations will have a significant impact on the Companys ability to complete equity financings.



Exploration Risks:The properties in which the Company has an interest are located in Argentina (a portion of one project extends into Chile) Peru and Nevada, United States.  Mineral exploration activities may be affected in varying degrees by political instability and government regulations relating to the mining industry.  Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business.  The Companys exploration activities may be affected in varying degrees by government regulations with respect to restrictions on price controls, export controls, income taxes, expropriations of property, environmental legislation and mine safety.  The status of Peru and Argentina as developing countries may make it more difficult for the Company to obtain any required exploration financing for its projects.  The effect of all of these factors cannot be accurately predicted.  The Peruvian and Argentinean economies have experienced recessions in recent years and there can be no assurance that their economies will recover from such recessions.  If the economies of Peru and Argentina fail to grow or suffer a recession, the Company may not be able to continue its activities in those countries.  The Company does not maintain and does not intend to purchase political risk insurance.



Exploration activities require permits from various federal, provincial or territorial and local governmental authorities and are subject to national and local laws and regulations governing prospecting, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, and others which currently or in the future may have a substantial adverse impact on the Company.  See Item 4. Information on the Company - Business Overview - Government Regulations.  Exploration activities are also subject to substantial regulation under these laws by governmental agencies.  There can be no assurance, however, that all permits which the Company may require for its exploration activities will be obtainable on reasonable terms or on a timely basis or such laws and regulations would not have an adverse effect on any project which the Company might undertake.







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If the Company is unable to obtain the necessary permits for its exploration activities, the Company might have to change or abandon its planned exploration for such non-permitted properties and/or to seek other joint venture arrangements.  In such event, the Company might be forced to sell or abandon its property interests.



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 exploration activities to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.



Any change in or amendments to current laws, regulations and permits governing activities of mineral exploration companies, or more stringent implementation thereof, could require increases in exploration expenditures, or require delays in exploration or abandonment of new mineral properties.  The cost of compliance with changes in governmental regulations has a potential to increase the Companys expenses.



Project Delay:If the Company undertakes new, or significantly expands its existing, exploration activities the Company may be required to obtain pre-construction environmental and land use review and comply with permitting, control and mitigation requirements of the jurisdiction in which such activities are to be conducted.  Compliance with new requirements could impose costs on the Company in the future, the materiality of which cannot reasonably be predicted at this time.  Also, the Company may require additional permits for its future activities, which may or may not be obtainable on reasonable terms.



Title to Properties:The Company owns, leases or has under option mining claims, mineral claims or concessions which constitute the Company's property holdings.  The ownership and validity of mining claims and concessions are often uncertain and may be contested.



The Company does not obtain title insurance for its property interests.  The possibility exists that title to one or more of its concessions, particularly title to undeveloped claims, might be defective because of errors or omissions in the chain of title, including defects in conveyances and defects in locating or maintaining such claims, or concessions.



The Companys mineral property interests may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.  Surveys have not been carried out on any of the Companys mineral properties, therefore, in accordance with the laws of the jurisdiction in which such properties are situated; their existence and area could be in doubt.  Until competing interests in the mineral lands have been determined, the Company can give no assurance as to the validity of title of the Company to those lands or the size of such mineral lands.



If the Company, or the person or entity from which the Company has obtained an option for property interests, does not have proper title to its property interests, the Company may incur significant expenses defending or acquiring proper title and/or may have to abandon such interests, which may result in significant losses for the Company and could result in the Company having to cease all of its activities.



Price Fluctuations and Share Price Volatility:In recent years the securities markets in Canada have experienced a high level of price and volume volatility and the market price of securities of many companies, particularly junior mineral exploration companies, like the Company, have experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. In particular, the per share price at closing of the Companys common shares on the TSX Venture Exchange (the TSX-V) fluctuated from a high of $0.28 to a low of $0.01 (pre-consolidated ) during the 12-month period ending December 31, 2008.  There can be no assurance that continual fluctuations in price will not occur.







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Currency Risk:  Business is transacted by the Company in a number of currencies.  Fluctuations in exchange rates may have a significant effect on the cash flows of the Company.  Future changes in exchange rates could materially affect the Companys results in either a positive or negative direction.



Operating Hazards and Risks:All of the Companys mineral claim interests are located outside of Canada.  If the Company were to become involved in a legal action in Canada relating to its mineral claim interests, the Company may not be able to enforce any judgment it obtains in such an action against assets located outside of Canada.



Peru has been the subject of terrorism. The Company may not be able to continue its activities in Peru if the terrorism resumes.  The Company may not be able to find suitable labor for its Peruvian projects or may have difficulty in obtaining financing for its Peruvian projects in that event.



The Companys long-term profitability will in part be directly related to the costs and success of its exploration programs, which may be affected by a number of factors.  Mineral exploration is a speculative business characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit.  The Company may not discover minerals in sufficient quantities to justify activities beyond the exploration stage.  In which case, the Company may have to delay or abandon its mineral property interests.



The marketability of minerals may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as fluctuations in the metals markets, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, prices, taxes, land tenure, land use, allowable production, importing and exporting of minerals, and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or losing its investment capital.



Management:The success of the activities of the Company is dependent to a significant extent on the efforts and abilities of its key management, Mr. Nikolaos Cacos, the President, Chief Executive Officer and a director of the Company, and Mr. Jerry Minni, a director of the Company.  The loss of services of either Mr. Cacos or Mr. Minni could have a material adverse effect on the Company.  Other than as disclosed under Item 6. Directors, Senior Management and Employees - Employment Agreements, the Company has not entered into employment agreements with any of its officers and is not expected to do so in the foreseeable future.  The Company has not obtained key-man life insurance on any of its officers or directors.



Dependence Upon Others:The success of the Companys proposed operations will depend upon numerous factors, many of which are beyond the Companys control, including (i) the ability of the Company to enter into strategic alliances through a combination of one or more joint ventures, mergers or acquisition transactions, (ii) the ability to discover and produce minerals; (iii) the ability to attract and retain additional key personnel in investor relations, marketing, technical support, and finance; and (iv) the ability and the operating resources to develop and maintain the properties held by the Company. These and other factors will require the use of outside suppliers as well as the talents and efforts of the Company.  There can be no assurance of success with any or all of these factors on which the Companys proposed operations will depend.



Conflicts of Interest:Several of the Companys directors are also directors, officers or shareholders of other companies.  Some of the directors and officers are engaged and will continue to be engaged in the search for additional business opportunities on behalf of other corporations, and situations may arise where these directors and officers will be in direct competition with the Company.  Such associations may give rise to conflicts of interest from time to time.  Such a conflict poses the risk that the Company may enter into a transaction on terms which could place the Company in a worse position than if no conflict existed.  Conflicts, if any, will be dealt with in accordance with the relevant provisions of the Business Corporations Act(British Columbia) (the BCBCA).  The directors of the Company are required by law to act honestly and in good faith with a view to the best interest of the Company and to disclose any interest which they many have in any project or opportunity of the Company.  However, each director has a similar obligation to other companies for which such director serves as an officer or director.  In order to avoid the possible conflict of interest which may arise between the directors duties to the Company and their duties to the other companies on whose boards they serve, the directors and officers of the Company have agreed to the following:



1.

participation in other business ventures offered to the directors will be allocated between the various companies and on the basis of prudent business judgment and the relative financial abilities and needs of the companies to participate;

2.

no commissions or other extraordinary consideration will be paid to such directors and officers; and

3.

business opportunities formulated by or through other companies in which the directors and officers are involved will not be offered to the Company except on the same or better terms than the basis on which they are offered to third party participants.







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As of the date of this annual report all material related party transactions which have arisen since January 1, 2005, have been described in Item 7.  Major Shareholders and Related Party Transactions.



Insurable Risks and Limitations of Insurance:The Company maintains certain insurance, however, such insurance is subject to numerous exclusions and limitations.  The Company maintains a Total Office Policy in Canadian dollars on its principal offices.  Generally, the Total Office Policy provides All Risk Replacement Cost Coverage on office contents, up to $450,000, with a $2,500 deductible.  In addition, the policy provides Commercial General Liability coverage of up to $5,000,000 for Third Party Bodily Injury or Property Damage, per occurrence and $2,000,000 for Tenants Legal Liability for any one leased premises, with a $500 deductible.  The Company also has insurance coverage of up to $5,000,000 for non-owned automobile liability.



The Company maintains a Foreign Commercial General Liability policy in U.S. dollars which provides US$5,000,000 coverage for bodily injury or property damage per occurrence and coverage up to US$5,000,000 per offence for personal injury or advertising injury (libel, slander, etc.).  The policy has a general aggregate limit for all claims during each consecutive policy period, except for those resulting from product hazards or completed operations hazards, of US$5,000,000.  The policy has a US$5,000,000 aggregate limit for each consecutive policy period, for bodily injury or property damage liability arising out of completed operations and products.  In addition, the Foreign Commercial General Liability policy provides for coverage of up to US$10,000 in medical expenses, per person, with a US$10,000 limit per accident, and up to US$100,000 for each occurrence of tenants' fire legal liability.  The policy does not apply to injury or damages occurring within Canada, the U.S. (including its territories and possessions), Puerto Rico, any countries or territories against which the U.S. has an embargo, sanction or ban in effect, territorial waters of any of the foregoing, the Gulf of Mexico, or international waters or airspace when an injury or damage occurs in the course of travel or transportation to any country or place included in the foregoing.  The policy also does not cover asbestos related claims or liability for bodily injury or property damages arising out of the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere, or any water-course or body of water.  The policy also contains a professional liability exclusion which applies to bodily injury or property damage arising out of defects in maps, plans, designs or specifications prepared, acquired or used by the Company or arising out of any act of negligence, error, mistake or omission in rendering or failing to render professional consulting or engineering services, whether performed by the Company or other for whom the Company is responsible.



The Company maintains a Foreign Commercial Automobile Liability Insurance policy on owned, leased, hired and non-owned automobiles with the following liability limitations:



·

$5,000,000 bodily injury liability for each person.

·

$5,000,000 bodily injury liability for each occurrence.

·

$5,000,000 property damage liability for each occurrence.

·

$10,000 medical expense coverage, per person.

·

$10,000 medical expense coverage, per accident.



The foregoing descriptions of the Companys insurance policies do not purport to be complete and does not cover all of the exclusions to such policies.







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Foreign Countries and Regulatory Requirements: The projects in which the Company has an interest are located in Peru and Argentina.  Mineral exploration and mining activities in Peru and Argentina may be affected in varying degrees by political instability and government regulations relating to the mining industry.  Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business.  The Company does not maintain and does not intend to purchase political risk insurance.  Exploration may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriations of property, environmental legislation and mine safety.  The status of Peru and Argentina as developing countries may make it more difficult for the Company to obtain any required exploration financing for its projects.  The effect of all of these factors cannot be accurately predicted.  The Peruvian and Argentine economies have experienced recessions in recent years and there can be no assurance that their economies will recover from such recessions.



Argentina has recently experienced some economic and political instability.  Management believes the new democratic elected government is making progress in the domestic economy and it is improving the image of the country internationally.  Additionally, management believes the economic crisis of December 2001 has been overcome, and although the country had defaulted on its loans, it has repaid its debt to the International Monetary Fund in December 2005.  The Company maintains its funds in Canada and only forwards sufficient funds to meet current obligations and overhead in South America.  The Company does not believe that any current currency restrictions which may be imposed will have any immediate impact on the Companys activities.



Impact of Government Regulations on the Companys Business:The Companys activities are subject to various governmental regulations in Peru, Argentina and Chile.



Peru



Mining Industry



Peru has a lengthy history of mining activities that predates the Spanish conquistadors.  Although political unrest and instability have slowed the development of some of Perus ore bodies in recent years, mining continues to be an important contributor to the national economy and exploration by foreign companies is accelerating due to the abundance of mineral sources.  Peru ranks among the top 20 gold producing nations.



Mineral Concessions in Peru



Under Peruvian law the right to explore for and exploit minerals is granted by way of concessions.  A Peruvian mining concession is a property-related right, distinct and independent from the ownership of land on which it is located, even when both belong to the same person.  The rights granted by a mining concession are defensible against third parties, transferable, chargeable and in general, may be the subject of any transaction or contract.  The basic unit for newly claimed mining concessions is 100 hectares and existing concessions of greater than 100 hectares will be reduced to that amount.  Otherwise, concessions can only be divided by percentage parts or shares.  Buildings and other permanent structures used in a mining operation are considered real property and as an accessory to the concession on which they are situated.



The concession holder must pay an annual rent of US$3.00 per hectare (except for the year of acquisition, as this rent is paid as part of the concession application fee).  The concession holder must sustain a minimum level of annual commercial production of greater than US$100 per hectare in gross sales within six years of the grant of the concession or, if the concession has not been put into production within that period, from the seventh year, a penalty is due of US$6.00 per hectare per year in addition to the annual rent.  The concession will terminate if the annual rent is not paid for two consecutive or alternative years.  The term of a concession is indefinite provided it is properly maintained by payment of rental duties.



The Constitution of Peru provides that foreign persons or companies cannot acquire or own a land title or mining right, directly or indirectly, if such land title or mining right is located within 50 kilometres of Perus borders.  The government of Peru is permitted to grant an exemption by publishing an official statement declaring a public necessity, called a Decreto Supremo.  The Decreto Supremo must be signed by the President of Peru and the Presidential Cabinet, called the Consejo de Ministros.







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None of the Companys Peruvian property interests are located within 50 kilometres of Perus borders.



Many commercial activities performed by private companies are subject to some government inspection or control, including mining, which requires prior government permission, licensing or concession, and compliance with special registration procedures of the Department of Energy and Mines.  However, the Companys exploration activities do not require any licenses or permits from the Department of Energy and Mines.  The Company has obtained the necessary permits, if any, for its current and planned work on the Peruvian properties.



Argentina



Mining Industry



Mineral companies are subject to various federal and provincial laws and regulations including specific mining and environmental rules.  The Company believes it is in material compliance with all applicable legislation.



The right to explore a property (a cateo) and the right to exploit (a mina) are granted by administrative or judicial authorities via concessions.  Foreign individuals and corporations may apply for and hold cateos and minas, at the same level as local investors without differences of any nature.  Cateos and minas are freely transferable upon registration with the Provincial Mining Registry where title to the cateo or mina was first registered.  Upon the grant of a legal concession of a cateo or a mina, parties have the right to explore the land or to own the mine and the resources extracted therefrom.

Regulatory Environment



Management believes the present government is committed to opening up the economy and there has been progress in reducing import duties and export taxes.  For decades local industry has been protected and the transition to greater international competitiveness will take some time.



Importers and exporters must be registered with Argentinean Customs office.  Except for a limited list of items requiring the previous approval of the authorities there are no import restrictions.  Import of pharmaceuticals, drugs, foodstuffs, defense material and some other items require the approval of the applicable government authority.  Import duties are being progressively reduced in accordance with the free enterprise and free-trade policy being implemented by the government in order to achieve greater international competitiveness.  To illustrate, duties currently range between zero and 20 percent.  Restrictions on exports are not generally imposed, although there are export taxes currently in place including mineral products.



Nevada, United States



In the U.S., much of the Companys exploration activities occur on unpatented lode mining claims and mill sites that are on federal lands pursuant to federal mining laws.  There are numerous federal regulatory developments that could restrict the Companys activities and significantly increase regulatory obligations and compliance costs with respect to the Companys exploration activities.



The Companys exploration programs in Nevada are subject to state and federal regulations regarding environmental considerations.  All activities associated with the exploration for minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of streams and fresh water sources, odor, noise, dust and other environmental protection controls adopted by federal, state and local governmental authorities as well as the rights of adjoining property owners.  The Company may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that its activities may have upon the environment.  All requirements imposed by any such authorities may be costly, time consuming and may delay commencement or continuation of the Companys activities.  Future legislation may significantly emphasize the protection of the environment, and, as a consequence, the activities of the Company may be more closely regulated to further the cause of environmental protection.  Such legislation, as well as further interpretation of existing laws in the United States, may require substantial increases in equipment and operating costs to the Company and delays, interruptions, or a termination of its activities, the extent of which cannot be predicted.  Environmental problems known to exist at this time in the United States may not be in compliance with regulations that may come into existence in the future.  This may have a substantial impact upon the capital expenditures required of the Company in order to deal with such problem and could substantially reduce earnings.



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At the present time, the Companys mineral exploration activities in Nevada are in compliance with all known environmental requirements.



Additionally, the National Historic Preservation Act requires that all operators on public lands conduct an archeological survey of the proposed sites of new disturbance.  As of the date of this annual report the Company has not conducted an archeological survey on its Nevada properties.  In the future the Company may be required to conduct such a survey if its activities constitute a disturbance.  To the best of managements knowledge, there are no known environmental or threaten and endangered species issues at our Nevada properties that would provide grounds for denial of approval of a plan of operation.



Environmental Regulations:The Companys proposed operations are subject to environmental regulations promulgated by government agencies from time to time.  Environmental legislation 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.  At present, the Company does not believe that compliance with environmental legislation and regulations will have a material affect on the Companys proposed operations; however, any changes in environmental legislation or regulations, or in the Companys business, may cause compliance with such legislation and/or regulation to have a material impact on the Companys activities.  In addition, certain types of operations require the submission and approval of environmental impact assessments.  Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent.  Environmental 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.  The Company intends to ensure that it complies fully with all environmental regulations relating to its proposed operations.



No Dividends:The Company has never declared or paid cash dividends on its common shares and does not anticipate doing so in the foreseeable future.  Additionally, the determination as to the declaration of dividends is within the discretion of the Companys Board of Directors, which may never declare cash dividends on the Companys common stock.  Investors cannot expect to receive a dividend on the Companys common shares in the foreseeable future, if at all.



Penny Stock Regulation:The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Generally, penny stocks are equity securities with a price of less than US$5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system).  Since the Companys shares are traded for less than US$5.00 per share, the shares are subject to the SECs penny stock rules until such time as (1) the Companys net tangible assets exceed US$5,000,000 during the Companys first three years of continuous operations or US$2,000,000 after the Companys first three years of continuous operations; or (2) the Company has had average revenue of at least US$6,000,000 for three years.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prescribed by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer must obtain a written acknowledgement from the purchaser that the purchaser has received the disclosure document.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction.  These requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  Such rules and regulations may make it difficult for holders to sell the common stock of the Company, and they may be forced to hold it indefinitely.



Exchange Approvals:Pursuant to the policies of the TSX-V, the Company is required to provide certain information about proposed acquisitions to the TSX-V and the Company must obtain approval from the TSX-V prior to completing any proposed acquisition.  In addition, the Company must obtain approval from the TSX-V prior to issuing any shares in connection with an acquisition of, or the exercise of an option on, a property interest.  There is no assurance that the TSX-V will approve the acquisition of any additional properties by the Company, whether by way of option or otherwise, or the subsequent issuance of any shares in connection with any property which the Company acquires.







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United States Market:The Companys common stock is illiquid and its shareholders may be unable to sell their shares. The Companys common shares are currently quoted on the Over-the-Counter Bulletin Board (the OTCBB), operated by the National Association of Securities Dealers, and are thinly traded. In the past, the Companys share trading prices have fluctuated widely, depending on many factors that may have little to do with the Companys activities or business prospects. There is currently a limited market for the Companys common shares and the Company can provide no assurance to investors that a market will develop. Consequently, the Companys shareholders in the United States may not be able to use their shares for collateral or loans and may not be able to liquidate at a suitable price in the event of an emergency.  If a market for the Companys common shares does not develop, the Companys shareholders may not be able to re-sell the Companys common shares that they have purchased and they may lose all of their investment.  In addition, the OTCBB is not an exchange and, because trading of securities on the OTCBB is often more sporadic than the trading of securities listed on an exchange of the NASDAQ Stock Market, Inc., and the Companys shareholders may have difficulty reselling any shares purchased.



Enforcement of Legal Process:It may be difficult to bring and enforce suits against the Company.  The Company is a corporation incorporated in British Columbia.  None of the Companys directors are residents of the United States, and all or a substantial portion of their assets are located outside of the United States.  As a result, it may be difficult for U.S. holders of the Companys common shares to effect service of process on these persons within the United States or to enforce judgments obtained in the U.S. based on the civil liability provisions of the U.S. federal securities laws against the Company or its officers and directors. In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against the Company, its officers or directors predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against the Company, its officers or directors predicated upon the U.S. federal securities laws or other laws of the United States.



U.S. laws may not be enforced by a Canadian court if those laws are contrary to Canadian public policy, are foreign penal laws or laws that deal with taxation or the taking of property by a foreign government or they are not in compliance with applicable Canadian legislation regarding the limitation of actions.  Also, a judgment obtained in a U.S. court may not be recognized by a Canadian court:



a)

where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law;

b)

the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

c)

the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;

d)

a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court;

e)

the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy;

f)

the judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or

g)

there has not been compliance with applicable Canadian law dealing with the limitation of actions.



Competition:The mineral industry is intensely competitive in all its phases.  The Company competes with many companies possessing greater financial resources and technical facilities than itself for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees. If the Company is unable to effectively compete against the other companies engaged in the mineral exploration industry, the Company may be forced to cease all of its activities.  Specifically, if the Company is unable to recruit and retain qualified officers, consultants and others to provide the Company with the expertise necessary to plan and implement its exploration programs, the Company may be required to delay or abandon its exploration programs or cease its activities entirely.





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Outside Scrutiny:Some mining companies have experienced issues and problems from local communities relating to their exploration activities.  These local communities have restricted access to the companies properties.  If the Companys activities are not acceptable to communities where work is being undertaken, the Company may have to abandon its investment in the property.



Dilution:The Company may in the future grant to some or all of its directors, officers, insiders and key employees options to purchase the Companys common shares as non-cash incentives to those employees.  Such options may be granted at exercise prices equal to market prices, or at prices as allowable under the policies of the TSX-V, when the public market is depressed.  To the extent that significant numbers of such options may be granted and exercised, the interests of then existing shareholders of the Company may be subject to additional dilution.



Metals Price Fluctuations:Factors beyond the control of the Company may affect the marketability of any substances discovered.  The prices of various metals have experienced significant movement over short periods of time, and are affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production of such metals.  The supply of and demand for metals are affected by various factors, including political events, economic conditions and production costs in major mineral producing regions. Variations in the market prices of metals may impact on the Company's ability to raise funding to continue exploration of its projects.  In addition, any significant fluctuations in metal prices will impact on the Company's decision to accelerate or reduce its exploration activities.



U.S. Tax Liability:The Company may be deemed to be a Passive Foreign Investment Company (PFIC).  See Item 10.  Additional Information - Taxation.  If the Company is deemed to be a PFIC, a United States holder of the Companys common shares would be required to pay an interest charge together with tax calculated at maximum tax rates on certain excess distributions (defined to include certain dividends from a PFIC and any gain on the sale of stock of a PFIC) unless such holder made an election either to (1) include in his or her taxable income his or her pro rata share of the PFICs ordinary earnings and net capital gains under the Qualified Electing Fund rules or (2) mark to market his or her Company common shares at the end of each taxable year as set forth in Section 1296 of the Internal Revenue Code of 1986, as amended.  The elections require certain conditions be met such as filing on or before the due date, as extended, for filing the shareholders income tax return for the first taxable year to which the election will apply.





Item 4.   Information on the Company.



History and Development of the Company



The Company was incorporated pursuant to the Company Act(British Columbia) (the Company Act) on April 11, 2000 under the name XS Capital Corp.  The single outstanding share was transferred to Mr. Cacos, President and a director of the Company, on April 11, 2001 from Joseph Grosso (a director and Chairman of the Company between February 2004 and October 2008) The Company had no business assets and was inactive until March 2003, when the Company negotiated a number of agreements to option and acquire interests in various mineral concessions located in Argentina, as described below.  As a result of the decision to engage in mineral exploration activities, the Company changed its name to Amera Resources Corporation on March 4, 2003.  There was no change of control or change in management in connection with the name change.







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On March 29, 2004, the BCBCA came into force in British Columbia and replaced the Company Act, which is the statute that previously governed the Company.  In connection with the adoption of the BCBCA, the Companys shareholders (at a shareholder meeting held on June 30, 2004) approved the adoption of new Articles (which replaced in their entirety the prior Articles), approved a resolution which removed the Company from governance under certain pre-existing company provisions under the BCBCA, and altered the companys authorized share capital from 100,000,000 (pre-consolidated) common shares without par value to an unlimited number of common shares without par value.  By Notice of Alteration, the Companys Articles were altered effective September 13, 2004.



On December 5, 2008, the shareholders of the Company passed a special resolution authorizing the authorized share capital of the Company be altered by consolidating all of the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares; the Notice of Articles of the Company be amended; and the name of the Company be changed to Panthera Exploration Inc.



The Company filed an amendment to its Notice of Articles pursuant to the BCBCA to effect the consolidation and name change on December 23, 2008.



In December 2003, the Company completed its initial public offering (IPO) and commenced trading on the TSX-V under the symbol AMS.  Effective September 13, 2006, the Company received clearance for trading on the OTCBB under the symbol AJRSF.  Following the Companys name change to Panthera Exploration Inc. in December 2008, the TSX-V trading symbol changed to PNX.V and the OTCBB trading symbol changed to PNXLF.OB effective December 31, 2008.



See Item 10. Additional Information - Memorandum and Articles of Association.



The Company is a mineral exploration company engaged in the business of acquiring, exploring and evaluating natural resource properties, and potentially joint venturing these properties depending on the evaluation of the property.



The Company entered into a Letter of Intent, dated March 6, 2003, (the Letter of Intent), as amended by Amending Letter Agreement dated September 30, 2003, (the Amended Letter Agreement), with IMA Exploration Inc. (IMA) and Inversiones Mineras Argentinas S.A. (IMASA), an indirect, wholly-owned subsidiary of IMA, whereunder the Company was granted an irrevocable option (the Mogote Option) to acquire a 51% undivided interest in the group of mineral rights known as Mogote, located in the Province of San Juan, Argentina (the Mogote Project).  See Item 4. Information on the Company - Property, Plants and Equipment - Principal Properties - Mogote Project and Item 7. Major Shareholders and Related Party Transactions - Related Party Transactions.  To exercise the option, the Company was required to issue an aggregate 1,650,000 common shares (pre-consolidated) and incur an aggregate US$1,250,000 in exploration expenditures on the Mogote Project by July 1, 2007, less the amount paid ($197,854) to IMA as reimbursement for all past payments made and expenditures incurred by IMA on the Mogote Project,.  The Company also agreed to make all payments required to maintain the Mogote Project in good standing, including all payments due to the underlying owners and vendors thereof, a total of US$269,100.  As of December 31, 2008, the exploration expenditures and the IMA expenditures obligation have been paid in full and 1,650,000 common shares (pre-consolidated) have been issued.  Having fulfilled its obligations under the Mogote Option, the Company continues to be the operator of the Mogote Project.



In March 2005, pursuant to an Acknowledgement Agreement dated December 31, 2004, with Steven K. Jones, M.Sc., C.P.G., the Company acquired two claim blocks in the Roysten Hills area of Nye County of west central Nevada (the Roy and Hills Claims). Mr. Jones, as agent for the Company, staked the Roy and Hills Claims on behalf of the Company in November 2004 and the Company advanced all of the costs associated with staking the claims during the last quarter of fiscal 2004.  Mr. Jones is an arms length, third party.  Mr. Jones transferred the Roy and Hills Claims to Amera Resources (US) Inc., the Companys wholly-owned subsidiary and Quitclaim Deeds were filed with the Bureau of Land Management on June 1, 2005.  On June 9, 2006, the Company granted an option (the Astral Letter of Agreement) on its Roy and Hills properties in Nevada to Astral Mining Corporation (Astral).  Under the terms of the Astral Letter of Agreement, Astral may have earned up to an 80% undivided interest in the Roy and Hills Claims.  Astral could have earned an initial 65% interest in the Roy and Hills Claims by incurring US$2,500,000 in work expenditures over four years and issuing 500,000 of its common shares (pre-consolidated) to the Company.  Astral could then elect to earn an additional 15% interest, by issuing a further 500,000 common shares (pre-consolidated) to the Company and completing a bankable feasibility stage, within three years.  The Astral Letter of Agreement was approved by the TSX-V, and Astral issued the first 100,000 shares (pre-consolidated) to the Company on August 4, 2006. In 2007 Astral carried out a drill program on the Roy and Hills gold projects.  During 2008, the Hills claims were dropped due to the negative results and Astrals recommendation.  During 2008 the option agreement with Astral was terminated due to challenging market conditions.  Accordingly, in 2008 the Company wrote off $64,010 of acquisition costs. The Company has dropped the Hills claims and still maintains title to the Roy property claims. See Item 4. Information on the Company - Property, Plants and Equipment.





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On April 11, 2005, the Company entered into an option agreement with, Carlos Martin Thompson Palacios, for the 800 hectare Cruz de Mayo property located in the southern portion of the Department of Cuzco in Peru. The Company also acquired by direct staking 2,200 hectares of adjacent land for a total of 3,000 hectares.  The Company served notice that they were terminating the option as of July 30, 2007.  See Item 4. Information on the Company - Property, Plants and Equipment.



In October 2005, the Company applied for the 2,400 hectare Cocha concession covering a copper-silver target in the Department of Junin, Peru approximately 23km east of the city of Huancayo and 220km to the east of Lima.  On March 2, 2006 the Company was formally granted the concession title by the Peruvian government and now holds a 100% interest in the property through its wholly-owned Peruvian subsidiary Recursos de los Andes S.A.C. See Item 4. Information on the Company - Property, Plants and Equipment.



On December 7, 2006, the Company executed a letter of intent with Chancadora Centauro S.A.C. to enter into an option agreement to acquire up to a 90% interest in the 11,184 hectare Laguna Gold Project in the Pasco Department of west central Peru.  Upon signing of a cession of mining rights for the property, the Company made a cash payment of US$120,000.  An initial 51% interest could be earned upon incurring US$650,000 in work expenditures and payment of US$890,000.  During the first quarter of 2008, the Company tested various targets at the Laguna Gold Project and determined that proceeding was not feasible.  As a result, the Laguna Gold Project option was terminated.  Accordingly, acquisition costs of $237,816 were written off in the first quarter of 2008.  The Company has no further obligations under the Laguna Gold Project option agreement.  See Item 4. Information on the Company - Property, Plants and Equipment.



On June 30, 2007, the Company entered into a 50/50 joint venture with Golden Arrow to evaluate and acquire precious and base metal properties in Colombia. The joint venture hired an operations manager and retained contract exploration personnel.  The joint venture was evaluating a number of opportunities but did not acquire any mineral properties to date. Accordingly, the Companys proportionate share of costs incurred have been recorded as exploration expense.  On May 7, 2008, the Company withdrew from the Golden Amera  Joint Venture Agreement and stopped contributing further funds.



On  September 19, 2007, the Company entered into two option agreements with Minera Phelps Dodge del Peru S.A.C. ("MPDP"), an indirect subsidiary of Freeport-McMoRan Copper & Gold Inc., to earn up to a 70% undivided interest in two groups of projects in Peru, the Junin Projects and the Arequipa Project (collectively, the MPDP Projects).



In order to earn a 70% undivided interest in the MPDP Projects, the Company must complete US$200,000 in exploration expenditures, including 1,500 metres of drilling, in each of the Junin and Arequipa Projects on or before September 14, 2009. MPDP has the right to claw-back a 30% interest (for a total 60% ownership interest) in each MPDP Project property 60 days after receiving notice that 1,500 metres of drilling has been completed by the Company. In 2008, the MPDP Projects option was terminated.



On November 15, 2007, the Company signed a Letter of Intent with Victor Marcial Garcia Garcia and his wife Elvira Carmen Maria Agois Barbier (the Loma Letter of Intent) to option up to a 100% interest in the Loma Colorada Property located in the Ancash Department, Peru.  Under the terms of the Loma Letter of Intent, the Company may earn up to a 100% undivided interest in the Loma Colorada Property by incurring US$1,400,000 in exploration expenditures and make US$490,000 in cash payments to the vendor over a three year period. The Company can exercise this option (i) at the beginning of the fourth year by making a further payment of US$2,500,000 and a 1% NSR or, alternatively, continue with the option for an additional 12-month period in exchange for a payment of US$400,000 and incurring a further US$3,000,000 in exploration expenditures; or (ii) at the beginning of the fifth year by making a payment of US$200,000 and funding a pre-feasibility study; or (iii) at the end of the fifth year by making a payment of US$5,000,000 and granting to the vendor a 2% NSR.  Each 1% NSR can be purchased by the Company for US$1,000,000. The Loma Colorada option was terminated in 2008 due to the inability to advance the project and the challenging market environment.



On February 1, 2008, the Company signed a Letter of Intent with Geologix Explorations Inc. to earn up to a 70% interest in the Toro Blanco, San Felipe and Sura Properties located in the Huancavelica Department, Peru (collectively, the Huancavelica Properties).  In order to earn an initial 51% undivided interest in the Huancavelica Properties, the Company must complete US$3,800,000 in exploration expenditures on each of the properties, including a minimum of $100,000 exploration commitment during the first year. The Company may earn an additional 10% interest in each of the Huancavelica Properties by completing a positive feasibility study on each Huancavelica Property within three years of earning its 51% interest. A further 9% interest may be earned by the Company by placing the Huancavelica Property into commercial production within six years of earning its initial interest, for an aggregate 70% interest in the Huancavelica Property. The Company terminated the option with Geologix in 2008 due to the challenging market environment.







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On June 25, 2008, the Company announced it had entered into an option to acquire a 100% interest in the 1,075 hectare Cercana porphyry copper project.  The Cercana property is located 21 kilometres southeast of Arequipa city within the Southern Peru Porphyry Copper Belt. The Cercana claims are held under an option to purchase contract with a private Peruvian company. The Company has the option to purchase 100% of the claims by making escalating payments over four years for a total $2,005,000 plus a 0.5% net smelter return (NSR) royalty. A finder's fee was paid of $5,000 in respect of this transaction. During 2008, the Company decided to terminate this option agreement.



To date, the Company has raised $12,971,299 in cash through the sale of its securities. The Company intends to raise additional funding through the sale of its securities to carry out additional exploration on its mineral properties.  See Item 5. Operating and Financial Review and Prospects - Liquidity and Capital Resources.  There are no assurances that the Company will be able to sell additional securities to fund its exploration or overhead requirements, or that the Company will receive a suitable price for any securities sold.



Acquisition and Disposition of Mineral Property Interests during the Three Prior Fiscal Years



During the year ended December 31, 2008, the Company retrospectively changed its accounting policy for exploration expenditures. Prior to the year ended December 31, 2008, the Company capitalized all such costs to mineral properties. Exploration expenditures are now charged to earnings as they are incurred until the property reaches development stage. All direct costs related to the acquisition of resource property interests will continue to be capitalized.



The Company has made additions to mineral properties acquisition costs of $168,320, $569,051 and $302,095, exploration expenditures of $2,165,600, $1,364,324 and $817,630,  and capital assets of $Nil, $Nil and $Nil for the fiscal years ended December 31, 2008, 2007 and 2006, respectively.



In fiscal 2008, the Company wrote off acquisition costs of $237,816 for Laguna and $110,120 for other properties in Peru.  The Company wrote off mineral property acquisition costs for its Walker Lane properties in the US in the amount of $64,010. In fiscal 2007 the Company wrote off mineral property acquisition costs for its Cruz de Mayo property in Peru in the amount of $156,240.  In fiscal 2006 the Company wrote off mineral property acquisition costs for its Esperanza and Sayhue properties in Peru for a total of $206,811.  During fiscal 2006, the Company granted an option on its Roy and Hills properties in Nevada.  See Item 4.  Information on the Company - Property, Plants and Equipment - Principal Properties



Subsequent to the fiscal year ended December 31, 2008, by a Property Transfer Agreement dated May 25, 2009 (the Property Agreement), the Company agreed to sell and transfer to Golden Arrow Resources Corp. (Golden Arrow) all of the Companys interests in four (4) properties located in Peru known as the Cocha, Mitu, Fuyani and Acero properties, and a 51% interest in the Mogote Property, located in Argentina (collectively, the Properties), representing all or substantially all of the Companys undertaking, and more particularly described as follows.  The transaction is subject to disinterested shareholder approval at the Companys annual and special meeting of shareholders scheduled for July 22, 2009.





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Cocha,  Acero, Fuyani and Mitu Properties, Peru



|        |             |                               |             |         
|------- | ----------- | ----------------------------- | ----------- | --------
|Project | Claim       | Ownership                     | File No.    | Hectares
|Acero   | Acero 1     | Recursos de los Andes S.A.C.  | 010-2343-05 | 800     
|Acero 2 | 010-2344-05 | 900                          
|Cocha   | Cocha 1     | Recursos de los Andes  S.A.C. | 01-03261-05 | 900     
|Cocha 2 | 01-03262-05 | 1000                         
|Cocha 3 | 01-03263-05 | 500                          
|Cocha 4 | 01-04495-06 | 1000                         
|Cocha 5 | 01-04497-06 | 1000                         
|Cocha 6 | 01-04496-06 | 1000                         
|Cocha 7 | 01-04498-06 | 1000                         
|Cocha 8 | 01-04494-06 | 700                          
|Fuyani  | Fuyani      | Recursos de los Andes S.A.C.  | 01-00875-06 | 1000    
|Mitu    | Mitu 1      | Recursos de los Andes S.A.C.  | 01-00869-06 | 1000    
|Mitu 2  | 01-00870-06 | 1000                         
|Mitu 3  | 01-00871-06 | 1000                         
|Mitu 4  | 01-00872-06 | 1000                         



Mogote Property, San Juan Province, Argentina



|             |               |          
|------------ | ------------- | ---------
|FILE N°      | PROPERTY NAME | SURFACE  
|425.098-A-00 | ADELA 1       | 1999  has
|             | Mine          |          
|             |               |          
|156.277-S-76 | MOGOTES 1     | 54 has   
|             | Mine          |          
|             |               |          
|156.280-S-76 | MOGOTES 4     | 54 has   
|             | Mine          |          
|             |               |          
|156.281-S-76 | MOGOTES 5     | 54 has   
|             | Mine          |          
|             |               |          
|156.282-S-76 | MOGOTES 6     | 54 has   
|             | Mine          |          
|             |               |          
|156.283-S-76 | MOGOTES 7     | 54 has   
|             | Mine          |          
|             |               |          
|156.285-S-76 | MOGOTES 9     | 54 has   
|             | Mine          |          
|             |               |          
|156.290-S-76 | MOGOTES 14    | 54 has   
|             | Mine          |          
|             |               |          
|520.275-V-97 | MOGOTES NORTE | 1651 has 
|             | Mine          |          
|             |               |          
|520.274-V-97 | MOGOTES SUR   | 2126 has 
|             | Mine          |          
|             |               |          
|338579-R-92  | MOGOTES       | 2348  has
|             | Cateo         |          
|             |               |          
|338.579-R-92 | Exploration   | 2349 has 
|             | Permit        |          
|             |               |          
|112442-I-07  | Exploration   | 148 has  
|             | Permit        |          
|             |               |          
|112443-I-07  | Exploration   | 166 has  
|             | Permit        |          



The Company has conducted exploration work on the Properties since 2003 for the Mogote property in Argentina, and since 2004 for the other four (4) Peruvian properties.  The Company has incurred a total of $1,468,502 in acquisition costs and another $6,535,083 in exploration work over that period, with the primary expenditures being for the Mogote property of $1,389,309 in acquisition costs and $1,583,813 in exploration work.  The Company also holds the Roy property consisting of 478 hectares located in the Walker Lane epithermal belt of west central Nevada.  The Company currently has total indebtedness of over $650,000.



The Company had financed the acquisition and exploration costs on the Properties through equity financing, and in addition for the Mogote property by a 51%/49% joint venture with Golden Arrow (which originally optioned to the Company in 2003 and still holds 49% of the Mogote property).  Unfortunately, the prevailing current economic conditions have inflicted a severe blow to the viability of sustaining the Companys operations in Peru and Argentina.  Being unable to raise new equity financing, and with the substantial accumulated corporate debts, the Company came to the conclusion in early 2009 that it cannot sustain its operations in South America.  In result, the Company wrote down its investment in the Properties for its first quarter ended March 31, 2009 by another $1,279,502.  Furthermore, the ongoing maintenance requirements for the concessions in Peru required significant financial payments of $107,000 before the end of June 2009.  Due to the current weak financial position of the Company, it would have been unable to make these property payments, and the concessions would have lapsed.  Accordingly, the Management of the Company had to make the difficult decision of ceasing operations in South America and liquidating its assets.



Efforts Management has Made to Secure Best Price

The Company monitored the growing credit crisis through August 2008, and in early 2009 initiated early discussions with possible purchasers of the projects, as a parallel activity to discussions with project funding sources.  As the global financial crisis grew, and commodity and equity prices collapsed, the interest of brokers in taking on any new equity financing for a junior exploration company with projects in South America waned and the range of offering prices spiraled downwards.

The deteriorating equity markets made it impossible for the Company to complete project financing through issuing additional equity in the Company given the amounts required to be raised and the financial market conditions.  In result, faced with the prospect of losing the Properties through forfeiture, the decision was made to sell the Companys interests in the Properties, and maintain the Roy property in Nevada.



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Golden Arrow originally optioned to the Company in 2003, and has been a joint venture partner of the Company on, the Mogote property since the Company earned its 51% interest therein in 2008.  The Board of Directors of the Company has two directors in common with Golden Arrow, Nikolaos Cacos, President and CEO of the Company, and Dr. David Terry, P. Geo., and accordingly under the policies of the TSX Venture Exchange (the Exchange), the Company therefore deals with Golden Arrow on a non-arms length basis.  Golden Arrow is an informed purchaser, knowledgeable about the mineral exploration industry in general and the exploration and development of properties in South America in specific.  Golden Arrow was an obvious potential purchaser for the Properties, due to its existing 49% interest in the Mogote property.

On the basis of other discussions with possible purchasers, and the lack of potential sources of funding available to the Company to finance development of these projects, and the Fairness Opinion described below, Management is of the opinion that the purchase price payable for the Properties under the Property Agreement is fair and reasonable, given the uncertainty as to how long the current financial environment will last, the uncertainties regarding the on-going market value of the Properties, and the costs, capital investment, and timeline required to develop these projects.  Management was also mindful of the fact that significant property maintenance costs of $107,000 are due by the end of June 2009 to maintain the Peruvian properties in good standing, failing which these properties and the Companys significant investment therein will be lost.



Terms and Conditions of the Property Agreement

Pursuant to the terms of the Property Agreement, Golden Arrow will purchase the Properties from the Company for consideration of US$150,000, and grant to the Company a one percent (1%) net smelter returns royalty (the NSR Royalty), one half of which may be purchased by Golden Arrow for US$1 million.  Golden Arrow will also assume all of the ongoing property maintenance requirements of the Properties, estimated at a cost of $107,000 for claim validation fees.



The USD$150,000 to be paid by Golden Arrow for the Properties, will assist the Company in paying down its indebtedness.  The Company plans to aggressively pursue its debt reduction plans, and the Disposition is part of a wider re-organization plan to finance or settle all of the Companys outstanding debts.



Fairness Opinion



The board members who are independent of any material interest in Golden Arrow or the Disposition, being Messrs. Jerry Minni, Gerald Carlson and Robert Coltura, approved the Disposition by way of directors consent resolutions.  The disinterested members of the Companys board of directors commissioned Bruce McKnight Advisor Services (McKnight) to prepare a fairness opinion regarding the Disposition.  McKnight prepared a fairness opinion dated May 22, 2009 (the Fairness Opinion), which found that the terms of the Disposition were fair and reasonable from a financial point of view to the shareholders of the Company.



The Fairness Opinion made the following determinations: The Properties have a value of $300,000 using an adjusted appraised value method, and $290,000 using an adjusted comparable transactions method.  The average of these two amounts should be discounted by 4% as a result of the NSR Royalty, meaning the Properties have an estimated net aggregate value of $280,000, which is about $105,000 above the value of the offer in Canadian dollars.  As Golden Arrow would have been required to pay $107,000 in claim validation fees in respect of the Properties, McKnight considered Golden Arrows total cost for the Properties to be approximately $282,000, which is almost identical to the estimated aggregate net value thereof.



Interim Bridge Financing and Collateral Security



In view of the Companys lack of financial resources, and the pending deadline for the property maintenance payments (failing payment of which the Peruvian properties would be lost), on June 15, 2009 the Company agreed to borrow the sum of $150,000 from Golden Arrow (the Loan), and the Company will use the Loan proceeds to maintain the Properties in good standing and for general working capital requirements.  The Loan will be a short term loan repayable after 90 days on demand, with interest at 4% per annum.  The Loan is secured by a promissory note and a general security interest in favour of Golden Arrow against the Properties, including any successor or substitute titles, and any equipment located on the Properties, all technical data and information concerning the Properties, and any insurance or sale proceeds therefrom.  In result, if the Disposition is not approved by the shareholders of the Company at the annual general and special meeting of shareholders scheduled for July 22, 2009, and the Company fails to repay the Loan to Golden Arrow by September 13, 2009, then Golden Arrow will be in a position to demand immediate repayment, and if the Company fails to repay the Loan, seize possession of the Properties under its collateral security for the Loan.  In the alternative, if the Disposition is approved by the shareholders of the Company and the transfer of the Properties to Golden Arrow is completed, then the Loan will be considered as a prepayment towards and offset of the acquisition price of the Properties, less any maintenance fees for the Properties paid by the Company, upon the closing of the Property Agreement.  If the Disposition is not approved by the shareholders of the Company, and Loan is repaid in full by the Company, then the Company has granted Golden Arrow the right of first refusal to acquire the Properties, if the Company wishes to sell the Properties within the next two years.  The Loan was approved by the disinterested directors of the Company, with the two common directors (Messrs. Cacos and Terry) declaring the nature and extent of their interests and abstaining from voting on the Loan.





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Business Overview



The principal business carried on and intended to be carried on by the Company is the acquisition and exploration of natural resource properties.  The Company intends on expending its existing cash resources to carry out exploration on its mineral properties, to pay for administrative costs during the fiscal year ending December 31, 2008, and for working capital.  The Company may decide to acquire other property interests in addition to mineral property interests currently held by the Company.



No capital expenditures were made by the Company during the 2008, 2007 and 2006 fiscal years other than expenditures relating to the Companys mineral property interests.  See Item 4. Information on the Company - Business Overview - Exploration Expenditures.



The Company is an exploration stage company exploring primarily for precious and base metals.  To date, the Company has not earned any production revenue, nor found any reserves on any of its properties, as that term is defined in SEC Guide 7.  Since March 2003, the Company has entered into a number of agreements to acquire interests in resource properties located in Argentina, Peru and Nevada, United States.  In addition, during 2004, the Company acquired interests in properties located in Chile adjacent to the Companys Mogote properties.  These Chilean properties were staked to add to the Mogote Property in Argentina.  The Mogote Property is located near the border of the two countries.  The Chilean properties are being held by the Companys wholly owned Chilean subsidiary, Amera Resources Chile Sociedad Contractual Minera.  See Item 4.  Information on the Company - History and Development of the Company and Item 4. Property, Plants and Equipment - Principal Properties - Mogote Project.



Exploration Expenditures



During fiscal 2008, the Company incurred $168,320 for mineral property acquisition costs and incurred $1,334,989 on exploration expenditures related to specific mineral property interests and incurred $830,611 on non-specific mineral property interests.



During fiscal 2007, the Company incurred $569,051 [including $333,000 which is attributed to 900,000 shares (pre-consolidated)]  issued by the Company) for mineral property acquisition costs and incurred $842,188 on exploration expenditures related to specific mineral property interests and incurred $522,136 on non-specific mineral property interests.



During fiscal 2006 the Company incurred $302,095 [including $126,000 which is attributed to 300,000 shares (pre-consolidated)] issued by the Company) for mineral property acquisition costs and incurred $520,820 on exploration expenditures related to specific mineral property interests and incurred $296,810 on non-specific mineral property interests.







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Exploration Budget



See Item 4. Information on the Company - Plan of Operation.



Sales and Revenue Distribution



As of the date of this annual report the Company has not generated any revenues from its mineral properties.



Organizational Structure



As of the date of this annual report, the Company has four wholly-owned subsidiaries:



(i)

Recursos de los Andes S.A.C., a Peruvian company, which became active in December 2004.  Recursos de los Andes S.A.C. was formed to hold the Companys interests in its Peruvian properties.  The Company indirectly owns all of the outstanding voting and equity interests in Recursos de los Andes S.A.C. through Amera Resources (BVI) Inc.



(ii)

Amera Resources (US) Inc., a Nevada (U.S.) corporation, incorporated on February 2, 2005, was formed to hold the Companys interests in its Nevada properties.  The Company owns all of the outstanding voting and equity interests in Amera Resources (US) Inc.



(iii)

Amera Resources Chile Sociedad Contractual Minera, a Chilean company, was formed in May 2005 to hold the Companys interest in its Chilean properties.  The Company owns all of the outstanding voting and equity interests in Amera-Chile Sociedad Contractual Minera.



(iv)

Amera Resources (BVI) Inc., a British Virgin Islands company, was formed on January 10, 2007. The Company owns all of the outstanding voting and equity interests in Amera Resources (BVI) Inc.



The Company was also a 50% shareholder in Golden Amera Resources Inc. (BVI) (Golden Amera), incorporated in the British Virgin Islands on January 30, 2007.  Golden Amera established a branch in Colombia that conducts exploration activities in that country.  In May 2008, the Company withdrew from the Golden Amera joint venture.



Amera Argentina was formed as a branch [under Argentinean law] to operate in Argentina.

Unless otherwise indicated herein, the term Company means collectively the Company and its subsidiaries.







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Organizational
Chart







PANTHERA
      EXPLORATION INC.
      (formerly Amera Resources Corporation)
      (Vancouver, British Columbia)
      (Registered in B.C. and a foreign entity registered in Argentina)Amera
      Argentina 
      Branch100%100%100%Amera Resources Chile Sociedad
    Contractual Minera (Chile) May 2005Amera Resources 
    (US) Inc.
    (Nevada)
    February 2005Amera Resources
    (BVI) Inc.
    (BVI)
    January 10, 2007100%Rescursos de los Andes
    S.A.C
    (Peru)
    September 2004






Principal Offices



The Companys principal office is located at #709  837 West Hastings Street, Vancouver, British Columbia, V6C 3N6.  The Companys registered office is located at #709  837 West Hastings Street, Vancouver, B.C.  V6C 3N6 and its phone number is 604-687-1828.



Effective January 1, 2005, the Company entered into an agreement with Grosso Group Management Ltd. (the Grosso Group) pursuant to which the Grosso Group provides offices and administrative and management services to the Company. The arrangement with the Grosso Group was terminated effective September 1, 2008. See Item 7.  Major Shareholders and Related Party Transactions - Related Party Transactions.



Property, Plants and Equipment



The Companys activities are focused on the exploration of its mineral property interests.  As of the date of this annual report, the Company does not have any plant and equipment, mines or producing properties.  The Companys proposed programs are exploratory in nature and all of the Companys properties are without known reserves.



The Company's principal assets are its options and claims to acquire interests in unproven mineral claims.  Under Canadian and US GAAP, option payments directly relating to mineral claims are deferred until the claims to which they relate are placed into production, sold or abandoned.  The deferred costs will be amortized over the life of the ore body following commencement of production or written off if the property is sold or abandoned.  Exploration expenditures and other administration costs are expensed as incurred.



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On a periodic basis, management reviews the carrying values of deferred acquisition costs with a view to assessing whether there has been any impairment in value.  Management takes into consideration various information including, but not limited to, results of exploration activities conducted to date, estimated future metal prices, and reports and opinions of outside geologists, mine engineers and consultants.  In the event that reserves are determined to be insufficient to recover the carrying value of any property, the carrying value will be written down or written off, as appropriate.  As of May 31, 2009, the Company has not established that its option interests or its mineral claims have any known or proven reserves.



This accounting treatment is different under US GAAP, under which US GAAP requires that development costs not be capitalized until a positive feasibility study is completed.  The capitalized costs of such claims would then be measured, on a periodic basis, to ensure that the carrying value can be recovered on an undiscounted cash flow basis.  If the carrying value cannot be recovered on this basis, the mineral claims would be written down to net recoverable value on a discounted cash flow basis.



Principal Properties



Argentina / Chile



Mogote Project



Location and Access



The Mogote Project property is located in the Departament Iglesia, Macho Muerto zone, in the San Juan Province, close to the northern border with La Rioja Province, approximately 300 kilometres northwest of the city of San Juan, and bordering Chile (the Mogote Property).  Access to the Mogote Property is via either Chile or Argentina, but because special arrangements need to be made to cross the international border where there are no established crossing points, practical access is currently from the Argentina side.  The nearest supply point where most goods and services are available is the town of Guandacol in La Rioja Province.  From here the Mogote Property is only accessible by road during the months of October to April using a 4x4 vehicle.  Exploration activities can only be carried out during this period due to seasonal weather conditions. Total distance from Guandacol to the Mogote Property is approximately 250 kms and the travel time is 6-7 hours.  Access from Guandacol is through Aguadita, across Rio Blanco, and through the historic La Brea mining camp.  Secondary and then mountain tracks can be taken from Copiapo, Chile to reach the Chilean side of the property in approximately 3-4 hours driving time.  Road conditions are poor with local severe dust and generally un-maintained road conditions.  There is no electrical grid in the area of the Mogote Property.







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The following map identifies the location of the Mogote Property:



[panthera20f071409001.jpg]

















Mineral Titles Included in Mogote Property



The Mogote Property consists of one cateo and ten minas on the Argentinean side of the border. In 2004, the Company staked a number of claims adjoining the northwestern part of the Mogote Property on the Chilean side of the border.  The combined claims total 9,619 hectares.



|                          |                |                    |           |             |             |                                                         
|------------------------- | -------------- | ------------------ | --------- | ----------- | ----------- | --------------------------------------------------------
|CLAIM NAME & COUNTRY      | CLAIM NUMBER   | CLAIM TYPE         | HECT-ARES | OWNER       | EXPIRY DATE | WORK/PAYMENT REQUIRED                                   
|Mogotes
(Argentina)       | 338579-R-92    | CATEO              | 2348      | IMAUSA      | N/A         | $2000 Argentinean Pesos
payment after
concession granted
|ADELA # 1
(Argentina)     | 125-098-A-2000 | MINA               | 2000      | IMAUSA      | N/A         | $12,000 Argentinean Pesos per
year                      
|MOGOTES NORTE
(Argentina) | 520-0275-V-097 | MINA               | 1650      | IMAUSA      | N/A         | $12,000 Argentinean Pesos per
year                      
|MOGOTES SUR
(Argentina)   | 520-0274-V-97  | MINA               | 2100      | IMAUSA      | N/A         | $12,000 Argentinean Pesos per
year                      
|MOGOTES 1
(Argentina)     | 156.277-S-76   | MINA               | 54        | IMAUSA      | N/A         | $480 Argentinean Pesos per year
Canon                   
|MOGOTES 6
(Argentina)     | 156.282-S-76   | MINA               | 54        | IMAUSA      | N/A         | $480 Argentinean Pesos per year
Canon                   
|MOGOTES 7
(Argentina)     | 156.283-S-76   | MINA               | 54        | IMAUSA      | N/A         | $480 Argentinean Pesos per year
Canon                   
|MOGOTES 9
(Argentina)     | 156.285-S-76   | MINA               | 54        | IMAUSA      | N/A         | $480 Argentinean Pesos per year Canon                   
|MOGOTES 14
(Argentina)    | 156.290-S-76   | MINA               | 54        | IMAUSA      | N/A         | $480 Argentinean Pesos per year
canon                   
|MOGOTES 4
(Argentina)     | 156.280-S-76   | MINA               | 54        | IMAUSA      | N/A         | $480 Argentinean Pesos per year
Canon                   
|MOGOTES 5
(Argentina)     | 156.281-S-76   | MINA               | 54        | IMAUSA      | N/A         | $480 Argentinean Pesos per year canon                   
|Tronquito 1
(Chile)       | 03203-4809-9   | Manifestación      | 50        | Amera Chile | N/A         | $180,000 Chilean Pesos  per year canon                  
|Tronquito 2
(Chile)       | 03203-4810-2   | Manifestación      | 100       | Amera Chile | N/A         | $350,000 Chilean Pesos per year canon                   
|Tronquito 3
(Chile)       | 03203-4811-0   | Manifestación      | 63        | Amera Chile | N/A         | $210,000 Chilean Pesos per year canon                   
|Tronquito 4
(Chile)       | 03203-4812-9   | Manifestación      | 80        | Amera Chile | N/A         | $280,000 Chilean Pesos per year canon                   
|Tronquito 5
(Chile)       | 03203-4813-7   | Manifestación      | 50        | Amera Chile | N/A         | $180,000 Chilean Pesos  per year canon                  
|Tronquito 6
(Chile)       | 03203-4814-5   | Manifestación      | 300       | Amera Chile | N/A         | $1,000,000 Chilean Pesos  per year canon                
|Tronquito Tres
(Chile)    | 842            | Pedimento Petition | 300       | Ámera Chile | N/A         | $210,000 Chilean Pesos per year canon                   



The Company has not found any reserves on the Mogote Property, as that term is defined in SEC Guide 7.





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Agreements



See Item 4. Information on the Company  History and Development of the Company for a description of the Agreements under which the Company acquired its interest in the Mogote Property.



The Company has a 51% interest in the Mogote Property. The Mogote Property is comprised of eight mineral concessions, comprising 8,009 hectares and is located in San Juan Province, Argentina.  As of December 31, 2008, the Company had expended $1,389,309 in acquisition costs and $1,583,813 in exploration expenses on the Mogote Property.



Regional and Local Geology



The property is underlain by basement rocks of the Permian age Choiyoi Group, which are faulted against and overlain by Tertiary age volcanic rocks.  The Mogote Property is located in a region that has been subjected to multiple volcanic and intrusive events dating from middle Miocene (~13.65 million years ago) back at least as far as the Permo-Triassic (~250 million years ago), which management believes makes the area particularly attractive for mineral exploration.



Exploration History



A brief geological reconnaissance took place in March-April 2000, during which 21 rock and talus samples were collected.  Anomalous samples came from zones with clay and/or iron alteration.  In November-December 2000, a reconnaissance geological and geochemical sampling program was carried out over the property.  This work outlined an area measuring approximately 3 kilometres E-W near the northern property boundary which returned anomalous copper and gold results in both rock and sediment samples. In March 2001, IMA entered into a Joint Venture agreement with Rio Tinto Mining and Exploration Limited, which carried out an eight-day program commencing March 11, 2001, and which was subsequently terminated due to poor weather.  Work accomplished included road construction, talus fines and rock chip sampling and resulted in the identification of the Filo Este and Filo Central targets which both displayed aspects of porphyry copper-gold and high sulphidation epithermal precious metal systems.  During January 2003, IMA carried out a four week detailed surface exploration program of mapping and geochemical sampling.







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During the period November 17 through December 14, 2003, the Company carried out an exploration program comprising detailed geologic mapping, ground magnetics, induced polarization (IP) geophysics, trench sampling, and surface geochemistry in the northern part of the property. The work was focused on two zones of copper-gold mineralization, Filo Este and Filo Central, and one zone of high sulphidation epithermal alteration, Zona Colorada. The copper-gold mineralization is characterized by anomalous values in copper and gold related to potassic alteration of a Miocene (23.8 to 5.3 million years ago) diorite porphyry system. The high sulphidation alteration is the upper level expression of a separate, but similar diorite porphyry. The work indicated the presence of a mineralized porphyry beneath the Filo Este zone of potassic and propylitic alteration. Mineralization is hosted within volcanic breccias and phases of the Miocene diorite porphyry which have undergone moderate to strong porphyry-type alteration. Hydrothermal mineralization consisted of copper sulphide minerals chalcopyrite and bornite within quartz veins and as wallrock disseminations. Recent supergene (surface-enriched) oxidation has altered the primary copper minerals to various copper oxide and sulphate minerals including malachite and antlerite.



A 600 metre trench was excavated over the Filo Este zone of potassic alteration and encountered 510 metres of continuous mineralization that averaged 0.196% copper and 0.331 ppm gold. Mineralization consisted of fracture controlled sulfates and oxides and as disseminations in wallrock and quartz veins. Copper minerals were approximately 80% oxide and 20% sulfides with the sulfides consisting of chalcopyrite and bornite. Ground magnetics suggest a shallow porphyry system underlying Filo Este ridge with strong magnetite alteration that covers an area of at least 1.5 kilometres by 800 metres. The shallow depth of intrusion is indicated by a steep magnetic gradient which management believes is consistent with the level of exposure of alteration and mineralization. Two other distinct magnetic sources were encountered at Filo Central and underlying the East Cirque area. The IP indicates several distinct copper sulfide bodies of 2-4% sulfide that are coincident with magnetite alteration on Filo Este.



March 2004 Drilling - Filo Este



In March 2004, the Company carried out a 1,475 metre, five hole diamond drill program and conducted further geological mapping and talus fine sampling on the northern part of the Mogote Property.  The drilling tested a portion of the Filo Este porphyry target to a depth of up to 495 metres over a strike length of 860 metres and a width of approximately 250 metres.  Hole MOG-04-1 had to be abandoned at 71.6 metres and hole MOG-04-1A was drilled from the same location to target depth.  Highlights of the drill results are provided in table form below.



|          |                      |               |             |                   |                  |                    |                 
|--------- | -------------------- | ------------- | ----------- | ----------------- | ---------------- | ------------------ | ----------------
|Drillhole | Total Depth
(metres) | From
(metres) | To
(metres) | Interval
(metres) | Gold
(ppm)
(LWA) | Silver
(ppm)
(LWA) | Copper
(%)
(LWA)
|MOG-04-1  | 71.6                 | 2.0           | 70.0        | 68.0              | 0.43             | 13.9               | 0.244           
|MOG-04-1A | 495.3                | 6.0           | 495.3       | 489.3             | 0.23             | 2.6                | 0.170           
|including |                      | 258.0         | 424.0       | 166.0             | 0.19             | 2.2                | 0.243           
|and       |                      | 308.0         | 396.0       | 88.0              | 0.20             | 1.9                | 0.290           
|MOG-04-2  | 315.4                | 2.0           | 315.4       | 313.4             | 0.16             | 1.9                | 0.171           
|including |                      | 196.0         | 315.4       | 119.4             | 0.21             | 2.8                | 0.248           
|MOG-04-3  | 300.0                | 6.0           | 300.0       | 294.0             | 0.11             | 1.3                | 0.078           
|MOG-04-4  | 292.9                | 2.0           | 292.9       | 290.9             | 0.23             | 3.1                | 0.104           



In addition to the drill program, regional surface work was carried out on Filo Central and other targets in March 2004 to advance them to the drill-ready stage. This work comprised detailed mapping, additional step-out talus sampling and road/trench construction. Talus fine sampling on the Filo Central target, defined by a strong magnetic signature coextensive with anomalous surface geochemistry, has now extended the surface copper-gold geochemical anomaly of greater than 0.1 ppm Au and 500 ppm Cu to 4,000 x 800 metres. Within this anomaly is a 600 x 400 metre area of greater than 0.5 ppm. Management believes Filo Central is a high priority target for the next phase of exploration on the Mogote Property.







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January-February 2005 Drilling  Filo Este and Filo Central



Between mid-January and early February 2005 the Company completed a Phase II 2,577 metre 9-hole RC drill program on the Mogote Property.  Of the nine holes, four were found to contain significant gold-copper mineralization hosted in porphyry or in metamorphosed volcanic sediments at the margin of porphyry.



All the Phase II drill holes were sited to test areas of potassic-altered intrusive porphyries within the Filo Este and Filo Central anomalies, defined by strong magnetics, anomalous copper and gold geochemistry and surface alteration.  Five holes were completed on Filo Este over an east-west strike extent of 1.4 kilometres spanning a north-south distance of 720 metres.  The remaining four holes were spaced out over 1.6 kilometres of strike length along Filo Central.  All drill holes were located on the Argentina side of the international border.



The significant intercepts include:



|          |      |                      |               |             |                   |                  |                    |                 
|--------- | ---- | -------------------- | ------------- | ----------- | ----------------- | ---------------- | ------------------ | ----------------
|Drillhole | Zone | Total Depth
(metres) | From
(metres) | To
(metres) | Interval
(metres) | Gold (ppm)
(LWA) | Silver
(ppm)
(LWA) | Copper (%)
(LWA)
|MOG-6     | Este | 250                  | 0             | 250         | 250               | 0.22             |                    | 0.083           
|including |      |                      | 176           | 246         | 70                | 0.36             | 3.0                | 0.158           
|MOG-7     | Este | 287                  | 0             | 287         | 287               | 0.25             | 3.0                | 0.107           
|MOG-8     | Este | 300                  | 4             | 142         | 138               | 0.47             | 2.0                | 0.093           
|MOG-12    | Este | 300                  | 214           | 276         | 62                | 0.30             | 1.1                | 0.140           



All significant intercepts were from holes on Filo Este.  Drill holes MOG-7, 8, and 12 are all located in the northwest corner of the property and in the northwestern portion of the Filo Central anomaly.  These holes were all hosted in, or spatially related to, a newly mapped occurrence of fine-grained intrusive porphyry that is interpreted as an early porphyry phase that typically alters to potassic or intermediate argillic assemblages.



Copper and gold mineralization in the drill holes was related to potassic quartz-biotite alteration and directly related to early vein density and local silicification. Vein hosted and disseminated sulfides include chalcopyrite, pyrite, and minor bornite.



The 2005 Phase II drill program was carried out under the supervision of project geologist Steven K. Jones, M.Sc., C.P.G., a Qualified Person.  Assays for the drilling program were performed by Alex Stewart Labs, Mendoza, Argentina, an assay service provider.  No exploration work was carried out on the Mogote Property in 2006, 2007 or 2008.  The Company has no current plans to conduct exploration on the property and has not budgeted any funds for further work at this time.



Chubut Properties



The Company entered into a Property Purchase Agreement, dated March 6, 2003, with IMA and IMASA, where under the Company acquired a 100% interest in certain mineral exploration properties located in the Province of Chubut, Argentina, consisting of three (3) cateos known as Lago Pico, Loma Alta and Nueva Ruta (the Chubut Properties).  See Item 4.  Information on the Company - History and Development of the Company - Property, Plants and Equipment - Principal Properties and Item 7. Major Shareholders and Related Party Transactions - Related Party Transactions.



The Company decided to write off the Chubut Properties, as there is no active exploration on the properties and the Company has postponed any exploration indefinitely.  Additionally, on June 29, 2006, the Chubut provincial government announced a 36-month metallic mining suspension in western Chubut Province.   As a result, the Company wrote off $225,000 during 2005 in connection with the Chubut Properties, which represented the fair value of the Companys shares issued upon acquisition of the Chubut Properties.  The Company continues to hold legal title to the Chubut Properties.







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The Company found no reserves on the Chubut Properties, as that term is defined in SEC Guide 7.



Peru



Cocha Copper-Silver Project, Department of Junin, Peru



In October 2005, the Company applied for the 2,400 hectare Cocha concession covering a copper-silver target in the Department of Junin, Peru (the Cocha Property).  The Company was formally granted the concession titles to the Cocha Property by the Peruvian government on March 20, 2006 and April 10, 2006, and now holds its 100% interest in the Cocha Property through its wholly-owned Peruvian subsidiary Recursos de los Andes S.A.C.  In 2007, the Cocha Property was expanded to 7,060 hectares by staking additional open ground.



Location and Access



The Cocha Property is located in the Department of Junin, Peru, approximately 220km east of Lima.  UTM Coordinates at the center of the property are 497,000 m E. and 8,675,000 m N.  The National map sheets covering the Property are the Jauja 24-M and the Huancayo 25-M; Zone 18 South (1:100,000).  The following map identifies the location of the  Cocha Property:



[panthera20f071409002.jpg]



Access to the Cocha Property is by road from the city of Huancayo, the capital of the Junin Department.  From Lima to Huancayo, the route up the Central Highway is 310 km long and takes about five and a half hours by car.  This paved highway travels through the high mountain pass of Anticona (Ticlio, at 4,818m).  From Huancayo to the Property, travel time is about one hour.  The main gravel road from Huancayo to Acopallca is accessible year round and is one of the access roads to the Amazon and eastern slopes of the Andes. The gravel road travels through deeply incised valleys past the village of Acopallca where it bisects into two roads providing access to the propertys north and south ends.  The property is not always accessible by road during the rainy season and therefore the optimal conditions exist for exploration work between May and October.







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Mineral Tenure



The Cocha Property consists of eight concessions covering 7,060 hectares.  The concessions are described in the following table.



|           |              |            |          |                             |             |                          
|---------- | ------------ | ---------- | -------- | --------------------------- | ----------- | -------------------------
|CLAIM NAME | CLAIM NUMBER | CLAIM TYPE | HECTARES | OWNER                       | EXPIRY DATE | PAYMENT/WORK REQUIRED    
|Cocha 1    | 01-03261-05  | Concession | 873.5567 | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|Cocha 2    | 01-03262-05  | Concession | 986.4438 | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|Cocha 3    | 01-03263-05  | Concession | 500      | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|Cocha 4    | 01-04495-06  | Concession | 1000     | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|Cocha 5    | 01-04497-06  | Concession | 1000     | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|Cocha 6    | 01-04496-06  | Concession | 1000     | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|Cocha 7    | 01-04498-06  | Concession | 1000     | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|Cocha 8    | 01-04494-06  | Concession | 700      | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year



History



The Cocha project has a very limited history of previous exploration and mining. At the time of staking by the Company, the Cocha Property was free with only two small concessions in the south central part of the property. Several historical mineral showings previously explored and some of them mined by individual small miners were identified on the Cocha Property. It could be assumed that copper was the main focus of the previous mining efforts. Most of the workings are less than 2-3m deep and there was no significant production from the property. Several overgrown and partially destroyed access mining roads lead to previously explored showings.



Exploration and Proposed Program



The Cocha Property is located in a belt of Permian-aged clastic sedimentary rocks known to host stratabound copper-silver mineralization.  Initial sampling of the property at the Discovery Outcrop showing in the Central Cocha trend where copper-silver mineralization was first encountered, returned a continuous series of chip samples which assayed 0.80% copper and 10ppm silver over 80m, including two non-adjacent 10-metre intervals assaying 2.69 % copper and 24.4 ppm silver and 1.38% copper and 26.2 ppm silver (see table below).  Mineralization is hosted by steeply-dipping malachite-stained sandstone and mudstone of the Permian Mitu Formation.



2005 Cocha Property Rock Sampling Results

|              |                       |      |              |        |         
|------------- | --------------------- | ---- | ------------ | ------ | --------
|Sample Number | Location              | Type | Interval (m) | Cu (%) | Ag (ppm)
|246006        | Discovery Outcrop     | chip | 10.0         | 1.38   | 26.2    
|246005        | Discovery Outcrop     | chip | 10.0         | 0.54   | 7.6     
|246008        | Discovery Outcrop     | chip | 10.0         | 0.22   | 1.3     
|246003        | Discovery Outcrop     | chip | 10.0         | 0.05   | 0.3     
|246002        | Discovery Outcrop     | chip | 10.0         | 0.46   | 3.6     
|246001        | Discovery Outcrop     | chip | 10.0         | 0.06   | 0.4     
|246200        | Discovery Outcrop     | chip | 10.0         | 2.69   | 24.4    
|246241        | 2.4km SSW of  D.O.(*) | chip | 0.7          | 2.89   | 99.2    
|246242        | 1.6km SSW of D.O.(*)  | chip | 0.3          | 1.65   | 1.5     

(*)D.O. equals Discovery Outcrop







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While carrying out surface exploration work on the property the Company's geologists discovered the Merce Showing which assayed 0.46% copper and 9.4 ppm silver over 9.5m in outcrop and is located approximately 700m northwest and on trend from the Discovery Outcrop. This 9.5m interval is comprised of three consecutive chip samples, including: 0.18% copper and 4.2 ppm silver over 4.0m, 1.7% copper and 25.1 ppm silver over 1.0m and 0.43% copper and 10.6 ppm silver over 4.5m.



The area surrounding the Discovery Outcrop and the Merce showing is predominantly overburden covered. Therefore a series of soil sample lines were established to test for extensions to the mineralized zone under cover.  Anomalous copper-silver in soils extends for over 2.2km in length and up to 750m in width along what has been named the Discovery Outcrop Trend or Central Cocha. To date, 314 soil samples have been collected along it.  Soil samples were collected along lines spaced at approximately 100m on either 12.5 or 25m intervals. Morphologically the soil anomalies suggest that mineralization in subsurface bedrock forms several sub-parallel zones. The strongest part of the soil anomaly envelops the Discovery Outcrop.



The 2006 surface exploration program identified a new silver-copper soil anomaly in the southwestern portion of the Cocha Property.  The South Cocha Trend soil anomaly (SCT) is located on the contact between Pucara limestone and Mitu sandstone. The SCT is located approximately 1.5km southwest of, and sub-parallel to, the main Central Cocha Discovery Outcrop Trend. A total of 446 soils have been collected to date on the SCT.



A Phase I drill program on the Cocha Project began in August 2006, and complete results were received and reported in November 2006.  The program was designed to provide a preliminary test of approximately 400m of the strike length along the mineralized trend in either direction from the Discovery Outcrop to approximately 150m vertical depth. A total of 1,394m in eleven diamond drill holes were completed.  Results from the Phase I drill program are provided in the table below.



2006 Cocha Phase I Drilling Results

|            |         |             |                 |          |        |              |        |          |          |        |       
|----------- | ------- | ----------- | --------------- | -------- | ------ | ------------ | ------ | -------- | -------- | ------ | ------
|Drill Hole  | Azimuth | Inclination | Total
Depth (m) | From
(m) | To
(m) | Interval
(m) | Cu
(%) | Ag
(ppm) | Mo
(ppm) | Pb
(%) | Zn
(%)
|COCHA-06-01 | 220     | -45         | 93.9            |          | NSR**  |              |        |          |          |        |       
|COCHA-06-02 | 220     | -55         | 150.7           | 0        | 13.31  | 13.31        | 0.8    | 10.8     |          |        |       
|COCHA-06-02 |         |             |                 | 32.02    | 50.03  | 18.01        | 1.93   | 17.2     |          |        |       
|COCHA-06-02 |         |             |                 | 64.72    | 76.27  | 11.55        | 0.82   | 9.2      |          |        |       
|COCHA-06-03 | 220     | -65         | 183.3           | 73.00    | 75.83  | 2.83         | 0.29   | 3.4      |          |        |       
|COCHA-06-03 |         |             |                 | 82.90    | 113.13 | 30.23        | 2.67   | 24.1     |          |        |       
|including   |         |             |                 | 89.65    | 96.40  | 6.75         | 4.71   | 43.5     |          |        |       
|COCHA-06-04 | 220     | -45         | 116.5           | 23.85    | 25.60  | 1.75         | 0.2    | 4.3      |          |        |       
|COCHA-06-04 |         |             |                 | 42.00    | 45.20  | 3.20         | 0.21   | 2.6      |          |        |       
|COCHA-06-04 |         |             |                 | 62.05    | 86.23  | 24.18        | 0.11   | 3.7      |          |        |       
|COCHA-06-04 |         |             |                 | 67.85    | 85.80  | 17.95        |        |          | 109.4    |        |       
|COCHA-06-04 |         |             |                 | 79.05    | 86.23  | 7.18         |        |          |          | 0.54   |       
|COCHA-06-05 | 220     | -55         | 151.0           | 64.98    | 66.60  | 1.62         | 0.45   | 5.7      |          |        |       
|COCHA-06-05 |         |             |                 | 107.8    | 109.35 | 1.55         | 1.02   | 25.7     |          |        |       
|COCHA-06-06 | 220     | -45         | 113.6           | 71.20    | 83.45  | 12.25        | 0.13   | 8.7      |          |        |       
|COCHA-06-06 |         |             |                 | 69.15    | 84.00  | 14.85        |        |          | 70.4     | 0.67   |       
|COCHA-06-06 |         |             |                 | 80.90    | 83.45  | 2.55         |        |          |          |        | 0.69  
|COCHA-06-06 |         |             |                 | 91.00    | 99.75  | 8.75         | 0.14   | 6.4      |          |        |       
|COCHA-06-06 |         |             |                 | 91.60    | 100.30 | 8.70         |        |          | 85.7     |        |       
|COCHA-06-06 |         |             |                 | 96.50    | 102.00 | 5.50         |        |          |          | 0.73   |       
|COCHA-06-06 |         |             |                 | 97.00    | 100.30 | 3.30         |        |          |          |        | 0.40  
|COCHA-06-07 | 220     | -45         | 103.1           | 67.2     | 69.35  | 2.15         | 0.15   | 3.5      |          |        |       
|COCHA-06-08 | 220     | -55         | 91.5            |          | NSR    |              |        |          |          |        |       
|COCHA-06-09 | 220     | -65         | 100.0           |          | NSR    |              |        |          |          |        |       
|COCHA-06-10 | 260     | -50         | 170.0           |          | NSR    |              |        |          |          |        |       
|COCHA-06-11 | 220     | -45         | 120.0           | 89.3     | 92.2   | 2.9          | 0.06   | 3.2      |          |        |       

**NSR = No Significant Results



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All drillholes cored a package of volcaniclastic rocks belonging to the Mitu Formation. Lithologies comprised mainly ash, lapilli and tuff agglomerates with local volcanic flow interbeds overlaying red sandstone. Copper and silver mineralization is associated with the presence of fine-grained dark horizons of argillic composition containing carbonaceous material within the volcaniclastic sequences characterized by carbonate content and stronger foliation. The most common ore minerals are bornite, chalcocite, and pyrite, with associated minor chalcopyrite, magnetite, and iron oxides. Chlorite, carbonate with minor silica and epidote alteration were also observed.



The geochemical zonation from copper-silver mineralization in the Discovery Outcrop area (trench samples and drillholes COCHA-06-02 and 03) to the more polymetallic copper-silver-molybdenum-lead-zinc mineralization found in holes COCHA-06-04, 70m to the southeast, and in COCHA-06-06, 235m southeast of the Discovery Outcrop, is a characteristic property of sediment-hosted copper-silver mineralized systems.  At the Lubin deposit in the Kupferschiefer district of Poland a lead-zinc enriched zone occurs stratigraphically above the main copper-silver horizon.



2007 Exploration Program



Surface exploration carried out in 2007 over the entire Cocha Property lead to the identification of three new mineralized zones and a number of additional showings.  Two of the zones, North Cocha and South Cocha, host copper-silver mineralization, similar to the Discovery Outcrop Trend at Central Cocha, while the East Cocha Zone is characterized by gold-silver-copper mineralization.  Rock chip sample results from the 2007 program are tabulated below.



2007 Cocha Property Rock Chip Sampling Results

|            |            |        |          |         
|----------- | ---------- | ------ | -------- | --------
|Zone        | Length (m) | Cu (%) | Ag (ppm) | Au (ppm)
|North Cocha | 0.5        | 2.65   | 8.9      | *       
|South Cocha | 10.0       | 0.80   | 8.9      | *       
|South Cocha | 0.40       | 2.80   | 105      | *       
|East Cocha  | 0.7        | 3.1    | 53.4     | 6.97    
|East Cocha  | 0.6        | 3.68   | 16.2     | 22.00   
|East Cocha  | 1.2        | 2.30   | 8.2      | 4.58    
|East Cocha  | 1.0        | 3.57   | 95.7     | 8.56    
|East Cocha  | 1.9        | 2.70   | 60.0     | 3.13    

* Results not reported



The North Cocha copper-silver target is located 1.8km northwest of the Central Cocha Target. A number of historical surface workings occur in areas of stratabound copper-silver mineralization and occur over a strike length of 800m mainly within five oxidized domains which vary between 90 and 200m in strike with widths between 15 and 20m.



The South Cocha copper-silver target is located 3.5km south of Central Cocha. The area also has a number of small underground workings believed to date back to the 1960s.  The Southern Cocha Zone is traceable for over 900m of strike and varies from 3 to 20m in width with anomalous mineralization over up to 150m width.



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The East Cocha gold-silver-copper target is located 4.5km southeast of Central Cocha. Numerous old workings exist in the area, some of which are also believed to date back to the 1960s. The high gold values combined with reconnaissance geologic mapping outline a bonanza gold target over widths up to 2m that intermittently outcrops over 600m of strike length and potentially extends up to 2km.



A 2,000m Phase II drill program began during the fourth quarter of 2007 and aimed at further delineating the Central Cocha target (Discovery Outcrop) and to test the South Cocha target.  Nine drill holes totaling 1,321m were completed at the Central Cocha Zone before drilling paused.  Results from these drill holes are provided in the table below.



2007 Cocha Property Phase II Drilling Results

|           |          |        |              |            |             
|---------- | -------- | ------ | ------------ | ---------- | ------------
|Drill Hole | From (m) | To (m) | Interval (m) | Copper (%) | Silver (ppm)
|CO-07-12   | 25.70    | 28.70  | 3.00         | 0.27       | 6.6         
|CO-07-12   | 86.95    | 101.25 | 14.30        | 0.21       | 3.5         
|CO-07-13   | 45.70    | 48.20  | 2.50         | 0.22       | 3.3         
|CO-07-14   | 44.50    | 46.00  | 1.50         | 1.29       | 40.3        
|CO-07-14   | 66.20    | 66.80  | 0.60         | 0.91       | 2.1         
|CO-07-15   | 78.15    | 83.30  | 5.15         | 0.16       | 3.3         
|CO-07-15   | 119.65   | 122.08 | 2.43         | 0.17       | 5.9         
|CO-07-16   | 55.90    | 56.30  | 0.40         | 0.18       | 0.8         
|CO-07-17   | 71.80    | 101.50 | 29.70        | 0.27       | 2.8         
|CO-07-18   | nil      |        |              |            |             
|CO-07-19   | nil      |        |              |            |             
|CO-07-20   | 8.00     | 13.05  | 5.05         | 0.92       | 11.3        
|CO-07-20   | 23.46    | 39.13  | 15.67        | 2.52       | 41.7        
|CO-07-20   | 39.13    | 48.18  | 9.05         | 0.42       | 6.3.        
|CO-07-20   | 54.37    | 92.30  | 37.93        | 3.61       | 38.2        



The Phase II drill program demonstrates the complex nature of the stratabound copper-silver mineralization at Central Cocha and the lenticular shape of the mineralized bodies.  To date, six diamond drill holes (CO-06-01, CO-06-02, CO-06-03, CO-07-12, CO-07-17 and CO-07-20) have been drilled along a single northeast-oriented fence to outline the geometric shape and size of the "Discovery Outcrop" area of the Central Cocha Zone. Results delineate a mineralized body that dips 60 degrees northeast, has an average true width of 22m, a down-dip length of 100m and is closed off 100m along strike to both the northwest and southeast by barren drill holes. The vertical depth of the body extends to 100m depth from surface. In addition, three smaller and lower-grade lenticular mineralized bodies were identified in the hanging wall by the Phase II drilling.



Drill holes CO-07-13, CO-07-14, CO-07-15, CO-07-16, CO-07-18 and CO-07-19 were drilled to the northwest of the Discovery Outcrop, extending the tested segment of the zone a further 600m to the northwest. Drilling to date has tested the Central Cocha Zone, defined by copper-silver soil anomalies and outcropping mineralization, along 1km of strike length. Further drilling along the Central Cocha Zone will determine the actual strike length of the high-grade mineralized body.



The Phase I drilling program was carried out by the Peruvian drilling company Geotecnia Peruana S.R.L.  Phase II Drilling was carried out by Pac Rim Drilling of Peru. Drill core was cut on site using a rock saw or split using a core splitter.  Half of the core samples were submitted to the assay lab for analysis while the remainder was stored in core boxes for future reference.  A rigorous program of Quality Assurance/Quality Control (QA/QC) involving the use of standard samples has been incorporated into the sampling regime for the project.



2008 Exploration Program



In March-April 2008, the Company completed Induced Polarization (IP) and ground magnetometer geophysical surveys covering the Central Cocha, South Cocha and East Cocha targets.  VDG del Perú S.A.C carried out the program on behalf of the Company.





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A total of 25 IP lines and 27 magnetometer lines were spaced between 100m and 200m with lines extending from 1,200m to 2,000m in length. Grid lines are oriented perpendicular to the geologic structure that hosts mineralization. IP data were collected along pole-dipole stations every 100m except in Central Cocha where 50m pole-dipole stations were used for higher resolution. The IP survey was designed to test for sulfide concentrations up to 395m depth. Ground magnetic data were collected along the same grid lines as the IP, however extra magnetic lines were added at Central Cocha. Inverted 2D sections and horizontal depth slices were generated from the IP data to create chargeability and resistivity contour images. Surface contour maps were created from the ground magnetometer surveys.



Central Cocha



At the Central Cocha "discovery outcrop", the survey was completed over the drill-tested mineralized zone to characterize the IP, resistivity and magnetic response for application to additional nearby stratabound prospects. Although a steep dipping IP response correlates well with the Central Cocha drill-tested mineralized zone, a broad chargeability high is coincident with a resistivity high and magnetic low at approximately 200m depth from surface and about 40m beneath the deepest diamond drill hole. In order to better define the large anomaly, the Company filled in the original IP line with 50m pole-dipole spacing and added three more lines. Two lines are spaced 100m on either side of the discovery outcrop line and the fourth is perpendicular. The additional lines confirm the IP anomaly, which according to its shape, size and chargeability resembles a sulfide bearing intrusive stock.



South Cocha



IP and ground magnetic surveys totaling 16.8 line kilometers along 11 survey lines were carried out over the South Cocha target. A strong linear chargeability high and resistivity high corresponds with outcropping mineralization in the south central portion of the survey area. A second chargeability high parallels this anomaly to the northwest and is concealed approximately 50m from surface.



East Cocha



High-grade structurally-controlled gold-copper-silver mineralization associated with quartz-barite veining up to 2m in width, and traced on surface for 600m, at the the East Cocha target corresponds with low chargeability defined by 10 survey lines totaling 15.1 line kilometres. The outcropping mineralization, however, is flanked on either side by chargeability highs. In cross section the eastern anomaly appears to outcrop but is buried beneath glacio-fluvial cover on surface and corresponds to a low magnetic response.



The 2008 geophysical program was reviewed by Peter Ellsworth, the Companys then Vice President Exploration and a Qualified Person as defined in National Instrument 43-101.



The Company has not found any reserves on the Cocha Property, as that term is defined in SEC Guide 7 adopted by the SEC.   The Company is currently seeking a joint-venture partner to advance Cocha with a drill program to test the targets.



Analyses for the samples from the Cocha Property were performed by ALS Chemex Laboratories (ALS Chemex) in Lima, Peru and North Vancouver, Canada.All core samples were analyzed in Lima, Peru using Atomic Absorption Spectrometry (AAS) and Inductively Coupled Plasma (ICP) methods. Additional standard pulp samples were included with the sample submittals for QA/QC purposes and show consistent comparison. Check analysis of the mineralization from the Discovery Outcrop Zone in hole CO-07-20 was performed by Acme Analytical Laboratories of Vancouver, Canada, with results comparing favorably to those from ALS Chemex. The 2005 and 2006 work programs were carried out under the direction of Piotr Lutynski, M.Sc., P.Eng., and reviewed by Dr. David A. Terry, P.Geo., both Qualified Persons.  The 2007 and 2008 work programs were reviewed by Peter Ellsworth, Licensed Geologist, then Vice President Exploration for the Company and a Qualified Person.



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Mitu Copper-Silver Property, Department of Junin, Peru



Location and Access



The Mitu Property is located approximately 155km northeast of Lima, 80km southeast of the historic mining camp of Cerro de Pasco and 110km northwest of the Company's Cocha Property in the department of Junin, Peru.  The Mitu Property is easily accessible via a paved road-connecting Lima with Oroya and Cerro de Pasco. From the paved road there are several 4x4 roads leading to different areas of the property. Elevations on the property range from 3,700m to 4,400m above sea level.  The following map identifies the location of the Mitu Property:



[panthera20f071409003.jpg]



Mineral Tenure



In June 2006, the Company was granted the 5,600 hectare Mitu concessions.  The Company holds a 100% interest in the Mitu Property, acquired by direct staking.  Mineral titles for the Mitu Property are described in the table below.



|           |              |            |          |                             |             |                          
|---------- | ------------ | ---------- | -------- | --------------------------- | ----------- | -------------------------
|CLAIM NAME | CLAIM NUMBER | CLAIM TYPE | HECTARES | OWNER                       | EXPIRY DATE | PAYMENT/WORK REQUIRED    
|MITU 1     | 01-00869-06  | Concession | 1000     | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|MITU 2     | 01-00870-06  | Concession | 1000     | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|MITU 3     | 01-00871-06  | Concession | 1000     | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|MITU 4     | 01-00872-06  | Concession | 1000     | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|MITU 5     | 01-00873-06  | Concession | 999.8448 | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|MITU 6     | 01-00874-06  | Concession | 600      | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year





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History



Small historical workings are evident on the Mitu Property, but there are no reports of modern exploration prior to the Companys staking.



Exploration and Proposed Program



The Company has not found any reserves on the Mitu Property, as that term is defined in SEC Guide 7.



Sediment-hosted copper-silver mineralization occurs in the clastic Mitu Formation at, or close to, its upper contact with the Pucara limestone. Rock chip samples collected from historical workings during an initial site evaluation of the Mitu concession assayed 4.5% copper and 128 ppm silver over 1.2m, 6.2% copper and 324 ppm silver over 0.4m, and 1.7% copper and 45 ppm silver over 0.3m; all samples were collected across structurally and/or stratigraphically-controlled horizons.



In January 2008, additional geologic mapping along with rock and soil sampling was carried out on the property to further define drill targets. Work focused on an area covering four discrete stratabound copper-silver mantos (0.45 m to 0.78 m thick) within a 250m thick package of Permian-aged Mitu Formation sandstone and limestone that has been traced for 1200m along strike. Mineralization comprising chalcopyrite-chalcocite-malachite-azurite-broncantite is associated with grey-carbonaceous chlorite-altered sandstone and forms millimetre-scale lenses with calcite-pyrite-quartz gangue.



A total of 15 rock outcrop samples and 51 soil samples were collected.  Rock channel samples collected from mineralized mantos and adjacent wall rock are presented as weighted averages in the table below.



|          |              |           |          |          |               |      |      
|--------- | ------------ | --------- | -------- | -------- | ------------- | ---- | -----
|Sample #  | Description  | Width
(m) | Cu
(ppm) | Ag
(ppm) | Average Grade
|Width (m) | Cu (%)       | Ag (ppm) 
|426562    | Hanging wall | 0.70      | 797      | 4.7      |               |      |      
|426563    | Manto        | 0.20      | 71,600   | 534.0    | 1.50          | 1.10 | 74.0 
|426564    | Footwall     | 0.60      | 2,720    | 1.6      |               |      |      
|426565    | Footwall     | 0.75      | 2,520    | 0.4      |               |      |      
|426566    | Manto        | 0.75      | 63,300   | 336.0    | 1.72          | 2.91 | 146.8
|426567    | Hanging wall | 0.22      | 2,960    | 0.6      |               |      |      
|426568    | Footwall     | 1.00      | 6,120    | 9.2      |               |      |      
|426569    | Manto        | 0.50      | 67,700   | 144.0    | 2.50          | 1.73 | 32.8 
|426570    | Hanging wall | 1.00      | 3,340    | 0.7      |               |      |      
|426571    | Footwall     | 1.15      | 8,620    | 16.3     |               |      |      
|426572    | Manto        | 0.80      | 27,700   | 84.5     | 2.55          | 1.26 | 33.9 
|426573    | Hanging wall | 0.60      | 212      | 0.2      |               |      |      
|426574    | Footwall     | 1.00      | 4,050    | 4.7      |               |      |      
|426575    | Manto        | 0.50      | 68,000   | 262.0    | 2.50          | 1.53 | 54.4 
|426576    | Hanging wall | 1.00      | 254      | 0.3      |               |      |      



Conceptual targets at Mitu include the convergence or thickening of the four mantos down-dip of the surface outcroppings.  The Company has completed an Induced Polarization (IP) and ground magnetic survey, conducted by VDG del Perú S.A.C, over the down-dip projection of the mineralized zones.  The Company is currently seeking a joint-venture partner to advance Mitu with a Phase I drill program.



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Analytical determinations were conducted by ALS Chemex, using gold fire assay with atomic absorption finish and ICP for multi-element analyses. Work on the Mitu Property was carried out under the direction of Peter C. Ellsworth, M.Sc., Licensed Geologist, Qualified Person, and then Vice President Exploration for the Company.



Acero Copper-Gold Project, Department of Cuzco, Peru



Location and Access



The Acero Property is comprised of 1,700 hectare within the Santo Tomas Porphyry Copper Belt and is located just 8km west of the Company's Cruz de Mayo Property near the town of Velille.  It is road accessible from the village of Velille.  The Acero Property location map is below:



[panthera20f071409004.jpg]



Mineral Tenure



In 2005, the Company acquired the Acero Property by staking claims in porphyry copper-gold property in the southern Department of Cuzco, Peru.  Mineral titles included in the Acero Property are summarized below.



|           |              |            |          |                             |             |                          
|---------- | ------------ | ---------- | -------- | --------------------------- | ----------- | -------------------------
|CLAIM NAME | CLAIM NUMBER | CLAIM TYPE | HECTARES | OWNER                       | EXPIRY DATE | PAYMENT/WORK REQUIRED    
|ACERO I    | 010-2343-05  | Concession | 800      | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year
|ACERO II   | 010-2344-05  | Concession | 900      | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year





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History



Claims were held in the Acero Property area in the past by Southwestern Resources through a joint-venture Southern Peru Copper. They reported discovering two zones of altered feldspar porphyry with potassic alteration and associated leach cap with copper oxides and secondary chalcocite.  A limited drill program reportedly intersected thick zones of sulphide porphyry copper style mineralization with grades ranging between 0.3 and 0.5% copper with local narrow sections assaying over 1% copper (see Southwestern Gold Corp. 2000 Annual Report).



Exploration and Proposed Program



Several phases of intrusive have been mapped on the property including dacite, micro-diorite and granodiorite; the majority of mineralization and alteration identified to date is hosted by dacitic intrusive.  Quartz stockwork, with individual veinlets up to 3cm wide, is widespread in the southwest portion of the mineralized area.  Copper mineralization identified on surface on the Acero Property appears to be open to the southeast of current mapping and sampling coverage.



In 2005, the Company performed preliminary mapping, rock and silt sampling focused on the eastern portion of the property.  Tabulated preliminary sample results from surface sampling of the Acero Property are presented below.  No work was carried out on the Acero Property in 2006, 2007 or 2008.



|            |                   |                                |        |          |          |         
|----------- | ----------------- | ------------------------------ | ------ | -------- | -------- | --------
|Sample Type | Sample Length
(m) | Trench [T] 
Panel [P]
Grab [G] | Cu
(%) | Au
(ppm) | Ag
(ppm) | Mo
(ppm)
|Chip        | 4.0m              | T1                             | 0.55   | 0.01     | 0.2      | 4       
|Chip        | 10.0m             | T2                             | 0.55   | 0.04     | 0.3      | 6       
|Chip        | 10.0m             | T3                             | 0.47   | 0.02     | 0.5      | 5       
|Chip        | 12.0m             | T4                             | 0.42   | 0.13     | 1.0      | 5       
|Chip        | 10.0m             | T5                             | 0.36   | 0.03     | 0.3      | 8       
|Chip        | 10.0m             | T6                             | 0.31   | 0.03     | 0.2      | 5       
|Chip        | 3.0m              | T7                             | 0.31   | 0.11     | 2.0      | 4       
|Chip        | 10.0m             | T8                             | 0.28   | 0.17     | 0.7      | 3       
|Chip        | 10.0m             | T9                             | 0.24   | 0.03     | 0.4      | 9       
|Chip        | 11.0m             | T10                            | 0.22   | 0.04     | 0.5      | 4       
|Chip        | 10.0m             | T11                            | 0.16   | 0.10     | 0.4      | 1       
|Chip        | 11.0m             | T12                            | 0.14   | 0.12     | 0.9      | 1       
|Chip        | 12.0m             | T13                            | 0.13   | 0.75     | 316.0    | 36      
|Chip        | 30.0m             | T14                            | 0.11   | 0.06     | 1.0      | 46      
|Panel       | 5.0 x 5.0m        | P1                             | 0.48   | 0.06     | 0.9      | 109     
|Panel       | 3.0 x 5.0m        | P2                             | 0.12   | 0.05     | 0.7      | 2       



The Company has not found any reserves on the Acero Property, as that term is defined in SEC Guide 7.





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Work on the Acero Property has been carried out under the direction of Piotr Lutynski, M.Sc., P.Eng. and
has been reviewed by Dr. David A. Terry, P.Geo., both Qualified Persons.  All assays from the Acero Property were carried out by ALS Chemex.



MPDP Groups of Projects, Department of Junin, Huancavelica, Arequipa, Cuzco and Puno, Peru



On  September 19, 2007, the Company entered into two option agreements with Minera Phelps Dodge del Peru S.A.C. ("MPDP"), an indirect subsidiary of Freeport-McMoRan Copper & Gold Inc., to earn up to a 70% undivided interest in two groups of projects in Peru, the Junin Projects and the Arequipa Project (collectively, the MPDP Projects).  See Item 4. Information on the Company  History and Development of the Company.



No work was carried out on the Property in 2007 or 2008.   In 2008, the Company terminated the option with MPDP due to inability to access the Junin projects and the challenging market conditions.



The Company has not found any reserves on the MPDP Projects, as that term is defined in SEC Guide 7.



Fuyani Copper-Gold Property, Department of Cuzco, Peru



Location and Access



The Fuyani Property is located 40km north of Santo Tomas in the Department of Cuzco, in the Santo Tomas Porphyry Copper belt.  It is easily accessed along the gravel road connecting Santo Tomas with Cusco, 70km north of the Fuyani Property. The location map for the Fuyani Property can be viewed under the Acero Property section above.



Mineral Tenure



The Fuyani Property is comprised of 1,000 hectares, acquired by staking in 2006.  It consists of a single concession.  The Fuyani Property claim is described in the table below.



|           |              |            |          |                             |             |                          
|---------- | ------------ | ---------- | -------- | --------------------------- | ----------- | -------------------------
|CLAIM NAME | CLAIM NUMBER | CLAIM TYPE | HECTARES | OWNER                       | EXPIRY DATE | PAYMENT/WORK REQUIRED    
|FUYANI     | 01-00875-06  | Concession | 1000     | Recursos de los Andes S.A.C | N/A         | US$3 per Hectare per year



History



There is no indication of previous work or historical workings on the Fuyani Property.



Exploration and Proposed Program



The Fuyani Property is underlain by Cretaceous volcaniclastics intruded by tertiary granodioritic intrusive. Tertiary sediments cover topographically low areas. Porphyry-style copper (malachite, chalcopyrite, and bornite) and silver mineralization, with elevated lead, zinc and molybdenum, is hosted by epidote-altered granodiorite. Abundant massive magnetite and garnet float in several creeks draining the Fuyani Property suggests also presence of skarn type mineralization.



The Company has not found any reserves on the Fuyani Property, as that term is defined in SEC Guide 7. Only four rock samples have been collected from the Fuyani Property to date.  No work was carried out on the Fuyani Property in 2007 or 2008.



Korimarca Property, Department of Cuzco, Peru



The Korimarca Property is located 20 km north of Santo Tomas in the department of Cuzco, Peru.  The Company carried out very limited surface work on the Property.  The Company did not renew the Korimarca claims in 2008.





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The Company has not found any reserves on the Korimarca Property, as that term is defined in SEC Guide 7.





Laguna Gold Property, Department of Pasco, Peru



On May 22, 2007, the Company signed a contract with Chancadora Centauro S.A.C. to enter into an option agreement to acquire up to a 90% interest in the 11,184 hectare Laguna Gold Project in the Pasco Department of west central Peru (the Laguna Gold Property).  See Item 4. Information on the Company  History and Development of the Company.



In early 2008, the Company carried out a 9-hole diamond drill program testing the geochemical/geophysical targets on the optioned portion of the Laguna property.  In all cases the bedrock was reached and no significant zones of alteration or mineralization were identified in the target areas.  During the first quarter of 2008, the Laguna Gold option was terminatedand the acquisition costs of $237,816 incurred were written off.



The Company identified no reserves on the Laguna Gold Property, as that term is defined in SEC Guide 7.



Loma Colorada, Ancash Department



On November 15, 2007, the Company signed the Loma Letter of Intent with to option up to a 100% interest in the Loma Colorada Property located in the Ancash Department, Peru.  See Item 4. Information on the Company  History and Development of the Company.



The Company acquired and reviewed a geochemical database for the Property.  The distribution and consistently elevated copper values combined with the style of alteration and mineralization indicate the Loma Colorada Property is a large tonnage porphyry copper exploration target.



The Loma Colorada option was terminated in 2008 due to inability to advance the project and the challenging market environment.



The Company has not found any reserves on the Loma Colorada Property, as that term is defined in SEC Guide 7.



Toro Blanco, San Felipe and Sura Properties, Huancavelica Department, Peru



On February 1, 2008, the Company signed a Letter of Intent with Geologix Explorations Inc. (Geologix) to earn up to a 70% interest in the Huancavelica Properties (comprised of the Toro Blanco, San Felipe and Sura Properties) located in the Huancavelica Department, Peru.See Item 4. Information on the Company  History and Development of the Company.



The Company reviewed Geologix exploration data, which include rock and soil geochemistry, PIMA surveys and regional geologic mapping.  Gold anomalies occur on each Property.



In 2008, the Company terminated the option with Geologix due to the challenging market environment.



The Company has not found any reserves on the Toro Blanco, San Felipe and Sura Properties, as that term is defined in SEC Guide 7.



Cercana, Department of Arequipa, Peru



In early 2008, the Company entered into an option to acquire a 100% interest in the 1,075 hectare Cercana porphyry copper project located in Arequipa department, southern Peru.See Item 4. Information on the Company  History and Development of the Company.



In 2008, the Company terminated its option on the Cercana Project due to challenging market conditions.





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Cruz de Mayo Property, Department of Cuzco, Peru



In July 2005, the Company obtained an option to acquire the 800 hectare Cruz de Mayo Property located in the southern portion of the Department of Cuzco in Peru (the Cruz de Mayo Property).  The Company also acquired, by direct staking, 2,200 hectares of adjacent land.  Effective July 30, 2007 the Company terminated the option.  Accordingly, the Company has written-off $156,240 of costs capitalized to the property to date.



The Company identified no reserves on the Cruz de Mayo Property, as that term is defined in SEC Guide 7.



Nevada USA



Roy and Hills, Properties



In March 2005, pursuant to an acknowledgement agreement dated December 31, 2004, with Steven K. Jones, M.Sc., C.P.G., the Company acquired two claim blocks in the Roysten Hills area of Nye County of west central Nevada (the Roy and Hills Claims). Mr. Jones, as agent for the Company, staked the Roy and Hills Claims on behalf of the Company in November 2004 and the Company advanced all of the costs associated with staking the claims during the last quarter of fiscal 2004.  Mr. Jones is an arms length, third party.  Mr. Jones transferred the Roy and Hills Claims to the Company and Quitclaim Deeds were filed with the Bureau of Land Management on June 1, 2005.



On June 9, 2006, the Company entered into the Astral Letter of Agreement, whereby it granted an option on its Roy and Hills Claims to Astral. Under the terms of the Astral Letter of Agreement, Astral could earn up to an 80% undivided interest in the Roy and Hills Claims.  Astral could earn an initial 65% interest in the Roy and Hills Claims by incurring US$2,500,000 in work expenditures over four years and issuing 500,000 of its common shares to the Company.  Astral could then elect to earn an additional 15% interest, by issuing a further 500,000 common shares to the Company and completing a bankable feasibility stage, within three years.



In 2007, Astral carried out a drill program on the Roy and Hills gold projects.  During 2008 the option agreement was terminated by Astral due to challenging market conditions  Accordingly, in 2008 the Company wrote off $64,010 of acquisition costs. The Company has dropped the Hills claims and still maintains title to the Roy property claims.





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Location and Access



The 478 hectare (1,180 acre) Roy Property is located 56 kilometres northwest of Tonopah.  The Roy Claims are adjacent to the Pole Line road and access to them is by truck from Tonopah.  A power line follows the Pole Line road just east of the Roy Property.  The following map identifies the location of the Roy Claims:



[panthera20f071409005.jpg]





Mineral Tenure



Mineral Titles included in the Roy project:



|                |         |                  |       |                      |             |                                                              
|--------------- | ------- | ---------------- | ----- | -------------------- | ----------- | -------------------------------------------------------------
|PROPERTY        | CLAIMS  | CLAIM NUMBER     | ACRE  | OWNER                | EXPIRY DATE | PAYMENT/WORK REQUIRED                                        
|ROY
(59 claims) | 1 to 59 | 884363 to 884421 | 1,180 | Amera Resources (US) | N/A         | US$125 per claim for federal and US$8.50 per claim for county



History



The Roy property is located along the northern margin of the prolific Walker Lane epithermal belt, which has seen past production of more than 35 million gold equivalent ounces.  On the Roy property, several short rotary drill hole sites were found testing the more silicified alteration.  Results from this earlier drilling are unknown.



Exploration and Proposed Program



The Roy claim blocks are underlain by Oligocene and Miocene-age volcanic rocks that consist of latites, quartz latites and dacite flows that have undergone epithermal alteration and mineralization prior to being covered by lacustrian volcanic sediments and Quaternary gravels. Work by the Company on the Roy Claims includes surface mapping, geological sampling, and a ground magnetics survey carried out by Quantec Geophysic along 200 meter-spaced lines with 10 meter-spaced sample points.



On the Roy property a gold-silver epithermal system is hosted within an alteration zone that outcrops over a 2.25 square kilometre area.



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A 7-hole 1,000m Phase I drill program started in January of 2007 on the Roy and Hills gold projects with results reported on May 18, 2007.  Results from the program include a 6.1m interval averaging 0.89 ppm gold, including a 1.5m interval assaying 2.1 ppm gold, from between 3.0 and 9.1m depth in hole R-07-5. Zones of anomalous arsenic concentration were observed in all holes except R-07-7; zones of elevated silver and copper were detected in hole R-07-05 and a 20.1m wide zone of arsenic-mercury±antimony±copper was present near the top of hole R-07-06.



The Company has not found any reserves on the Roy and Hills Claims, as that term is defined in SEC Guide 7.  There is no current exploration plans for the Roy property.



The Roy and Hills drilling program was carried out under the supervision of John Rice, C.P.G., a Qualified Person.  All analytical work for the Roy and Hills drilling program was performed by American Assay Laboratories Inc., an analytical services provider located in Sparks, Nevada.  The technical information above has also been reviewed by Dr. David A. Terry, P.Geo., a director of the Company and  a Qualified Person.



Colombia



Effective January 30, 2007, the Company entered into a 50/50 joint venture with Golden Arrow to evaluate and acquire precious and base metal properties in Colombia. The joint venture has hired an operations manager and retained contract exploration personnel.  In addition, the joint venture is in the process of evaluating a number of opportunities but has not acquired any mineral properties to date.  In May 2008, the Company withdrew from the Golden Amera Inc. Joint Venture.



Plan of Operation and Exploration Budget



As of May 31, 2009, the Company had negative working capital of approximately $590,000.  As a result the Company has not budgeted for any exploration programs on its properties in Peru or Argentina during 2009.  The Company is actively seeking joint venture partners to advance its projects.



Item 5.  Operating and Financial Review and Prospects.



The following discussion of the results of operation of the Company for the fiscal years ended December 31, 2008, 2007 and 2006 should be read in conjunction with the accompanying audited financial statements of the Company and related notes included therein.



The Companys financial statements are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the period presented with US GAAP except for the differences noted in Note 13 of the Companys audited financial statements for the years ended December 31, 2008, 2007 and 2006 which are included herein.  The noon rate of exchange on May 31, 2009, reported by the Bank of Canada, for the conversion of Canadian dollars into United States dollars was CDN$1.0961 (US$0.9123 = CDN$1.00). The effects of inflation and price changes have not had a material impact on the Company since its incorporation.  The Company does not engage in hedging activities.



The Companys financial statements were prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge liabilities in the normal course of business.



Overview



The Company was incorporated on April 11, 2000 and remained without a business asset until March 2003, when the Company negotiated a number of agreements to option and acquire interests in various mineral concessions located in Argentina.  In December 2003, the Company completed its initial public offering and commenced trading on the TSX-V under the symbol AMS.  Effective September 13, 2006, the Company received clearance for trading on the OTCBB continuing under the symbol AJRSF.  Following the Companys name change to Panthera Exploration Inc. in December 2008, the TSX-V trading symbol changed to PNX.V and the OTCBB trading symbol changed to PNXLF.OB effective December 31, 2008.



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The Company is an exploration stage company engaged in the business of acquiring, exploring and evaluating natural resource properties, and potentially joint venturing these properties depending on the evaluation of the property.  The Company has been focusing on conducting exploration programs on the Mogote property in Argentina and on its portfolio of properties in Peru .



During 2005 the Company staked or optioned the Cruz de Mayo, Acero and Cocha properties in Peru.  During 2006 and the beginning of 2007, the Company staked or optioned the Fuyani, Mitu, and Laguna properties in Peru.  See Item 4. Information on the Company - Property, Plants and Equipment - Other Properties.



On December 5, 2008, the shareholders of the Company passed a special resolution authorizing the authorized share capital of the Company be altered by consolidating all of the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares.  Unless otherwise specified, all per share amounts and outstanding shares, including all common stock equivalents (stock options and warrants) have been adjusted in this Item 5. Operating and Financial Review and Prospects  - Results of Operationssection of this 20-F for all periods presented to reflect the stock consolidation.



Results of Operations



Fiscal Year Ended December 31, 2008 Compared to Fiscal Year Ended December 31, 2007



For the year ended December 31, 2008, the Company reported a net loss of $3,472,349 ($0.90 per share), an increase in loss of $398,552 from the $3,073,797 ($1.00 per share) for the year ended December 31, 2007.



A total of $3,084,684 of exploration and operating costs were incurred for the year ended December 31, 2008, compared to $2,976,860 for the year ended December 31, 2007.



Exploration expenditures increased to $2,165,600 in 2008 compared to $1,364,324 in 2007.  In 2008, the Company incurred exploration expenditures of $6,910 on the Mogote property in Argentina and $259,196 on Cocha, $654,889 on Laguna, $81,101 on Mitu and $332,893 on other properties in Peru.  In addition the Company incurred general exploration expenditures of $830,611 on exploration that is not related to specific projects or properties in Peru and Colombia.  In 2007, the Company incurred exploration expenditures of $5,491 on the Mogote property in Argentina and $679,471 on Cocha, $27,059 on Cruz de Mayo, $73,204 on Laguna, $47,875 on Mitu and $9,088 on other properties in Peru.  In addition the Company incurred general exploration expenditures of $522,136 on exploration that is not related to specific projects or properties in Peru and Colombia.



Other notable changes in the operating expenses are:



-

Corporate development and investor relations costs decreased to $267,716 in 2008 compared to $320,774 during 2007, mainly due to decreased costs associated with advertising and attendance at investor conferences, which were partially offset by reduced external public relations advisory services fees paid in 2007.

-

Office and sundry expenses decreased by $81,575 to $117,423, in 2008 from $198,998 in 2007 as a result of decreased activity levels in 2008.  The office and sundry expense is primarily comprised of an allocation of fees from the Grosso Group.  The arrangement with the Grosso Group was terminated effective September 1, 2008.

-

Salaries decreased by $161,424 to $207,236 in 2008 from $368,660 in 2007 as a result of decreased activity levels in 2008.  The salaries expense includes an allocation of fees from the Grosso Group.

-

Stock-based compensation was $470 in 2008 compared to $296,581 in 2007.  The 2008 expense of $470 is the estimated fair value of 5,000* stock options granted to an employee.  The 2007 expense of $296,581 is the estimated fair value of 1,987,500* stock options granted to employees, directors and consultants.  Stock-based compensation is accounted for at fair value as determined by the Black-Scholes option pricing model using amounts that are believed to approximate the volatility of the trading price of the Companys stock, the expected lives of awards of stock-based compensation, the fair value of the Companys stock and the risk-free interest rate.

-

Travel expenses decreased by $96,544 to $34,601 in 2008 from $131,145 in 2007 as a result of decreased exploration related travel as well as increased travel to investor conferences.

-

Interest income decreased to $14,210 in 2008 from $80,383 in 2007 as a result of the Company holding less short-term investments.

-

The write-off of mineral property acquisition costs in 2008 consists of $237,816 on Laguna, $110,120 on other properties in Peru and $64,010 on the Walker Lane properties in the USA. The write-off of mineral property acquisition costs in 2007consist of $156,240 on the Cruz de Mayo property in Peru.



*represents pre-consolidated common shares



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During the year ended December 31, 2008 the Company capitalized acquisition costs of $25,943 on the Cocha property, $58,439 on the Laguna property, $14,616 on the Mitu property, $6,212 on the Acero property, $3,654 on the Fuyani property and $59,456 on other properties in Peru.



Fiscal Year Ended December 31, 2007 Compared to Fiscal Year Ended December 31, 2006



For the year ended December 31, 2007, the Company reported a net loss of $3,073,797 ($1.00 per share), an increase in loss of $951,431 from the $2,122,366 ($1.11 per share) for the year ended December 31, 2006.



A total of $2,976,860 of exploration and operating costs were incurred for the year ended December 31, 2007, compared to $1,943,569 for the year ended December 31, 2006.



Exploration expenditures increased to $1,364,324 in 2007 compared to $817,630 in 2006.  In 2007, the Company incurred exploration expenditures of $5,491 on the Mogote property in Argentina and $679,471 on Cocha, $27,059 on Cruz de Mayo, $73,204 on Laguna, $47,875 on Mitu and $9,088 on other properties in Peru.  In addition the Company incurred general exploration expenditures of $522,136 on exploration that is not related to specific projects or properties in Peru and Colombia. In 2006 the Company incurred exploration expenditures of $14,523 on the Mogote property in Argentina and $432,612 on Cocha, $6,397 on Esperanza, $1,961 on Korimarca, $38,288 on Cruz de Mayo and $26,877on other properties in Peru and $162 on the Walker Lane properties in the USA.  In addition the Company incurred general exploration expenditures of $296,810 on exploration that is not related to specific projects or properties in Peru and Argentina.



Significant expenditures were incurred in the following categories:



-

Corporate development and investor relations costs of $320,774, compared to $227,747 during 2006, mainly due to increased costs associated with advertising and attendance at investor conferences, which were partially offset by reduced external public relations advisory services fees paid in 2007.

-

Office and sundry expenses increased by $76,228 to $198,998 in 2007 from $122,639 in 2006 as a result of increased activity levels in 2007.  The office and sundry expense is primarily comprised of an allocation of fees from the Grosso Group.

-

Stock-based compensation of $296,581 is the estimated fair value of 1,987,500* stock options granted to employees, directors and consultants during 2007.  Stock-based compensation of $90,850 was recorded in the year ended December 31, 2006.  Stock-based compensation is accounted for at fair value as determined by the Black-Scholes option pricing model using amounts that are believed to approximate the volatility of the trading price of the Companys stock, the expected lives of awards of stock-based compensation, the fair value of the Companys stock and the risk-free interest rate.

-

Travel expenses increased $88,787 to $131,145 in 2007 from $42,358 in 2006 as a result of increased exploration related travel as well as increased travel to investor conferences.

-

Interest income increased to $80,383 in 2007 from $30,924 in 2006 as a result of the Company holding more short-term investments

-

The write-off of mineral properties in 2007 consists of the $156,240 write-off of the Cruz de Mayo property.  The Company terminated its option agreement for the Cruz de Mayo project in July 2007.  The 2006 write-off is primarily a result of the Company terminating its option on the Esperanza property in Peru.



* represents pre-consolidated common shares



During the year ended December 31, 2007 the Company incurred acquisition costs of $333,000 on the Mogote property in Argentina. This amount represents the fair value of 900,000* shares of the Company issued to fulfil its final obligations under the option agreement to earn a 51% interest in the property.  In addition, the Company capitalized $179,377 on the Laguna Property and $56,674 on the Cruz de Mayo property in Peru.



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Fiscal Year Ended December 31, 2006 Compared to Fiscal Year Ended December 31, 2005



For the year ended December 31, 2006, the Company reported a net loss of $2,122,366 ($1.11 per share), a decrease in loss of $262,892 from the $2,385,258 ($1.50 per share) for the year ended December 31, 2005.



A total of $1,943,569 of general and administrative and exploration costs were incurred for the year ended December 31, 2006, compared to $2,138,635 for the year ended December 31, 2005.



Exploration expenditures decreased to $817,630 in 2006 compared to $1,149,971 in 2005.  In 2006 the Company incurred exploration expenditures of $14,523 on the Mogote property in Argentina and $432,612 on Cocha, $6,397 on Esperanza, $1,961 on Korimarca, $38,288 on Cruz de Mayo and $26,877on other properties in Peru and $162 on the Walker Lane properties in the USA.  In addition the Company incurred general exploration expenditures of $296,810 on exploration that is not related to specific projects or properties in Peru and Argentina. In 2005 the Company incurred exploration expenditures of $578,465 on the Mogote property in Argentina and $257,658 on the Esperanza property, $19,843 on the Korimarca property, $29,369 on the Cruz de Mayo property, $15,444 on the Cocha property and $28,755 on other properties in Peru and $21,173 on Walker Lane properties in the USA.  In addition the Company incurred general exploration expenditures of $199,264 on exploration that is not related to specific projects or properties in Peru and Argentina.



Significant expenditures were incurred in the following categories:



-

Corporate development and investor relations costs of $227,747, compared to $252,981 during 2005, are comprised of costs related to investor relations, investor conferences and distributing general corporate information.  These costs have decreased from the prior year primarily as a result of the Company discontinuing its contract with an external investor relations firm in early 2006.

-

Management fees of $85,833 were paid to the President of the Company pursuant to an employment agreement compared to $73,500 paid in 2005.  Under the contract the President was paid $6,125 per month in 2005 which increased to $7,292 per month on May 1, 2006.

-

Office and sundry expenses were $122,639 during 2006 compared to $92,724 during 2005 as a result of the increase in activity in 2006.

-

Rent of $90,099 increased by $16,526 from $73,573 rent paid in 2005.  The rent expense is comprised of an allocation of fees from the Grosso Group.

-

Salaries of $372,063 in 2006 increased $77,893 from $294,170 salaries paid in 2005.  In 2006 salaries are comprised of an allocation of fees paid to the Grosso Group.  In 2005 salaries were comprised of an allocation of fees paid to the Grosso Group and salaries paid to employees in the Peru office.

-

Stock-based compensation of $90,850 is the estimated fair value of 415,000* stock options granted to employees, directors and consultants during 2006 compared to $52,500 the estimated fair value of the 250,000* stock options granted during 2005.  Stock-based compensation is accounted for at fair value as determined by the Black-Scholes option pricing model using amounts that are believed to approximate the volatility of the trading price of the Companys stock, the expected lives of awards of stock-based compensation, the fair value of the Companys stock and the risk-free interest rate.

-

The $206,811 write-off of mineral properties in 2006 primarily consists of the write-off of the Esperanza property in Peru.  The Company terminated its option agreement with Arcturus in August 2006 in order to focus its exploration efforts on its other Peruvian properties.  In 2005, the Company wrote-off the $225,000 carrying value of its Chubut properties as there was no active exploration on the properties.



* represents pre-consolidated common shares



During the year ended December 31, 2006 the Company incurred acquisition costs of $165,247 on the Mogote property in Argentina. In addition, the Company capitalized $20,070 on the Esperanza property, $1,696 on the Korimarca property, $73,487 on the Cruz de Mayo property, $18,557 on the Cocha property and $23,038 on other properties in Peru.





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Liquidity and Capital Resources



The Companys cash position at December 31, 2008 was $24,502, a decrease of $141,516 from $166,018 at December 31, 2007. Short-term investments balance decreased to $Nil at December 31, 2008 from $1,400,000 at December 31, 2007.  Total assets decreased to $1,524,520 at December 31, 2008 from $3,588,597 at December 31, 2007.  This decrease is mainly as a result of write-offs of the Companys mineral property acquisition costs and a decrease in short-term investments.



As the Company is an exploration stage company, revenues are limited to interest earned on cash held with the Companys financial institutions.  During the year ended December 31, 2008, the Company earned interest income of $14,210, a decrease of $66,173 from the year ended December 31, 2007 as a result of decreased funds on deposit.



The Company has financed its exploration activity through the sale of its equity securities.  During the year ended December 31, 2008, the Company completed:

i*)

A brokered private placement financing of 3,470,000 units at $0.14 per unit for gross proceeds of $485,800.  The financing was completed in two tranches of 3,320,000 units and 150,000 units on April 30, 2008 and June 12, 2008, respectively.  Each unit entitled the holder to acquire one common share and one half common share purchase warrant. Each full warrant entitles the holder thereof to purchase one additional common share in the capital of the Company at a price of $0.18 per share, expiring April 30, 2010. In addition to cash commissions and related costs of $67,670, the agents were granted 265,600 agents warrants in the first tranche and 12,000 agents warrants in the second tranche exercisable at $0.18 each, expiring on or before April 30, 2010 and June 12, 2010, respectively.



ii*)

A non-brokered private placement financing of 3,870,000 units at $0.14 per unit for gross proceeds of $541,800. The financing was completed on June 16, 2008. Each unit entitled the holder to acquire one common share and one half common share purchase warrant. Each full warrant entitles the holder thereof to purchase one additional common share in the capital of the Company at a price of $0.18 per share, expiring June 16, 2010.

* represents pre-consolidated prices and common shares



The Company received a $Nil (2007 - $Nil) from the exercises of warrants and $Nil (2007 - $Nil) from the exercise of stock options during 2008.  As at May 31, 2009, the Company had negative working capital of approximately $590,000.



To date, the Company has not generated any cash flow from its activities to fund ongoing activities and cash commitments.  The Company has financed its exploration activity principally through the sale of its equity securities.  The Company does not believe it has adequate resources to maintain its core activities for the 12 months from January 1, 2009 to December 31, 2009 and has ceased its exploration activities for the time being, as well as taking steps to reduce overhead and other costs. The Company will need to raise further financings in order to continue its operations and fulfill its commitments. The Company may not be able to raise the necessary funds or may not be able to raise such funds at terms which are acceptable to the Company.  In the event the Company is unable to raise adequate finances to fund the proposed activities, it will need to reassess its alternatives and may have to abandon one or more of its property interests as a result.  Any further additional equity financing undertaken by the Company may cause dilution to its shareholders



The Company does not know of any trends, demand, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, its liquidity either materially increasing or decreasing at present or in the foreseeable future. Material increases or decreases in liquidity are substantially determined by the success or failure of the exploration programs.  The Company does not have any loans or bank debt and there are no restrictions on the use of its cash resources.



Research and Development



See  Item 4. Information on the Company - Business Overview - Dispositions and Item 4. Information on the Company - Business Overview - Exploration Expenditures.



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Trend Information



None of the Companys assets are currently in production or generate revenue.



Off-Balance Sheet Arrangements



The Company does not have any material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.



Tabular Disclosure of Contractual Obligations

|                           |                        |                  |             |             |                  
|-------------------------- | ---------------------- | ---------------- | ----------- | ----------- | -----------------
|                           | Payments Due by Period
|                           | Total                  | Less than
1 Year | 1 - 3 Years | 3 - 5 Years | More than
5 Years
|Contractual Obligations(1) | -                      | -                | -           | -           | -                
|Total                      | -                      | -                | -           | -           | -                

(1)

As of December 31, 2008





Safe Harbour



This Annual Report contains forward-looking statements that are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and under Canadian securities laws that involve a number of risks and uncertainties.  Such statements are based on the Companys current expectations, estimates and projections about the industry, managements beliefs and certain assumptions made by it.  The Company uses words such as expect, anticipate, project, believe, plan, intend, seek, should, estimate, future and other similar expressions to identify forward-looking statements.  The Companys actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.



Statements about expected completion dates of acquisitions/transactions, feasibility studies, anticipated commencement dates of mining or metal production operations, projected quantities of future metal production and anticipated production rates, operating efficiencies, costs and expenditures, business development efforts, the need for additional capital and the Company's production capacity are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict.  Therefore, the Company's actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.  You should not place undue reliance on these forward-looking statements.



Information relating to the magnitude or quality of mineral deposits is deemed to be forward-looking information.  The reliability of such information is affected by, among other things, uncertainty involving geology of mineral deposits; uncertainty of estimates of their size or composition; uncertainty of projections relating to costs of production or estimates of market prices for the mineral; the possibility of delays in mining activities; changes in plans with respect to exploration, development projects or capital expenditures; and various other risks including those relating to health, safety and environmental matters.



The Company cautions that the list of factors set forth above is not exhaustive.  Some of the risks, uncertainties and other factors which negatively affect the reliability of forward-looking information are discussed in the Company's public filings with the Canadian securities regulatory authorities, including its most recent annual report, quarterly reports, material change reports and press releases, and with the United States Securities and Exchange Commission (the SEC).  In particular, your attention is directed to the risks detailed in Item 3. Key Information - Risk Factors and similar discussions in the Company's other SEC and Canadian  filings concerning some of the important risk factors that may affect its business, results of operations and financial conditions.  You should carefully consider those risks, in addition to the other information in this annual report and in the Company's other filings and the various public disclosures before making any business or investment decisions involving the Company and its securities.





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The Company undertakes no obligation to revise or update any forward-looking statement, or any other information contained or referenced in this annual report to reflect future events and circumstances for any reason.  In addition, any forecasts or guidance provided by the Company are based on the beliefs, estimates and opinions of the Companys management as at the date of this annual report and, accordingly, they involve a number of risks and uncertainties.  Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.  The Company undertakes no obligation to update such projections if managements beliefs, estimates or opinions, or other factors should change.





Item 6. Directors, Senior Management and Employees.



Directors and Senior Management



The names, positions held with the Company and terms of office of each director and officer of the Company as of the date of this annual report, are as follows:



|                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                          
|---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------
|Name, Position and Province or State and Country of Residence(1)                         | Principal Occupation and if
not at present an elected Director, Occupation during the past five years(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Director or Officer Since
|NIKOLAOS CACOS
Director, President, CEO and Corporate Secretary
British Columbia, Canada | Corporate Secretary & Director of Blue Sky Uranium Corp. since November 2005; Director of Golden Arrow Resources Corporation since July 2004 and Corporate Secretary since February 2009; Vice President of  
    IMA Exploration Inc. since July 1993, and Corporate Secretary since February 2009; and President of Cacos Consulting Ltd., a private company 
    providing management services to private and public companies since 2001.                                                                                                                                        | Apr. 11, 2000            
|GERALD CARLSON(3)Director
British Columbia, Canada                                       | President, CEO and director of Copper Ridge Explorations Inc. from 1999 to present. President and director of Golden Aria Corp. from March 1995 to November 2007. Director of Almaden Minerals Ltd. from July 1998 to present.  Chairman and director of IMA Exploration Inc. from February 1999 to December 2007. Director of Blue Sky Uranium Corp. from April 2009 to present.  Director of Tarsis Capital Corp. from July 2007 to present. Director of BonTerra Resources Inc. from July 2007 to present.
    President of the Society of Economic Geologists Canada Foundation. | Nov.10/2006              
|JERRY A. MINNI(3)Director
British Columbia, Canada                                       | CEO of Mcorp Investment Group since 2006, self-employed Certified General Accountant since 1988 and currently partner of Minni, Clark & Company, and director and officer of several reporting issuers.                                                                                                                                                                                                                                                                                                                                                                              | Nov.19/2002              
|ROBERT COLTURA(3)Director
British Columbia, Canada                                       | President, Matalia Investments Ltd. From 1993 to present; and president of BonTerra Resources Inc. from May 2007 to present.                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Aug.2/2002               
|DAVID TERRY
Director and Vice President, Exploration 
British Columbia, Canada           | VP Exploration for the Company from March 2004 to present. Vice President, Exploration for the Grosso Group from January 2005 to present. Director and Vice President Exploration for Golden Arrow Resources Corp. from July 2004 to present. Regional geologist with the British Columbia Ministry of Energy and Mines in Cranbrook, British Columbia from May 2001 to March 2004.                                                                                                                                                                                                  | Dec.11/2007              
|Michael Clark
Acting CFO
British Columbia, Canada                                        | Controller for Grosso Group companies since October 5, 2007.  Accountant with MacKayLLPChartered Accountants from 2003 to 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                      | September 2008           

(1)

The information as to province, state and country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(2)

The information as to shares beneficially owned or over which a director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective directors individually.

(3)

Denotes member of Audit Committee.





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There are no family relationships between any directors or executive officers of the Company.  To the best of the Companys knowledge, there are no arrangements or understandings with major shareholders, customers, suppliers, or others, pursuant to which any of the Companys officers or directors was selected as an officer or director of the Company.



Conflicts of Interest



There are no existing or potential conflicts of interest among the Company, its directors, officers or promoters as a result of their outside business interests with the exception that certain of the Companys directors, officers and promoters serve as directors, officers and promoters of other companies, and, therefore, it is possible that a conflict may arise between their duties as a director, officer or promoter of the Company and their duties as a director or officer of such other companies.



The directors and officers of the Company are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and the Company will rely upon such laws in respect of any directors and officers conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such directors or officers in accordance with the BCBCA, and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.



All of the Companys directors are also directors, officers or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties including properties in countries where the Company is conducting its activities.  Such associations may give rise to conflicts of interest from time to time.  Such a conflict poses the risk that the Company may enter into a transaction on terms which place the Company in a worse position than if no conflict existed.  The directors of the Company are required by law to act honestly and in good faith with a view to the best interest of the Company and to disclose any interest which they may have in any project or opportunity of the Company. However, each director has a similar obligation to other companies for which such director serves as an officer or director.  The Company has no specific internal policy governing conflicts of interest.  See Item 3.  Key Information - Risk Factors.



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The following table identifies, as of May 31, 2009, the name of each officer and director of the Company and any company (i) which employs such officer or director, (ii) for which such officer or director currently serves as an officer or director, or (iii) which is affiliated with such officer or director:



|                          |                                                       |                                  |                       |                         
|------------------------- | ----------------------------------------------------- | -------------------------------- | --------------------- | ------------------------
|Name of Director          | Name of Company                                       | Description of Business          | Position              | Term of Service         
|Nikolaos Cacos            | IMA Exploration Inc.                                  | Mineral Exploration              | Vice President        | June 2005 to present    
|                          | Golden Arrow Resources Corporation                    | Mineral Exploration              | Director              | July 2004 to present    
|                          | Blue Sky Uranium Corp                                 | Uranium Exploration              | Director              | November 2005 to present
|Jerry Minni               | Raytec Metals Corp.                                   | Food Equipment Manufacturer      | Director              | February 1992 to present
|                          |                                                       |                                  | President             | February 1992 to present
|                          | Mantra Mining Inc.(formerly Global Sortweb)           | Software Development             | Director & CFO        | July 1998 to present    
|                          | Avantec Technologies Inc.                             | Chemical Equipment               | Director              | June 1999 to present    
|                          | Minni, Clark & Company, Certified General Accountants |                                  | Partner               | **                      
|                          | Romulus Resources Ltd.                                | Resource Company                 | Director              | November 2005 to present
|                          | Weststar Resources Corp.                              | Mineral Exploration              | Director & CFO        | June 2005 to present    
|                          | Mcorp Investment Group                                |                                  | Director              | * 2006 to present       
|                          | IMA Exploration Inc.                                  | Mineral Exploration              | Director              | December 2007 to present
|Gerald G. Carlson         | Copper Ridge Explorations                             | Mineral Exploration              | President/Director    | March 1999 to present   
|                          | Golden Aria Corp.                                     | Oil & Gas Exploration            | Director              | March 2005 to present   
|                          | Almaden  Minerals Ltd.                                | Mineral Exploration              | Director              | July 1998 to present    
|                          | Tarsis Capital Corp.                                  | Mineral Exploration              | Director              | July 2007 to present    
|                          | BonTerra Resources Inc.                               | Mineral Exploration              | Director              | July 2007 to present    
|                          | Blue Sky Uranium Corp.                                | Mineral Exploration              | Director              | April 2009 to present   
|David Terry               | Golden Arrow Resources Corp.                          | Mineral Exploration              | Director              | July 2004 to present    
|                          |                                                       |                                  | V.P. Exploration      | July 2004 to present    
|IMA Exploration Inc       | Mineral Exploration                                   | Director                         | May 2004 to present  
|                          |                                                       | V.P. Exploration                 | June 2004 to present 
|Astral Mining Corporation | Mineral Exploration                                   | Director                         | March 2005 to present
|Robert Coltura            | Matalia Investments Ltd.                              | Hospitality & Tourism Consulting | President             | October 1993 to present 
|                          | BonTerra Resources Inc.                               | Mineral Exploration              | President & CEO       | May 2007 to present     
|                          |                                                       |                                  |                       |                         
|Mike Clark                | IMA Exploration Inc.                                  | Mineral Exploration              | CFO                   | Sept. 2008 to present   
|                          | Golden Arrow Resources Corp.                          | Mineral Exploration              | CFO                   | Sept. 2008 to present   
|                          | Blue Sky Uranium Corporation                          | Mineral Exploration              | CFO                   | Sept. 2008 to present   
|                          |                                                       |                                  |                       |                         



Each directors and officers term of office shall expire at the Companys next annual general meeting.  The Company does not have an executive committee or a compensation committee.  The Companys audit committee is responsible for reviewing the Companys financial statements before they are approved by the Companys directors.



The Company is an exploration stage mining company.  As such, management does not believe the Company requires full-time employees.  The Company's needs will be dependent upon its level of exploration programs and financial condition.  The officers and directors of the Company will devote as much time as is needed.  See Item 6. Directors, Senior Management and Employees - Management Contracts - Grosso Group Management Ltd. and Item 7.  Major Shareholders and Related Party Transactions - Related Party Transactions - Conflicts of Interest.



Compensation



Effective January 1, 2005, the Company engaged the Grosso Group to provide services and facilities to the Company.  The Grosso Group is a private company equally owned by the Company, IMA Exploration Inc. (IMA) Golden Arrow Resources Corporation (Golden Arrow), and Blue Sky Uranium Corp (Blue Sky).  The Grosso Group provides its shareholder companies with geological,corporate development, administrative and management services on a cost recovery basis.  During the year ended December 31, 2008, the Company incurred fees of $295,551 (2007 - $540,402; 2006 - $533,469) to the Grosso Group: $295,545 (2007 - $585,385; 2006 - $480,545) was paid in monthly payments and $Nil is included in accounts payable (2007 - $44,983 included in accounts receivable and 2006 - $52,924 included in accounts payable) as a result of a review of the allocation of the Grosso Group costs to the member companies for the year.  In addition, included in other receivables, prepaids and deposits is a $Nil (2007 - $95,000; 2006 - $95,000) deposit to the Grosso Group for the purchase of equipment and leasehold improvements and for operating working capital.  See Item 7.  Major Shareholders and Related Party Transactions - Related Party Transactions - Conflicts of Interest.  The Company cancelled its contract with the Grosso Group effective September 1, 2008.



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The President of the Company provides his services on a full-time basis under a contract with a private company controlled by the President for an annual fee of $87,500.  During the fiscal 2008, the Company paid $65,275 (2007 - $87,500; 2006 - $85,833) to the President and $22,225 is included in accounts payable.  The contract also provides that, in the event the services are terminated without cause or upon a change in control of the Company, a termination payment would include eighteen months of compensation plus a bonus amount agreed to by the parties.  See Item 7.  Major Shareholders and Related Party Transactions - Related Party Transactions - Conflicts of Interest.



Effective May 1, 2007, the Company entered into an agreement with IMA to pay a monthly fee for the services provided by IMAs Chief Executive Officer who was a director of the Company until October 10, 2008.  The agreement may be terminated at any time by the Company upon 30 days written notice.  For the fiscal 2008, the Company paid $9,000 (2007 - $6,667) to IMA for the services. See Item 7.  Major Shareholders and Related Party Transactions - Related Party Transactions - Conflicts of Interest. This contract was cancelled June 30, 2008.



The Company does not have any retirement plans or benefits.



Executive Compensation



The following information provides details of the compensation paid by the Company to its directors and officers during the fiscal year ended December 31, 2008, which has been released by the Company in accordance with the regulations (the Regulations) made under the Securities Act (British Columbia).



Summary Compensation Table



Named Executive Officers (NEOs) mean the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) of the Company, or acting in a similar capacity or function, regardless of the amount of compensation of that individual and each of the Companys three most highly compensated executive officers, other than the CEO and CFO, or three most highly compensated individuals acting in similar capacities, who were serving as executive officers, or in a similar capacity, at the end of the most recent financial year and whose compensation exceeds $150,000, and such individuals who would be an NEO but for the fact that they were not serving as an executive officer or in a similar capacity at the end of that financial year.



During the Companys last completed financial year ended December 31, 2008, the Company had three Named Executive Officers: Mr. Nikolaos Cacos, President and CEO, Mr. Arthur Lang, CFO (until September 3, 2008), and Mr. Michael Clark, acting CFO (effective September 3, 2008).





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The following table (presented in accordance with Form 51-102F6  Statement of Executive Compensation under National Instrument 51-102  Continuous Disclosure Obligations) sets forth all annual, long term and other compensation for services in all capacities to the Company and its subsidiaries payable to the NEOs for the three financial years ended December 31, 2008, 2007, and 2006 (to the extent required by the Regulations) in respect of the Named Executive Officers:



|                                                                                                                    |                                                  |                                                              |                                         |                                                    |                                            |                                         |                                         |                                         |                                                               
|------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------------------ | --------------------------------------- | -------------------------------------------------- | ------------------------------------------ | --------------------------------------- | --------------------------------------- | --------------------------------------- | --------------------------------------------------------------
|                                                                                                                    |                                                  |                                                              |                                         |                                                    | Non-equity incentive plan compensation
($) |                                         |                                         |                                        
|Name and Principal Position                                                                                         | Year Ended
December 31                           | Salary
($)                                                   | Share- based Awards
($)                 | Option- Based Awards
($)(13)                       | Annual incentive plans
($)                 | Long-term incen-tive plans              | Pension value ($)                       | All other
Compen-sation
($)(3)          | Total
compensation
($)(3)                                     
|Nikolaos Cacos
President and CEO(1)(2)(3) (4)(5)(6)

Art Lang  CFO(7)(8)(9) (10)(11)

Michael Clark, acting CFO(12) | 2008
2007
2006



2008
2007
2006

2008
2007
2006 | 65,275
87,500
85,833



19,515
26,535
15,223

19,539
N/a
N/a | Nil
Nil
Nil



Nil
Nil
Nil

Nil
Nil
Nil | Nil
54,625
17,250



Nil
15,200
6,900

Nil
n/a
n/a | Nil
Nil
Nil



Nil
Nil
Nil

Nil
Nil
Nil    | Nil
Nil
Nil



Nil
Nil
Nil

Nil
Nil
Nil | Nil
Nil
Nil



Nil
Nil
Nil

Nil
Nil
Nil | Nil
Nil
Nil



Nil
Nil
Nil

Nil
Nil
Nil | 65,275
142,125
103,083



19,515
41,735
22,123

19,539
Nil
Nil



*Note: On December 5, 2008, the shareholders of the Company passed a special resolution authorizing the authorized share capital of the Company be altered by consolidating all of the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares.  All stock option amounts set out in the footnotes below related to 2007 and 2006 are on a pre-consolidation basis.



(1)

Mr. Cacos is also a director but does not receive any compensation in that capacity.

(2)

During the year 2008, the compensation accrued to Mr. Cacos from the Company was $87,500, of which $65,275 was paid and $22,225 is included in accounts payable as at December 31, 2008.

(3)

During the year 2007, Mr. Cacoss compensation from the Company was $87,500 for the year.

(4)

During the year 2006, Mr. Cacoss compensation from the Company was $85,833 for the year.

(5)

Mr. Cacoss option-based awards during 2007 consisted of 287,500 stock options granted July 27, 2007 at an exercise price of CDN$0.40 and fair value of CDN$0.19  per share.

(6)

Mr. Cacoss option-based awards during 2006 consisted of 75,000 stock options granted June 11, 2006 at an exercise price of CDN$0.60 and  fair value of CDN$0.23 per share.

(7)

During the year 2008, Mr. Langs compensation from Grosso Group was $150,000, of which $19,515 was allocated to the Company as part of the Grosso Group fees for the year.   Mr. Lang resigned on September 3, 2008.

(8)

During the year 2007, Mr. Langs compensation from Grosso Group Management Ltd. (the Grosso Group) was $150,000 of which $26,535 was allocated to the Company as part of the Grosso Group fees for the year.

(9)

During the year 2006, Mr. Langs compensation from Grosso Group was $135,021, of which $15,223 was allocated to the Company as part of the Grosso Group fees for the year.

(10)

Mr. Langs option-based awards during 2007 consisted of 80,000 stock options granted July 27, 2007 at an exercise price of CDN$0.40 and  fair value of CDN$0.19 per share.

(11)

Mr. Langs option-based awards during 2006 consisted of 30,000 stock options granted June 11, 2006  at an exercise price of CDN$0.60 and  fair value of CDN$0.23 per share.

(12)

Mr. Clark was appointed acting CFO on September 3, 2008. During the year 2008, Mr. Clarks total compensation from Grosso Group was $90,127, of which $19,539 was allocated to the Company as part of the Grosso Group fees.

(13)

The valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following assumptions; weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.



Narrative Discussion



The Company does not have a share-based award plan other than the stock option plan referred to above. The Company also does not have a pension plan or a long term incentive plan.





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The Company had engaged Grosso Group Management Ltd. to provide services and facilities to the Company. The Grosso Group is a private company that is currently owned by IMA Exploration Inc. (IMA), Blue Sky Uranium Corp. (Blue Sky) and Golden Arrow Resources Corporation (Golden Arrow), each of which owns one share. The Grosso Group provides its shareholder companies with geological, corporate development, administrative and management services. The shareholder companies pay monthly fees to the Grosso Group. The fee is based upon a pro-rating of the Grosso Groups costs including its staff and overhead costs among each shareholder company with regard to the mutually agreed average annual level of services provided to each shareholder company.



The arrangement with the Grosso Group was terminated effective September 1, 2008. During the year ended December 31, 2008, the Company incurred fees of $295,551 to the Grosso Group paid in monthly payments as a result of a review of the allocation of the Grosso Group costs to the member companies for the year.



Mr. Cacos, the Companys President and CEO, provides his services on a full-time basis under a contract with a private company controlled by Mr. Cacos for an annual fee of $87,500. During the fiscal 2008, the Company paid $65,275 to the President and $22,225 was included in accounts payable as at December 31, 2008. The contract also provides that, in the event the services are terminated without cause or upon a change in control of the Company, a termination payment would include eighteen months of compensation plus a bonus amount agreed to by the parties.



Mr. Arthur Lang provided his services as part of the Companys agreement with the Grosso Group.  During the year ended December 31, 2008 Mr. Langs total compensation from the Grosso Group was $150,000 of which $19,515 was allocated to the Company as part of the Grosso Group fees.  Mr. Lang resigned from the Company as Chief Financial Officer effective September 3, 2008.



Mr. Michael Clark, acting Chief Financial Officer, provided his services as part of the Companys agreement with the Grosso Group.  During the year ended December 31, 2008 Mr. Clarks total compensation from the Grosso Group was $90,127 of which $19,539 was allocated to the Company as part of the Grosso Group fees.  Mr. Clark was appointed acting Chief Financial Officer effective September 3, 2008.



There are no specific termination provisions pursuant to the employment agreements between Messrs. Clark and Lang and the Grosso Group.



Incentive Plan Awards



Narrative Discussion



As reported above under the Summary Compensation Table,the Company does not have a share-based award plan or a long term incentive plan.   Information with respect to the grant of stock options is more particularly described above in the Option-based Awardsand Compensation Discussion and Analysissections.



Outstanding Option-Based Awards and Share-Based Awards



There were no stock option-based awards outstanding at the end of the most recently completed financial year.



Incentive Plan Awards  value vested or earned during the year



No incentive stock options vested during the year ended December 31, 2008 which were held by the NEOs.



During the year ended December 31, 2008, none of the three NEOs exercised or sold options.



Pension Plan Benefits



As reported under the Summary Compensation Table, the Company does not maintain a Pension Plan for its employees and therefore no benefits were received.





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Termination of Employment or Change of Control



Other than as described below and  in the Narrative Discussionsection under the Summary Compensation Table, the Company has no plans or arrangements with respect to remuneration received or that may be received by the Named Executive Officers during the Companys most recently completed financial year or current financial year in view of compensating such officers in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control, where the value of such compensation exceeds $150,000 per executive officer.



Mr. Cacos contract with the Company contains provisions for a bonus plus eighteen months of compensation upon termination of employment (as a result of resignation, retirement, change of control, etc.).





Director Compensation



Director Compensation Table



The following table sets forth all compensation provided to the directors for the year ended December 31, 2008.



The Company does not have a share-based award plan for the directors other than the stock option plan referred to above, details of which are provided below under Outstanding Option-Based Awards, Share- Based Awards and Non-equity Incentive Plan Compensation.The Company also does not have a pension plan or a non-equity incentive plan for its directors.



Other than as described above in the Narrative Descriptionand reported in the table below, no directors, who were not NEOs of the Company were compensated during the financial year ended December 31, 2008 for services in their capacity as directors.



|                 |                 |                    |                     |                                        |               |                        |           
|---------------- | --------------- | ------------------ | ------------------- | -------------------------------------- | ------------- | ---------------------- | ----------
|Name             | Fees Earned
($) | Share-based awards | Option-based awards | Non-equity incentive plan compensation | Pension value | All other compensation | Total

($)
|Joseph Grosso(1) | Nil             | N/A                | Nil                 | N/A                                    | N/A           | Nil                    | Nil       
|Jerry Minni      | Nil             | N/A                | Nil                 | N/A                                    | N/A           | Nil                    | Nil       
|Robert Coltura   | Nil             | N/A                | Nil                 | N/A                                    | N/A           | Nil                    | Nil       
|David Terry      | Nil             | N/A                | Nil                 | N/A                                    | N/A           | Nil                    | Nil       
|Art Lang(2)      | Nil             | N/A                | Nil                 | N/A                                    | N/A           | Nil                    | Nil       

(1) Mr. Grosso was a director of the Company until his resignation on October 10, 2008

(2) Mr. Lang was a Director of the Company until his resignation on September 3, 2008



Narrative Description



Directors of the Company who are also NEOs are not compensated for their services in their capacity as directors, although directors of the Company are reimbursed for their expenses incurred in connection with their services as directors.



Mr. Cacos, a director and President and CEO of the Company, does not receive directors fees but receives compensation through a service agreement described below. See Narrative Discussionfollowing theSummary Compensation Tablein the Executive Compensation section above.



Mr. Terry, a director and Vice President Exploration of the Company, did not receive directors fees.  Mr. Terry provides his services through the Grosso Group, and has entered into an agreement with the Grosso Group.  Mr. Terrys compensation from the Grosso Group during 2008 was $200,000 of which $19,957 was allocated to the Company as part of the Grosso Group fees (see Management Contracts). Mr. Terrys contract provides that the Grosso Group may terminate the consulting agreement by providing one month notice or payment of one months consulting fee in lieu of notice.





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Effective May 1, 2007, the Company entered into an agreement with IMA to pay a monthly fee for the services provided by IMAs Chief Executive Officer, Joseph Grosso, who was a director of the Company until October 10, 2008.  The consulting fee did not represent directors fees.  The agreement may be terminated upon 30 days written notice. For fiscal 2008, the Company paid $9,000 (2007 - $6,667) to IMA for these services.  This contract was terminated effective June 30, 2008.



During the year the Company accrued consulting fees in the amount of $15,000 to a company controlled by Mr. Minni, a director of the Company. The company controlled by this director also loaned $30,000 to the Company. These amounts are included in accounts payable.



Information with respect to grants of options to the directors is reported below under the Narrative Descriptionin the section below entitled Outstanding Option-Based Awards, Share-Based Awards and Non-equity Incentive Plan Compensation.



Other than as described above, no directors of the Company were compensated by the Company during the financial year ended December 31, 2008 for services as consultants or experts.



Option-Based Awards, Share-Based Awards and Non-equity Incentive Plan Compensation for Directors



As disclosed under the Director Compensation Table,the Company does not have a share-based award plan, a pension plan or a non-equity incentive plan for its directors.



Option-based awards to the directors are granted pursuant to the terms of the Companys stock option plan. The options are always granted at market price. The valuation of the fair value of the options at the time of the grant is based on the Black Scholes model and includes the following assumptions; weighted average risk free rate, weighted average expected life, expected volatility and dividend yield.



Directors generally receive a grant of stock options upon their appointment.



During the most recently completed year, no stock options were granted to any directors.



Non-Cash Compensation



No stock options were granted by the Company during the financial year ended December 31, 2008 to the directors who are not a Named Executive Officer of the Company.



There were no exercises of stock options during the financial year ended December 31, 2008 by the directors who are not the Named Executive Officer, and the financial year end value of unexercised options.  There were no unexercised options at the financial year end held by a director who is not a Named Executive Officer, none of which were in-the-money.



Incentive Plan Awards Tables



No incentive stock options, which were held by the non-executive directors, vested during the 2008 year.



Employment Agreements



Effective January 2, 2004, the Company entered into an agreement with Mr. Nikolaos Cacos, President of the Company, for his services.  Under the agreement Mr. Cacos was paid $6,125 per month.  Effective April 1, 2006, the agreement was modified so that the monthly fee was payable to a private company controlled by Mr. Cacos and on May 1, 2006 the monthly fee increased to $7,292.  During the year ended December 31, 2008, the Company accrued $87,500 (2007 - $87,500) to Mr. Cacos or to the private company controlled by Mr. Cacos, of which $65,275 was paid and $22,225 is included in accounts payable.  The agreement also provides that, in the event the services are terminated without cause or upon a change in control of the Company, a termination payment would include eighteen months of compensation plus a bonus amount agreed to by the parties.





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Effective May 1, 2007, the Company entered into an agreement with IMA Exploration Inc. (IMA) to pay a monthly fee for the services provided by IMAs Chief Executive Officer, Joseph Grosso, who is a director of the Company.  The agreement may be terminated at any time by the Company upon 30 days written notice.  For fiscal 2008, the Company paid $9,000 (2007 - $6,667) to IMA for these services.  This contract was cancelled effective June 30, 2008.



Dr. David Terry, Vice President, Exploration for the Company became a director in December 2007. Dr. Terryprovides his services as part of the Companys agreement with the Grosso Group.  Dr. Terry has entered into an agreement with the Grosso Group.  Prior to January 1, 2005, Dr. Terry had a consulting agreement with the Company.  See Item 6. Directors, Senior Management and Employees - Management Contracts - Grosso Group Management Ltd. and Item 7. Major Shareholders and Related Party Transactions - Related Party Transactions.  During the year ended December 31, 2008 Dr. Terrys total compensation from the Grosso Group was $200,000 (2007 - $175,000) of which $19,957 (2007 - $46,135) was allocated to the Company as part of the Grosso Group fees.



Mr. Arthur Lang, Chief Financial Officer for the Company, provided his services as part of the Companys agreement with the Grosso Group.  During the year ended December 31, 2008 Mr. Langs total compensation from the Grosso Group was $150,000 (2007 - $150,000) of which $19,515 (2007 - $25,535) was allocated to the Company as part of the Grosso Group fees.  Mr. Lang resigned from the Company effective September 3, 2008.



Mr. Michael Clark, acting Chief Financial Officers, provided his services as part of the Companys agreement with the Grosso Group.  During the year ended December 31, 2008 Mr. Clarks total compensation from the Grosso Group was $90,127 of which $19,539 was allocated to the Company as part of the Grosso Group fees.  Mr. Clark was appointed acting Chief Financial Officer effective September 3, 2008.



Other than the Companys agreement with Mr. Cacos, there is no other agreement with any of the Companys officers or directors which provide for benefits upon termination of employment.



Management Contracts



Grosso Group Management Ltd.



Effective January 1, 2005, the Company had engaged the Grosso Group to provide services and facilities to the Company.  The formal Administration Services Agreement was approved by the directors and by the TSX-V on May 19, 2005. This contract was cancelled effective September 1, 2008.



The Grosso Group is a private company which is owned by the Company, Golden Arrow, IMA and Blue Sky each of which own one share.  The Grosso Group provides its shareholder companies with geological, corporate development, administrative and management services.  The Grosso Group staff is available to the shareholder companies on a cost recovery basis without the expense of full time personnel.  The shareholder companies pay monthly fees to the Grosso Group.  The fee is based upon a reasonable prorating of the Grosso Groups costs including its staff and overhead costs among each shareholder company with regard to the mutually agreed average annual level of services provided to each shareholder company.  During the year ended December 31, 2008, the Company incurred fees of $295,551 (2007 - $540,402; 2006 - $533,469) to the Grosso Group: $295,545 (2007 - $585,385; 2006 - $480,545) was paid in monthly payments and $Nil was included in accounts payable (2007 - $44,983 included in accounts receivable; 2006 - $52,924 included in accounts payable) as a result of a review of the allocation of the Grosso Group costs to the member companies for the year.   In addition, included in other receivables, prepaids and deposits is $Nil (2007 - $95,000; 2006 - $95,000) to the Grosso Group for the purchase of equipment and leasehold improvements and for operating working capital.  The fees the Company pays to the Grosso Group are allocated to various expense items that reflect the nature of the actual costs: rent, salaries, office and telephone.





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Board Practices



Each directors and officers term of office shall expire at the Companys next annual general meeting.  The Company does not have an executive committee or a compensation committee.



Audit Committee



The Companys Audit Committee must be comprised of at least three directors, the majority of whom are not employees, control persons or members of management of the Company or any of its associates or affiliates.  The board of directors of the Company, after each annual shareholder meeting must appoint or re-appoint an audit committee.  As of the date of this annual report, the members of the Audit Committee were Messrs. Minni, Coltura, and Carlson.  All the members of the Audit Committee are independent directors who are not officers or employees of the Company or its affiliates.



The Audit Committee must review the annual financial statements of the Company before they are approved by the board of directors of the Company.  The board of directors of the Company must review, and if considered appropriate, approve the annual financial statements of the Company before presentation to the shareholders of the Company.



Remuneration Committee



The Company does not have a separate remuneration committee.  The full Board reviews the terms and conditions of employment, management agreements and remuneration levels for officers and directors.



The Companys executive officers make recommendations to the board of directors regarding compensation policies and the compensation of senior officers. The Company does not have a Compensation Committee.  Recruitment and retention of senior executives are the key priorities of the compensation philosophy. The compensation of the senior executives comprises two components; namely, a base salary and the grant of stock options pursuant to the Companys stock option plan which is more particularly outlined below under the Options, Warrants and Other Rights to Acquire Securitiessection.   These forms of compensation are chosen to attract, retain and motivate the performance of selected directors, officers, employees or consultants of the Company of high caliber and potential and to encourage and enable such persons to acquire and retain a proprietary interest in the Company by ownership of its stock.  Each senior executive is employed for his or her skills to perform specific tasks and the base salary and number of options is fixed accordingly.   Senior executives generally enter into an employment agreement with the Grosso Group, with standard clauses covering salaries and termination. The highlights of the employment agreements for the directors and officers are outlined below under the section entitled Employment Agreements, Management Contracts and Narrative Discussionunder the Summary Compensation Table.



Employees



The Companys officers serve on a part-time basis and, given the current level of the Companys activities, management does not believe the Company requires full-time employees.  See Item 6. Directors, Senior Management and Employees - Directors and Senior Management. During the fiscal year ended December 31, 2008, the Company directly employed Nikolaos Cacos and indirectly employed approximately 20 employees through August 31, 2008 (2007-24; 2006  24; employees) through the Administration Services Agreement with the Grosso Group, including corporate, accounting, geological and administrative services. In 2008 the Company closed its Lima and Colombia offices and terminated its arrangement with the Grosso Group.  As at December 31, 2008 the sole employee of the Company was Nikolaos Cacos .



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Share Ownership



The following table sets forth certain information regarding ownership of the Company's shares by the Company's officers and directors as of May 31, 2009:



|               |                |                                                    |                 
|-------------- | -------------- | -------------------------------------------------- | ----------------
|Title of Class | Name of Owner  | Shares and Rights Beneficially Owned or Controlled | Percent of Class
|Common Stock   | Nikolaos Cacos | 69,790(1)                                          | 1.67%           
|Common Stock   | Robert Coltura | 2,183(2)                                           | *%              
|Common Stock   | Jerry Minni    | 4,455(3)                                           | *%              
|Common Stock   | Gerald Carlson | 5,000(4)                                           | *%              
|Common Stock   | David A. Terry | Nil                                                | Nil%            
|Common Stock   | Michael Clark  | Nil                                                | Nil%            
|TOTAL          |                | 81,428                                             | %               



NOTES:

Where persons listed on this table have the right to obtain additional shares of common stock through the exercise of outstanding options or warrants within 60 days from May 31, 2009, these additional shares are deemed to be outstanding for the purpose of computing the percentage of common stock owned by such persons, but are not deemed to be outstanding for the purpose of computing the percentage owned by any other person.  Based on 4,184,604 shares of common stock outstanding as of May 31, 2009.



(1)

Includes the following shares, options and warrants held by Mr. Cacos and Aspasia Cacos (Mr. Cacos wife):

a.

22,163 shares held by Mr. Cacos;

b.

6,700 shares held by Mrs. Cacos;

c.

40,927 shares held by NAC Investments Inc.

See Item 6. Directors, Senior Management and Employees - Options, Warrants and Other Rights to Acquire Securities.

(2)

Includes the following shares, options and warrants held by Mr. Coltura and Betty Coltura (Mr. Colturas wife):

a.

1,433 shares held by Mr. Coltura;

b.

750 shares held by Mrs. Coltura;

See Item 6. Directors, Senior Management and Employees - Options, Warrants and Other Rights to Acquire Securities.

(3)

Includes the following shares, options and warrants held by Mr. Minni:

a.

4,455 shares held by Mr. Minni;

See Item 6. Directors, Senior Management and Employees - Options, Warrants and Other Rights to Acquire Securities.

(4)

5,000 shares held by Dr. Carlson   See Item 6. Directors, Senior Management and Employees - Options, Warrants and Other Rights to Acquire Securities.



*Beneficially owns less than one percent of our common shares.



All of the Companys shareholders have the same voting rights.



Options, Warrants and Other Rights to Acquire Securities



As of May 31, 2009 the Company had issued a number of warrants pursuant to which up to 394,760 common shares of the Company may be issued.  The following is a brief summary of these stock options and warrants:



Stock Options



The TSX-V requires all TSX-V listed companies to adopt stock options plans, and such plans must contain certain provisions.  The purpose of the stock option plan is to provide incentive to the Companys employees, officers, directors, and consultants responsible for the continued success of the Company.



At the Annual General Meetings of Shareholders held on June 30, 2004, the Shareholders first approved the Companys Stock Option Plan (the "Stock Option Plan") which provides for a total of up to ten percent (10%) of the issued and outstanding shares of the Company be available for issuance by the Stock Option Plan.  As the number of shares reserved for issuance under the Plan increases with the issuance of additional shares by the Company, the Plan is considered to be a rolling stock option plan. The TSX Venture Exchange requires all TSX-V listed companies who have adopted a rolling plan requires Shareholder approval annually.   The Shareholders have ratified the Stock Option Plan at each Shareholders meeting subsequent to the meeting held on June 30, 2004.



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The Stock Option Plan approved June 30, 2004 replaced the Companys 2003 stock option plan.  The following is a summary of the Stock Option Plan.



Administration of the Stock Option Plan



The Stock Option Plan provides that it will be administered by the Companys board of directors (the Board), or by a stock option committee of the Companys Board consisting of not less than 2 of its members. The Stock Option Plan is currently administered by the Board.



Description of Stock Option Plan



The effective date (the Effective Date) of the Stock Option Plan is April 13, 2004, the date the Board of Directors approved the Stock Option Plan, and it will terminate ten years from the Effective Date.



The Stock Option Plan provides that options may be granted to any employee, officer, director or consultant of the Company or a subsidiary of the Company.  The TSX-V requires that the Companys shareholders approve the Stock Option Plan annually.



The options issued pursuant to the Stock Option Plan will be exercisable at a price not less than the market value of the Companys common shares at the time the option is granted.  Market Value means:



(a)

for each organized trading facility on which the common shares are listed, Market Value will be the closing trading price of the common shares on the day immediately preceding the grant date less any discounts permitted by the applicable regulatory authorities;

(b)

if the Companys common shares are listed on more than one organized trading facility, the Market Value shall be the Market Value as determined in accordance with subparagraph (a) above for the primary organized trading facility on which the common shares are listed, as determined by the Board (or a committee thereof), subject to any adjustments as may be required to secure all necessary regulatory approvals;

(c)

if the Companys common shares are listed on one or more organized trading facilities but have not traded during the ten trading days immediately preceding the grant date, then the Market Value will be determined by the Board (or a committee thereof), subject to any adjustments as may be required to secure all necessary regulatory approvals; and

(d)

if the Companys common shares are not listed for trading on a stock exchange or over the counter market, the value which is determined by the Board (or a committee thereof) to be the fair value of the Companys common shares, taking into consideration all factors that the Board (or a committee thereof) deems appropriate, including, without limitation, recent sale and offer prices of the Companys shares in private transactions negotiated at arms length.



Options under the Stock Option Plan will be granted for a term not to exceed 10 years from the date of their grant, provided that if the Company is then a Tier 2 company listed on the TSX-V, the term of the option will be not more than five years.



Options under the Stock Option Plan will be subject to such vesting schedule as the Board (or a committee thereof)  may determine.  In the event that an option is to be terminated prior to expiry of its term due to certain corporate events, all options then outstanding shall become immediately exercisable for 10 days after notice thereof, notwithstanding the original vesting schedule.



Options will also be non-assignable and non-transferable, provided that they will be exercisable by an optionees legal heirs, personal representatives or guardians for up to 12 months following the death or termination of an optionee due to disability, or up to 12 months following the death of an employee if the employee dies within 12 months of termination due to disability.  All such options will continue to vest in accordance with their original vesting schedule.



The maximum number of common shares to be reserved for issuance under the Stock Option Plan, including options currently outstanding, will not exceed 10% of the number of common shares of the Company issued and outstanding on the applicable date of grant.



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If a material alteration in the capital structure of the Company occurs as a result of a recapitalization, stock split, reverse stock split, stock dividend, or otherwise, the Board (or a committee thereof) shall make adjustments to the Stock Option Plan and to the options then outstanding under it as the Board (or a committee thereof) determines to be appropriate and equitable under the circumstances, unless the Board (or a committee thereof)  determines that it is not practical or feasible to do so, in which event the options granted under the Stock Option Plan will terminate as set forth above.



As a result of the restructuring of the Company, all stock options were cancelled effective November 28, 2008.  There are no outstanding stock options as of May 31, 2009.



Warrants



As of May 31, 2009, there were non-transferable common share purchase warrants exercisable for the purchase of 394,760 common shares, of which 192,560 expire on April 30, 2010 and may be exercised at $1.80 per share, 8,700 expire on June 12, 2010 and may be exercised at $1.80 per share and 193,500 expire on June 18, 2010 and may be exercised at $1.80 per share.



As of May 31, 2009, the directors and officers of the Company, as a group (six persons), held no warrants to purchase shares of the Companys common stock.



There are no assurances that the options or warrants described above will be exercised in whole or in part.



Item 7.  Major Shareholders and Related Party Transactions.



Major Shareholders



To the best of the Companys knowledge, no person owns five percent (5%) or more of the Company's outstanding shares as of May 31, 2009.



Changes in Shareholdings



Initially, the Company had one share issued and outstanding, which was held by Joseph Grosso. Mr. Grosso transferred the single outstanding share to Mr. Cacos on April 11, 2000.  Subsequently, Messrs. Cacos and Grosso have acquired additional shares of the Companys common stock in private placements, the IPO and purchases through the TSX-V. There have been no significant changes in the percentage ownership of either Mr. Cacos or Mr. Grosso within the last three years.



Escrow Shares



All escrow shares were released on December 2, 2006.



United States Shareholders



As of May 31, 2009, there was one registered holder of the Companys common shares in the United States, with holdings of 30,000 shares, representing 0.72% of the issued shares of the Company on May 31, 2009.  The Company does not know how many beneficial shareholders it has in the United States, but management believes there are less than 300 such shareholders.



Control by Foreign Government or Other Persons



To the best of the Companys knowledge, the Company is not directly or indirectly owned or controlled by another corporation, any foreign government, or any other natural or legal person, severally or jointly.



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Change of Control



As of the date of this annual report, there are no arrangements known to the Company which may at a subsequent date result in a change of control of the Company.



Related Party Transactions



Other than as disclosed below, from January 1, 2008 through the date of this filing, the Company has not entered into any transactions or loans between the Company and any:  (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individuals' family; (d) key management personnel and close members of such individuals' families; or (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.



1)

The Company has exercised its option agreement with Golden Arrow, a publicly traded company with common management and directors, and has earned a 51% interest in eight mineral concessions, comprising 8,009 hectares (the Mogote Property), located in San Juan Province, Argentina.  The Company has issued a total of 1,650,000 (pre-consolidated) common shares and incurred a minimum of US $1.25 million of exploration expenditures, to fulfil the requirements to earn this 51% interest.



On May 14, 2007, the Company gave notice to Golden Arrow that it would not proceed with the additional expenditures required in order to earn an additional 24% interest.



See Item 4. Information on the Company - History and Development of the Company and Item 4. Information on the Company - Property, Plants and Equipment - Principal Properties - Mogote Project.



2)

Effective January 2, 2004, the Company entered into an agreement with the President of the Company for his services.  See Item 6. Directors, Senior Management and Employees - Employment Agreements.  Under the agreement the President was paid $6,125 per month.  Effective April 1, 2006, the agreement was modified so that the monthly fee was payable to a private company controlled by the President and on May 1, 2006 the monthly fee increased to $7,292.  During the year ended December 31, 2008, the Company accrued $87,500 (2007 - $87,500; 2006 - $85,833) to Mr. Cacos or to the private company controlled by Mr. Cacos, of which $65,275 was paid and $22,225 is included in accounts payable.  The contract also provides that, in the event the services are terminated without cause or upon a change in control of the Company, a termination payment would include eighteen months of compensation plus a bonus amount agreed to by the parties.



3)

The Grosso Group is a private company which is owned by the Company, Golden Arrow, IMA, and  Blue Sky, each of which own one share.  The Grosso Group provides its shareholder companies with geological, corporate development, administrative and management services.  The Grosso Group staff is available to the shareholder companies on a cost recovery basis without the expense of full time personnel.  The shareholder companies pay monthly fees to the Grosso Group.  The fee is based upon a reasonable prorating of the Grosso Groups costs including its staff and overhead costs among each shareholder company with regard to the mutually agreed average annual level of services provided to each shareholder company.  During the year ended December 31, 2008, the Company incurred fees of $295,551 (2007 - $540,402) to the Grosso Group: $295,551 (2007 - $585,385) was paid in monthly payments and $Nil is included in accounts receivable (2007 - $44,983) as a result of a review of the allocation of the Grosso Group costs to the member companies for the year.   In addition, included in other receivables, prepaids and deposits is a $Nil deposit (2007 - $95,000) to the Grosso Group for the purchase of equipment and leasehold improvements and for operating working capital.  The fees the Company pays to the Grosso Group are allocated to various expense items that reflect the nature of the actual costs: rent, salaries, office and telephone.  These fees are equivalent to costs the Company would have incurred directly.  The arrangement between the Company and the Grosso Group was terminated effective September 1, 2008.



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4)

Effective January 30, 2007, the Company entered into a 50/50 joint venture with Golden Arrow to evaluate and acquire precious and base metal properties in Colombia.  In May 2008, the Company withdrew from the Golden Amera Inc. Joint Venture.



5)

Effective August 11, 2007, the Grosso Group entered into an agreement with a private company controlled by Peter Ellsworth, who was appointed Vice President of Exploration for his services on behalf of the companies to which Grosso Group provides its services, including the Company.  Under the agreement Mr. Ellsworth was paid US$650 per day, of which a portion is billed to the Company.  During the year ended December 31, 2008, the Company paid $48,805 in connection with Mr. Ellsworths services. Mr. Ellsworth was also granted 175,000 stock options of the Company at a price of $0.40 (pre-consolidated). The contract provided that, in the event the services are terminated without cause or upon a change in control of the Company, a termination payment would include one months consulting fee of compensation.   This agreement was not renewed and his position of Vice President Exploration ceased on August 11, 2008.



6)

Effective May 1, 2007, the Company entered into an agreement with IMA to pay a monthly fee for the services provided by IMAs Chief Executive Officer, Joseph Grosso, who was a director of the Company until October 10, 2008.  In fiscal 2008, the Company paid $9,000 (2007 - $6,667) to IMA for these services. This agreement was terminated on June 30, 2008.



7)

By a Property Transfer Agreement dated May 25, 2009 (the Property Agreement), the Company agreed to sell and transfer to Golden Arrow Resources Corp. (Golden Arrow) all of the Companys interests in four (4) properties located in Peru known as the Cocha, Mitu, Fuyani and Acero properties, and a 51% interest in the Mogote Property, located in Argentina (collectively, the Properties), representing all or substantially all of the Companys undertaking. Pursuant to the terms of the Property Agreement, Golden Arrow will purchase the Properties from the Company for consideration of US$150,000, and grant to the Company a one percent (1%) net smelter returns royalty (the NSR Royalty), one half of which may be purchased by Golden Arrow for US$1 million.  Golden Arrow will also assume all of the ongoing property maintenance requirements of the Properties, estimated at a cost of $107,000 for claim validation fees.  The transaction is subject to disinterested shareholder approval at the Companys annual and special meeting of shareholders scheduled for July 22, 2009 (the Meeting).



The Board of Directors of the Company has two directors in common with Golden Arrow, Nikolaos Cacos, President and CEO of the Company, and Dr. David Terry, P. Geo., and accordingly under the policies of the TSX Venture Exchange (the Exchange), the Company therefore deals with Golden Arrow on a non-arms length basis.  Golden Arrow is an informed purchaser, knowledgeable about the mineral exploration industry in general and the exploration and development of properties in South America in specific.



8)

Effective June 15, 2009, the Company agreed to borrow the sum of $150,000 from Golden Arrow (the Loan), to maintain the Properties in good standing and for general working capital requirements.  The Loan will be a short term loan repayable after 90 days on demand, with interest at 4% per annum.  The Loan is secured by a promissory note and a general security interest in favour of Golden Arrow against the Properties,



In result, if the Disposition is not approved by the shareholders of the Company at the Meeting (as described above), and the Company fails to repay the Loan to Golden Arrow by September 13, 2009, then Golden Arrow will be in a position to demand immediate repayment, and if the Company fails to repay the Loan, seize possession of the Properties under its collateral security for the Loan.  In the alternative, if the Disposition is approved by the shareholders of the Company and the transfer of the Properties to Golden Arrow is completed, then the Loan will be considered as a prepayment towards and offset of the acquisition price of the Properties, less any maintenance fees for the Properties paid by the Company, upon the closing of the Property Agreement. If the Disposition is not approved by the shareholders of the Company, and Loan is repaid in full by the Company, then the Company has granted Golden Arrow the right of first refusal to acquire the Properties, if the Company wishes to sell the Properties within the next two years.  The Loan was approved by the disinterested directors of the Company, with the two common directors (Messrs. Cacos and Terry) declaring the nature and extent of their interests and abstaining from voting on the Loan.



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Indebtedness of Directors, Officers, Promoters and Other Management



As at December 31, 2006, the President of the Company and a consultant of the Company each owed $70,000 to the Company for units purchased through the Companys private placement announced November 15, 2006.  These amounts were paid to the Company on January 29, 2007 and January 24, 2007 respectively.



Except as mentioned above, during the fiscal years ended December 31, 2008, 2007, 2006, none of the following were indebted to the Company:



(a)

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

(b)

associates;

(c)

individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individuals' family;

(d)

key management personnel and close members of such individuals' families; or

(e)

enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.



Interests of Experts and Counsel



Not applicable.



Item 8.  Financial Information.Consolidated Statements and Other Financial Information

|                                                                                                                       |  |           
|---------------------------------------------------------------------------------------------------------------------- |  | ----------
|Description                                                                                                            |  | Page      
|Consolidated Financial Statements and other financial information
for the Years Ended December 31, 2008, 2007 and 2006 |  | F-1 - F-35



Significant Changes



None.



Dividend Policy



The Company has not paid any dividends on its common shares and does not intend to pay dividends on its common shares in the immediate future.  Any decision to pay dividends on its common shares in the future will be made by the board of directors of the Company on the basis of earnings, financial requirements and other such conditions that may exist at that time.



Legal Proceedings



None.



Item 9.  The Offer and Listing.



Price History



The Companys common stock commenced trading on the TSX-V on December 2, 2003.  The Companys stock traded on the TSX-V under the symbol AMS.  Following the Companys name change in December 2008, the symbol was changed to PNX.V effective December 23, 2008.



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The following table sets forth the market price ranges and the aggregate volume of trading of the common shares of the Company on the TSX-V for the periods indicated:



*Note: On December 5, 2008, the shareholders of the Company passed a special resolution authorizing the authorized share capital of the Company be altered by consolidating all of the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares.  The volume and sales price of the shares have been adjusted to reflect the post-consolidation for 2008 only.  All amounts related to 2007 and 2006 are on a pre-consolidation basis.



TSX-Venture Exchange Stock Trading Activity



|                      |            |  |                 |  |      
|--------------------- | ---------- |  | --------------- |  | -----
|                      |            |  | Sales Price ($)
|Year Ended            | Volume     |  | High            |  | Low  
|December 31, 2008 (*) | 1,864,330* |  | 3.85*           |  | 0.05*
|December 31, 2007     | 9,553,800  |  | 0.44            |  | 0.15 
|December 31, 2006     | 9,473,300  |  | 0.73            |  | 0.32 
|December 31, 2005     | 12,673,600 |  | 0.94            |  | 0.35 
|December 31, 2004     | 7,113,900  |  | 1.12            |  | 0.35 



|                       |           |  |                 |  |      
|---------------------- | --------- |  | --------------- |  | -----
|                       |           |  |                
|                       |           |  |                
|                       |           |  | Sales Price ($)
|Quarter Ended          | Volume    |  | High            |  | Low  
|March 31, 2009 (*)     | 931,000*  |  | 0.19*           |  | 0.05*
|December 31, 2008 (*)  | 578,520*  |  | 0.45*           |  | 0.05*
|September 30, 2008 (*) | 372,940*  |  | 1.45*           |  | 0.20*
|June 30, 2008 (*)      | 268,750*  |  | 2.10*           |  | 1.15*
|March 31, 2008 (*)     | 644,120*  |  | 3.85*           |  | 1.60*
|December 31, 2007      | 3,897,700 |  | 0.37            |  | 0.15 
|September 30, 2007     | 1,646,200 |  | 0.38            |  | 0.18 
|June 30, 2007          | 2,120,800 |  | 0.43            |  | 0.35 







|                      |            |  |                 |  |      
|--------------------- | ---------- |  | --------------- |  | -----
|                      |            |  | Sales Price ($)
|Month Ended           | Volume     |  | High            |  | Low  
|May 31, 2009 (*)      | 398,000*   |  | 0.15*           |  | 0.08*
|April 30, 2009 (*)    | 1,194,400* |  | 0.18*           |  | 0.09*
|March 31, 2009 (*)    | 660,100*   |  | 0.19*           |  | 0.08*
|February 28, 2009 (*) | 166,500*   |  | 0.10*           |  | 0.07*
|January 31, 2009 (*)  | 104,400*   |  | 0.15*           |  | 0.07*
|December 31, 2008 (*) | 249,960*   |  | 3.85*           |  | 0.05*



Over-the-Counter Bulletin Board and Pink Sheet Trading Activity



The Companys common shares have been listed in the Pink Sheets under the symbol AJRSF since January 2004.  Effective September 13, 2006, the Company received clearance for trading on the OTCBB, continuing under the symbol AJRSF. Following the Companys name change to Panthera Exploration Inc. in December 2008, the OTCBB trading symbol changed to PNXLF.OB effective December 31, 2008.  The following tables set forth the market price ranges and the aggregate volume of trading of the common shares of the Company in the OTCBB and Pink Sheets for the periods indicated.  These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.



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*Note: On December 5, 2008, the shareholders of the Company passed a special resolution authorizing the authorized share capital of the Company be altered by consolidating all of the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares.  The volume and sales price of the shares have been adjusted to reflect the post-consolidation for 2008 only.  All amounts related to 2007 and 2006 are on a pre-consolidation basis.



|                      |           |  |                            |  |      
|--------------------- | --------- |  | -------------------------- |  | -----
|                      |           |  | Closing Sales Price (US $)
|Year Ended            | Volume    |  | High                       |  | Low  
|December 31, 2008 (*) | 347,850*  |  | 3.68*                      |  | 0.04*
|December 31, 2007     | 2,121,400 |  | 0.51                       |  | 0.14 
|December 31, 2006     | 684,750   |  | 0.73                       |  | 0.28 
|December 31, 2005     | 365,910   |  | 0.76                       |  | 0.30 
|December 31, 2004     | 330,750   |  | 0.84                       |  | 0.27 



|                       |           |  |                            |  |      
|---------------------- | --------- |  | -------------------------- |  | -----
|                       |           |  |                            |  |      
|                       |           |  |                           
|                       |           |  | Closing Sales Price (US $)
|Quarter Ended          | Volume    |  | High                       |  | Low  
|March 31, 2009 (*)     | 67,900*   |  | 0.70*                      |  | 0.04*
|December 31, 2008 (*)  | 185,280*  |  | 0.70*                      |  | 0.04*
|September 30, 2008 (*) | 57,120*   |  | 1.50*                      |  | 0.21*
|June 30, 2008 (*)      | 44,280*   |  | 1.90*                      |  | 1.00*
|March 31, 2008 (*)     | 61,170*   |  | 3.68*                      |  | 1.50*
|December 31, 2008      | 1,612,600 |  | 0.51                       |  | 0.14 
|September 30, 2007     | 235,500   |  | 0.40                       |  | 0.21 
|June 30, 2007          | 187,800   |  | 0.39                       |  | 0.32 





|                      |         |  |                            |  |      
|--------------------- | ------- |  | -------------------------- |  | -----
|                      |         |  | Closing Sales Price (US $)
|Month Ended           | Volume  |  | High                       |  | Low  
|May 31, 2009 (*)      | 3,500*  |  | 0.14*                      |  | 0.07*
|April 30, 2009 (*)    | 18,000* |  | 0.20*                      |  | 0.02*
|March 31, 2009 (*)    | 13,600* |  | 0.08*                      |  | 0.04*
|February 29, 2009 (*) | 54,300* |  | 0.07*                      |  | 0.01*
|January 31, 2009 (*)  | -       |  | -                          |  | -    
|December 31, 2008 (*) | 13,620* |  | 0.70*                      |  | 0.04*



Registration, Transfer and Par Value



The Company's registered common shares have no par value.  The Company's transfer agent is Computershare Trust Company of Canada, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, Canada.



Item 10.  Additional Information.





Memorandum and Articles of Association



We have previously provided details of the Companys memorandum and articles in the Companys registration statement on Form 20-F, filed with the SEC on October 28, 2004.



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On December 5, 2008, the shareholders of the Company passed a special resolution authorizing the authorized share capital of the Company be altered by consolidating all of the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares; the Notice of Articles of the Company be amended; and the name of the Company be changed to Panthera Exploration Inc.



The Company filed an amendment to its Notice of Articles pursuant to the BCBCA to effect the consolidation and name change on December 23, 2008.



Material Contracts



The following are material contracts to which the Company is a party and which were entered into during the two years proceeding the date of filing of this annual report:



1.

Effective January 2, 2004, the Company entered into an agreement with Mr. Nikolaos Cacos, President of the Company, for his services.  Under the agreement Mr. Cacos was paid $6,125 per month.  Effective April 1, 2006, the agreement was modified so that the monthly fee was payable to a private company controlled by Mr. Cacos and on May 1, 2006 the monthly fee increased to $7,292.  The agreement also provides that, in the event the services are terminated without cause or upon a change in control of the Company, a termination payment would include eighteen months of compensation plus a bonus amount agreed to by the parties.



2.

Letter of intent between the Company and Astral dated June 12, 2006 to option to Astral its Roy and Hills properties.  Under the terms of the Astral Letter of Agreement, Astral could earn up to an 80% undivided interest in the Roy and Hills Claims.  Astral could earn an initial 65% interest in the Roy and Hills Claims by incurring US$2,500,000 in work expenditures over four years and issuing 500,000 of its (pre-consolidated) common shares to the Company.  Astral could then elect to earn an additional 15% interest, by issuing a further 500,000 (pre-consolidated) common shares to the Company and completing a bankable feasibility stage, within three years. The Letter of Agreement was approved by the TSX-V, and Astral issued the first 100,000 (pre-consolidated) shares to the Company on August 4, 2006. In 2007, Astral carried out a drill program on the Roy and Hills gold projects.  During 2008 the option agreement was terminated by Astral due to challenging market conditions  Accordingly, in 2008 the Company wrote off $64,010 of acquisition costs. The Company has dropped the Hills claims and still maintains title to the Roy property claims..



3.

Effective January 30, 2007, the Company entered into a 50/50 joint venture with Golden Arrow to evaluate and acquire precious and base metal properties in Colombia.  In May 2008, the Company withdrew from the Golden Amera Inc. joint venture.



4.

On January 18, 2007, the Company signed a letter of intent to enter into an option agreement to acquire up to a 90% interest in the 11,250 hectare Laguna Gold Project in the Pasco Department of west central Peru.  The letter of intent was finalized in a definitive contract effective May 22, 2007. Under the terms of the contract, the Company could have earned an initial 51% interest by incurring US$650,000 in work expenditures and US$900,000 in option payments.  During the first quarter of 2008, the Company terminated the option.



5.

Effective May 1, 2007, the Company entered into an agreement with IMA to pay a monthly fee for the services provided by IMAs Chief Executive Officer, Joseph Grosso, who was a director of the Company until October 10, 2008.  The agreement may be terminated at any time by the Company upon 30 days written notice. This agreement was terminated on June 30, 2008.



6.

Effective August 11, 2007, the Grosso Group entered into an agreement with a private company controlled by Peter Ellsworth, who was appointed Vice President of Exploration for his services on behalf of the companies to which Grosso Group provides its services, including the Company.  Under the agreement Mr. Ellsworth was paid US$650 per day, of which a portion is billed to the Company.  During the year ended December 31, 2008, the Company paid $48,805 in connection with Mr. Ellsworths services. Mr. Ellsworth was also granted 175,000 stock options of the Company at a price of $0.40 (pre-consolidated). The contract provided that, in the event the services are terminated without cause or upon a change in control of the Company, a termination payment would include one months consulting fee of compensation.   This agreement was not renewed and his position of Vice President Exploration ceased on August 11, 2008.





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7.

On September 19, 2007, the Company entered into two option agreements with Minera Phelps Dodge del Peru S.A.C. ("MPDP"), an indirect subsidiary of Freeport-McMoRan Copper & Gold Inc., to earn up to a 70% undivided interest in five exploration properties in Peru.  Four of these projects are located in the Junin and Huancavelica Departments, central Peru and one is located in the Arequipa Department of southern Peru. In order to earn a 70% undivided interest in these projects, the Company must complete US$200,000 in exploration expenditures, including 1,500 metres of drilling, in each of the Junin group and Arequipa group of projects on or before September 14, 2009. MPDP has the right to claw-back a 30% interest (for a total 60% ownership interest) in each property 60 days after receiving notice that 1,500 metres of drilling has been completed.  This agreement was terminated during the third quarter ended September 30, 2008.



8.

On November 15, 2007, the Company executed a Letter of Intent with Victor Marcial Garcia Garcia and his wife Elvira Carmen Maria AgoisBarbierto option up to a 100% interest in the Loma Colorada porphyry copper-gold property.  This 1,100 hectare project is located in Ancash department, 430 km northwest of Lima, Peru.  Under the terms of this Letter of Intent, the Company may earn up to a 100% undivided interest in the Loma Colorada property by incurring US$1,400,000 in exploration expenditures and making US$490,000 in cash payments to the vendor over a three year period. The Company can exercise this option (i) on or before the fourth anniversary year by making a further payment of US$2,500,000 and a 1% NSR or, alternatively, continue with the option for an additional 12-month period in exchange for a payment of US$400,000 and incurring a further US$3,000,000 in exploration expenditures; or (ii) at the beginning of the fifth anniversary the Company may continue with the option for up to a final 12-month period by making a payment of US$200,000 and funding a pre-feasibility study; or (iii) at the end of the fifth year by making a payment of US$5,000,000 and granting to the vendor a 2% NSR.  Each 1% NSR can be purchased by the Company for US$1,000,000.  This agreement was terminated during the third quarter ended September 30, 2008.



9.

On February 1, 2008, the Company signed a Letter of Intent with Geologix Explorations Inc. to earn up to a 70% interest in the Toro Blanco, San Felipe and Sura Properties located in the Huancavelica Department, Peru (collectively, the Huancavelica Properties).  In order to earn an initial 51% undivided interest in the Huancavelica Properties, the Company must complete US$3,800,000 in exploration expenditures on each of the properties, including a minimum of $100,000 exploration commitment during the first year. The Company may earn an additional 10% interest in each of the Huancavelica Properties by completing a positive feasibility study on each Huancavelica Property within three years of earning its 51% interest. A further 9% interest may be earned by the Company by placing the Huancavelica Property into commercial production within six years of earning its initial interest, for an aggregate 70% interest in the Huancavelica Property. This agreement was terminated during the third quarter ended September 30, 2008.



10.

By a Property Transfer Agreement dated May 25, 2009 (the Property Agreement), the Company agreed to sell and transfer to Golden Arrow Resources Corp. (Golden Arrow) all of the Companys interests in four (4) properties located in Peru known as the Cocha, Mitu, Fuyani and Acero properties, and a 51% interest in the Mogote Property, located in Argentina (collectively, the Properties), representing all or substantially all of the Companys undertaking. Pursuant to the terms of the Property Agreement, Golden Arrow will purchase the Properties from the Company for consideration of US$150,000, and grant to the Company a one percent (1%) net smelter returns royalty (the NSR Royalty), one half of which may be purchased by Golden Arrow for US$1 million.  Golden Arrow will also assume all of the ongoing property maintenance requirements of the Properties, estimated at a cost of $107,000 for claim validation fees.  The transaction is subject to disinterested shareholder approval at the Companys annual and special meeting of shareholders scheduled for July 22, 2009 (the Meeting).



11.

Effective June 15, 2009, the Company agreed to borrow the sum of $150,000 from Golden Arrow (the Loan), to maintain the Properties in good standing and for general working capital requirements.  The Loan will be a short term loan repayable after 90 days on demand, with interest at 4% per annum.  The Loan is secured by a promissory note and a general security interest in favour of Golden Arrow against the
Properties.



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In result, if the Disposition is not approved by the shareholders of the Company at the Meeting (as described above), and the Company fails to repay the Loan to Golden Arrow by September 13, 2009, then Golden Arrow will be in a position to demand immediate repayment, and if the Company fails to repay the Loan, seize possession of the Properties under its collateral security for the Loan.  In the alternative, if the Disposition is approved by the shareholders of the Company and the transfer of the Properties to Golden Arrow is completed, then the Loan will be considered as a prepayment towards and offset of the acquisition price of the Properties, less any maintenance fees for the Properties paid by the Company, upon the closing of the Property Agreement. If the Disposition is not approved by the shareholders of the Company, and Loan is repaid in full by the Company, then the Company has granted Golden Arrow the right of first refusal to acquire the Properties, if the Company wishes to sell the Properties within the next two years.  The Loan was approved by the disinterested directors of the Company, with the two common directors (Messrs. Cacos and Terry) declaring the nature and extent of their interests and abstaining from voting on the Loan.





Exchange Controls



There are no governmental laws, decrees, or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends, or other payments to non-resident holders of the Companys common stock.  Any remittances of dividends to United States residents are, however, subject to a 15% withholding tax (10% if the shareholder is a corporation owning at least 10% of the outstanding common stock of the Company) pursuant to Article X of the reciprocal tax treaty between Canada and the United States.  See Item 10. Additional Information - Taxation.



Except as provided in the Investment Canada Act, there are no limitations specific to the rights of non-Canadians to hold or vote the common stock of the Company under the laws of Canada or the Province of British Columbia or in the charter documents of the Company.



Management of the Company considers that the following general summary is materially complete and fairly describes those provisions of the Investment Canada Act pertinent to an investment by an American investor in the Company.



The following discussion summarizes the principal features of the Investment Canada Act for a non-resident who proposes to acquire the common shares.



The Investment Canada Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an entity) that is not a Canadian as defined in the Investment Canada Act (a non-Canadian), unless after review, the Director of Investments appointed by the minister responsible for the Investment Canada Act is satisfied that the investment is likely to be of net benefit to Canada.  An investment in the common shares by a non-Canadian other than a WTO Investor (as that term is defined by the Investment Canada Act, and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when the Company was not controlled by a WTO Investor, would be reviewable under the Investment Canada Act if it was an investment to acquire control of the Company and the value of the assets of the Company, as determined in accordance with the regulations promulgated under the Investment Canada Act, equals or exceeds $5 million for direct acquisition and over $50 million for indirect acquisition, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada's cultural heritage or national identity, regardless of the value of the assets of the Company.  An investment in the common shares by a WTO Investor, or by a non-Canadian when the Company was controlled by a WTO Investor, would be reviewable under the Investment Canada Act if it was an investment to acquire control of the Company and the value of the assets of the Company, as determined in accordance with the regulations promulgated under the Investment Canada Act was not less than a specified amount, which for 2005 was any amount in excess of $250 million.  A non-Canadian would acquire control of the Company for the purposes of the Investment Canada Act if the non-Canadian acquired a majority of the common shares.  The acquisition of one third or more, but less than a majority of the common shares would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of the common shares.



Certain transactions relating to the common shares would be exempt from the Investment Canada Act, including:  (a) an acquisition of the common shares by a person in the ordinary course of that person's business as a trader or dealer in securities; (b) an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Canada Act; and (c) an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of the common shares, remained unchanged.



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Taxation



Material Canadian Federal Income Tax Consequences



Management of the Company considers that the following discussion fairly describes the material Canadian federal income tax consequences applicable to a holder of common stock of the Company who is a resident of the United States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his shares of common stock of the Company in connection with carrying on a business in Canada (a non-resident shareholder).



This summary is based upon the current provisions of the Income Tax Act (Canada) (the ITA), the regulations thereunder (the Regulations), the current publicly announced administrative and assessing  policies of Revenue Canada, Taxation and all specific proposals (the Tax Proposals) to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof.  This description is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action.



Dividends



Dividends paid on the common stock of the Company to a non-resident will be subject to withholding tax.  The Canada-U.S. Income Tax Convention (1980) provides that the normal 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation which is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend. In the event of the Company declaring and paying dividends it would withhold any applicable taxes.



Capital Gains



In general, a non-resident of Canada is not subject to tax under the ITA with respect to a capital gain realized upon the disposition of a share of a corporation resident in Canada that is listed on a prescribed stock exchange.  For purposes of the ITA, the Company is listed on a prescribed stock exchange.  Non-residents of Canada who dispose of shares of the Company will be subject to income tax in Canada with respect to capital gains if:



(a)

the non-resident holder;

(b)

persons with whom the non-resident holder did not deal with at arms length; or

(c)

the non-resident holder and persons with whom the non-resident holder did not deal with at arms length,



owned not less than 25% of the issued shares of any class or series of the Company at any time during the five-year period preceding the disposition.  In the case of a non-resident holder to whom shares of the Company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will be payable on a capital gain realized on such shares by reason of the Canada-U.S. Income Tax Convention (1980) (the Treaty) unless the value of such shares is derived principally from real property situated in Canada.  However, in such a case, certain transitional relief under the Treaty may be available.



Material United States Federal Income Tax Considerations



The following discussion summarizes the material United States federal income tax consequences, under current law, applicable to a U.S. Holder (as defined below) of the Companys common stock. This discussion does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, nonresident alien individuals or foreign corporations, and shareholders owning common stock representing 10% of the vote and value of the Company. In addition, this discussion does not cover any state, local or foreign tax consequences.



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The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the Code), Treasury Regulations, published Internal Revenue Service (IRS) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial of recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.  Holders and prospective holders of the Company's common stock are urged to consult their own tax advisors about the federal, state, local and foreign tax consequences of purchasing, owning and disposing of shares of common stock of the Company.



U.S. Holders



As used herein, a U.S. Holder is defined as (i) citizens or residents of the U.S., or any state thereof, (ii) a corporation or other entity created or organized under the laws of the U.S., or any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income tax regardless of source or that is otherwise subject to U.S. federal income tax on a net income basis in respect of the common stock, or (iv) a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. fiduciaries who have the authority to control all substantial decisions of the trust, whose ownership of common stock is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation.



Distributions on Shares of Common Stock



U.S. Holders receiving dividend distributions (including constructive dividends) with respect to the Companys common stock are required to include in gross income for United States federal income tax purposes the gross amount of such distributions to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders United States federal income tax liability or, alternatively, may be deducted in computing the U.S. Holders United States federal taxable income by those who itemize deductions. (See more detailed discussion at Foreign Tax Credit below.) To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the common stock and thereafter as gain from the sale or exchange of such shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation. Dividends paid on the Companys common stock will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations.



Foreign Tax Credit



A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of the Companys common stock may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. Subject to certain limitations, Canadian taxes withheld will be eligible for credit against the U.S. Holders United States federal income taxes. Under the Code, the limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. Dividends paid by the Company generally will be either passive income or financial services income, depending on the particular U.S. Holders circumstances. Foreign tax credits allowable with respect to each class of income cannot exceed the U.S. federal income tax otherwise payable with respect to such class of income. The consequences of the separate limitations will depend on the nature and sources of each U.S. Holders income and the deductions appropriately allocated or apportioned thereto. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of common stock are urged to consult their own tax advisors regarding their individual circumstances.



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Disposition of Shares of Common Stock



A U.S. Holder will recognize gain or loss upon the sale of shares of common stock equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received; and (ii) the shareholders tax basis in the common stock. This gain or loss will be capital gain or loss if the shares are a capital asset in the hands of the U.S. Holder, and such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the common stock for more than one year. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders who are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.



Other Considerations



The Company has not determined whether it meets the definition of a passive foreign investment company (a PFIC). It is unlikely that the Company meets the definition of a foreign personal holding company (a FPHC) or a controlled foreign corporation (a CFC) under current U.S. law.



If more than 50% of the voting power or value of the Company were owned (actually or constructively) by U.S. Holders who each owned (actually or constructively) 10% or more of the voting power of the Companys common shares (10% Shareholders), then the Company would become a CFC and each 10% Shareholder would be required to include in its taxable income as a constructive dividend an amount equal to its share of certain undistributed income of the Company. If (1) more than 50% of the voting power or value of the Companys common shares were owned (actually or constructively) by five or fewer individuals who are citizens or residents of the United States and (2) 60% or more of the Companys income consisted of certain interest, dividend or other enumerated types of income, then the Company would be a FPHC. If the Company were a FPHC, then each U.S. Holder (regardless of the amount of the Companys common shares owned by such U.S. Holder) would be required to include in its taxable income as a constructive dividend its share of the Companys undistributed income of specific types.



If 75% or more of the Companys annual gross income has ever consisted of, or ever consists of, passive income or if 50% or more of the average value of the Companys assets in any year has ever consisted of, or ever consists of, assets that produce, or are held for the production of, such passive income, then the Company would be or would become a PFIC. The Company has not provided assurances that it has not been and does not expect to become a PFIC. Please note that the application of the PFIC provisions of the Code to resource companies is somewhat unclear.



If the Company or any of its subsidiaries is deemed to be a PFIC, a United States holder of the Companys common shares would be required to pay an interest charge together with tax calculated at maximum tax rates on certain excess distributions (defined to include certain dividends from a PFIC and any gain on the sale of stock of a PFIC) unless such holder made an election either to (1) include in his or her taxable income his or her pro rata share of the PFICs ordinary earnings and net capital gains under the Qualified Electing Fund rules or (2) mark to market his or her Company common shares at the end of each taxable year as set forth in Section 1296 of the Internal Revenue Code of 1986, as amended. The elections require certain conditions be met such as filing on or before the due date, as extended, for filing the shareholders income tax return for the first taxable year to which the election will apply.



Information Reporting and Backup Withholding



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





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Documents on Display



Copies of the documents referred to in this annual report may be inspected at the Companys corporate office at Suite 709, 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6, Canada, during normal business hours.



All reports and other information that the Company files with the US Securities and Exchange Commission (SEC) may be inspected at the SECs public reference facilities at Room 1580, 100 F Street, NE Washington, DC, 20549, USA. These reports may be accessed via the SECs website at www.sec.gov







Item 11.  Quantitative and Qualitative Disclosures About Market Risk.



Not applicable.





Item 12.  Description of Securities Other than Equity Securities.



Not applicable.



PART II





Item 13.  Defaults, Dividend Arrearages and Delinquencies.



Not applicable.





Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds.



Not applicable.





Item 15.   Controls and Procedures.



(a)

Disclosure Controls and Procedures



Disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2008, being the date of the Companys most recently completed fiscal year end. This evaluation was carried out under the supervision and with the participation of the Companys management, including Mr. Nikolaos Cacos, the Companys Chief Executive Officer, and Mr. Michael Clark, the Companys acting Chief Financial Officer.



As of December 31, 2008, management conducted an evaluation of our disclosure controls and procedures pursuant to the Securities Exchange Act of 1934. Based upon that evaluation, management has concluded that our current disclosure controls and procedures are not effective as of December 31, 2008.





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The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below.  Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our Company intends to remediate the material weaknesses as set out below.



(b)

Managements Annual Report on Internal Control over Financial Reporting



The Companys board of directors and audit committee are responsible for establishing and maintaining adequate internal control over financial reporting.  The Companys internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of its consolidated financial statements for external purposes in accordance with generally accepted accounting principles.



The Companys Chief Executive Officer, Mr. Nikolaos Cacos, and the Companys acting Chief Financial Officer, Mr. Michael Clark, assessed the effectiveness of the Companys internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-(f) promulgated under the Exchange Act) as of December 31, 2008.



Based on managements evaluation, we concluded our internal control over financial reporting was not effective as at December 31, 2008 due to inadequate segregation of duties and effective risk assessment.



We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this annual report, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management, and adopt sufficient written policies and procedures for accounting and financial reporting. These remediation efforts are largely dependent upon securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected.



Notwithstanding the foregoing, all internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



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



(c)

Changes in Internal Control over Financial Reporting



During the period covered by this annual report, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.





Item 16A.   Audit Committee Financial Expert.



The Board of Directors has determined that the Company has at least one audit committee financial expert, Mr. Jerry Minni, who serves on the Companys audit committee.





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Safe Harbor



An audit committee financial expert is not be deemed an "expert" for any purpose, including under Section 11 of the Securities Act. In addition, the safe harbor provides that the designation of an individual as an audit committee financial expert does not impose any duties, obligations or liability on that individual beyond those imposed on audit committee members generally, nor does it affect the duties, obligations or liability of any other member of the audit committee or board.



Item 16B.   Code of Ethics.



The Board of Directors of the Company has adopted a Code of Business Conduct and Ethics to provide principles for the purpose of promoting:



·

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·

Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications;

·

Compliance with applicable governmental laws, rules and regulations;

·

The prompt internal reporting of violations of our Code of Business Conduct and Ethics; and

·

Accountability for adherence to our Code of Business Conduct and Ethics.



No waivers of any provision of the Code of Business Conduct and Ethics may be made except by the Audit Committee.  Only the Audit Committee may amend the Code of Business Conduct and Ethics.  Any waiver or amendment shall be reported as required by law or regulation.



The Company also has adopted a Whistleblower Policy and a Corporate Disclosure and Insider Trading Policy.



The Companys Code of Business Conduct and Ethics, Whistleblower Policy and Corporate Disclosure and Insider Trading Policy may be viewed at the Companys website at:



http://www.ameraresources.com/s/CorporateGovernance.asp..



Additionally, each document is available in its entirety, free of charge, upon written request to us, attention of our Corporate Secretary, at the address listed on the front cover of this annual report.



Item 16C.   Principal Accountant Fees and Services.



Audit Fees



For the fiscal year ended December 31, 2008, the Companys principal accountant is expected to bill approximately $31,000, and for the fiscal year ended December 31, 2007, the Companys principal accountant billed approximately $40,000 for the audit of the Companys annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.



Audit Related



The Companys principal accountant billed $Nil and $Nil amounts for the fiscal years ended December 31, 2008 and 2007, respectively, for assurance, tax and related services that were reasonably related to the performance of the audit or review of the Companys financial statements outside of those fees disclosed above under Audit Fees.



Tax Fees



The Companys principal accountant billed $Nil and $Nil for the fiscal years ended December 31, 2008 and 2007, respectively, for tax services
performed.





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Other Accounting Fees



The Companys principal accountant billed $Nil and $Nil for the fiscal years ended December 31, 2008 and 2007, respectively, for other accounting services performed.





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 III





Item 17.  Financial Statements.

|                                                                                  |  |          
|--------------------------------------------------------------------------------- |  | ---------
|                                                                                  |  | Page     
|Audited Financial Statements for the Years
Ended December 31, 2008, 2007 and 2006 |  | F-1  F35





Item 18.  Financial Statements.





Not applicable.



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Item 19.  Exhibits.

(a)   Financial
Statements

|                                                                                  |  | Page     
|--------------------------------------------------------------------------------- |  | ---------
|Audited Financial Statements for the Years
Ended December 31, 2008, 2007 and 2006 |  | F-1  F35

(b)   List of
Exhibits

|               |                                                                                                                                           | 
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit Number | Description                                                                                                                               | 
|1.1            | Articles (1)                                                                                                                              | 
|1.2            | Memorandum and Certificate of Incorporation (1)                                                                                           | 
|1.3            | Certificate of Change of Name and Altered Memorandum (1)                                                                                  | 
|1.4            | Notice of Articles (1)                                                                                                                    | 
|1.5            | Certificate of Change of Name and Notice of Articles                                                                                      | 
|4.1            | Stock Option Plan dated April 13, 2004 (1)                                                                                                | 
|4.2            | Agreement with Nikolaos Cacos dated January 2, 2004 (1)                                                                                   | 
|4.3            | Form of Agreement with the Grosso Group Management Ltd., effective January 1, 2005 (2)                                                    | 
|4.4            | Amendment to consulting agreement with Nikolaos Cacos dated April 12, 2006 (3)                                                            | 
|4.5            | Letter of Intent between the Company and Astral Mining Corporation dated June 9, 2006 (3)                                                 | 
|4.7            | Letter of Intent between the Company and Chancadora Centauro S.A.C  dated December 7, 2006 (4)                                            | 
|4.8            | Letter Agreement for Services with IMA Exploration for Joseph Grosso effective May 1, 2007 (4)                                            | 
|4.6            | Joint Venture Agreement between the Company and Golden Arrow dated June 30, 2007 (4)                                                      | 
|4.9            | Consulting Agreement between Ellsworth Geological, PC and Grosso Group Management Ltd. dated July 12, 2007, effective August 11, 2007 (4) | 
|4.10           | Option Agreement with Minera Phelps dated September 19, 2007  (4)                                                                         | 
|4.11           | Option Agreement with Minera Phelps dated September 19, 2007(4)                                                                           | 
|4.12           | Letter of Intent between the Company and Victor Marcial Garcia Garcia and Elvira Carmen Maria Agois Barbier, dated November 15, 2007 (4)  | 
|4.13           | Letter of Intent between the Company and Geologix Explorations Inc. dated February 1, 2008 (4)                                            | 
|4.14           | Agreement between the Company and JVM Management Ltd. dated September 23, 2008, effective October 1, 2008.                                | 
|8.1            | List of Subsidiaries                                                                                                                      | 
|12.1           | Certification of  Nikolaos Cacos Pursuant to Rule 13a-14(a)                                                                               | 
|12.2           | Certification of Michael Clark Pursuant to Rule 13a-14(a)                                                                                 | 
|13.1           | Certification of Nikolaos Cacos Pursuant to 18
    U.S.C. Section 1350                                                                    | 
|13.2           | Certification of Michael Clark Pursuant to 18
    U.S.C. Section 1350                                                                     | 
|15.1           | Consent of Independent Registered Public Accounting Firm                                                                                  | 



(1)

Incorporated by reference to the exhibits to the Companys registration statement on Form 20-F filed with the Securities and Exchange Commission on October 28, 2004, file number 0-51005.

(2)

Incorporated by reference to the exhibits to the Companys registration statement on Form 20-F filed with the Securities and Exchange Commission on April 28, 2005, file number 0-51005.

(3)

Incorporated by reference to the exhibits to the Companys annual report on Form 20-F filed with the Securities and Exchange Commission on June 23, 2006, file number 0-51005.

(4)

Incorporated by reference to the exhibits to the Companys annual report on Form 20-F filed with the Securities and Exchange Commission on June 30, 2008, file number 0-51005.







-79-

---

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.





PANTHERA EXPLORATION INC.





/s/ Nikolaos Cacos

Dated:  July 8, 2009

Nikolaos Cacos, President and Director







-80-

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PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

DECEMBER 31, 2008, 2007 AND 2006



(Expressed in Canadian Dollars)



























































---































Managements Responsibility for Financial Reporting



The accompanying consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in Canada and reconciled to accounting principles generally accepted in the United States as set out in Note 13, and contain estimates based on managements judgment.  Management maintains an appropriate system of internal controls to provide reasonable assurance that transactions are authorized, assets safeguarded, and proper records maintained.



The Audit Committee of the Board of Directors has met with the Companys independent auditors to review the scope and results of the annual audit, and to review the financial statements and related financial reporting matters prior to submitting the financial statements to the Board for approval.



The Companys independent auditors, Mackay
LLP, Chartered Accountants, are appointed by the shareholders to conduct an audit in accordance with generally accepted auditing standards in Canada and the Public Company Accounting Oversight Board (United States), and their report follows.







Nikolaos Cacos

Mike Clark



Nikolaos Cacos

Mike Clark

President

Chief Financial Officer









April 28, 2009





---



[letters002.gif]































Auditors' Report



To the Shareholders of

Panthera Exploration Inc.

(formerly Amera Resource Corporation)





We have audited the consolidated balance sheet of Panthera Exploration Inc. (formerly Amera Resource Corporation) as at December 31, 2008 and the consolidated statements of operations and deficit, comprehensive loss, changes in shareholders equity, and cash flows for the year then ended.  These financial statements are the responsibility of the company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audit.



We conducted our audit in accordance with Canadian generally accepted auditing standards and 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.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly, we express no such opinion.  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 consolidated financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2008 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.



The comparative financial statements as at and for the years ended December 31, 2007 and 2006 were audited by another firm of Chartered Accountants which expressed an opinion without reservation on those financial statements in their report dated April 23, 2008.









MacKay LLP

Vancouver, Canada.

April 10, 2009

Chartered Accountants



---



[letters004.gif]































Comments by Auditors for U.S. Readers on Canada  United States Reporting Differences



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 those described in note 1 to the consolidated financial statements.  Our report to the shareholders dated April 10, 2009, 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 these are adequately disclosed in the financial statements.















MacKay LLP

Vancouver, Canada.

April 10, 2009

Chartered Accountants





---





PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

(See Note 1  Nature of Operations and Going Concern)

DECEMBER 31, 2008 AND 2007

(Expressed in Canadian Dollars)



|                                                  |              |  |                         
|------------------------------------------------- | ------------ |  | ------------------------
|                                                  | 2008
$       |  | 2007
$
Restated  Note 2
|A S S E T S                                      
|CURRENT ASSETS                                    |              |  |                         
|Cash                                              | 24,502       |  | 166,018                 
|Short-term investments (Note 4)                   | -            |  | 1,400,000               
|Marketable securities (Note 5)                    | 5,000        |  | 54,000                  
|Other receivables and prepaids                    | 26,516       |  | 256,451                 
|                                                  | 56,018       |  | 1,876,469               
|MINERAL PROPERTY INTERESTS(Notes 6 and 13 (i))    | 1,468,502    |  | 1,712,128               
|                                                  | 1,524,520    |  | 3,588,597               
|L I A B I L I T I E S                            
|CURRENT LIABILITIES                               |              |  |                         
|Accounts payable and accrued liabilities (Note 8) | 555,194      |  | 80,659                  
|                                                  |              |  |                         
|S H A R E H O L D E R S '   E Q U I T Y          
|SHARE CAPITAL(Note 7)                             | 12,298,254   |  | 11,487,909              
|WARRANTS(Note 7)                                  | 554,690      |  | 908,793                 
|CONTRIBUTED SURPLUS                               | 1,319,921    |  | 821,426                 
|ACCUMULATED OTHER COMPREHENSIVE INCOME(Note 3)    | -            |  | 21,000                  
|DEFICIT                                           | (13,203,539) |  | (9,731,190)             
|                                                  | 969,326      |  | 3,507,938               
|                                                  | 1,524,520    |  | 3,588,597               

COMMITMENTS(Note 6)



APPROVED BY THE BOARD

|                 |           
|---------------- | ----------
|Nikolaos Cacos | , Director
|"Jerry Minni    | , Director





---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)



|                                                            |              |  |                          |  |                         
|----------------------------------------------------------- | ------------ |  | ------------------------ |  | ------------------------
|                                                            | 2008
$       |  | 2007
$
Restated  Note 2 |  | 2006
$
Restated  Note 2
|EXPENSES                                                    |              |  |                          |  |                         
|Accounting and audit                                        | 58,900       |  | 45,448                   |  | 38,756                  
|Corporate development and investor relations (Note 8)       | 267,716      |  | 320,774                  |  | 227,747                 
|Exploration (Note 6)                                        | 2,165,600    |  | 1,364,324                |  | 817,630                 
|Legal and professional fees                                 | 50,032       |  | 55,621                   |  | 28,841                  
|Management fees (Note 8)                                    | 111,500      |  | 94,167                   |  | 85,833                  
|Office and sundry (Note 8)                                  | 117,423      |  | 198,998                  |  | 122,639                 
|Rent (Note 8)                                               | 40,709       |  | 78,122                   |  | 90,099                  
|Salaries (Note 8)                                           | 207,236      |  | 368,660                  |  | 372,063                 
|Stock-based compensation (Note 7)                           | 470          |  | 296,581                  |  | 90,850                  
|Transfer agent and regulatory fees                          | 30,497       |  | 23,020                   |  | 26,753                  
|Travel                                                      | 34,601       |  | 131,145                  |  | 42,358                  
|LOSS BEFORE OTHER ITEMS                                     | (3,084,684)  |  | (2,976,860)              |  | (1,943,569)             
|OTHER INCOME (EXPENSE)                                      |              |  |                          |  |                         
|Foreign exchange gain (loss)                                | 38,071       |  | (21,080)                 |  | (2,910)                 
|Interest income                                             | 14,210       |  | 80,383                   |  | 30,924                  
|Other than temporary loss on marketable securities (Note 5) | (28,000)     |  | -                        |  | -                       
|Write-off of mineral properties (Note 6)                    | (411,946)    |  | (156,240)                |  | (206,811)               
|                                                            | (387,665)    |  | (96,937)                 |  | (178,797)               
|LOSS FOR THE YEAR                                           | (3,472,349)  |  | (3,073,797)              |  | (2,122,366)             
|DEFICIT - BEGINNING OF YEAR                                 | (9,731,190)  |  | (6,657,393)              |  | (4,535,027)             
|DEFICIT - END OF YEAR                                       | (13,203,539) |  | (9,731,190)              |  | (6,657,393)             
|BASIC AND DILUTED LOSS PER SHARE                            | $(0.90)      |  | $(1.00)                  |  | $(1.11)                 
|WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING        | 3,852,576    |  | 3,061,599                |  | 1,916,912               



CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS



|                                                            |             |  |                   |  |                  
|----------------------------------------------------------- | ----------- |  | ----------------- |  | -----------------
|                                                            | 2008
$      |  | 2007
$            |  | 2006
$           
|                                                            |             |  | Restated  Note 2 |  | Restated  Note 2
|                                                            |             |  |                   |  |                  
|LOSS FOR THE YEAR                                           | (3,472,349) |  | (3,073,797)       |  | (2,122,366)      
|                                                            |             |  |                   |  |                  
|OTHER COMPREHENSIVE INCOME                                  |             |  |                   |  |                  
|Unrealized gain on available-for-sale marketable securities | -           |  | 14,000            |  | -                
|                                                            |             |  |                   |  |                  
|TOTAL COMPREHENSIVE LOSS                                    | (3,472,349) |  | (3,059,797)       |  | (2,122,366)      



---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 and 2006

(Expressed in Canadian Dollars)





|                                              |             |  |                          |  |                         
|--------------------------------------------- | ----------- |  | ------------------------ |  | ------------------------
|                                              | 2008
$      |  | 2007
$
Restated  Note 2 |  | 2006
$
Restated  Note 2
|CASH PROVIDED FROM (USED FOR)                 |             |  |                          |  |                         
|OPERATING ACTIVITIES                          |             |  |                          |  |                         
|Loss for the year                             | (3,472,349) |  | (3,073,797)              |  | (2,122,366)             
|Adjustment for items not affecting cash       |             |  |                          |  |                         
|Write-off of mineral properties               | 411,946     |  | 156,240                  |  | 206,811                 
|Stock-based compensation                      | 470         |  | 296,581                  |  | 90,850                  
|Loss on marketable securities (Note 5)        | 28,000      |  | -                        |  | -                       
|                                              | (3,031,933) |  | (2,620,976)              |  | (1,824,705)             
|Change in non-cash working capital balances   | 654,044     |  | 30,814                   |  | (46,412)                
|                                              | (2,377,889) |  | (2,590,162)              |  | (1,871,117)             
|FINANCING ACTIVITIES                          |             |  |                          |  |                         
|Issuance of common shares and warrants        | 1,027,600   |  | 4,095,000                |  | 2,179,900               
|Share and warrant issuance costs              | (73,333)    |  | (333,895)                |  | (23,889)                
|                                              | 954,267     |  | 3,761,105                |  | 2,156,011               
|INVESTING ACTIVITIES                          |             |  |                          |  |                         
|Expenditures on mineral property interests    | (117,894)   |  | (236,051)                |  | (176,095)               
|Decrease (increase) in short-term investments | 1,400,000   |  | (1,300,000)              |  | (100,000)               
|                                              | 1,282,106   |  | (1,536,051)              |  | (276,095)               
|INCREASE (DECREASE) IN CASH
DURING THE YEAR   | (141,516)   |  | (365,108)                |  | 8,799                   
|CASH - BEGINNING OF YEAR                      | 166,018     |  | 531,126                  |  | 522,327                 
|CASH - END OF YEAR                            | 24,502      |  | 166,018                  |  | 531,126                 







SUPPLEMENTARY CASH FLOW INFORMATION

|                          |   |  |   |  |  
|------------------------- | - |  | - |  | -
|Income taxes paid in cash | - |  | - |  | -
|Interest paid in cash     | - |  | - |  | -





ADDITIONAL SUPPLEMENTARY CASH FLOW INFORMATION(Note 14)







---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 and 2006

(Expressed in Canadian Dollars)





|                                                                         |              |  |                          |  |                         
|------------------------------------------------------------------------ | ------------ |  | ------------------------ |  | ------------------------
|                                                                         |              |  |                          |  |                         
|                                                                         | 2008
$       |  | 2007
Restated  Note 2
$ |  | 2006
Restated  Note 2
$
|SHARE CAPITAL                                                            |              |  |                          |  |                         
|Balance at beginning of year                                             | 11,487,909   |  | 7,804,571                |  | 5,854,335               
|Private placement                                                        | 1,027,600    |  | 4,095,000                |  | 1,629,450               
|Warrant valuation                                                        | (141,968)    |  | (368,550)                |  | (503,765)               
|Exercise of warrants                                                     | -            |  | -                        |  | 716,700                 
|Shares issued for payment of agents fees                                | -            |  | 49,141                   |  | 2,800                   
|Shares issued for mineral properties                                     | -            |  | 333,000                  |  | 126,000                 
|Share issue costs                                                        | (75,287)     |  | (425,253)                |  | (20,949)                
|Balance at end of year                                                   | 12,298,254   |  | 11,487,909               |  | 7,804,571               
|                                                                         |              |  |                          |  |                         
|WARRANTS                                                                 |              |  |                          |  |                         
|Balance at beginning of year                                             | 908,793      |  | 498,025                  |  | -                       
|Warrant valuation from private placement warrants                        | 141,968      |  | 368,550                  |  | 503,765                 
|Warrant valuation from agents warrants                                  | 10,658       |  | 84,276                   |  | -                       
|Contributed surplus reallocated on expiry of warrants                    | (498,025)    |  | -                        |  | -                       
|Warrant issue costs                                                      | (8,704)      |  | (42,058)                 |  | (5,740)                 
|Balance at end of year                                                   | 554,690      |  |                          |  | 498,025                 
|                                                                         |              |  |                          |  |                         
|CONTRIBUTED SURPLUS                                                      |              |  |                          |  |                         
|Balance at beginning of year                                             | 821,426      |  | 524,845                  |  | 433,995                 
|Contributed surplus as a result of stock options granted                 | 470          |  | 296,581                  |  | 90,850                  
|Contributed surplus reallocated on expiry of warrants                    | 498,025      |  | -                        |  | -                       
|Balance at end of year                                                   | 1,319,921    |  | 821,426                  |  | 524,845                 
|                                                                         |              |  |                          |  |                         
|DEFICIT                                                                  |              |  |                          |  |                         
|Balance at beginning of year                                             | (9,731,190)  |  | (6,657,393)              |  | (4,535,027)             
|Loss for the year                                                        | (3,472,349)  |  | (3,073,797)              |  | (2,122,366)             
|Balance at end of year                                                   | (13,203,539) |  | (9,731,190)              |  | (6,657,393)             
|                                                                         |              |  |                          |  |                         
|ACCUMULATED OTHER COMPREHENSIVE INCOME                                   |              |  |                          |  |                         
|Balance at beginning of year                                             | 21,000       |  | -                        |  | -                       
|Transition adjustment  marketable securities (Note 3)                   | -            |  | 7,000                    |  | -                       
|Net unrealized gain (loss) on available-for-sale marketable   securities | (49,000)     |  | 14,000                   |  | -                       
|Other than temporary loss on marketable securities                       | 28,000       |  | -                        |  | -                       
|Balance at end of year                                                   | -            |  | 21,000                   |  | -                       
|                                                                         |              |  |                          |  |                         
|TOTAL SHAREHOLDERS EQUITY                                               | 969,326      |  | 3,507,938                |  | 2,170,048               







---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

CONSOLIDATED SCHEDULE OF MINERAL PROPERTY INTERESTS

FOR THE YEAR ENDED DECEMBER 31, 2008

(Expressed in Canadian Dollars)



ACQUISITION COSTS

|                                  |  |  |           |  |         |  |           |  |        |  |           |  |                       |  |          
|--------------------------------- |  |  | --------- |  | ------- |  | --------- |  | ------ |  | --------- |  | --------------------- |  | ---------
|                                 
|                                  |  |  | Argentina |  | Peru    |  | USA       |  |       
|                                  |  |  | Mogote
$  |  | Cocha
$ |  | Laguna
$  |  | Mitu
$ |  | Other
$   |  | Walker
Lane, Nevada
$ |  | Total
$  
|Balance, beginning of year        |  |  | 1,389,309 |  | 28,768  |  | 179,377   |  | -      |  | 50,664    |  | 64,010                |  | 1,712,128
|Acquisition costs during the year |  |  |           |  |         |  |           |  |        |  |           |  |                       |  |          
|Cash                              |  |  | -         |  | 25,943  |  | 58,439    |  | 14,616 |  | 69,322    |  | -                     |  | 168,320  
|                                  |  |  | 1,389,309 |  | 54,711  |  | 237,816   |  | 14,616 |  | 119,986   |  | 64,010                |  | 1,880,448
|                                  |  |  |           |  |         |  |           |  |        |  |           |  |                       |  |          
|Write-off mineral properties      |  |  | -         |  | -       |  | (237,816) |  | -      |  | (110,120) |  | (64,010)              |  | (411,946)
|Balance, end of year              |  |  | 1,389,309 |  | 54,711  |  | -         |  | 14,616 |  | 9,866     |  | -                     |  | 1,468,502







EXPLORATION EXPENDITURES



|                                                       |           |  |           |  |          |  |         |  |         |  |                       |  |  |  |                           |  |           |  |  |  |  | 
|------------------------------------------------------ | --------- |  | --------- |  | -------- |  | ------- |  | ------- |  | --------------------- |  |  |  | ------------------------- |  | --------- |  |  |  |  | 
|                                                       | Argentina |  | Peru      |  | USA      |  |         |  |        
|                                                       | Mogote
$  |  | Cocha
$   |  | Laguna
$ |  | Mitu
$  |  | Other
$ |  | Walker
Lane, Nevada
$ |  |  |  | General Exploration (*)
$ |  | Total
$  
|Cumulative costs expensed          - Beginning of year | 1,576,903 |  | 1,127,527 |  | 78,973   |  | 56,235  |  | 72,395  |  | 21,135                |  |  |  | 1,436,315                 |  | 4,369,483
|Exploration expenditures during the year:              |           |  |           |  |          |  |         |  |         |  |                       |  |  |  |                           |  |          
|Assays                                                 | -         |  | 4,097     |  | 4,856    |  | 731     |  | 8,704   |  | -                     |  |  |  | -                         |  | 18,388   
|Drilling                                               | -         |  | 52,563    |  | 396,033  |  | 20,067  |  | -       |  | -                     |  |  |  | -                         |  | 468,663  
|Office                                                 | 6,046     |  | 43,968    |  | 62,075   |  | 21,622  |  | 54,863  |  | -                     |  |  |  | -                         |  | 188,574  
|Salaries and contractors                               | 38        |  | 99,036    |  | 102,530  |  | 19,722  |  | 170,917 |  | -                     |  |  |  | -                         |  | 392,243  
|Supplies and equipment                                 | -         |  | 1,953     |  | 20,451   |  | 1,836   |  | 7,760   |  | -                     |  |  |  | -                         |  | 32,000   
|Transportation                                         | -         |  | 25,979    |  | 68,841   |  | 7,430   |  | 50,485  |  | -                     |  |  |  | -                         |  | 152,735  
|Imagery and base maps                                  | -         |  | 621       |  | 103      |  | -       |  | 376     |  | -                     |  |  |  | -                         |  | 1,100    
|Foreign value added tax                                | 826       |  | 30,979    |  | -        |  | 9,693   |  | 39,788  |  | -                     |  |  |  | -                         |  | 81,286   
|General exploration                                    | -         |  | -         |  | -        |  | -       |  | -       |  | -                     |  |  |  | 830,611                   |  | 830,611  
|                                                       | 6,910     |  | 259,196   |  | 654,889  |  | 81,101  |  | 332,893 |  | -                     |  |  |  | 830,611                   |  | 2,165,600
|Cumulative costs expensed          - End of year       | 1,583,813 |  | 1,386,723 |  | 733,862  |  | 137,336 |  | 405,288 |  | 21,135                |  |  |  | 2,266,926                 |  | 6,535,083



* Properties that were written of in previous years are included in the opening balance of general exploration





---





PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage
Company)

CONSOLIDATED SCHEDULE OF MINERAL PROPERTY INTERESTS

FOR THE YEAR ENDED DECEMBER 31, 2007

(Expressed in
Canadian Dollars)

(As Restated  Note 2)

ACQUISITION COSTS

|                                  |  |  |           |  |         |  |          |  |                |  |         |  |                       |  |          
|--------------------------------- |  |  | --------- |  | ------- |  | -------- |  | -------------- |  | ------- |  | --------------------- |  | ---------
|                                 
|                                  |  |  | Argentina |  | Peru    |  | USA      |  |               
|                                  |  |  | Mogote
$  |  | Cocha
$ |  | Laguna
$ |  | Cruz de Mayo
$ |  | Other
$ |  | Walker
Lane, Nevada
$ |  | Total
$  
|Balance, beginning of year        |  |  | 1,056,309 |  | 28,768  |  | -        |  | 99,566         |  | 50,664  |  | 64,010                |  | 1,299,317
|Acquisition costs during the year |  |  |           |  |         |  |          |  |                |  |         |  |                       |  |          
|Cash                              |  |  | 333,000   |  | -       |  | 179,377  |  | 56,674         |  | -       |  | -                     |  | 569,051  
|                                  |  |  | 1,389,309 |  | 28,768  |  | 179,377  |  | 156,240        |  | 50,664  |  | 64,010                |  | 1,868,368
|                                  |  |  |           |  |         |  |          |  |                |  |         |  |                       |  |          
|Write-off mineral properties      |  |  | -         |  | -       |  | -        |  | (156,240)      |  | -       |  | -                     |  | (156,240)
|Balance, end of year              |  |  | 1,389,309 |  | 28,768  |  | 179,377  |  | -              |  | 50,664  |  | 64,010                |  | 1,712,128







EXPLORATION EXPENDITURES



|                                              |           |  |           |     |                |  |          |  |        |  |         |  |                       |  |                           |  |           |  |  | 
|--------------------------------------------- | --------- |  | --------- | --- | -------------- |  | -------- |  | ------ |  | ------- |  | --------------------- |  | ------------------------- |  | --------- |  |  | 
|                                              | Argentina |  | Peru      | USA |                |  |          | 
|                                              | Mogote
$  |  | Cocha
$   |     | Cruz de Mayo
$ |  | Laguna
$ |  | Mitu
$ |  | Other
$ |  | Walker
Lane, Nevada
$ |  | General Exploration
$
(*) |  | Total
$  
|Cumulative costs expensed  Beginning of year | 1,571,412 |  | 448,056   |     | 67,657         |  | 5,769    |  | 8,360  |  | 63,307  |  | 21,135                |  | 819,463                   |  | 3,005,159
|Exploration expenditures during the year:     |           |  |           |     |                |  |          |  |        |  |         |  |                       |  |                           |  |          
|Assays                                        | -         |  | 28,104    |     | 407            |  | 516      |  | 5,324  |  | -       |  | -                     |  | -                         |  | 34,351   
|Communications                                | -         |  | 7,458     |     | 4,790          |  | -        |  | 211    |  | -       |  | -                     |  | -                         |  | 12,459   
|Drilling                                      | -         |  | 179,503   |     | -              |  | -        |  | -      |  | -       |  | -                     |  | -                         |  | 179,503  
|Office                                        | 3,945     |  | 48,864    |     | 467            |  | 19,450   |  | 4,949  |  | -       |  | -                     |  | -                         |  | 77,675   
|Salaries and contractors                      | -         |  | 169,021   |     | 8,974          |  | 15,108   |  | 19,058 |  | -       |  | -                     |  | -                         |  | 212,161  
|Supplies and equipment                        | -         |  | -         |     | 33             |  | 8,368    |  | 167    |  | 6,529   |  | -                     |  | -                         |  | 15,097   
|Transportation                                | -         |  | 53,846    |     | 4,456          |  | 8,990    |  | 4,684  |  | -       |  | -                     |  | -                         |  | 71,976   
|Imagery and base maps                         | -         |  | 1,337     |     | -              |  | 158      |  | -      |  | -       |  | -                     |  | -                         |  | 1,495    
|Foreign value added tax                       | 1,546     |  | 191,338   |     | 7,932          |  | 20,614   |  | 13,482 |  | 2,559   |  | -                     |  | -                         |  | 237,471  
|General exploration                           | -         |  | -         |     | -              |  | -        |  | -      |  | -       |  | -                     |  | 522,136                   |  | 522,136  
|                                              | 5,491     |  | 679,471   |     | 27,059         |  | 73,204   |  | 47,875 |  | 9,088   |  | -                     |  | 522,136                   |  | 1,364,324
|Cumulative costs expensed - End of year       | 1,576,903 |  | 1,127,527 |     | 94,716         |  | 78,973   |  | 56,235 |  | 72,395  |  | 21,135                |  | 1,341,599                 |  | 4,369,483



* Properties that were written of in previous years are included in the opening balance of general exploration



The accompanying notes are an integral part of these consolidated financial statements.



---

PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





1.

NATURE OF OPERATIONS AND GOING CONCERN



Panthera Exploration Inc. (formerly Amera Resources Corporation) (the Company) was incorporated on April 11, 2000 in the Province of British Columbia and was transitioned under the Business Corporations Act (BC) on June 17, 2004.  The Company is a natural resource company engaged in the acquisition and exploration of resource properties in the Americas.  The Company presently has no proven or probable reserves and, on the basis of information to date, it has not yet determined whether these properties contain economically recoverable ore reserves.  Consequently, the Company considers itself to be an exploration stage company.



The amounts shown as mineral property interests represent costs incurred to date, less amounts amortized and/or written off, and do not necessarily represent present or future values.  The underlying value of the mineral properties and deferred costs is entirely dependent on the existence of economically recoverable reserves, securing and maintaining title and beneficial interest in the properties, the ability of the Company to obtain the necessary financing to advance the properties beyond the exploration stage, and future profitability of the properties.



As of April 24, 2009, the Company had negative working capital of approximately $584,000.  The Company does not have adequate resources to maintain its core activities and has ceased its exploration activities for the time being, as well as taking steps to reduce overhead and other costs. The Company will need to raise further financings in order to continue its operations and fulfill its commitments. The Company may not be able to raise the necessary funds or may not be able to raise such funds at terms which are acceptable to the Company.  In the event the Company is unable to raise adequate finances to fund the proposed activities, it will need to reassess its alternatives and may have to abandon one or more of its property interests as a result.  Any further additional equity financing undertaken by the Company may cause dilution to its shareholders. The December 31, 2008 audited consolidated financial statements have been prepared on a going concern basis in accordance with Canadian generally accepted accounting principles (Canadian GAAP).  The going concern basis of presentation assumes the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has incurred significant losses and negative cash flow from operations since inception.  Adjustments to the carrying value of assets and liabilities, the reported expenses and balance sheet classifications used that would be necessary if the going concern assumption were not appropriate could be material.





2.

CHANGE IN ACCOUNTING POLICY



During the year ended December 31, 2008, the Company retrospectively changed its accounting policy for exploration expenditures to be more relevant and reliable. Prior to the year ended December 31, 2008, the Company capitalized all such costs to mineral properties held directly or through an investment and only wrote down capitalized costs when the property was abandoned or if the capitalized costs were not considered to be economically recoverable.



Exploration expenditures are now charged to earnings as they are incurred until the property reaches development stage. All direct costs related to the acquisition of resource property interests will continue to be capitalized. Development expenditures incurred subsequent to a development decision, and to increase or to extend the life of existing production, are capitalized and will be amortized on the unit-of-production method based upon estimated proven and probable reserves.



---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)



2.

CHANGE IN ACCOUNTING POLICY(continued)



The Company has accounted for this change in accounting policy on a retroactive basis. The impact of this change on the previously reported December 31, 2007 and 2006 consolidated financial statements are as follows:



|                                                                       |                          |               |               |  | 
|---------------------------------------------------------------------- | ------------------------ | ------------- | ------------- |  | 
|                                                                       | As previously reported
$ | Restatement
$ | As restated
$
|Mineral property interests as at December 31, 2007                     | 4,493,081                | (2,780,953)   | 1,712,128    
|Future income taxes as at December 31, 2007                            | (38,434)                 | (38,434)      | -            
|Exploration expense for the year ended December 31, 2007               | (522,136)                | (842,188)     | (1,364,324)  
|Write-off of mineral properties for the year ended December   31, 2007 | (250,956)                | 94,716        | (156,240)    
|Loss for the year ended December 31, 2007                              | (2,326,325)              | (747,472)     | (3,073,797)  
|Loss per share for the year ended December 31, 2007                    | (0.76)                   | (0.24)        | (1.00)       
|Deficit at December 31, 2007                                           | (6,988,671)              | (2,742,519)   | (9,731,190)  
|Mineral property interests as at December 31, 2006                     | 3,356,158                | (2,056,841)   | 1,299,317    
|Future income taxes as at December 31, 2006                            | (61,794)                 | 61,794        | -            
|Exploration expense for the year ended December 31, 2006               | (296,810)                | (520,820)     | (817,630)    
|Write-off of mineral properties for the year ended December   31, 2006 | (525,514)                | 318,703       | (206,811)    
|Loss for the year ended December 31, 2006                              | (1,920,249)              | (202,117)     | (2,122,366)  
|Loss per share for the year ended December 31, 2006                    | ($1.00)                  | ($0.11)       | ($1.11)      
|Deficit at December 31, 2006                                           | (4,662,346)              | (1,995,047)   | (6,657,393)  



3.

SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation



These consolidated financial statements have been prepared in accordance with Canadian
GAAP.  Significant measurement differences between Canadian GAAP and those that would be applied under United States generally accepted accounting principles (US GAAP) as they affect the Company are disclosed in Note 13.





---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES (continued)



Use of Estimates



The preparation of financial statements in conformity with Canadian GAAP 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 period.  Significant areas requiring the use of management estimates relate to the determination of environmental obligations, the recoverability of mineral properties and the assumptions used in the determination of the fair value of stock-based compensation and warrants.  Actual results may differ from these estimates.



Principles of Consolidation



These consolidated financial statements include the accounts of the Company and its subsidiaries.  The principal subsidiaries are Recursos de los Andes S.A.C. (Peru) (100%), Amera-Chile Sociedad Contractual Minera (Chile) (100%) and Amera Resources Inc. (US) (100%). The Company operates in Argentina as a registered branch.  All inter-company balances and transactions have been eliminated.



Short-term Investments



Short-term investments include money market investments maturing less than 12 months from the date of initial investment. Short-term investments are designated as held-for-trading and recorded at fair value with changes in fair value, recorded in the statement of loss.



Marketable Securities



Marketable securities are designated as available-for-sale and recorded at fair value, with changes in fair value recorded in the statement of other comprehensive income.  The fair value of marketable securities is obtained by reference to the current quoted bid price on the balance sheet date.  When it is determined that a decrease in fair value is other than temporary a loss will be recorded in Other income (expense).



Mineral Property Interests



During the year ended December 31, 2008, the Company changed its accounting policy relating to mineral property exploration expenditures and it now expenses exploration expenditures when incurred (see Note 2).



When a property is placed in commercial production, deferred costs will be depleted using the units-of-production method.  Management of the Company periodically reviews the recoverability of the capitalized mineral properties.  Management takes into consideration various information including, but not limited to, results of exploration activities conducted to date, estimated future metal prices and reports and opinions of outside geologists, mine engineers and consultants.  When it is determined that a project or property will be abandoned then costs are written off, or if its carrying value has been impaired, the costs are written down to fair value.



Mineral property acquisition costs include cash costs and the fair market value of common shares, based on the trading price of the shares issued for mineral property interests, pursuant to the terms of the related property agreements.  Payments relating to a property acquired under an option or joint venture agreement are made at the sole discretion of the Company, and are recorded as mineral property acquisition costs upon payment.





---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES (continued)



The Company accounts for foreign value added taxes paid as part of exploration expense. The recovery of these taxes will commence on the beginning of foreign commercial operations.  Should these amounts be recovered they would be treated as a recovery in exploration expense.



For certain acquisitions costs for mineral property interests, the Company records a future income tax liability and a corresponding adjustment to the related asset carrying amount.



Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.



From time to time, the Company acquires or disposes of properties pursuant to the terms of option agreements. Options are exercisable entirely at the discretion of the optionee and, accordingly, are recorded as mineral property costs or recoveries when the payments are made or received.



Asset Retirement Obligations



Asset retirement obligations are recognized when a legal or constructive obligation arises.  This liability is recognized at the fair value of the asset retirement obligation.  When the liability is initially recorded the Company capitalizes the cost by increasing the carrying amount of the related long-lived assets.  Over time the liability is accreted to its present value each period, and the capitalized cost is amortized over the useful life of the related asset.  Upon settlement of theliability, the Company may incur a gain or loss.  As at December 31, 2008, the Company does not have any asset retirement obligations.



Long-Lived Assets Impairment



Long-lived assets are reviewed for impairment when events or changes in circumstances suggest their carrying value has become impaired.  Management considers assets to be impaired if the carrying value exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.  If impairment is deemed to exist, the assets will be written down to fair value.  Fair value is generally determined using a discounted cash flow analysis.



Translation of Foreign Currencies



The Company's foreign operations are integrated and are translated using the temporal method.  Under this method, the Company translates monetary assets and liabilities denominated in foreign currencies at period-end rates.  Non-monetary assets and liabilities are translated at historical rates.  Revenues and expenses are translated at average rates in effect during the period except for depreciation and amortization which are translated at historical rates.  The resulting gains or losses are reflected in operating results in the period of translation.



Concentration of Credit Risk



Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash, short-term investments and other receivables.  The Company limits its exposure to credit loss by placing its cash and short-term investments with major financial institutions.



---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES (continued)



Income Taxes



The Company uses the liability method of accounting for future income taxes.  Under this method of tax allocation, future income tax liabilities and assets are recognized for the estimated tax consequences attributable to differences between the amounts reported in the consolidated financial statements and their respective tax bases, using substantively enacted tax rates and laws that are expected to be in effect in the periods in which the future income tax assets or liabilities are expected to be settled or realized.  The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs.  Potential future income tax assets are not recognized, as they are not considered more likely than not to be realized.



Loss Per Share



Loss per share is calculated based on the weighted average number of common shares issued and outstanding during the year.  The Company follows the treasury stock method in the calculation of diluted earnings per share. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period.  Since theCompany has losses, the exercise of outstanding stock options and warrants has not been included in this calculation as it would beantidilutive.  Information regarding securities that could potentially dilute basic earnings per share in the future is presented in Note 7.



On December 23, 2008 the Company consolidated its shares on a 10 to 1 basis.  As a result, the weighted average number of shares outstanding for the years 2008, 2007 and 2006 has been recalculated as if the shares had always been consolidated on a 10 for 1 basis.



Valuation of Equity Units Issued in Private Placements



The Company has adopted a pro rata basis method with respect to the measurement of shares and warrants issued as private placement units.  The pro rata basis method required each component to be valued at fair value and an allocation of the total proceeds received based on the pro rata relative values of the components.



The fair value of the common shares is based on the closing quoted bid price on the announcement date and the fair value of the common share purchase warrants is determined at the announcement date using the Black- Scholes pricing model. The fair value attributed to the warrants is recorded in contributed surplus.



Share Issue Costs



Share issue costs incurred on the issue of the Companys shares are charged directly to share capital.



Management Estimates and Measurement Uncertainty



The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported years. Significant estimates include the basis of impairment of mineral properties and future income taxes. Actual results could differ from those estimates.



---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES (continued)



Stock-based Compensation



Stock-based compensation is accounted for at fair value as determined by the
Black-Scholes option pricing model using amounts that are believed to approximate the volatility of the trading price of the Companys stock, the expected lives of awards of stock-based compensation, the fair value of the Companys stock and the risk-free interest rate.  For employees, the fair value of the options is measured at the date of the grant. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is complete or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable. The estimated fair value of awards of stock-based compensation is charged to expense over the period that it is earned, with offsetting amounts to contributed surplus.  If the stock-based compensation is for past services, it is expensed immediately.  If the stock-based compensation is forfeited, no amounts are charged to expense. If stock options are exercised then the fair value of the options is re-classed from contributed surplus to share capital.



Financial Instruments



The Company is required to designate its financial instruments into one of the following five categories: held for trading; available-for-sale; held to maturity; loans and receivables; and other financial liabilities. All financial instruments are to be initially measured at fair value. Financial instruments classified as held for trading or available-for-sale are subsequently measured at fair value with any change in fair value recorded in net earnings and other comprehensive income, respectively. All other financial instruments are subsequently measured at amortized cost.



The Company has designated its financial instruments as follows:

(i)

Cash and short-term investments are classified as Held-for-trading.Due to their short-term nature, their carrying value is equal to their fair value.

(ii)

Marketable securities are classified as Available-for-sale.  The fair value is obtained by reference to the closing bid price on the balance sheet date.

(iii)

Amounts receivable and deposits are classified as Loans and Receivables.These financial assets are recorded at values that approximate
their

amortized cost using the effective interest method.

(iv)

Accounts payable and accrued liabilities are classified as Other Financial Liabilities. These financial liabilities are recorded at values that

approximate their amortized cost using the effective interest method.

Comprehensive Income



Section 1530, Comprehensive Income,introduced the financial statement Statement of Comprehensive Income effective January 1, 2007 and provides guidance for the reporting and display of other comprehensive income. Comprehensive income represents the change in equity of an enterprise during a period from transactions and other events arising from non-owner sources including gains and losses arising on translation of self-sustaining foreign operations, gains and losses from changes in fair value of available for sale financial assets and changes in the fair value of the effective portion of cash flow hedging instruments.





---

PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)



3.

SIGNIFICANT ACCOUNTING POLICIES (continued)



General Standards on Financial Statement Presentation

CICA Handbook Section 1400, General Standards on Financial Statement Presentation, has been amendedto include requirements to assess and disclose a companys ability to continue as a going concern. Thechanges are effective for interim and annual financial statements beginning January 1, 2008. The adoption of this standard did not have an effect on the Company for the year ended December 31, 2008.



Accounting Changes

Effective January 1, 2007, the Company adopted the revised CICA Handbook Section 1506, Accounting Changes, which requires that: (a) a voluntary change in accounting principles can be made if, and only if, the changes result in more reliable and relevant information, (b) changes in accounting policies are accompanied with disclosures of prior period amounts and justification for the change and (c) for changes in estimates, the nature and amount of the change are disclosed (see Note 2).



Capital Disclosures



CICA Handbook Section 1535, Capital Disclosures, establishes standards for disclosing information aboutthe Company's capital and how it is managed. Under this standard the Company is required to disclosethe following, based on the information provided internally to the Company's key management personnel:



(i)       
qualitative information about its objectives, policies and processes for managing capital.
(ii)

summary quantitative data about what it manages as capital.
(iii)      whether during the period it complied with any externally imposed capital requirements to which itis subject.
(iv)      when the Company has not complied with such externally imposed capital requirements, theconsequences of such non-compliance.

This standard is effective for interim and annual financial statements beginning on January 1, 2008. Disclosures required by this standard are included in Note 9.



Financial Instruments Disclosures



In March 2007, the CICA issued Section 3862, Financial Instruments  Disclosures, and Section 3863, Financial Instruments  Presentation, which together comprise a complete set of disclosure and presentation requirements that revise and enhance current disclosure requirements.  Section 3862, requires disclosure of additional detail by financial asset and liability categories.  Section 3863, establishes standards for presentation of financial instruments and non-financial derivatives.  The standard deals with the classification of financial instruments, from the perspective of the issuer, between liabilities and equity, the classification of related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset. The adoption of this change on the disclosure in the financial statements did not have an effect on the Company for the year ended December 31, 2008.







---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





3.

SIGNIFICANT ACCOUNTING POLICIES (continued)



Recent Accounting Pronouncements



Goodwill and Intangible Assets



CICA Handbook Section 3064, Goodwill and Intangible Assets, establishes revised standards forrecognition, measurement, presentation and disclosure of goodwill and intangible assets. Concurrent withthe introduction of this standard, the CICA withdrew EIC 27, Revenues and Expenses, during the pre-operatingperiod. As a result of the withdrawal of EIC 27, companies will no longer be able to defer costsand revenues incurred prior to commercial production at new mine operations. The changes are effective forinterim and annual financial statements beginning January 1, 2009. The Company does not expect there to be an impactof the adoption of this change on the disclosure in its consolidated financial statements.





4.

SHORT-TERM INVESTMENTS



As at December 31, 2008 the Company did not hold any short-term investments.  As at December 31, 2007, the Company held short-term investments comprised of the following:

|                                                   |                   |  |            
|-------------------------------------------------- | ----------------- |  | -----------
|                                                   | December 31, 2007
|                                                   | Maturity          |  | Principal
$
|12 month term deposit
- 4.45% annual interest rate | August 13, 2008   |  | 1,400,000  





5.

MARKETABLE SECURITIES



At December 31, 2008, the Company held 100,000 (December 31, 2007  100,000) common shares of Astral Mining Corporation (Astral) which had a quoted market value of $5,000 (December 31, 2007 - $54,000).The Company has designated its marketable securities as financial assets available-for-sale and accordingly, changes to their fair value are recorded in other comprehensive income in the period they occur. The Company holds these marketable securities as a result of entering into an option agreement for its Walker Lane mineral property holdings (see Note 6 (f)). Management has determined that the decrease in fair value of Astral is other than temporary.  As a result a loss of $28,000 has been recorded in Other income (expenses).









---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)



6.

MINERAL PROPERTY INTERESTS



The schedule below summarizes all costs incurred to date for each mineral property interest that the Company is continuing to explore as at December 31, 2008 and 2007:



20082007Acquisition
Costs
$Exploration
Expenditures
$Total
$Acquisition
Costs
$Exploration
Expenditures
$Total
$ArgentinaMogote Property1,389,3091,583,8132,973,1221,389,3091,576,9032,966,212PeruCocha54,7111,386,7231,441,43428,7681,127,5271,156,295Laguna-733,862733,862179,37778,973258,350Mitu14,616137,336151,952-56,23556,235Other9,866405,288415,15450,66472,395123,059USAWalker Lane, Nevada---64,01021,13585,1451,468,5024,247,0225,715,5241,712,1282,933,1684,645,296




(a)

Mogote Property



The Company has exercised its option agreement with Golden Arrow Resources Corporation (Golden Arrow), a publicly traded company with common management, and has earned a 51% interest in eight mineral concessions, comprising 8,009 hectares (the Mogote Property), located in San Juan Province, Argentina.  The Company has issued a total of 1,650,000 common shares and incurred a minimum of US $1.25 million of exploration expenditures to fulfil the requirements to earn this 51% interest.



On May 14, 2007, the Company gave notice to Golden Arrow that it would not proceed with the additional expenditures required in order to earn an additional 24% interest.



(b)

Cocha Property



The Cocha property is located in the Department of Junin, Peru approximately 23km east of the city of Huancayo and 220km east of Lima.  Staked in 2006, the Cocha property was expanded from 2,400 to 7,060 hectares in 2007.  The Company holds a 100% interest in the property.



(c)         Mitu Property



The Mitu property is located in the Department of Junin, Peru approximately 155km northeast of Lima.  Acquired by direct staking the Company holds a 100% interest.



(d)         Other Properties



Included in other properties is the Acero Property and the Fuyani Property located in the Department of Cuzco, Peru.  The Acero Property and Fuyani Property are 1,700 hectares and 1,000 hectares, respectively, and the Company holds a 100% interest.





---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)



6.

MINERAL PROPERTY INTERESTS(continued)



(e)          
Laguna Project



On January 18, 2007, the Company signed a letter of intent to enter into an option agreement to acquire up to a 90% interest in the 11,250 hectare Laguna Gold Project in the Pasco Department of west central Peru.  The letter of intent was finalized in a definitive contract effective May 22, 2007.



In the first quarter of 2008 the Company terminated the option. Accordingly, the Company has written off $237,816 of acquisition costs capitalized to the property to date.



(f)

Walker Lane Properties



On June 9, 2006, the Company optioned the Walker Lane Properties in Nevada to Astral.  Under the terms of the agreement, Astral may earn up to an 80% undivided interest in the Walker Lane Properties.  An initial 65% interest in the properties may be earned by incurring US $2,500,000 in work expenditures over four years and issuing 500,000 common shares  to the Company (100,000 shares were received on August 4, 2006).  Astral may then elect to earn an additional 15% interest, by issuing a further 500,000 shares and completing a bankable feasibility study within three years.



During the year the Walker Lane Properties were dropped due to poor results.  Accordingly, the Company has written off $64,010 of acquisition costs capitalized to the property to date.



(g)

Junin and Humaro Properties



On October 1, 2007, the Company entered into two option agreements with Minera Phelps Dodge del Peru S.A.C. ("MPDP"), an indirect subsidiary of Freeport-McMoRan Copper & Gold Inc., to earn up to a 70% undivided interest in five exploration properties in Peru.  Four of these projects are located in the Junin and Huancavelica Departments, central Peru and one is located in the Arequipa Department of southern Peru.



In order to earn a 70% undivided interest in these projects, the Company must complete US$200,000 in exploration expenditures, including 1,500 metres of drilling, in each of the Junin group and Arequipa group of projects on or before September 14, 2009. MPDP has the right to claw-back a 30% interest (for a total 60% ownership interest) in each property 60 days after receiving notice that 1,500 metres of drilling has been completed.  No amounts have been capitalized to mineral properties and deferred costs to date.



During the third quarter of 2008, the Company decided to terminate these option agreements.





---

PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)

6.

MINERAL PROPERTIES(continued)



(h)          Loma Colorada Property



On December 21, 2007, the Company announced that it signed an agreement to option up to a 100% interest in the Loma Colorada porphyry copper-gold property.  This 1,100 hectare project is located in Ancash Department, 430 km northwest of Lima, Peru.

Under the terms of this Agreement, the Company may earn up to a 100% undivided interest in the Loma Colorada Property by incurring US $1,400,000 in exploration expenditures and making US $490,000 in cash payments to the vendor over a three year period. The Company can exercise this option (i) on or before the fourth anniversary year by making a further payment of US $2,500,000 and a 1% NSR or, alternatively, continue with the option for an additional 12-month period in exchange for a payment of US $400,000 and incurring a further US $3,000,000 in exploration expenditures; or (ii) at the beginning of the fifth anniversary the Company may continue with the option for up to a final 12-month period by making a payment of US $200,000 and funding a pre-feasibility study; or (iii) at the end of the fifth year by making a payment of US $5,000,000 and granting to the vendor a 2% NSR.  Each 1% NSR can be purchased by the Company for US $1,000,000.  No amounts have been capitalized to mineral properties and deferred costs to date.

During the third quarter of 2008, the Company decided to terminate this option agreement.



(i)          Toro Blanco, San Felipe and Sura Properties



On February 1, 2008, the Company signed an agreement with Geologix Explorations Inc. (Geologix) to earn up to a 70% interest in three gold properties located in the Huancavelica Department, Peru.



In order to earn an initial 51% undivided interest in these projects, the Company must complete US$3,800,000 in exploration expenditures on each of the properties, including a minimum of $100,000 exploration commitment during the first year. The Company may earn an additional 10% interest in each of these projects by completing a positive feasibility study on each property within three years of earning its 51% interest. A further 9% interest may be earned by the Company by placing the property into commercial production within six years of earning its initial interest, for an aggregate 70% interest in the property.



If the Company does not complete a positive feasibility study by the third anniversary, Geologix may elect to become operator and if it completes a positive feasibility study within two years, Geologix may earn an additional 11% interest and if it places the property into commercial production, an additional 10% for an aggregate 70% interest in the property.



During the third quarter of 2008, the Company decided to terminate this option agreement.







---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)



6.

MINERAL PROPERTIES(continued)



(j)         Golden Amera Resources Inc. Joint Venture



On June 30, 2007, the Company entered into a 50/50 joint venture with Golden Arrow to evaluate and acquire precious and base metal properties in Colombia. The joint venture hired an operations manager and retained contract exploration personnel.  The joint venture has not acquired any mineral properties to date, accordingly the Companys proportionate share of costs incurred have been recorded as general exploration expense.



On May 7, 2008, the Company gave notice that it was withdrawing from the Golden Amera Inc. Joint Venture Agreement and would not contribute further funds.



(k)        Cercana Porphyry Copper Project



On June 25, 2008, the Company announced it had entered into an option to acquire a 100% interest in the 1,075 hectare Cercana porphyry copper project.  The Cercana property is located 21 kilometres southeast of Arequipa city within the Southern Peru Porphyry Copper Belt.



The Cercana claims are held under an option to purchase contract with a private Peruvian company. The Company has the option to purchase 100% of the claims by making escalating payments over four years for a total $2,005,000 plus a 0.5% net smelter return (NSR) royalty. A finder's fee was paid of $5,000 in respect of this transaction.



During the third quarter of 2008, the Company decided to terminate this option agreement.









---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





7.

SHARE CAPITAL



|                                                       |              |  |           
|------------------------------------------------------ | ------------ |  | ----------
|Authorized - unlimited common shares without par value |              |  |           
|Issued - common shares                                 | Number       |  | $         
|Balance, December 31, 2005                             | 16,599,092   |  | 5,854,335 
|Private placements                                     | 3,647,000    |  | 1,629,450 
|Warrants valuation                                     | -            |  | (503,765) 
|Exercise of warrants                                   | 1,194,500    |  | 716,700   
|For agents fees                                       | 8,000        |  | 2,800     
|For mineral properties                                 | 300,000      |  | 126,000   
|Less share issue costs                                 | -            |  | (20,949)  
|Balance, December 31, 2006                             | 21,748,592   |  | 7,804,571 
|Private placements                                     | 11,700,000   |  | 4,095,000 
|Warrants valuation                                     | -            |  | (368,550) 
|For agents fees                                       | 157,444      |  | 49,141    
|For mineral properties                                 | 900,000      |  | 333,000   
|Less share issue costs                                 | -            |  | (425,253) 
|Balance, December 31, 2007                             | 34,506,036   |  | 11,487,909
|Private placements                                     | 7,340,000    |  | 1,027,600 
|Warrants valuation                                     | -            |  | (141,968) 
|Less share issue costs                                 | -            |  | (75,287)  
|Share consolidation on a 10 to 1 basis                 | (37,661,432) |  | -         
|Balance, December 31, 2008                             | 4,184,604    |  | 12,298,254



(a)

On December 23, 2008 the Company consolidated its shares on a 10 to 1 basis.  As a result, the number of shares consolidated were 37,661,432.



(b)

During the year ended December 31, 2008, the Company completed:



i)

a brokered private placement financing of 3,470,000 units at $0.14 per unit for gross proceeds of $485,800.  The financing was completed in two tranches of 3,320,000 units and 150,000 units on April 30, 2008 and June 12, 2008, respectively.  Each unit entitled the holder to acquire one common share and one half common share purchase warrant. Each full warrant entitles the holder thereof to purchase one additional common share in the capital of the Company at a price of $0.18 per share, expiring April 30, 2010. In addition to cash commissions and related costs of $67,670, the agents were granted 265,600 agents warrants in the first tranche and 12,000 agents warrants in the second tranche exercisable at $0.18 each, expiring on or before April 30, 2010 and June 12, 2010, respectively.



The fair value of warrants and agents warrants were as follows:



1)    
value assigned to 1,735,000 warrants was $62,506, less share issue costs of $8,704



2)    
value assigned to the 277,600 agents warrant was $10,658





---

PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





7.

SHARE CAPITAL(continued)



The Black-Scholes Pricing Model was used to value the warrants and agents warrants on a proportionate basis with the related shares.  The warrants were valued at $0.038 per warrant based on the following assumptions: dividend yield 0%, risk-free rate 2.74%, expected volatility 76% and expected life of 1.7 years.



ii)

a non-brokered private placement financing of 3,870,000 units at $0.14 per unit for gross proceeds of $541,800. The financing was completed on June 16, 2008. Each unit entitled the holder to acquire one common share and one half common share purchase warrant. Each full warrant entitles the holder thereof to purchase one additional common share in the capital of the Company at a price of $0.18 per share, expiring June 16, 2010.



The value assigned to 1,935,000 warrants was $79,462. The
Black-Scholes Pricing Model was used to value the warrants and agents warrants on a proportionate basis with the related shares.  The warrants were valued at $0.05 per warrant based on the following assumptions: dividend yield 0%, risk-free rate 3.26%, expected volatility 81% and expected life of 1.7 years.



(c)

During the year ended December 31, 2007, the Company completed:



i)

a brokered private placement financing of 11,700,000 units at $0.35 per unit for gross proceeds of $4,095,000.  The financing was completed in two tranches of 2,200,000 units and 9,500,000 units on April 12, 2007 and April 19, 2007, respectively.  Each unit is comprised of one common share and one half common share purchase warrant. Each full warrant entitles the holder thereof to purchase one additional common share in the capital of the Company at a price of $0.45 per share for two years from the close of the financing. In addition to cash commissions and related costs of $333,895, the agents were granted 930,800 agents warrants and 157,444 agents units. Each agents unit entitles the holder to acquire one common share and one half common share purchase warrant.  Each full agents warrant is exercisable for one share at a price of $0.45, for a period of two years from the close of the financing.



The fair value of warrants and agents warrants were as follows:



1)    
value assigned to 5,850,000 warrants was $326,492, net of warrant issue costs of $42,058



2)    
value assigned to the 1,009,523 agents warrants was $84,276



The Black-Scholes Option Pricing Model was used to value the warrants and agents warrants on a proportionate basis with the related shares.  The warrants were valued at
(tranche 1 - $0.075 per warrant: tranche 2 - $0.086 per warrant) based on the following assumptions: dividend yield 0%, risk-free rate 4.0%, expected volatility 55% and expected life of 12 months.





---

PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





7.

SHARE CAPITAL(continued)



(d)

During the year ended December 31, 2006, the Company completed:



i)

a private placement financing of 1,412,000 units at $0.60 per unit, for gross proceeds of $847,200.  Each unit is comprised of one common share and one non-transferable share purchase warrant.  Each warrant entitles the holder to purchase one additional common share at a price of $0.65 per share on or before January 30, 2008.  The fair value assigned to the warrants was $352,012 net of issue costs of $6,675.  The warrants were valued using the Black-Scholes Option Pricing Model at $0.25 per warrant on the following assumptions: dividend yield 0%, risk-free rate 4.0%, expected volatility 115% and expected life of 12 months.



ii)

a private placement financing of 2,235,000 units at $0.35 per unit, for gross proceeds of $782,250.  Each unit is comprised of one common share and one non-transferable share purchase warrant.  Each warrant entitles the holder to purchase one additional common share at a price of $0.45 per share on or before December 8, 2008.  In addition, the Company issued 48,000 agent's warrants at $0.45 and 8,000 agent's units at $0.35 per unit as a corporate finance fee.  There were also cash commissions and administration fees paid of $14,000.



The fair value of warrants and agents warrants were as follows:



1)

value assigned to 2,235,000 warrants was $142,378, net of issue costs of $2,670



2)

value assigned to the 48,000 agents warrants and the 8,000 warrants granted as a component of the agents units was $3,635



The Black-Scholes Option Pricing Model was used to value the warrants and agents warrants on a proportionate basis with the related shares.  The warrants and agents warrants were valued at $0.07 based on the following assumptions: dividend yield 0%, risk-free rate 4.0%, expected volatility 66% and expected life of 12 months.



At December 31, 2006, the Company has recorded a subscription receivable balance of $166,250 relating to proceeds from this private placement which had not been received at year end.  These proceeds were received in January 2007.



(e)

Stock options and stock-based compensation



The Company has established a rolling stock option plan (the "Plan"), in which the maximum number of common shares which can be reserved for issuance under the Plan is 10% of the issued and outstanding shares of the Company. The exercise price of the options is set at the Company's closing share price on the grant date, less allowable discounts in accordance with the policies of the TSX Venture Exchange.  The stock options granted during 2008 are subject to a four-month hold period and exercisable for a period of five years.  A summary of the Companys outstanding options at December 31, 2008, 2007 and 2006 and the changes for the years ended on those dates are presented below:





---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





7.

SHARE CAPITAL(continued)



200820072006Options
Outstanding
and
ExercisableWeighted
Average
Exercise
Price
$Options
Outstanding
and
ExercisableWeighted
Average
Exercise
Price
$Options
Outstanding
and
ExercisableWeighted
Average
Exercise
Price
$Balance,
beginning of year3,432,0000.531,824,5000.681,504,5000.70Granted5,0000.201,987,5000.39415,0000.60Exercised------Cancelled(3,262,000)0.53(380,000)0.56(75,000)0.75Forfeited(175,000)0.43--(20,000)0.60Balance, end of year--3,432,0000.531,824,5000.68




During fiscal 2008, the Company granted stock options with an exercise price of $0.20 per share to its employees to acquire 5,000 common shares (2007 - 1,987,500; 2006 - 414,500) and recorded stock-based compensation expense of $470 (2007 - $296,581; 2006 - $90,850).  The fair value of stock options granted is estimated on the dates of grants using the Black-Scholes Option Pricing Model with the following weighted average assumptions used for the grants made during the year:



200820072006Risk-free interest rate2.83%4.10%4.00%Estimated volatility86%82%97%Expected life2.8 years2.42 years2.5 yearsExpected dividend yield0%0%0%




The fair value per share of stock options granted in the year ended December 31, 2008, calculated using the Black-Scholes Option Pricing Model, was $0.09 per share.  Option-pricing models require the use of estimates and assumptions including the expected volatility.  Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measure of the fair value of the Company's stock options.



(f)

Warrants



A summary of the number of common shares reserved pursuant to the Companys outstanding warrants and agents warrants outstanding at December 31, 2008, 2007 and 2006 and the changes for the years ending on those dates is as follows:



2008
Number2007
Number2006
NumberBalance, beginning of year10,562,5233,703,0003,687,783Issued3,947,6006,859,5233,703,000Exercised--(1,194,500)Expired(3,703,000)-(2,493,283)Share consolidation(9,726,411)--Balance, end of year1,080,71210,562,5233,703,000








---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





7.

SHARE CAPITAL(continued)



Common shares reserved pursuant to warrants and agents warrants outstanding and exercisable at December 31, 2008 are as follows:



NumberExercise Price
$Expiry Date129,6964.50April 12, 2009556,2564.50April 19, 2009192,5601.80April 30, 20108,7001.80June 12, 2010193,5001.80June 18, 20101,080,7123.50






8.

RELATED PARTY TRANSACTIONS



The Company had engaged Grosso Group Management Ltd., (Grosso Group) to provide services and facilities to the Company.  The Grosso Group is a private company that is currently owned by IMA Exploration Inc. (IMA), Blue Sky Uranium Corp. (Blue Sky) and Golden Arrow Resources Corporation (Golden Arrow), each of which owns one share. The Grosso Group provides its shareholder companies with geological, corporate development, administrative and management services.  The shareholder companies pay monthly fees to the Grosso Group.  The fee is based upon a pro-rating of the Grosso Groups costs including its staff and overhead costs among each shareholder company with regard to the mutually agreed average annual level of services provided to each shareholder company.



The arrangement with the Grosso Group was terminated effective September 1, 2008.  During the year ended December 31, 2008, the Company incurred fees of $295,551 (2007 - $540,402) to the Grosso Group: $295,551 (2007 - $585,385) was paid in twelve monthly payments and $Nil is included in accounts receivable (2007 - $44,983 ) as a result of a review of the allocation of the Grosso Group costs to the member companies for the year.   In addition, included in other receivables, prepaids and deposits is a $9,152 (2007 - $95,000) deposit to the Grosso Group for the purchase of equipment and leasehold improvements and for operating working capital.



The President of the Company provides his services on a full-time basis under a contract with a private company controlled by the President for an annual fee of $87,500.  During the fiscal 2008, the Company paid $65,275 (2007 - $87,500) to the President and $22,225 was included in accounts payable (2007 - $Nil).  The contract also provides that, in the event the services are terminated without cause or upon a change in control of the Company, a termination payment would include eighteen months of compensation plus a bonus amount agreed to by the parties.



Effective May 1, 2007, the Company entered into an agreement with IMA to pay a monthly fee for the services provided by IMAs Chief Executive Officer who is a director of the Company.  The agreement may be terminated at any time by the Company upon 30 days written notice.  For fiscal 2008, the Company paid $9,000 to IMA for these services.





---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





8.

RELATED PARTY TRANSACTIONS(continued)



During the year the Company accrued consulting fees in the amount of $15,000 to a company controlled by a director of the Company.  The company controlled by this director also loaned $30,000 to the Company.  These amounts are included in accounts payable.



All of the related party transactions and balances in these consolidated financial statements arose in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.





9.

CAPITAL RISK MANAGEMENT



The Company views its equity as capital, and manages its issued share capital and share purchase warrants as such.  As the Company presently has no revenue, it principal source of funding is from the sale of common shares and exercise of share purchase warrants.  It is the Companys capital management objective to safeguard its ability to continue as a going concern so it may continue to carry on its business operations.



The Companys common shares are listed on the
TSX-V and Over-the-Counter Bulletin Board (OTCBB). The TSX-Vs and OTCBBs policies impose certain minimum capital requirements, limits how many options to grant, pricing of options and private placements upon the Company.  Management believes that the Company is in compliance with these externally imposed capital requirements.



Refer to Note 7 (Equity) for a description of changes in capital during 2008 and 2007.





10.

MANAGEMENT OF FINANCIAL RISK



The Companys financial instruments are exposed to certain risks, including currency, credit and metal price risk.



Currency Risk:  Business is transacted by the Company in a number of currencies.  Fluctuations in exchange rates may have a significant effect on the cash flows of the Company.  Future changes in exchange rates could materially affect the Companys results in either a positive or negative direction.



The Company has not hedged its exposure to currency fluctuations.  At  December 31, 2008, the Company is exposed to currency risk through the following assets and liabilities in US dollars and Peruvian Soles:



|                                           |                   |                  | 
|------------------------------------------ | ----------------- | ---------------- | 
|                                           | December 31, 2008
|                                           | US Dollar
$       | Peruvian Soles
$ | 
|Cash                                       | 6,585             | 528              | 
|Other receivables and prepaids             | -                 | 30,263           | 
|Accounts payable and accrued liabilities   | (190,447)         | (5,848)          | 
|                                           |                   |                  | 
|Foreign exchange rate at December 31, 2008 | 1.2180            | 0.3902           | 



Based on the net exposures as at December 31, 2008, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the US dollar and Peruvian Soles would have an insignificant impact insignificant in the Companys net earnings.





---











PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)

10.

MANAGEMENT OF FINANCIAL RISK (continued)



Credit Risk:Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and other receivables.  The Company limits its exposure to credit loss by placing its cash with major financial institutions.



Metal Price Risk: The Companys portfolio of properties has exposure to predominantly copper, silver and gold. The prices of these metals, especially copper, greatly affect the value of the Company and the potential value of its properties and investments.





11.

SEGMENTED INFORMATION



The Company is primarily involved in mineral exploration activities in Argentina and Peru.  The Company is in the exploration stage and, accordingly, has no reportable segment revenues or operating revenues for the years ended December 31, 2008 and 2007.



The Companys total assets are segmented geographically as follows:



|                   |                    |  |             |  |        |  |  |  |          
|------------------ | ------------------ |  | ----------- |  | ------ |  |  |  | ---------
|                   | December 31, 2008 
|                   | Corporate
Canada
$ |  | Argentina
$ |  | Peru
$ |  |  |  | Total
$  
|Current assets     | 42,676             |  | (52)        |  | 13,394 |  |  |  | 56,018   
|Mineral properties | -                  |  | 1,389,309   |  | 79,193 |  |  |  | 1,468,502
|                   | 42,676             |  | 1,389,257   |  | 92,587 |  |  |  | 1,524,520



|                   |                                     |  |             |  |         |  |            |  |        |  |           | 
|------------------ | ----------------------------------- |  | ----------- |  | ------- |  | ---------- |  | ------ |  | --------- | 
|                   | December 31, 2007
Restated  Note 2
|                   | Corporate
Canada
$                  |  | Argentina
$ |  | Peru
$  |  | Colombia
$ |  | USA
$  |  | Total
$  
|Current assets     | 1,774,401                           |  | 1,933       |  | 61,916  |  | 38,219     |  | -      |  | 1,876,469
|Mineral properties | -                                   |  | 1,389,309   |  | 258,809 |  | -          |  | 64,010 |  | 1,712,128
|                   | 1,774,401                           |  | 1,391,242   |  | 320,725 |  | 38,219     |  | 64,010 |  | 3,588,597





---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





12.

INCOME TAXES



The recovery of income taxes shown in the consolidated statements of operations and deficit differs from the amounts obtained by applying statutory rates to the loss before provision for income taxes due to the following:

|                                                                                                        |             |  |                        |  |                       
|------------------------------------------------------------------------------------------------------- | ----------- |  | ---------------------- |  | ----------------------
|                                                                                                        | 2008        |  | 2007
Restated  Note 2 |  | 2006
Restated  Note 2
|Statutory tax rate                                                                                      | 31.00%      |  | 34.12%                 |  | 34.12%                
|                                                                                                        | $           |  | $                      |  | $                     
|Loss for the year                                                                                       | (3,472,349) |  | (3,073,797)            |  | (2,122,366)           
|Provision for income taxes based on statutory
Canadian combined federal and provincial
income tax rates | (1,076,428) |  | (1,048,780)            |  | (724,151)             
|Differences in foreign tax rates                                                                        | 12,932      |  | 13,958                 |  | 30,315                
|Effect of statutory rate change                                                                         | 101,430     |  | -                      |  | -                     
|Non-deductible items                                                                                    | 660         |  | 162,902                |  | 228,677               
|Losses for which an income tax benefit
has not been recognized                                          | 961,406     |  | 871,920                |  | 465,159               
|                                                                                                        | -           |  | -                      |  | -                     



The significant components of the Companys future tax assets are as follows:



|                                          |             |  |                         
|----------------------------------------- | ----------- |  | ------------------------
|                                          | 2008
$      |  | 2007
Restated  Note 2
$
|Future income tax assets                  |             |  |                         
|Share and warrant issuance costs          | 88,402      |  | 108,518                 
|Mineral properties                        | 1,347,981   |  | 794,367                 
|Operating loss carryforward               | 2,091,815   |  | 1,642,767               
|                                          | 3,528,198   |  | 2,545,652               
|Valuation allowance for future tax assets | (3,528,198) |  | (2,545,652)             
|                                          | -           |  | -                       
|                                          |             |  |                         



The realization of income tax benefits related to these potential tax deductions is uncertain and cannot be viewed as more likely than not.  Accordingly, no future income tax assets have been recognized for accounting purposes in 2008 and 2007.





---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





12.

INCOME TAXES(continued)



The Company has Canadian non-capital loss carryforwards of $6,397,550 that may be available for tax purposes.  The losses expire as follows:

|            |          
|----------- | ---------
|Expiry Date | $        
|            |          
|2009        | 26,258   
|2010        | 195,857  
|2014        | 852,555  
|2015        | 1,219,352
|2026        | 1,081,390
|2027        | 1,485,734
|2028        | 1,536,404
|            | 6,397,550



At December 31, 2008, the Company had a net operating loss carryforward for Peru income tax purposes of approximately Cdn$1,385,000 (2007  Cdn$620,000) which, if not utilized to reduce Peru taxable income in future periods, expires through the year 2013. These available tax losses may only be applied to offset future taxable income from the Company's current Peru subsidiary.



At December 31, 2008, the Company had a net operating loss carryforward for Chile income tax purposes of approximately Cdn$76,000 (2007  Cdn$71,000) that may be available for tax purposes. These available tax losses may only be applied to offset future taxable income from the Company's current Chile subsidiary.





13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES



(a)

The financial statements of the Company have been prepared in accordance with Canadian GAAP which differ in certain material respects from US
GAAP.  Material differences between Canadian and US GAAP and their effect on the Companys consolidated financial statements are summarized in the tables below.



|                                            |  |   |         |        |                         
|------------------------------------------- |  | - | ------- | ------ | ------------------------
|                                            |  |   | 2008
$  |        | 2007
Restated  Note 2
$
|Consolidated balance sheets                 |  |   |         |        |                         
|                                            |  |   |         |        |                         
|Shareholders' equity                        |  |   |         |        |                         
|Balance per Canadian GAAP                   |  |   | 969,326 |        | 3,507,938               
|Accumulated other comprehensive income (ii) |  | - |         | 21,000
|Balance per US GAAP                         |  |   | 969,326 |        | 3,528,938               





---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)







13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(continued)



|                                                       |  |             |  |                          |  |                         
|------------------------------------------------------ |  | ----------- |  | ------------------------ |  | ------------------------
|                                                       |  | 2008
$      |  | 2007
Restated  Note 2
$ |  | 2006
Restated  Note 2
$
|Consolidated statements of operations                  |  |             |  |                          |  |                         
|Loss for the year under Canadian and US GAAP           |  | (3,472,349) |  | (3,073,797)              |  | (2,122,366)             
|Unrealized gains on available-for-sale securities (ii) |  | -           |  | 14,000                   |  | 7,000                   
|Comprehensive loss (iii)                               |  | (3,472,349) |  | (3,059,797)              |  | (2,115,366)             
|Basic and diluted loss per share under US GAAP         |  | ($0.90)     |  | ($1.00)                  |  | ($1.10)                 
|Weighted average number of common shares outstanding   |  | 3,852,576   |  | 3,061,599                |  | 1,916,912               



(i)

Mineral properties and exploration expenditures



During the year ended December 31, 2008, the Company changed its accounting policy relating to mineral property exploration expenditures and it now expenses exploration expenditures when incurred (see Note2).



(ii)

Marketable securities



For the 2006 fiscal year, the Company's marketable securities were classified as available-for-sale investments under US GAAP and carried at the lower of cost and market value for Canadian GAAP purposes.  Such investments are not held principally for the purpose of selling in the near term and, for US GAAP purposes, must have holding gains and losses reported as a separate component of shareholders equity until realized or until an other than temporary impairment in value occurs.  For fiscal 2007, the Company began recording holding gains and losses reported as a separate component of shareholders equity as required by Canadian
GAAP. Management has determined that the decrease in fair value of Astral is other than temporary.  As a result a loss of $28,000 has been recorded in Other income (expenses).



(iii)

Other Comprehensive Income



US GAAP requires that a statement of comprehensive income be displayed with the same prominence as other financial statements and that the aggregate amount of comprehensive income, excluding the deficit, be disclosed separately in shareholders equity.  Comprehensive income, which incorporates the net loss, includes all changes in shareholders equity during a period except those resulting from investments by and distributions to owners.  Effective January 1, 2007, the Company began recording comprehensive income as required by Canadian
GAAP.





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PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)





13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(continued)



(iv)

Income Tax



Under Canadian GAAP, future income tax assets are calculated based on enacted or substantively enacted tax rates applicable to future years.  Under US GAAP, only enacted rates are used in the calculation of deferred income taxes.  This difference in GAAP did not have any effect on the financial position or results of operations of the Company for the years ended December 31, 2008, 2007 and 2006.



Fair Value Measurements



In September 2006, FASB issued SFAS No. 157, Fair Value Measurements, which establishes a framework for measuring fair value. It also expands disclosures about fair value measurements.  This guidance is not effective until January 1, 2009.



Recently issued US GAAP accounting standards:



i) In December 2007, the FASB issued SFAS 160 a standard on accounting for noncontrolling interests and transactions with non-controlling interest holders in consolidated financial statements. The standard is converged with standards issued by the AcSB and IASB on this subject. This statement specifies that non-controlling interests are to be treated as a separate component of equity, not as a liability or other item outside of equity. Because non-controlling interests are an element of equity, increases and decreases in the parent's ownership interest that leave control intact are accounted for as capital transactions rather than as a step acquisition or dilution gains or losses. The carrying amount of the non-controlling interests is adjusted to reflect the change in ownership interests, and any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity attributable to the controlling interest.



This standard requires net income and comprehensive income to be displayed for both the controlling and the non-controlling interests. Additional required disclosures and reconciliations include a separate schedule that shows the effects of any transactions with the non-controlling interests on the equity attributable to the controlling interest.



The statement is effective for periods beginning on or after December 15, 2008. SFAS 160 will be applied prospectively to all non-controlling interests, including any that arose before the effective date. Management anticipates the adoption of this interpretation is not expected to have an effect on the Companys results of operations or financial position.



---



PANTHERA EXPLORATION INC.

(Formerly Amera Resources Corporation)

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

(Expressed in Canadian Dollars)







13.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY

ACCEPTED ACCOUNTING PRINCIPLES(continued)



ii)  In December 2007, the FASB issued a revised standard on accounting for business combinations, SFAS 141R. The major changes to accounting for business combinations are summarized as follows:

§

all business acquisitions would be measured at fair value.

§

the existing definition of a business would be expanded.

§

pre-acquisition contingencies would be measured at fair value.

§

most acquisition-related costs would be recognized as expense as incurred (they would no longer be part of the purchase consideration).

§

obligations for contingent consideration would be measured and recognized at fair      value at acquisition date (would no longer need to wait until contingency is settled).

§

liabilities associated with restructuring or exit activities be recognized only if they       meet the recognition criteria of SFAS 146, Accounting for Costs Associated with Exit  or Disposal Activities, as of the acquisition date.

§

non-controlling interests would be measured at fair value at the date of acquisition (i.e. 100% of the assets and liabilities would be measured at fair value even when an          acquisition is less than 100%).

§

goodwill, if any, arising on a business combination reflects the excess of the fair value of the acquiree, as a whole, over the net amount of the recognized identifiable assets   acquired and liabilities assumed. Goodwill is allocated to the acquirer and the             non-controlling interest.

§

in accounting for business combinations achieved in stages, commonly called step      acquisitions, the acquirer is to re-measure its pre-existing non-controlling equity          investment in the acquiree at fair value as of the acquisition date and recognize any     unrealized gain or loss in income.



The statement is effective for periods beginning on or after December 15, 2008.



14.

SUPPLEMENTARY CASH FLOW INFORMATION



Non-cash investing and financing activities were conducted by the Company during the years ended December 31, 2008, 2007 and 2006 as follows:

|                                                              |          |  |           |  |          
|------------------------------------------------------------- | -------- |  | --------- |  | ---------
|                                                              | 2008
$   |  | 2007
$    |  | 2006
$   
|Investing activities                                          |          |  |           |  |          
|Accounts payable for mineral properties                       | 50,426   |  | -         |  | -        
|Expenditures on mineral property interests and
deferred costs | (50,426) |  | (333,000) |  | (126,000)
|Shares issued for mineral properties                          | -        |  | 333,000   |  | 126,000  
|Proceeds on the optioning of mineral properties               | -        |  | -         |  | 33,000   
|Investment in marketable securities                           | -        |  | -         |  | (33,000) 
|                                                              | -        |  | -         |  | -        



|                                          |          |  |           |  |        
|----------------------------------------- | -------- |  | --------- |  | -------
|Financing activities                      |          |  |           |  |        
|Share and warrant issuance costs          | (10,658) |  | (133,417) |  | (6,435)
|Warrants                                  | 10,658   |  | 84,276    |  | 3,635  
|Shares issued for payment of agents fees | -        |  | 49,141    |  | 2,800  
|                                          | -        |  | -         |  | -      







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14.

SUPPLEMENTARY CASH FLOW INFORMATION(continued)



|                                   |         |  |          |  |         
|---------------------------------- | ------- |  | -------- |  | --------
|                                   | 2008
$  |  | 2007
$   |  | 2006
$  
|Change in non-cash working capital |         |  |          |  |         
|Other receivables and prepaids     | 229,935 |  | (99,133) |  | (21,100)
|Subscription receivable            | -       |  | 166,250  |  | -       
|Accounts payable                   | 424,109 |  | (36,303) |  | (25,312)
|                                   | 654,044 |  | 30,814   |  | (46,412)





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Exhibit 1.5



Certificate of Change of Name and Notice of Articles





-81-





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EXHIBIT 8.1





Organizational
Chart







PANTHERA
      EXPLORATION INC.
      (formerly Amera Resources Corporation)
      (Vancouver, British Columbia)
      (Registered in B.C. and a foreign entity registered in Argentina)Amera
      Argentina 
      Branch100%100%100%Amera Resources Chile Sociedad
    Contractual Minera (Chile) May 2005Amera Resources 
    (US) Inc.
    (Nevada)
    February 2005Amera Resources
    (BVI) Inc.
    (BVI)
    January 10, 2007100%Rescursos de los Andes
    S.A.C
    (Peru)
    September 2004






















-82-



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EXHIBIT 4.14



JVM MANAGEMENT LTD.

200  551 Howe Street

Vancouver, B.C., V6C 2C2





September 23, 2008





Mr. Nicolaos Cacos, President

Amera Resources Corporation

709  837 West Hastings

Vancouver, B.C., V6C 3N6





Dear Mr. Cacos:



The following sets forth an agreement (the Agreement) between JVM Management Ltd., hereinafter referred to as JVM and Amera Resources Corporation, hereinafter referred to as the Company. The Company hereby engages JVM as an advisor.



JVM will assist the Company as an advisor in connection with potential transactions involving the Company. For the purpose hereof, a Transaction shall mean re-organization, acquisition and/or similar transaction.



In connection with is engagement hereunder, JVM shall:



a.

review the business and operations of the Company and its historical and projected financial condition;



b.

propose alternatives for re-organizing the Company;



c.

identify potential parties to a Transaction and, if requested by the Company, contact such parties and/or their representatives and assist the Company in negotiations relating to a Transaction;



d.

evaluate and recommend financial and strategic alternatives with respect to a Transaction;



e.

advise the Company as to the timing, structure and pricing of a Transaction;



f.

provide such other advisory services as are customary for similar transaction and as may be mutually agreed upon by the Company and JVM.



Fee:

JVM shall receive a non-refundable advisory fee of $5,000 plus Goods and Services Taxes per month commencing October 1, 2008. JVM shall be reimbursed for its reasonable out of pocket expenses, including but not limited to travel and other expenses, incurred during the term of this agreement.



JVM shall invoice the Company for fees on the first day of each month and expenses will be invoiced monthly with all invoices becoming due upon receipt.







Initial JM / NC



-83-

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Duration and Term.This Agreement shall commence on October 1, 2008 and may be terminated on the earlier of (i) five days written notice to the Company, in the event that JVM becomes aware of (i) any change in the business or operations of the Company which JVM reasonably believes may adversely affect JVMs ability to render the services contemplated hereunder, (ii) any material misrepresentation by the Company with respect to the business operations, assets, condition (financial or otherwise), results of operations or prospect of the Company, or (iii) any material breach by the Company of its obligations under this Agreement. Any unpaid fees as a result of the termination of this Agreement shall become due and payable to JVM immediately.



The Company may terminate this agreement by giving JVM thirty day written notice.



Indemnification.The Company agrees to indemnify and hold harmless JVM, and their respective officers, directors and employees (collectively the Indemnified Parties) from and against any losses, claims, damages and liabilities, joint or several, related to or arising in any manner out of any transaction, proposal or any other matter (collectively, the Matters) contemplated by the Agreement hereunder, and will promptly reimburse the Indemnified Parties for all expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with the investigation or, preparation for, or defense of any pending or threatened claim related to or arising in any manner out of any Matter contemplated by this Agreement of any proceeding arising therefrom (the Proceedings) whether or not such Indemnified Party is a formal party to such Proceedings. The Company further agrees that it will not, without the prior written consent of JVM, settle compromise or consent to the entry of any judgment in any pending or threatened Proceedings in respect of which indemnification may be sought hereunder, unless such settlement, compromise or consent includes an unconditional release of JVM and each other Indemnified Party hereunder from all liability arising out of such Proceedings.



Relationship of the Parties.It is understood that JVM is acting as an advisor only, and shall have no authority to enter into any agreements, contracts or commitments on the Companys behalf, or to negotiate the terms of financing, or to hold any funds or securities in connection with financing.



Assignment.The Company may not assign the Agreement with the prior written consent of JVM which consent shall not unreasonably be withheld.



Limitation of Liability.The liability of JVM pursuant to this agreement  shall be limited to the aggregate fees received by JVM hereunder, which shall not include any liability.



Notice.  Notices to any party to this Agreement shall be in writing and may be delivered by mail or facsimile sent to the following addresses:



Amera Resources Corporation

709-837 West Hastings Street

Vancouver, B.C., V6C 3N6

Facsimile:  (604) 687-1858



JVM Management Ltd.

200-551 Howe Street

Vancouver, B.C., V6C 2C2

Facsimile:  (604) 683-4499

















Initial JM/NC



-84-



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Governing Law.This Agreement is and shall be deemed accepted in British Columbia and interpreted and enforced in accordance with the laws of British Columbia.



If you are in agreement with the foregoing, please execute and return one copy of this agreement to JVM.





Very truly yours,



JVM Management Ltd.



Per:     /s/  Jerry A. Minni



Jerry A. Minni, President



AGEED AND ACCEPTED BY

Amera Resources Corporation



Per:     /s/ Nikolaos Cacos





Mr. Nikolaos Cacos, President



-85-

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EXHIBIT 12.1



CERTIFICATION PURSUANT TO RULE 13A-14 (A) OF CHIEF EXECUTIVE OFFICER



I, Nikolaos Cacos, certify that:



1.

I have reviewed this annual report on Form 20-F of Panthera Exploration Inc. for the year ended December 31, 2008;



2.

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



3.

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



4.

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



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



b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;



c)  evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and



d)  disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting: and



5.

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



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



b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.



Date:  July 8, 2009



/s/ Nikolaos Cacos



Nikolaos Cacos

President, Chief Executive Officer and Director



-86-

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EXHIBIT 12.2



CERTIFICATION PURSUANT TO RULE 13A-14 (A) OF CHIEF
FINANCIALOFFICER



I, Michael Clark, certify that:



1.

I have reviewed this annual report on Form 20-F of Panthera Exploration Inc. for the year ended December 31, 2008;



2.

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



3.

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



4.

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



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



b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;



c)  evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and



d)  disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting: and



5.

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



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



b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting.



Date:  July 8, 2009



/s/ Michael Clark



Michael Clark

Acting Chief Financial Officer



-87-

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EXHIBIT 13.1



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report of Panthera Exploration Inc. (the "Company") on Form 20-F for the year ending December 31, 2008, as filed with the Securities and Exchange Commission (the "Report"), I, Nikolaos Cacos, President, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

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



(2)

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



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



Date:  July 8, 2009





/s/ Nikolaos Cacos



Nikolaos Cacos

Chief Executive Officer, President and Director











-88-



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EXHIBIT 13.2



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report of Panthera Exploration Inc. (the "Company") on Form 20-F for the year ending December 31, 2008, as filed with the Securities and Exchange Commission (the "Report"), I, Michael Clark, acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

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



(2)

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



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



Date:  July 8, 2009





/s/ Michael Clark



Michael Clark

Acting Chief Financial Officer











-89-



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[ex151002.gif]Exhibit 15.1



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We hereby consent to the incorporation in the Annual Report on Form 20-F of Panthera Exploration Inc. (the Company) for the year ended December 31, 2008 of our report dated April 10, 2009, relating to the Companys consolidated balance sheets as of May 31, 2008 and the related consolidated statements of operations and deficit and cash flows for the year ended December 31, 2008.







DATED July 9, 2009





/s/ MacKay LLP

By: MacKay LLP

Chartered Accountants



-90-