---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 20-F

 ̈ 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 MARCH 31, 2005

OR

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

EVOLVING GOLD CORP.(Exact
name of Registrant as specified in its charter)

CANADA(Jurisdiction of incorporation or
organization)

Suite 1200, 1188 West Georgia Street Vancouver,
British Columbia, Canada V6E 4A2(Address of principal executive
offices)

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

|Title of Each Class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|NONE                | NOT APPLICABLE                           

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

COMMON SHARES WITHOUT PAR VALUE(Title of
Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.NONE

Number of outstanding shares of the Companys only class of
capital stock as at March 31, 2005 (date of last audited financial statement
herein) was 7,350,100 Common Shares Without Par Value.

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 Registrant was
  required to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days. YES x  NO  ̈

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

Page 1 of 57Index to Exhibits on Page 55 and 56

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EVOLVING GOLD CORP.



FORM 20-F ANNUAL REPORT

TABLE OF CONTENTS

|          |                                                                                    | Page
|--------- | ---------------------------------------------------------------------------------- | ----
|          |                                                                                    |     
|          | Glossary                                                                           | 3   
|          |                                                                                    |     
|Part I    |                                                                                    |     
|          |                                                                                    |     
|Item 1.   | Identity of Directors, Senior
      Management and Advisors                        | 7   
|Item 2.   | Offer Statistics and Expected
      Timetable                                      | 7   
|Item 3.   | Key Information                                                                    | 7   
|Item 4.   | Information on the Company                                                         | 13  
|Item 5.   | Operating and Financial Review
      and Prospects                                 | 30  
|Item 6.   | Directors, Senior Management,
      and Employees                                  | 34  
|Item 7.   | Major Shareholders and Related
      Party Transactions                            | 39  
|Item 8.   | Financial Information                                                              | 41  
|Item 9.   | The Offer and Listing                                                              | 41  
|Item 10.  | Additional Information                                                             | 43  
|Item 11.  | Quantitative and Qualitative
      Disclosures About Market Risk                   | 53  
|Item 12.  | Description of Securities Other
      Than Equity Securities                       | 53  
|          |                                                                                    |     
|Part II   |                                                                                    |     
|          |                                                                                    |     
|Item 13.  | Defaults, Dividend Arrearages
      and Delinquencies                              | 53  
|Item 14.  | Material Modifications to the
      Rights of Security Holders and Use of Proceeds | 53  
|Item 15.  | Controls and Procedures                                                            | 53  
|Item 16.  | Reserved                                                                           | 54  
|Item 16A. | Audit Committee Financial Expert                                                   | 54  
|Item 16B. | Code of Ethics                                                                     | 54  
|Item 16C. | Principal Accountant Fees and
      Services                                       | 54  
|Item 16D. | Exemptions from the Listing
      Standards for Audit Committee                    | 55  
|Item 16E. | Purchases of Equity Securities
      by the Issuer and Affiliated Purchasers       | 55  
|          |                                                                                    |     
|Part III  |                                                                                    |     
|          |                                                                                    |     
|Item 17.  | Financial Statements                                                               | 55  
|Item 18.  | Financial Statements                                                               | 55  
|Item 19.  | Exhibits                                                                           | 55  

- 2 -

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GLOSSARY

|Term                                       | Definition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|adularia                                   | A mineral, potassium feldspar                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|AHL                                        | AHL Holdings Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|anorthosite                                | A plagioclase-rich intrusive
        rock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|arsenopyrite                               | A mineral composed of arsenic,
        iron and sulphur                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Award Date                                 | The date of the grant of a
        stock option in the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|BLM                                        | Bureau of Land Management,
        US Department of the Interior                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|brecciated                                 | A rock consisting of angular
        fragments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|CBCA                                       | Canadian Business Corporations
        Act                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|chalcopyrite                               | A mineral composed of copper,
        iron and sulphur                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|CNQ                                        | Canadian Quotation and Trading
        System                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Code                                       | Internal Revenue Code of 1986,
        as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Company                                    | Evolving Gold Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Crone Geophysics                           | Crone Geophysics and Exploration
        Limited Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|CSAMT                                      | Controlled
        Source Audio Magnetic Tellurics, a geophysical method used in mineral
        exploration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Dighem V                                   | A geophysical technique used
        for surveying                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Eligible Person                            | Any individual that
        fulfils the following criteria may be granted stock options under the
        Plan: (a) any full or part-time employee or officer, or insider of the
        Issuer or any of its subsidiaries; (b) any other person employed by a
        company or individual providing management services to the Issuer; (c)
        any other person or company engaged to provide ongoing consulting services
        for the Issuer or any entity controlled by the Issuer or (d) any individual
        engaged to provide services that promote the purchase or sale of the issued
        securities
|
|
|
|
|
|
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|EM                                         | Electromagnetic                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Evolving Gold                              | Evolving Gold Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|fracture fillings                          | A fracture in rock mass filled
        with another material                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|galena                                     | A mineral composed of lead
        and sulphur                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Geocore                                    | Geocore Exploration Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Geocore Option and
      Royalty Agreement | The agreement dated
        May 4, 2005 made between the Company and Geocore pursuant to which the
        Company was granted an option to acquire an initial 80% undivided interest
        in the Labrador Property and a further 20% undivided interest at a later
        date.                                                                                                                                                                                                                                                                                                                                       
|
|

- 3 -

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|Term                                    | Definition                                                                                                                                                                                                                                                      
|--------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                        |                                                                                                                                                                                                                                                                 
|gneiss                                  | A banded or foliated metamorphic
        rock, usually of the same composition as granite                                                                                                                                                                       
|                                        |                                                                                                                                                                                                                                                                 
|Golden Arc                              | Golden Arc Mining & Refining
        Inc., a Nevada Corporation                                                                                                                                                                                                 
|                                        |                                                                                                                                                                                                                                                                 
|Golden Arc Claims                       | The 37 unpatented mining claims
        initially staked by Golden Arc                                                                                                                                                                                          
|                                        |                                                                                                                                                                                                                                                                 
|Golden Sands                            | Golden Sands Exploration Inc.                                                                                                                                                                                                                                   
|                                        |                                                                                                                                                                                                                                                                 
|GOR                                     | Gross productions                                                                                                                                                                                                                                               
|                                        |                                                                                                                                                                                                                                                                 
|gossan                                  | An exposed, oxidized
        portion of a mineral vein, especially a rust-coloured outcrop of iron
        ore                                                                                                                                                  
|
|                                        |                                                                                                                                                                                                                                                                 
|induced polarization                    | A geophysical method used
        in mineral exploration                                                                                                                                                                                                        
|                                        |                                                                                                                                                                                                                                                                 
|IRS                                     | Internal Revenue Service                                                                                                                                                                                                                                        
|                                        |                                                                                                                                                                                                                                                                 
|Issuer                                  | Evolving Gold Corp.                                                                                                                                                                                                                                             
|                                        |                                                                                                                                                                                                                                                                 
|Labrador Property                       | A property located
        near the coast of northern Labrador, Canada, approximately 40 kilometres
        west-southwest of the village of Nain.                                                                                                              
|
|                                        |                                                                                                                                                                                                                                                                 
|Mineral Property 
      Agreement       | The agreement dated
        June 10, 2003 made between Zimtu and Jody Dahrouge, an unrelated individual,
        pursuant to which Mr. Dahrouge retained 1% NSR royalty on minerals other
        than diamonds and 1% GOR on diamonds from the Murray Property.
|
|
|                                        |                                                                                                                                                                                                                                                                 
|Murray Property                         | A property consisting
        of one mineral claim of 2,965 acres located 78 kilometres Northeast of
        Yellowknife in the Cameron River Area, Northwest Territories, Canada.                                                                              
|
|                                        |                                                                                                                                                                                                                                                                 
|Murray Property 
      Option Agreement | The agreement dated
        July 22, 2003, as amended on September 16, 2004, made between the Company
        and Zimtu pursuant to which the Company was granted an option to acquire
        a 70% undivided interest in the Murray Property.                 
|
|
|                                        |                                                                                                                                                                                                                                                                 
|Murray Report                           | Summary Report
        on the Murray Property dated September 3, 2003 prepared by independent
        consulting geologist Gary Vivian, P. Eng.                                                                                                               
|
|                                        |                                                                                                                                                                                                                                                                 
|NI 43-101                               | National Instrument 43-101
        Standards of Disclosure for Mineral Projects                                                                                                                                                                               
|                                        |                                                                                                                                                                                                                                                                 
|NSR                                     | Net smelter returns                                                                                                                                                                                                                                             
|                                        |                                                                                                                                                                                                                                                                 
|open space fillings                     | Minerals filling an open space
        in the earth or a rock mass.                                                                                                                                                                                             
|                                        |                                                                                                                                                                                                                                                                 
|Part XIII Tax                           | Canadian withholding tax.                                                                                                                                                                                                                                       
|                                        |                                                                                                                                                                                                                                                                 
|PFIC                                    | Passive foreign investment
        company                                                                                                                                                                                                                      
|                                        |                                                                                                                                                                                                                                                                 
|Plan                                    | Stock option plan of the Company
        dated September 28, 2004                                                                                                                                                                                               
|                                        |                                                                                                                                                                                                                                                                 
|Pulse EM survey                         | A time domain tool
        that uses large transmitting loops and a high power transmitter for surveying                                                                                                                                                        
|
|                                        |                                                                                                                                                                                                                                                                 
|pyrite, pyrrhotite                      | A mineral composed of iron
        and sulphur                                                                                                                                                                                                                  
|                                        |                                                                                                                                                                                                                                                                 
|QEF                                     | Qualified electing fund                                                                                                                                                                                                                                         

- 4 -

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|Term                                                 | Definition                                                                                                                                                                                                                                                        
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                     |                                                                                                                                                                                                                                                                   
|quartz                                               | A mineral composed of silica
        and oxygen                                                                                                                                                                                                                   
|                                                     |                                                                                                                                                                                                                                                                   
|Sante Fe                                             | Sante Fe Pacific Mining Inc.                                                                                                                                                                                                                                      
|                                                     |                                                                                                                                                                                                                                                                   
|SFAS 123                                             | Statement of Financial Accounting
        Standards No. 123 Accounting for Stock-Based                                                                                                                                                                           
|                                                     | Compensation                                                                                                                                                                                                                                                     
|                                                     |                                                                                                                                                                                                                                                                   
|SFAS 145                                             | Statement of Financial
        Accounting Standards no. 145 Recission of FASB Statements No.4,
        44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections                                                                                 
|
|                                                     |                                                                                                                                                                                                                                                                   
|silica                                               | A element, occasionally used
        to reer to the mineral, quartz                                                                                                                                                                                               
|                                                     |                                                                                                                                                                                                                                                                   
|stockworks                                           | A pattern of closely
        spaced fractures in rock, commonly filled with minerals of economic value                                                                                                                                                            
|
|                                                     |                                                                                                                                                                                                                                                                   
|Tax Act                                              | Income Tax Act(Canada)                                                                                                                                                                                                                                            
|                                                     |                                                                                                                                                                                                                                                                   
|Treaty                                               | The Canada-U.S.
        Income Tax Convention (1980) as amended by the Protocols signed on June
        14, 1983, March 28, 1984, March 17, 1995 and July 29, 1997.                                                                                               
|
|                                                     |                                                                                                                                                                                                                                                                   
|troctolitic                                          | A mafic igneous rock                                                                                                                                                                                                                                              
|                                                     |                                                                                                                                                                                                                                                                   
|U.S. Holder                                          | A holder of common
        shares in the Company and is at all relevant times resident in the United
        States of America.                                                                                                                                   
|
|                                                     |                                                                                                                                                                                                                                                                   
|U.S. Taxpayer                                        | An individual who
        is a citizen or resident of the United States of America or a domestic
        corporation.                                                                                                                                             
|
|                                                     |                                                                                                                                                                                                                                                                   
|Underlying Option Agreement                          | The option and royalty
        agreement dated March 22, 2004, made between AHL and Golden Arc.                                                                                                                                                                   
|
|                                                     |                                                                                                                                                                                                                                                                   
|veining                                              | A fracture filled with a mineral
        usually of economic value                                                                                                                                                                                                
|                                                     |                                                                                                                                                                                                                                                                   
|VLF-EM survey                                        | Very low frequency electromagnetic
        survey                                                                                                                                                                                                                 
|                                                     |                                                                                                                                                                                                                                                                   
|Winnemucca Mountain Property                         | A property consisting
        of 272 mining claims located in Humboldt County, Nevada                                                                                                                                                                             
|
|                                                     |                                                                                                                                                                                                                                                                   
|Winnemucca Option                                    | The option granted
        to the Company with respect to the Winnemucca Mountain Property under
        the Option and Royalty Agreement                                                                                                                         
|
|                                                     |                                                                                                                                                                                                                                                                   
|Winnemucca Option
      and Royalty 
      Agreement | The agreement dated
        December 3, 2004 made among the Company, Golden and AHL, as amended on
        January 7, 2005 and February 25, 2005, pursuant to which the Company was
        granted an option to acquire 100% in the Winnemucca Mountain Property.
|
|
|                                                     |                                                                                                                                                                                                                                                                   
|Zimtu                                                | International Zimtu Technologies
        Inc., a related public company                                                                                                                                                                                           

- 5 -

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INTRODUCTION

Evolving Gold Corp. (Evolving Gold, the
Company or the Issuer) was incorporated under the Canada
Business Corporations Act (CBCA) on June 19, 2003 under the name
6109527 Canada Ltd. On September 30, 2003, the Company amended its Articles and
changed its name to Evolving Gold Corp.

BUSINESS OF EVOLVING GOLD CORP.

Evolving Gold is principally a mineral company engaged in the
acquisition and exploration of mineral properties. The Issuers properties have
no known proven reserves of minerals. The Issuer does not have any commercially
producing mines or sites, nor is the Issuer in the process of opening any
commercial mines or sites. The Issuer has not reported any revenue from
operations since incorporation. As such, the Issuer is defined as an
exploration-stage company.

FINANCIAL AND OTHER INFORMATION

In this Annual Report, unless otherwise specified, all dollar
amounts are expressed in Canadian Dollars (CDN$ or $). The Government of
Canada permits a floating exchange rate to determine the value of the Canadian
Dollar against the U.S. Dollar (US$).

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking
statements principally in ITEM #4, Information on the Company and ITEM #5,
Managements Discussion and Analysis of Financial Condition and Results of
Operations. These statements may be identified by the use of words like plan,
expect, aim, believe, project, anticipate, intend, estimate,
will, should, could and similar expressions in connection with any
discussion, expectation, or projection of future operating or financial
performance, events or trends. In particular, these include statements about the
Issuers strategy for growth, property exploration, mineral prices, future
performance or results of current or anticipated mineral production, interest
rates, foreign exchange rates, and the outcome of contingencies, such as
acquisitions and/or legal proceedings.

Forward-looking statements are based on certain assumptions and
expectations of future events that are subject to risks and uncertainties. The
material risks that could cause our future operating or financial performance to
differ from our expectations are identified in Item 3 of this Form 20-F under
the heading Risk Factors. We have obligations under the federal securities
laws to disclose material progress related to previously disclosed
information.

- 6 -

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PART I

ITEM 1. Identity of Directors, Senior Management and
Advisors

 No Disclosure Necessary 

ITEM 2. Offer Statistics and Expected Timetable.

 No Disclosure Necessary 

ITEM 3. KEY INFORMATION.

3.A.1. Selected Financial Data

3.A.2. Selected Financial Data

The selected financial data of the Company for Fiscal 2005
ended March 31 was derived from the financial statements of the Company that
have been audited by Amisano Hanson, independent Chartered Accountants, as
indicated in their audit reports, which are included elsewhere in this Annual
Report. The selected financial data should be read in conjunction with the
financial statements and other financial information included elsewhere in this
Annual Report.

The Company has not declared any dividends since incorporation
and does not anticipate that it will do so in the foreseeable future. The
present policy of the Company is to retain all available funds for use in its
operations and the expansion of its business.

Table No. 3 is derived from the financial statements of the
Company, which have been prepared in accordance with Canadian Generally Accepted
Accounting Principles (GAAP) and Canadian/USA Generally Accepted Auditing
Standards (GAAS). All material numerical differences between Canadian GAAP and
US GAAP, as applicable to the Company, are described in footnotes to the
financial statements.

Table No. 3 Selected Financial Data (CDN$ in 000,
except per share data)

|                               | Year Ended |   | Period Ended |  
|------------------------------ | ---------- | - | ------------ | -
|                               | 3/31/05    |   | 3/31/04      |  
|CANADIAN GAAP                  |            |   |              |  
|Revenue                        | Nil        |   | Nil          |  
|Income (Loss) for the Period   | $(402      | ) | ($152        | )
|Basic Income (Loss) Per Share  | $(0.07     | ) | N/A          |  
|Dividends Per Share            | Nil        |   | Nil          |  
|Wtg. Avg. Shares (000)         | 5,601      |   | 0.1          |  
|Period-end Shares (000)        | 7,350      |   | 0.1          |  
|                               |            |   |              |  
|Working Capital                | $(144      | ) | $127         |  
|Mineral Properties             | $216       |   | $27          |  
|Long-Term Debt                 | Nil        |   | Nil          |  
|Capital Stock                  | $499       |   | $0.001       |  
|Shareholders Equity (Deficit) | $72        |   | $154         |  
|Total Assets                   | $223       |   | $170         |  

- 7 -

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|                     | Year Ended |   | Period Ended |  
|-------------------- | ---------- | - | ------------ | -
|                     | 3/31/05    |   | 3/31/04      |  
|US GAAP              |            |   |              |  
|Net Loss             | $(591      | ) | ($179        | )
|Loss Per Share       | ($0.11     | ) | N/A          |  
|Mineral Properties   | Nil        |   | Nil          |  
|Shareholders Equity | $(143      | ) | $127         |  
|Total Assets         | 7          |   | $143         |  

|(1) | Cumulative Net Loss since incorporation through March
        31, 2005 under US GAAP was ($(770,476).                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                  
|(2) | a) Under US GAAP, options granted to non-employees
        as compensation for services provided are fair valued and an expense recorded.
        
        b) Under SEC interpretation of US GAAP, all costs related to exploration-stage
        properties are expensed in the period incurred.

3.A.3. Exchange Rates

In this Annual Report, unless otherwise specified, all dollar
amounts are expressed in Canadian Dollars (CDN$). The Government of Canada
permits a floating exchange rate to determine the value of the Canadian Dollar
against the U.S. Dollar (US$).

Table No. 4 sets forth the exchange rates for the Canadian
Dollar at the end of the fiscal year ended March 31, 2005 the average rates for
the period, and the range of high and low rates for the period. The data for
each month during the most recent nine months is also provided along with the
data for the fiscal quarter ended June 30, 2005.

For purposes of this table, the rate of exchange means the noon
buying rate for cable transfers in foreign currencies by the Bank of Canada. The
table sets forth the number of Canadian Dollars required under that formula to
buy one U.S. Dollar. The average rate means the average of the exchange rates on
the last day of each month during the period.

Table No. 4 
  U.S. Dollar

|Period                             | Average | High | Low  | Close
|---------------------------------- | ------- | ---- | ---- | -----
|                                   |         |      |      |      
|August 2005                        | 1.20    | 1.21 | 1.20 | 1.20 
|July 2005                          | 1.22    | 1.22 | 1.22 | 1.22 
|June 2005                          | 1.24    | 1.25 | 1.24 | 1.24 
|May 2005                           | 1.26    | 1.26 | 1.25 | 1.25 
|April 2005                         | 1.24    | 1.24 | 1.23 | 1.24 
|March 2005                         | 1.22    | 1.22 | 1.21 | 1.22 
|February 2005                      | 1.24    | 1.24 | 1.24 | 1.24 
|January 2005                       | 1.23    | 1.23 | 1.22 | 1.23 
|December 2004                      | 1.22    | 1.22 | 1.21 | 1.22 
|                                   |         |      |      |      
|Fiscal Quarter Ended June 30, 2005 | 1.24    | 1.24 | 1.23 | 1.23 
|                                   |         |      |      |      
|Fiscal Year Ended March 31, 2005   | 1.23    | 1.23 | 1.22 | 1.23 

3.B. Capitalization and Indebtedness

No disclosure necessary

- 8 -

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3.C. Reasons For The Offer And Use Of Proceeds

No disclosure necessary

3.D. Risk Factors

Risks Related to the Company

Cumulative Unsuccessful Exploration Efforts By Evolving Gold
Personnel Could Result In the Company Having to Cease Operations

The expenditures to be made by Evolving Gold in the exploration
of its properties as described herein may not result in discoveries of
mineralized material in commercial quantities. Most exploration projects do not
result in the discovery of commercially mineable ore deposits and this
occurrence could ultimately result in Evolving Gold having to cease
operations.

Evolving Gold Has No Reserves on the Properties in Which It
Has an Interest and If Reserves Are Not Defined the Company Could Have to Cease
Operations

The properties in which Evolving Gold has an interest or the
concessions in which Evolving Gold has the right to earn an interest are in the
exploratory stage only and are without a known body of ore. If Evolving Gold
does not ultimately find a body of ore, it would have to cease operations.

Evolving Gold Has Minimal Positive Cash Flow and No Recent
History of Significant Earnings and Is Dependent Upon Public and Private
Distributions of Equity to Obtain Capital in Order to Sustain Operations. Public
distributions of capital result in dilution to existing shareholders

None of the Issuers properties have advanced to the commercial
production stage and the Issuer has no history of earnings or positive cash flow
from operations. The cumulative net loss since the Issuers inception of the
exploration stage, according to U.S. GAAP, is $770,476. The Issuer does not know
if it will ever generate material revenue from mining operations or if it will
ever achieve self-sustaining commercial mining operations. Historically, the
only source of funds available to the Issuer has been through the sale of its
common shares. Any future additional equity financing would cause dilution to
current stockholders. Management has no current plans to enter into any debt
obligations and plans to meet all capital requirements through the issuance of
the Issuers capital stock.

Evolving Gold currently has 835,000 share purchase options
outstanding and 1,282,742 share purchase warrants outstanding. If all of the
share purchase options and share purchase warrants were exercised, the number of
common shares issued and outstanding would increase from 8,562,842 (as of
September 28, 2005) to 10,680,584. This represents an increase of 25% in the
number of shares issued and outstanding and would result in dilution to current
shareholders.

The Risks Associated with Penny Stock Classification Could
Affect the Marketability of the Common Stock of Evolving Gold And Shareholders
Could Find It Difficult to Sell Their Stock

The Issuers stock is subject to penny stock
  rules as defined in 1934 Securities and Exchange Act rule 3a51-1. The Commission
  has adopted rules that regulate broker-dealer practices in connection with transactions
  in penny stocks. The Issuers common shares are subject to these penny
  stock rules. Transaction costs associated with purchases and sales of penny
  stocks are likely to be higher than those for other securities. Penny stocks
  generally are equity securities with a price of less than U.S. $5.00 (other
  than securities registered on certain national securities exchanges or quoted
  on the NASDAQ system, provided that current price and volume information with
  respect to transactions in such securities is provided by the exchange or system).

- 9 -

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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 that provides information about penny stocks and the
  nature and level of risks in the penny stock market. 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. The bid and offer quotations, and the broker-dealer
  and salesperson compensation information, must be given to the customer orally
  or in writing prior to effecting the transaction and must be given to the customer
  in writing before or with the customers confirmation.

In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such 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 disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the
Companys common shares in the United States and shareholders may find it more
difficult to sell their shares.

Evolving Gold is Dependent on Key Personnel and the Absence
of Any of These Individuals Could Result in the Company Having to Cease
Operations

While engaged in the business of exploiting mineral properties,
the nature of Evolving Golds business, its ability to continue its exploration
of potential exploration projects, and to build a competitive edge in the
marketplace, depends, in large part, on its ability to attract and maintain
qualified key management personnel. Competition for such personnel is intense
and the Company may not be able to attract and retain such personnel. Evolving
Golds growth will depend, on the efforts of its Senior Management, particularly
its President and Chief Executive Officer, Lawrence Dick and its Corporate
Secretary and Chief Financial Officer, Mr. Warren McIntyre. We do not carry key
person insurance on senior management and other personnel.

Evolving Golds Directors may have a Conflict of Interest
with the Company as such Directors or Senior Management also Serve on Boards of
Companies in the same Industry as the Company

Directors of the Company also serve as directors of other
similar companies involved in natural resource development. Accordingly, it may
occur that properties will be offered to both the Issuer and such other
companies. Furthermore, those other companies may participate in the same
properties as those in which the Issuer has an interest. As a result, there may
be situations which involve a conflict of interest. In that event, the directors
would not be entitled to vote at meetings of directors which evoke any such
conflict. The directors will attempt to avoid dealing with such other companies
in situations where conflicts might arise and will at all times use their best
efforts to act in the best interests of the Issuer. If the directors fail to do
so, however, there could be material adverse consequences to the Issuer, its
business and results of operations.

Dilution Through Employee/Director/Consultant Options Could
Adversely Affect Evolving Golds Stockholders

Because the success of Evolving Gold is highly dependent upon
its respective employees, the Company has granted to some or all of its key
employees, Directors and consultants options to purchase common shares as
non-cash incentives. To the extent that significant numbers of such options may
be granted and exercised, the interests of the other stockholders of the Company
may be diluted. There are currently 835,000 share purchase options outstanding,
which, if exercised, would result in an additional 835,000 common shares being
issued and outstanding. (For a breakdown of dilution, refer to the risk factor
entitled: Evolving Gold Has Minimal Positive Cash Flow and No Recent History of
Significant Earnings and Is Dependent upon Public and Private Distributions of
Equity to Obtain Capital in Order to Sustain Operations. Public distributions of
capital result in dilution to existing shareholders)

U.S. Investors May Not Be Able to Enforce Their Civil
Liabilities against Us or Our Directors, Controlling Persons and
Officers

It may be difficult to bring and enforce suits against Evolving
  Gold. The Issuer is a corporation incorporated in Canada under the CBCA. A majority
  of the Issuers directors must be residents of Canada, and all or substantial
  portions of their assets are located outside of the United States, predominately
  in Canada. As a result, it may be difficult for U.S. holders of our common shares
  to affect service of process on these persons within the United States or to
  realize in the United States upon judgments rendered against them. In addition,
  a shareholder should not assume that the courts of Canada (i) would enforce
  judgments of U.S. courts obtained in actions against us or such persons 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 us or such persons predicated upon the U.S. federal securities laws
  or other laws of the United States.

- 10 -

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However, U.S. laws would generally be enforced by a Canadian
  court provided that those laws are not contrary to Canadian public policy, are
  not foreign penal laws or laws that deal with taxation or the taking of property
  by a foreign government and provided that they are in compliance with applicable
  Canadian legislation regarding the limitation of actions. Also, a Canadian court
  would generally recognize a judgment obtained in a U.S. Court except, for example:

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.

As a foreign private issuer, Evolving Gold is exempt from
the Section 14 proxy rules and Section 16 of the 1934 Securities Act May Result
in Shareholders Having Less Complete and Timely Data

The submission of proxy and annual meeting of shareholder information
  (prepared to Canadian standards) on Form 6-K may result in shareholders having
  less complete and timely data. The exemption from Section 16 rules regarding
  sales of common shares by insiders may result in shareholders having less data.
  This data includes:

1.           
  Insider trading data disclosed on Canadian regulatory websites is different.

2.           
  U.S. companies have specified content and filing requirements regarding disclosures
  to shareholders for the annual meeting and Canadian regulations specify a modestly
  different content.

3.           
  Canadian interim financial statements are not necessarily prepared according
  to U.S. GAAP.

4.           
  The filing deadlines for foreign private issuers are different than for U.S.
  issuers.

Evolving Golds Possible Foreign Investment Company Status
Has Consequences for U.S. Investors

Potential investors who are U.S. taxpayers should be aware that
  the Company could be considered a passive foreign investment company (PFIC)
  for U.S. tax purposes for the fiscal year ended March 31, 2005. If the Company
  is a PFIC for any year during a U.S. taxpayers holding period, then such
  U.S. taxpayer generally will be required to treat any so-called excess
  distribution received on its common shares, or any gain realized upon
  a disposition of common shares, as ordinary income and to pay an interest charge
  on a portion of such distribution or gain, unless the taxpayer makes a qualified
  electing fund (QEF) election or a mark-to-market election
  with respect to the shares of the Company.

- 11 -

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In certain circumstances, the sum of the tax and the interest
  charge may exceed the amount of the excess distribution received, or the amount
  of proceeds of disposition realized, by the taxpayer. A U.S. taxpayer who makes
  a QEF election generally must report on a current basis its share of the Companys
  net capital gain and ordinary earnings for any year in which the Company is
  a PFIC, whether or not the Company distributes any amounts to its shareholders.
  A U.S. taxpayer who makes the mark-to-market election generally must include
  as ordinary income each year the excess of the fair market value of the common
  shares over the taxpayers tax basis therein. See also Item 10E United
  States Tax Consequences.

Risks Related to the Industry

Operating Hazards and Risks Associated with the Mining
Industry Could Result in Evolving Gold Having to Cease Operations

Resource exploration activities generally involve a high degree
of risk. Hazards such as unusual or unexpected formations and other conditions
are involved. Operations in which the Issuer has a direct or indirect interest
will be subject to all the hazards and risks normally incidental to exploration
for precious and base metals, any of which could result in work stoppages,
damage to or destruction of exploration facilities, damage to life and property,
environmental damage and legal liability for any or all damage. Evolving Gold
may become subject to liability for cave-ins and other hazards for which it
cannot insure or against which it may elect not to insure where premium costs
are disproportionate to the Companys perception of the relevant risks. The
payment of such insurance premiums and of such liabilities would reduce the
funds available for exploration activities and could force Evolving Gold to
cease operations.

The Amount of Capital Necessary to Meet All Environmental
Regulations Associated with the Exploration Programs of the Issuer Could Be In
An Amount Great Enough to Force Evolving Gold to Cease Operations

The current and anticipated future operations of the Issuer,
including further exploration activities require permits from various Federal
and Provincial governmental authorities in Canada. (Evolving Gold has the
required permissions to enable it to engage in exploration work consisting of
rock sampling and geophysical mapping. Work was scheduled to be carried out on
or before July 22, 2005, however, work remains outstanding and further work
commitments will be made by the Company. Such operations are subject to various
laws governing land use, the protection of the environment, production, exports,
taxes, labour standards, occupational health, waste disposal, toxic substances,
mine safety and other matters. Unfavourable amendments to current laws,
regulations and permits governing operations and activities of resource
exploration companies, or more stringent implementation thereof, could have a
materially adverse impact on the Company and cause increases in capital
expenditures which could result in a cessation of operations by the Company.

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

Environmental regulations which impact work on the Murray
Property include filing a safety plan, a spill contingency plan and an emergency
evacuation procedure. Management has delayed completion of such plans as they
negotiate work commitments on the Murray Property.

Large increases in capital expenditures resulting from any of
the above factors could force Evolving Gold to cease operations.

- 12 -

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Mineral Prices May Not Support Corporate Profit for Evolving
Gold

The resource exploration industry is intensely competitive and
even if commercial quantities of mineral resources are found (which is not
guaranteed), a profitable market may not exist for the sale. If a profitable
market does not exist, Evolving Gold may have to cease operations.

ITEM 4. INFORMATION ON THE COMPANY

4.A. History of the Company

Incorporation and Name Changes

The Company was incorporated under the CBCA on June 19, 2003 as
6109527 Canada Ltd. On September 30, 2003, the Company changed its name to
Evolving Gold Corp. The Companys registered office is c/o its solicitors, Lang
Michener LLP, 1500  1055 West Georgia Street, PO Box 11117, Vancouver, British
Columbia, Canada, V6E 4N7, telephone number (604) 689-9111. The Companys
principal place of business is Suite 1200, 1188 West Georgia Street, Vancouver,
British Columbia, V6E 4A2, telephone number (604) 685-6375 and facsimile number
(604) 669-2960. The Companys website address is www.evolvinggold.comand e-mail address is info@evolvinggold.com. The Companys contact person is
Mr. Lawrence Dick, President and Chief Executive Officer. The Issuers fiscal
year ends March 31.

The Company received a final receipt for its initial prospectus
offering and became a reporting issuer in the Provinces of Alberta, British
Columbia and Ontario, Canada on May 14, 2004. On June 9, 2004, the Company
received the approval of the Canadian Trading and Quotation System Inc. (the
CNQ) for the listing of its common shares on the CNQ, under stock
symbol GOLD. The Company officially began trading on the CNQ on June 14, 2004.
The shares of the Company began trading on the Over-The-Counter Bulletin Board
Quotation System under the symbol EVOGF on July 25, 2005.

The Issuer has unlimited common shares without par value
authorized. As at March 31, 2005, the end of the Companys most recent fiscal
year, there were 7,350,100 common shares issued and outstanding. As at June 30,
2005, the end of the Companys most recently completed fiscal quarter, there
were 7,782,842 common shares issued and outstanding. As of September 28, 2005,
there were 8,562,842 common shares issued and outstanding.

Share Issuances

The Company has financed its operations through funds raised in
loans, public/private placements of common shares, shares issued for property,
shares issued in debt settlements, and shares issued upon exercise of stock
options and share purchase warrants. The following table shows the monies raised
by the Company as at August 31, 2005:

|Nature of Share Issuance         | Number of Shares |  | Amount     | 
|-------------------------------- | ---------------- |  | ---------- | 
|                                 |                  |  |            | 
|Issue of Common Shares (1)       | 100              |  | $100       | 
|Exercise of Special Warrants (2) | 5,750,000        |  | $286,500   | 
|Exercise of Special Warrants (3) | 200,000          |  | $10,000    | 
|Exercise of Special Warrants (4) | 200,000          |  | $10,000    | 
|Issue of Common Shares (5)       | 400,000          |  | $64,000    | 
|Issue of Common Shares (6)       | 600,000          |  | $96,000    | 
|Issue of Common Shares (7)       | 200,000          |  | $32,000    | 
|Issue of Common Shares (8)       | 432,742          |  | $285,610   | 
|Exercise of Warrants (9)         | 40,000           |  | $10,000    | 
|Exercise of Options (10)         | 50,000           |  | $17,000    | 
|Issue of Common Shares (11)      | 400,000          |  | $228,000   | 
|Issue of Common Shares (12)      | 290,000          |  | $145,000   | 
|Total                            | 8,562,842        |  | $1,184,210 | 

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|(1)  | These shares were issued to Alicia Cumming and Zimtu,
        the founders of the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2)  | The Company issued 1,400,000 Series A
        Special Warrants at $0.01 per warrant for proceeds of $14,000. The Company
        issued 3,250,000 Series B Special Warrants at $0.05 per warrant
        for total proceeds of $162,500. The Company issued 1,100,000 Series F
        Special Warrants at $0.10 per warrant for total proceeds of $110,000.
        Each Series A, B and F Special Warrant
        is exchangeable into one common share of the Company on or before the
        fifth day after the regulatory authorities of British Columbia, Alberta
        and Ontario issue a final receipt for a prospectus. The final receipt
        was issued on May 14, 2004 and all A, B and F
        Special Warrants were exercised.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(3)  | These Series L Special Warrants were
        issue at $0.05 per warrant for proceeds of $10,000 in September 2003 pursuant
        to an agreement for services with the Issuers Canadian legal counsel,
        Mr. Bruce Bragagnolo.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4)  | These Series P Special Warrants were
        issued at $0.05 per warrant for proceeds of $10,000 in September 2003
        pursuant to an agreement to purchase the Murray Property. These Special
        Warrants have not been exercised as at September 28, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(5)  | Pursuant to the acquisition of the Winnemucca Mountain
        Property, the Company issued 100,000 common shares to Golden Arc Mining
        and Refining Inc. (Golden Arc), 200,000 common shares
        to Golden Sands Exploration Inc. (Golden Sands) and
        100,000 common shares with respect to finders fees on December 10,
        2004, each share was issued at $0.16 per share.                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(6)  | Pursuant to the private placement on January 10,
        2005, the Company issued 600,000 common shares at $0.16 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(7)  | Pursuant to the acquisition of the Winnemucca Mountain
        Property, the Company issued 200,000 common shares to Golden Sands at
        a deemed price of $0.16 per share on February 25, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(8)  | Pursuant to the shares for debt private placement
        on May 25, 2005, the Company issued 432,742 common shares at a deemed
        price of $0.66 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(9)  | In July 2005, 40,000 warrants were exercised at a
        price of $0.25 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(10) | On May 19, 2005, Penny Burnham, an employee of the
        Company, exercised 50,000 options at an exercise price of $0.34 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(11) | Pursuant to the acquisition of the Winnemucca Mountain
        Property, the Company issued an additional 400,000 common shares to Golden
        Sands at a deemed price of $0.57 per share on August 25, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(12) | Pursuant to the private placement on September 14,
        2005, the Company issued 290,000 common shares at a deemed price of $0.50
        per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

Capital Expenditures

Fiscal Year

Fiscal 2004 (First year of
operations)               
None Fiscal 2005 to
date                                               
None

4.B. BUSINESS OVERVIEW

Historical Corporate Development

The Companys principal business since its incorporation has
been the acquisition and exploration of natural resource properties with the
goal of placing into production any properties warranting such.

On July 22, 2004, the Company entered into a property option
  agreement (as amended on September 16, 2004) (the "Murray Property Option
  Agreement") with International Zimtu Technologies Inc. (Zimtu)
  pursuant to which the Company was granted an option to acquire a 70% undivided
  interest in a mineral property located in the Cameron River Area of the Northwest
  Territories, Canada, which is known as the Murray Property (the Murray
  Property). At the time of the Murray Property Option Agreement was
  entered into, the Company was a wholly owned subsidiary of Zimtu and as such,
  may be considered to be a party not dealing at arms length with Zimtu
  because of the common management. The Murray Property was originally staked
  by Jody Dahrouge and sold to Zimtu for the $13,200 cost of staking and a 1%
  royalty. The Company is exploring for gold on the Murray Property. The Murray
  Property is in a preliminary stage of exploration and does not have a known
  commercial body of ore or minerals.

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Under the terms of the Murray Property Option Agreement, the
Company agreed to acquire all of Zimtus right, title and interest in and to the
Murray Property and assume all liabilities and obligations in respect thereof in
consideration for $17,000 cash in the signing of the Agreement (paid) and the
issuance of 200,000 of the Series P Special Warrants to Zimtu (issued). The
Company must also incur $250,000 in exploration expenditures on the Murray
Property as follows: $15,000 on or before November 1, 2004, $85,000 on or before
July 22, 2005 and $150,000 on or before July 22, 2006. Zimtu is to receive a
royalty equal to 1% of the net smelter returns (NSR) on minerals other
than diamonds and 1% of the gross productions (GOR) of diamonds from
the Murray Property. The Company can purchase one half of each royalty for
$500,000. With respect to the $15,000 exploration expenditure to be made on or
before December 1, 2004, the Company has contributed $6,226.50 for extension of
the work program and $2,577.23 for maps, geology and site visit preparations
with the remainder payment extended to on or before July 22, 2005. Currently,
payments have not been made and arrangements to extend the time frame for the
work commitments are being discussed.

Zimtu acquired the Murray Property pursuant to a Mineral
Property Agreement dated June 10, 2003 between Zimtu and Jody Dahrouge. Under
this agreement, Mr. Dahrouge will retain a 1% NSR royalty on mineral other than
diamonds and 1% GOR royalty on diamonds from the Murray Property. Zimtu had the
right to purchase one half of the NSR royalty and one half of the GOR royalty
from Mr. Dahrouge for $500,000 each.

Using the funds raised in its special warrant offering, the
Companys business objective is to conduct further exploration on the Murray
Property and compile that information in an effort to further define the
mineralization potential of the Murray Property. The Company planned an initial
exploration program to be complied by October 2004 but due to poor weather
conditions, such work has been postponed and no further work has been done on
the property. Additional work on the Murray Property will be contingent upon
extending the time frame for the work commitments currently under
discussion.

On December 3, 2004, the Company entered into the Winnemucca
  Option and Royalty Agreement, as amended on January 7, 2005 and as further amended
  on February 25, 2005, pursuant to which the Company was granted an option (the
  Winnemucca Option) to acquire a 100% interest in 62 unpatented
  mining claims (subsequently increased to 272 unpatented mining claims) located
  in Humboldt County, Nevada. In order to exercise the Winnemucca Option, the
  Company must incur exploration expenditures of US$4,000,000, make aggregate
  cash payments to Golden Sands of US$70,000 at various times on or before March
  31, 2005 and issue and deliver 1,800,000 shares in the capital of the Company
  as more particularly described in Item 4D, The Winnemucca Mountain Property.

On May 4, 2005, the Company entered into an option and royalty
agreement with Geocore Exploration Inc.

(Geocore) (the Geocore Option and Royalty
Agreement), pursuant to which the Company was granted the option to acquire
an 80% interest in Geocores property situated in Labrador, Canada (the
Labrador Property). The option comprises of two parts: (1) the option
to acquire a 60% interest in the Property; and (2) the option to acquire a
further 20% interest, for a total of 80% interest in the Property. The first
option is exercisable by the Company upon paying Geocore $35,000 on signing the
Geocore Option and Royalty Agreement, incurring $200,000 of exploration expenses
by October 31, 2006 and $500,000 of cumulative exploration expenses by October
31, 2007. The second option is exercisable by the Company incurring $1 million
of cumulative exploration expenses by October 31, 2008.

During Fiscal 2005, to date, the Issuer has concentrated the
majority of its efforts on exploration work on the Winnemucca Mountain Property
and the Labrador Property. The Issuer is an exploration stage company and there
is no assurance that a commercially viable mineral deposit exists on its
properties. Further evaluation will be required on the Murray Property,
Winnemucca Mountain Property and Labrador Property before a final evaluation as
to the economics and legal feasibility of the properties is determined.

- 15 -

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Plan Of Operations

Source of Funds for Fiscal 2004/2005

The Issuers primary source of funds since incorporation has
been through the issuance of common shares. The Issuer had a negative working
capital of $(143,711) at March 31, 2005, the Companys last completed fiscal
year end. As at August 31, 2005, the Issuer had a negative working capital of
$(51,849).

Use of Funds for Fiscal 2006/2007

During Fiscal 2006 and Fiscal 2007, respectively, the Issuer
estimates that it will expend $400,000 and $600,000 on general/administrative
expenses including property evaluation costs and $2 million and $3 million on
property acquisition/exploration expenses.

Anticipated Changes to Facilities/Employees

Management of the Issuer anticipates that there will be no
changes to either facilities or employees in the near future.

United States vs. Foreign Sales/Assets

The Issuer has had no revenue during the past fiscal year. As
at August 31, 2005, the Issuers assets were located in Canada.

Material Effects of Government Regulations

The current and anticipated future operations of the Issuer,
including further exploration activities, require permits from various Canadian
Federal and Provincial governmental authorities. Such operations are subject to
various laws governing land use, the protection of the environment, production,
exports, taxes, labour standards, occupational health, waste disposal, toxic
substances, well safety and other matters. Unfavourable amendments to current
laws, regulations and permits governing operations and activities of resource
exploration companies, or more stringent implementation thereof, could have a
materially adverse impact on the Issuer and cause increases in capital
expenditures which could result in a cessation of operations by the Issuer. The
Issuer has had no material costs related to compliance and/or permits in recent
years, and anticipates no material costs in the next year.

Seasonality

Dependency upon Patents/Licenses/Contracts/Processes

Sources/Availability of Raw Materials

 Not Applicable 

4.C. Organization Structure

The Issuer was incorporated under the CBCA on June 19, 2003
under the name 6109527 Canada Ltd. The Issuer has no subsidiaries.

4.D. Property, Plant and Equipment

The Issuer subleases its office space pursuant to the terms of
a written lease agreement at Suite 1200, 1188 West Georgia Street, Vancouver,
British Columbia, Canada V6E 4A2. The term of the lease is five (5) years with
monthly rental payments of $1,000. The lease expires in September 2008.

- 16 -

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The Issuer currently has a property interest created pursuant
to the Murray Property Option Agreement, Winnemucca Option and Royalty Agreement
and Geocore Option and Royalty Agreement.

It is important to note that even if the Issuer completes its
exploration programs on its properties and is successful in identifying mineral
deposits, a substantial amount of capital (approximately $3 million), over the
next 3 years, will still have to be spent on each deposit on further drilling
and engineering studies before management will know that the Issuer has a
commercially viable mineral deposit on each of the properties.

The Murray Property

The Murray Property is without known reserves and the work
being done by the Issuer is exploratory in nature. The Issuers interest in the
Murray Property stemmed from earlier exploration work, as described below, that
was done in the area.

Acquisition of Interest

On July 22, 2003, the Issuer entered into the Murray Property
Option Agreement with Zimtu, a related public company, pursuant to which the
Company granted an option to acquire a 70% undivided interest in the Murray
Property. At the time of the Murray Property Option Agreement the Issuer was a
wholly owned subsidiary of Zimtu. Zimtu is currently a major shareholder of the
Issuer, owning 3% of the outstanding shares.

Under the terms of the Murray Property Option Agreement the Issuer
  acquired all of Zimtus right, title and interest in and to the Murray
  Property and assumed all liabilities and obligations in respect thereof in consideration
  for $17,000 cash on the signing of the Murray Property Option Agreement and
  the issuance of 200,000 special warrants to Zimtu. The Issuer must also incur
  $250,000 in exploration expenditures on the Murray Property as follows: $15,000
  on or before November 1, 2004; $85,000 on or before July 22, 2005; and, $150,000
  on or before July 22, 2006. If these expenditures are not made by the Issuer,
  it will forfeit its interest in the Murray Property. Zimtu is to receive a royalty
  equal to 1% of the net smelter returns (NSR) on minerals
  other than diamonds and 1% of the gross production (GOR)
  of diamonds from the Murray Property. There is no assurance that any production
  will ever occur on this property and there are currently no known reserves on
  the Murray Property. The Issuer has the right to purchase one half of each royalty
  for $500,000. In the event that Evolving Gold fails to make these payments,
  it would have to forfeit the Murray Property. Pursuant to exploration expenditures
  to be made on or before December 1, 2004, the Issuer has made an aggregate deposit
  of $8,803.73 to date with the remainder payment to be extended by the parties
  by further negotiations.

Zimtu acquired the Murray Property pursuant to a Mineral
Property Agreement dated June 10, 2003 between Zimtu and Jody Dahrouge, an
unrelated individual (the Mineral Property Agreement). Under the
Mineral Property Agreement, Mr. Dahrouge will retain a 1% NSR royalty on
minerals other than diamonds and 1% GOR royalty on diamonds from the Murray
Property. (There is no assurance that any production will ever occur on this
property and there are currently no known reserves on the Murray Property.)
Zimtu has the right to purchase one half of the NSR royalty and one half of the
GOR royalty from Mr. Dahrouge for $500,000 each.

Location

The Murray Property consists of one mineral claim totalling
2,965 acres and is located 78 kilometres northeast of Yellowknife, Northwest
Territories. It is three kilometres west of Gordon Lake (see map below).

- 17 -

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Accessibility, Climate, Infrastructure and
Physiography

The Murray Property is approximately 78 kilometres northeast of
Yellowknife in the Northwest Territories (Figure 1). The current winter road to
the Diavik and Ekati diamond mines and the Lupin gold mines passes within five
kilometres east of the Murray Property, at Gordon Lake.

During summer months, access to the Murray Property is by
floatplane or helicopter. During winter months access is by ski-equipped
aircraft, helicopter or snowmobile from Gordon Lake. Yellowknife is the closest
community and offers a complete range of supplies and services for the mineral
exploration industry.

History and Previous Work

The Gordon Lake area, within which the Murray Property lies,
has a history of exploration of about 70 years. Exploration of this region is
considered sporadic, with long periods of inactivity punctuated by a few months
of intense exploration.

Exploration on the Murray Property has been restricted to an
initial trenching program in the late 1930s to early 1940s, and minor sampling
programs in the 1980s. No geophysical surveys have been recorded.

After the staking of the PAN claims in the late 1930s,
  the Consolidated Mining and Smelting Company of Canada, an unrelated company,
  excavated numerous trenches and pits throughout the Murray Property area. As
  well, a shallow exploration shaft was sunk. Subsequent exploration by North
  Star Mines, an unrelated company, resulted in the excavation of at least one
  new trench. Since virtually all of the excavation took place over 60 years ago,
  the current state of the trenches and pits is questionable.

- 18 -

---

Most early analysis from the Murray Property consisted of
analyses for precious metals (gold and silver), with occasional analyses for
base metals. Geochemical analyses were typically for gold on whole rock (vein
and wallrock) samples. Thirty-three samples collected by Nickerson (1972) were
analyzed for gold and silver at the Federal Assay Office in Yellowknife.

Mineralization

A commonality of most of the showings containing gold at and
near the Murray Property is quartz veining, open space and fracture fillings,
replacement bodies, stockworks and silica flooding of the host rock. Gold occurs
as native gold and may be associated with sulphide minerals such as
arsenopyrite, pyrrhotite, pyrite, chalcopyrite and galena. The gold-bearing
veins occur in structures of varying ages, suggesting multiple mineralization
events, as opposed to a single mineralization episode. Quartz is most often
dense blue-grey, but has also been observed as clear to milky white. The quartz
is typically massive and is occasionally brecciated.

The following five zones on the Murray Property are of current
  interest to management:

TheNo. 1 Zone is the westernmost
  zone at the Murray Property. Large amounts of quartz at the No. 1 Zone are found
  as veins and replacement bodies.

The No. 3 Zone is northeast of
  the other zones and parallels a shear zone. This zone is composed of massive
  blue-gray quartz and quartz stockwork replacement bodies.

TheNo. 5 Zone is located to
  the southwest of the No. 3 Zone. Massive quartz veins or replacement fillings
  within host rock, which is combined with silica, characterize this zone.

Quartz veins and stringers in silicified
  wallrock are prevalent at the No. 6 Zone, which is located directly east
  of the No. 1 Zone.

Management believes that the No. 7 Zone, which is south
of the other zones, may contain significant gold mineralization. (This has not
been proven to date and is based on visual observation by management.)
Mineralization is contained within a 0.5 to 2.5 foot wide by 30 foot long
quartz-filled fracture that is perpendicular to the strike of the surrounding
rock.

Planned Work Program by the Issuer

To date, the Issuer has completed no work, other than minor
exploration work on the Murray Property to fulfill the terms of the Murray
Option Property Agreement. Management commissioned and received an independent
technical report on the Murray Property, in accordance with Canadian National
Instrument 43-101 Standards of Disclosure for Mineral Projects (NI
43-101). The Summary Report on the Murray Property dated September 3,
2003 (the Murray Report) was prepared by independent consulting
geologist Gary Vivian, P. Eng.

The Issuer planned to engage in exploration work on the Murray
  Property through the end of calendar 2004 with a budget of $15,000, however,
  due to unfavourable weather conditions, the Issuer has deferred such exploration
  expenditures and no further work has been done on the Murray Property to date.
  An initial work program will consist of geologic mapping and rock sampling over
  a three week period. The success of this initial phase of work will be evaluated
  based on the assays returned from the sampling, and the surface and subsurface
  continuity of the mineralized zone based on the geologic mapping. Should these
  factors indicate that there is not a clearly defined target on the Murray Property,
  and then no additional funds would be expended on exploration. However should,
  significant gold grades over or along a geological or geophysical feature be
  encountered, then a drilling program would be called for to test the gold grades
  in the subsurface. There is no detailed plan of exploration beyond this point.
  The total meterage of holes to be drilled cannot be estimated until the basic
  first phase of sampling and geological and geophysical mapping is complete,
  however combined drilling and assaying costs will run between $150 and $200
  per metre, and an initial drilling program consisting of 1,000 metres would
  not be unreasonable.

- 19 -

---

If positive assay results are obtained then additional drilling
  programs and cost expenditures would be necessary. In vein deposits, such as
  the Murray Property, a final drill hole pattern on 50 metre vertical and horizontal
  intervals, and possibly less would be required to define a mineral reserve.
  Decision points may occur after or during the drilling program as to whether
  the Murray Property has a reasonable chance of outlining ore. The probability
  of an individual prospect ever having reserves that meet the requirements of
  Industry Guide 7 is remote, there is always a high probability that the properties
  of Evolving Gold do not contain reserves, and any funds spent on exploration
  will probably be lost. Even if ultimately successful in outlining a sufficient
  tonnage and grade of mineralization, extensive engineering studies are required
  to determine whether the mineralization would constitute an ore reserve.

Mr. Gary J. Vivian, B.S., M.S. Geology, will conduct the
initial geological mapping and sampling on behalf of Evolving Gold. Mr. Vivian
graduated with a Master of Science degree from the University of Alberta in 1987
and had worked as a geologist with Noranda Exploration Company Ltd. for nine
years. Since 1988 he has worked with Aurora Geosciences, Ltd., a geological
consulting company of which he is a full partner.

The Winnemucca Mountain Property

The Winnemucca Mountain Property is without known reserves and
the work being done by the Issuer is exploratory in nature. The Companys
interest in the Winnemucca Mountain Property also stems from previous
exploration work described below.

Acquisition of Interest

On December 3, 2004, the Company entered into the Winnemucca
Option and Royalty Agreement, as amended on January 7, 2005 and as further
amended on February 25, 2005, pursuant to which the Company was granted the
Winnemucca Option to acquire a 100% interest in 62 unpatented mining claims
(subsequently increased to 272 unpatented mining claims as discussed further
below) located in Humboldt County, Nevada (the Winnemucca Mountain
Property). In order to exercise the Winnemucca Option, the Company must
incur exploration expenditures of US$4,000,000, make aggregate cash payments to
Golden Sands of US$70,000 at various times on or before March 31, 2005 and issue
and deliver 1,800,000 shares in the capital of the Company as follows:

|(a) | Cash Payments           
|--- | ------------------------
|    | Ø                       
|    | Ø                       
|    |                         
|(b) | Share Issuances         
|    | Ø                       
|    | Ø                       
|    | Ø                       
|    | Ø                       
|    | Ø                       
|    | Ø                       
|    |                         
|(c) | Exploration Expenditures
|    | Ø                       
|    | Ø                       
|    | Ø                       
|    | Ø                       

A finders fee of 100,000 common shares in the capital of the
Company was issued in connection with the acquisition of the Winnemucca Mountain
Property in December 2004.

- 20 -

---

Under the Winnemucca Option and Royalty Agreement, any unpatented
  or patented mining claims located within three miles of the subject claims acquired
  or located would, at the option of the other parties, form part of the subject
  claims. Since entering into the Winnemucca Option and Royalty Agreement, 210
  additional claims have been staked on behalf of Golden Sands with the result
  that there are now 272 unpatented subject claims in total.

The Winnemucca Mountain Property is subject to a 2% NSR
royalty. The Company has the right to purchase the royalty relating to the first
37 unpatented mining claims (the Golden Arc Claims) listed in the table
below and any other unpatented mining claims which may become subject to the
option and royalty agreement (the Underlying Option Agreement) dated
March 22, 2004 between AHL and Golden Arc for US$1,000,000 for each of the two
percentage royalty points. The Company is required to pay, in addition to the
mentioned option payments due March 31, 2005, advance royalty payments of
US$10,000 by December 3, 2005, the first anniversary of the Option and Royalty
Agreement, US$10,000 by December 3, 2006, the second anniversary of the
Winnemucca Option and Royalty Agreement and US$20,000 by December 3, 2007, the
third anniversary of the Winnemucca Option and Royalty Agreement and each
successive anniversary until production commences at which time the obligation
to pay advance royalty payments will terminate. The total of the advance royalty
payments is to be deducted from the total amount of NSR royalty payable under
the Winnemucca Option and Royalty Agreement.

Mineral Claims

The Winnemucca Mountain Property consists of 272 unsurveyed
contiguous mining claims covering approximately 2,115 hectares on Lands
administered by the Bureau of Land Management (BLM), US Department of
the Interior.

These claims have been recorded with the BLM as
follows:(1)

|Claim Name            | BLM Serial No. | Registered Owner(3)        | Location Date | Expiry Date(4)
|--------------------- | -------------- | -------------------------- | ------------- | --------------
|The Golden Arc Claims |                |                            |               |               
|WM #1                 | NMC 733156     | AHL Holdings Ltd.          | 01/04/1996    | Sept. 1, 2006 
|WM #2                 | NMC 405978     | Arctic Precious Metals(2)  | 04/11/1987    | Sept. 1, 2006 
|WM #3                 | NMC 733157     | AHL Holdings Ltd.          | 01/04/1996    | Sept. 1, 2006 
|WM #4                 | NMC 405980     | Arctic Precious Metals (2) | 04/11/1987    | Sept. 1, 2006 
|WM #5                 | NMC 733158     | AHL Holdings Ltd.          | 01/04/1996    | Sept. 1, 2006 
|WM #6                 | NMC 405982     | Arctic Precious Metals(2)  | 04/11/1987    | Sept. 1, 2006 
|WM #8                 | NMC 405983     | Arctic Precious Metals(2)  | 04/11/1987    | Sept. 1, 2006 
|WM # 10               | NMC 405984     | Arctic Precious Metals(2)  | 04/11/1987    | Sept. 1, 2006 
|Golden West #6        | NMC 733140     | AHL Holdings Ltd.          | 01/02/1996    | Sept. 1, 2006 
|Golden West #7        | NMC 733141     | AHL Holdings Ltd.          | 01/02/1996    | Sept. 1, 2006 
|Golden West #8        | NMC 733142     | AHL Holdings Ltd.          | 01/02/1996    | Sept. 1, 2006 
|Golden West #9        | NMC 733143     | AHL Holdings Ltd.          | 01/02/1996    | Sept. 1, 2006 
|Golden West #10       | NMC 733144     | AHL Holdings Ltd.          | 01/02/1996    | Sept. 1, 2006 
|Golden West #11       | NMC 733145     | AHL Holdings Ltd.          | 01/02/1996    | Sept. 1, 2006 
|Golden West #12       | NMC 733146     | AHL Holdings Ltd.          | 01/02/1996    | Sept. 1, 2006 

|(1) | Claim data on the Winnemucca Mountain Property have
        been provided to the author of the report by AHL. The author of the report
        has not independently reviewed or verified any of the claim details. Therefore,
        the author of the report has no opinion on the validity of the claims.
        Claim posts placed before 2004 may have been destroyed by range fires.                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Under the terms of the Underlying Option Agreement,
        Golden Arc was required to have the title to all mineral claims subject
        to that agreement transferred to AHL As of the date of the report, all
        of such transfers except five have been completed and AHL has advised
        the Company that it reasonably believes that the last five transfers will
        be effected shortly.                                                                                                                                                                                                                                                   
|(3) | If the option contained in the Underlying Option
        Agreement is not exercised, then AHL is required to return title to the
        Golden Arc Claims to Golden Arc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | In order to maintain the mineral claims comprising
        the Winnemucca Mountain Property in good standing, the Company must pay
        to the BLM a maintenance fee of US$135 per mineral claim prior to September
        1, 2006 and, in each successive year, the Company must pay the County
        in which the mining claims are located (the Humboldt County) a yearly
        fee prior to November 1 and file a form called an Intent to Hold.
        If the Company fails to duly pay such fees and file such form, then the
        mining claims will lapse and the Company will lose all interest that it
        has in these mining claims.

- 21 -

---

|Claim Name       | BLM Serial No. | Registered Owner(3) | Location Date | Expiry Date(4)
|---------------- | -------------- | ------------------- | ------------- | --------------
|Golden West #13  | NMC 733147     | AHL Holdings Ltd.   | 01/02/1996    | Sept. 1, 2006 
|Golden West #14  | NMC 733148     | AHL Holdings Ltd.   | 01/03/1996    | Sept. 1, 2006 
|Golden West #15  | NMC 733149     | AHL Holdings Ltd.   | 01/03/1996    | Sept. 1, 2006 
|Golden West #16  | NMC 733150     | AHL Holdings Ltd.   | 01/03/1996    | Sept. 1, 2006 
|Golden West #17  | NMC 733151     | AHL Holdings Ltd.   | 01/03/1996    | Sept. 1, 2006 
|Golden West #18  | NMC 733152     | AHL Holdings Ltd.   | 01/03/1996    | Sept. 1, 2006 
|Golden West #19  | NMC 733153     | AHL Holdings Ltd.   | 01/03/1996    | Sept. 1, 2006 
|Gold West Frac A | NMC 733154     | AHL Holdings Ltd.   | 01/03/1996    | Sept. 1, 2006 
|Gold West Frac B | NMC 733155     | AHL Holdings Ltd.   | 01/03/1996    | Sept. 1, 2006 
|T & C #1         | NMC 479032     | AHL Holdings Ltd.   | 05/08/1988    | Sept. 1, 2006 
|T & C #2         | NMC 479033     | AHL Holdings Ltd.   | 05/08/1988    | Sept. 1, 2006 
|T & C #3         | NMC 479034     | AHL Holdings Ltd.   | 05/08/1988    | Sept. 1, 2006 
|TJ #12           | NMC 155540     | AHL Holdings Ltd.   | 04/02/1980    | Sept. 1, 2006 
|TJ #14           | NMC 733159     | AHL Holdings Ltd.   | 01/04/1996    | Sept. 1, 2006 
|TJ #15           | NMC 733160     | AHL Holdings Ltd.   | 01/04/1996    | Sept. 1, 2006 
|TJ #16           | NMC 155544     | AHL Holdings Ltd.   | 04/04/1980    | Sept. 1, 2006 
|TJ #17           | NMC 155545     | AHL Holdings Ltd    | 04/04/1980    | Sept. 1, 2006 
|TJ #18           | NMC 155546     | AHL Holdings Ltd    | 04/04/1980    | Sept. 1, 2006 
|TJ #19           | NMC 155547     | AHL Holdings Ltd.   | 04/04/1980    | Sept. 1, 2006 
|TJ #29           | NMC 155557     | AHL Holdings Ltd.   | 04/04/1980    | Sept. 1, 2006 
|TJ #30           | NMC 155558     | AHL Holdings Ltd.   | 04/17/1980    | Sept. 1, 2006 
|TJ#34            | NMC 155562     | AHL Holdings Ltd.   | 04/17/1980    | Sept. 1, 2006 
|WM#101           | NMC 887954     | AHL Holdings Ltd.   | 11/10/2004    | Sept. 1, 2006 
|WM#102           | NMC 887954     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#103           | NMC 887956     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#104           | NMC 887957     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#105           | NMC 887958     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#106           | NMC 887959     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#107           | NMC 887960     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#108           | NMC 887961     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#109           | NMC 887962     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#110           | NMC 887963     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#111           | NMC 887964     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#112           | NMC 887965     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#113           | NMC 887966     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#114           | NMC 887967     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#115           | NMC 887968     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#116           | NMC 887969     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#117           | NMC 887970     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#118           | NMC 887971     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#119           | NMC 887972     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#120           | NMC 887973     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#121           | NMC 887974     | AHL Holdings Ltd    | 11/13/2004    | Sept. 1, 2006 
|WM#122           | NMC 887975     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#123           | NMC 887976     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#124           | NMC 887977     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#125           | NMC 887978     | AHL Holdings Ltd    | 11/10/2004    | Sept. 1, 2006 
|WM#126           | NMC 887979     | AHL Holdings Ltd    | 12/10/2004    | Sept. 1, 2006 
|WM#127           | NMC 887980     | AHL Holdings Ltd    | 12/10/2004    | Sept. 1, 2006 
|WM#128           | NMC 887981     | AHL Holdings Ltd    | 12/10/2004    | Sept. 1, 2006 
|WM#129           | NMC 887982     | AHL Holdings Ltd    | 12/10/2004    | Sept. 1, 2006 
|WM#130           | NMC 887983     | AHL Holdings Ltd    | 12/10/2004    | Sept. 1, 2006 
|WM#131           | NMC 887984     | AHL Holdings Ltd    | 12/10/2004    | Sept. 1, 2006 

- 22 -

---

|Claim Name | BLM Serial No. | Registered Owner(3) | Location Date | Expiry Date(4)
|---------- | -------------- | ------------------- | ------------- | --------------
|WM#132     | NMC 887985     | AHL Holdings Ltd    | 12/10/2004    | Sept. 1, 2006 
|WM#133     | NMC 887986     | AHL Holdings Ltd    | 12/10/2004    | Sept. 1, 2006 
|WM#134     | NMC 887987     | AHL Holdings Ltd    | 12/10/2004    | Sept. 1, 2006 
|WM#135     | NMC 887988     | AHL Holdings Ltd    | 12/10/2004    | Sept. 1, 2006 
|WM# 136    | NMC 894073     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 137    | NMC 894074     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 138    | NMC 894075     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 139    | NMC 894076     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 140    | NMC 894077     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 141    | NMC 894078     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 142    | NMC 894079     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 143    | NMC 894080     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 144    | NMC 894081     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 145    | NMC 894082     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 146    | NMC 894083     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 147    | NMC 894084     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 148    | NMC 894085     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 149    | NMC 894086     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 150    | NMC 894087     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 151    | NMC 894088     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 152    | NMC 894089     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 153    | NMC 894090     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 154    | NMC 894091     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 155    | NMC 894092     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 156    | NMC 894093     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 157    | NMC 894094     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 158    | NMC 894095     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 159    | NMC 894096     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 160    | NMC 894097     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 161    | NMC 894098     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 162    | NMC 894099     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 163    | NMC 894100     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 164    | NMC 894101     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 165    | NMC 894102     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 166    | NMC 894103     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 167    | NMC 894104     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 168    | NMC 894105     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 169    | NMC 894106     | AHL Holdings Ltd    | 02/02/2005    | Sept. 1, 2006 
|WM# 170    | NMC 894107     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 171    | NMC 894108     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 172    | NMC 894109     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 173    | NMC 894110     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 174    | NMC 894111     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 175    | NMC 894112     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 176    | NMC 894113     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 177    | NMC 894114     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 178    | NMC 894115     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 179    | NMC 894116     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 180    | NMC 894117     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 181    | NMC 894118     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 182    | NMC 894119     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 183    | NMC 894120     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 184    | NMC 894121     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 

- 23 -

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|Claim Name           | BLM Serial No. | Registered Owner(3) | Location Date | Expiry Date(4)
|-------------------- | -------------- | ------------------- | ------------- | --------------
|WM# 185              | NMC 894122     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 186              | NMC 894123     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 187              | NMC 894124     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 188              | NMC 894125     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 189              | NMC 894126     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 190              | NMC 894127     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 191              | NMC 894128     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 192              | NMC 894129     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 193              | NMC 894130     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 194              | NMC 894131     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 195              | NMC 894132     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 196              | NMC 894133     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 197              | NMC 894134     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 198              | NMC 894135     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 199              | NMC 894136     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 200              | NMC 894137     | AHL Holdings Ltd    | 02/03/2005    | Sept. 1, 2006 
|WM# 201              | NMC 894138     | AHL Holdings Ltd    | 02/04/2005    | Sept. 1, 2006 
|WM# 202              | NMC 894139     | AHL Holdings Ltd    | 02/04/2005    | Sept. 1, 2006 
|WM# 203              | NMC 894140     | AHL Holdings Ltd    | 02/04/2005    | Sept. 1, 2006 
|WM# 204              | NMC 894141     | AHL Holdings Ltd    | 02/04/2005    | Sept. 1, 2006 
|WM# 217  WM# 347(5) | To be recorded | AHL Holdings Ltd    | 09/01/2005    | To be recorded

|(5) | The WM 217-347 claims were staked directly by AHL
        on September 1, 2005. Such claims will be recorded with the BLM on or
        before November 30, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Location, Accessibility, Climate, Local Resources,
Infrastructure and Physiography

The Winnemucca Mountain Property is located in northwestern
Nevada, approximately 6 kilometres northwest of the municipality of Winnemucca.
The property is within the Winnemucca Mountain Mining District of Humboldt
County. The claims are situated on certain sections of the west flank of the
Winnemucca Mountain. A map showing the location of and access to the Winnemucca
Mountain Property is attached on page 25.

The Winnemucca Mountain Property is accessible from State Route
49, a graded gravel road from Winnemucca to Jungo. The claims that comprise the
Winnemucca Mountain Property lie in an irregular, northerly trending block along
the western flanks of Winnemucca Mountain. The mountain slopes are generally
moderate along the west side of the claims, steepening on the east and in
drainages. Pediment and alluvium cover is extensive, particularly in the
western, or lower, part of the property where a classic bajada is developed.
Within the claims, elevations range from approximately 1435 metres in the
southwest corner to nearly 2000 metres in the east. The area is devoid of trees,
and vegetation consists of sagebrush and sparse grass. The climate in southern
Humboldt County is arid with annual rainfall averaging 20 cm (8 inches;
Winnemucca Chamber of Commerce Website) and snowfall of 38 cm (16 inches; Nevada
Climate Summaries Website). The area is characterized by hot summers and short,
cold winters.

History and Previous Work

Gold and silver were first discovered in the Winnemucca Mining
  District in 1863 and several smelters were constructed along the Humboldt River
  during the 1860s. In late 1988, Santa Fe Pacific Mining, Inc. (now Newmont
  Mining Corporation) (Santa Fe) entered into a joint venture
  with Arctic Precious Metals Inc. with respect to the Winnemucca Mountain Property
  and became operator. Previous exploration work performed by Santa Fe focused
  on the pediment-covered Swordfish Zone. Between 1988 and 1990, Santa Fe conducted
  geological mapping, rock sampling, trenching, CSAMT, induced polarization geophysical
  surveys, collected 286 auger hole bedrock samples and completed a total of 18,260
  metres (52,470.8 feet) in 73 reverse circulation drill holes. In 1994, Anvil
  Resources Ltd. acquired the Winnemucca Mountain Property, became project operator
  and performed internal compilation work, prepared topographic base map and collected
  surface samples to confirm previous gold tenors. An induced polarization (IP)
  survey conducted in 1996 confirmed that resistivity highs correlated well with
  known mineralized areas and delineated two new target zones. There has been
  no record of exploration work since 1996.

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Present Condition and Current State of Exploration

The Winnemucca Mountain Property is undeveloped and does not
contain any open-pit or underground mines. There is no plant or equipment
located on the property. No reserves have been identified on the mineral claims
that comprise the Winnemucca Mountain Property.

Mineralization

The Winnemucca Mountain Property and surrounding area has had a
long history of mineral exploration. As a result, gold occurrences and targets
have been identified at several areas within the current property boundaries.
Types of gold-bearing occurrences identified to date on the Winnemucca Mountain
Property are: quartz stockworks in hornfelsed intrusive contact zones, quartz
veins, volcanic breccias, and quartz-calcite veins.



Gold mineralization at the Swordfish Zone occurs within a
northeast-trending, low sulfide, quartz-adularia vein-type system. Santa Fe
completed 73 reverse circulation drill holes, nearly all of which were focused
on the Swordfish Zone. Near the end of Santa Fes tenure on the Winnemucca
Mountain Property, gold mineralization was found approximately 500 metres
northeast of the Swordfish Zone, at what is now called the SF Extension Zone.
This intercept has never been followed up by further drilling, and has been
interpreted by the Company to indicate that the Swordfish Zone may be much more
extensive than previously indicated, and that higher gold grades may occur in
structurally-controlled zones northeast of Swordfish. The SF Extension, and
beyond to the northeast, is a high-priority drill target for the Company.

In addition to the Swordfish and SF Extension areas, additional
exploration targets have been identified and are comprised of multiple
outcropping vein-style occurrences reported to carry anomalous gold values that
have yet to be explored in detail.

- 25 -

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Planned Work Program by the Issuer

The Company has obtained a geological report on the Winnemucca
Mountain Property prepared by Harmen J. Keyser, Professional Geologist dated
January 20, 2005. The geological report has been prepared in accordance with the
requirements of National Instrument Policy 43-101. The geological report
recommends the completion of a two stage exploration program on the Winnemucca
Mountain Property, with the first stage consisting of geochemical sampling,
geophysical surveying and geological mapping, and the second stage consisting of
a drilling program. The Company plans to complete the recommended two-stage work
program during the 2005 spring and summer months. The first stage of the work
program is estimated to cost US$100,000 and will include: obtaining all missing
exploration data from prior operators for thorough compilation and review of
existing exploration data and acquire additional land if necessary; mapping the
Winnemucca Mountain Property and surrounding areas with special attention paid
to understanding structure and investigate outcropping gold mineralization
reported in the eastern part of the property; a complete reconnaissance scale
soil sampling with more detailed sampling in the area of the Swordfish and other
potential targets; and carrying out CSAMT and/or induced polarization surveying
as orientation and reconnaissance in the known Swordfish zone and other
potential targets and expand the survey area if positive results are obtained.
If geological evaluation of the first stage of the work-program indicates that
the second stage of the exploration program is warranted and the Company is able
to obtain additional financing, the Company will proceed to the second stage of
the work program, estimated to cost US$300,000, to continue exploration by
reverse circulation drilling.

To satisfy exploration expenditure obligations under the
Winnemucca Option and Royalty Agreement and to effect the planned two-stage
work-program, the Company must raise approximately US$571,429 in total
(US$142,857 for first stage and US$428,571 for the second stage). The Company
plans to raise funds for the work-program through equity financing. There is no
assurance that the Company will be able to raise the funds necessary to proceed
with the second stage of the exploration program even if the second stage of the
exploration program is recommended.

Labrador Property

The Labrador Property is without known reserves and the work
being done by the Issuer is exploratory in nature. The Issuers interest in the
Labrador Property stems from being underlain by copper-nickel orebody and the
results of previous exploration work as described below.

Acquisition of Interest

On May 4, 2005, the Company entered into the Geocore Option and
Royalty Agreement, pursuant to which the Company was granted the option to
acquire an 80% interest in the Labrador Property. The option comprises of two
parts: (1) the option to acquire a 60% interest; and (2) the option to acquire a
further 20% interest, for a total of 80% interest, both in the Labrador
Property. The first option is exercisable by the Company upon paying Geocore
$35,000 on signing the Geocore Option and Royalty Agreement, incurring $200,000
of exploration expenses by October 31, 2006 and $500,000 of cumulative
exploration expenses by October 31, 2007. The second option is exercisable by
the Company incurring $1 million of cumulative exploration expenses by October
31, 2008.

Mineral Claims

The property consists of two mineral rights licences covering a
total of 7,900 hectares. The original property held by Geocore consisted of
mineral licence number 798M and 799M which were amalgamated into one new mineral
rights licence 009710M. The southern portion of mineral licence 009710M
(formerly 798M, Ikadlivik Brook) consists of 92 claims covering 2,300 hectares.
The NE corner is located at 56° 24 N and 62° 19 W. The northern portion of
mineral licence 009710M (formerly 799M, Annakhtalak Bay) is contiguous to the
north of 798M and consists of 100 claims covering 2,500 hectares. Its NE corner
is located at 56° 29 N and 62° 15 W. These former licences are situated some
40 to 44 kilometres west-southwest of the village of Nain on the east coast of
northern Labrador. For descriptive purposes, the southern and northern portions
of mineral licence 009710M will be referred to their former names licence 798M
and 799M.

- 26 -

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Mineral rights licence 011037M, consisting of 124 claims and
covering some 3,100 hectares forms part of the property subject to the Geocore
Option and Royalty Agreement. These claims were map staked on May 18, 2005 and
the licence was issued June 17, 2005. This licence adjoins the former mineral
licence 798M on the west.

Mineral licence 798M was acquired by Fleck Resources Ltd. (now
Polymet Mining Corp.) in 1994 (licence was issued on December 22, 1994). An
option was granted to Anvil Resources Ltd. to acquire a 50% interest in the
property by incurring exploration expenses of $1.35 million by October 31, 1999
on this property and on mineral licence 799M (licence issued on December 22,
19994) of Pacific Golden Spike Resources Ltd. (also held under option) which
adjoins licence 798M on the north. In 1998, both mineral licences 798M and 799M
were acquired by Geocore (formerly Anvil Resources Ltd.). In 2003, the two
licences were amalgamated to become mineral rights licence 009710M with a
renewal date of December 22, 2009. According to the Mines and Energy Mineral
Rights Database System Report, a report on the Labrador Property is due February
20, 2006 and $110,002.72 must be expended on the licence by December 22,
2007.

Location

The Labrador Property is located near the coast of northern
Labrador, Canada, approximately 40 kilometres west-southwest of the village of
Nain. The property is contiguous and covers an area of approximately 4,800
hectares.

Accessibility, Climate, Infrastructure and
Physiography

Access to the southern part of the Labrador Property (former
licence 798M and licence 011037M) is by helicopter or float plane from the
village of Nain, about 44 kilometres to the east-northeast or from Goose Bay,
320 kilometres to the south. Access to the northern part of the Labrador
Property (formerly Licence 799M) is by boat via Annakhtalak Bay or by helicopter
or boat from Nain. Fuel and supplies for the field programs can be sent to Nain
by ship container, then unloaded and ferried to the properties by helicopter.
Communications from Goose Bay and Nain with exploration camps are by satellite
telephone. Field personnel can be hired from Goose Bay; very little in the way
of field personnel or supplies are available at Nain. There are no known
environmental liabilities resulting from past work on the property.

Terrain in the Labrador Property is relatively rugged with up
to 450 metres of relief. Elevation varies from near tidewater by Annakhtalak Bay
at the northeast (former 799M) to 60 metres above seal level on Ikadlivik Brook,
which crosses the centre of former licence 798M, to high points of 460 metres
above sea level at the southern and northern ends of the property.

Climate in the area is typical of a northern coastal location
with severe, cold, wet winters lasting from October to May and relatively wet,
cool summers. The exploration season is restricted by the inclement climate.
High winds are a common feature of the northern Labrador coast, as is frequent
fog and mist.

Vegetation is sparse consisting of mosses, tundra and a few
stunted willows and brushes. The northern end of the claims is largely covered
by alluvium, about 10% of the claims is underlain by lakes.

History and Previous Work

In 1994, former mineral licences 798M and 799M were acquired by
original vendors Teracan Ventures Inc. Prior to that time there is no recorded
history of exploration on the properties.

Former Licence 798M

In early 1995, a computer enhanced gossan anomaly map for
former licence 798M was derived from Landsat Imagery technology. Using the
evaluation of gossans noted on this map as a starting point, a program of
geological mapping, rock and sediment sampling and prospecting was carried out
by Fleck Resources Ltd. An airborne Dighem V geophysical survey was carried out
on licence 798M in June, 1995 and reported in December, 1995. Expenditures in
1995 totalled $86,612.84.

- 27 -

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In 1996, Teracan Ventures conducted geological mapping and
sampling on former licence 798M on an extensive grid, rock samples collected
from 128 surface exposures and gossans. A zone with coincident geophysical
anomalies and containing a series of gossans, with varying amounts of oxidized
pyrrhotite and magnetite was located on the west central area of the property.
This area was partly tested by 4,418 feet of diamond drilling in 13 holes.
Expenditures during the 1996 program totalled $456,508.41.

The 1997 work program on licence 798M consisted of the
preparation of two grids (Center and South), a Pulse EM survey on the Center
Grid, a magnetometer and VLF-EM survey on the Center and South Grids and soil
sampling for enzyme leach analysis on the Center and South Grids. A total of
$242,857.95 was spent on the 1997 program.

Former Licence 799M

In 1995, work on former licence 799M consisted of prospecting,
ground VLF-EM and magnetometer surveys. In addition, geological mapping was
conducted along with rock-geochemistry in the central portion of the grid.
Expenditures during 1995 totalled $110,731.50 on this licence. No field work was
conducted in 1996. During 1997, a total of seven diamond drill holes at six
sites, for a total of 3,795 feet, were completed to test anomalies indicated by
the 1995 Crone geophysical surveys. All mineralized sections were sampled and
assayed. Reported expenditures for 1997 totalled $224,020.38; no work has been
conducted on former licence 799M since 1997.

Licence 011037M

In 1995 the area covered by the recently staked mineral rights
licence 011037M was owned by the joint venture of NDT Ventures Ltd. (The
Northaire Group) and Primero Industries Ltd. Work consisted of electromagnetic
and magnetic surveys followed by diamond drilling. The work targeted
electromagnetic conductors adjacent to an anorthosite/gneiss contact. The first
target was to test a series of geophysical anomalies in an area of relative high
conductance with anomalous Ni-Cu values. Details of the work and results from
exploration on this property (Fraser Claims) are not known.

Present Condition and Current State of Exploration

Like the Winnemucca Mountain Property, the Labrador Property is
undeveloped and does not contain any open-pit or underground mines. There is no
plant or equipment located on the property. No reserves have been identified on
the mineral claims that compromise the Labrador Property.

Mineralization

The mineralization sought in the Labrador Property is
copper-nickel-cobalt sulphide mineralization within Middle Proterozoic mafic
rocks of the Nain Plutonic Suite. The mineralization on the Labrador Property is
contained within a troctolitic dyke associated with a layered and massive
troctolitic mafic intrusion.

In 1995, numerous gossans on licence 798M, which were located
from a study of a Landsat TM Image, were investigated by prospecting and
sampling. Prospecting of these gossan sites revealed varying amounts of oxidized
pyrrhotite and magnetite in anorthosite. Analytical results of rock samples from
fifteen of the gossans sampled indicated above background values for copper,
nickel and/or cobalt.

On the former licence 799M no gossans were reported in the
anorthosites, however, rock geochemical sampling was carried out. This sampling
resulted in locating above background values for copper, nickel and/or cobalt.

Diamond drill testing on former licence 798M of coincident
geophysical and geological targets on the west grid area during the 1996 program
consisted of 13 shallow diamond drill holes. The rock intersected in the holes
is mostly fresh appearing, coarse-grained anorthosite. Sulphide mineralization
in drill hole VW-1 occurs in a dark, even-textured, medium-grained magnetic
rock, identified in thin section as picrite (olivine bearing gabbro).

- 28 -

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Diamond drill testing on licence 799M was intended to test
shallow VLF-EM anomalies outlined in the 1995 exploration program. Seven holes
were drilled during the 1997 field season, however, no sulphides of economic
interest were intersected during this program.

Results of exploration on licence 011037M are not
available.

Planned Work Program by the Issuer

The Company has obtained a geological report on the Labrador
Property prepared by Michael H. Sanguinetti, Professional Engineer dated June 6,
2005. The geological report recommends a success-contingent phased exploration
program on mineral licences 009710M and 011037M comprising the Labrador Property
to determine if sufficient potential exists warranting a more extensive
exploration program. The writer of the report on the Labrador Property relied on
the written reports and practical field work of other professional engineers and
geologists.

Exploration Work on 009710M (formerly 798M and
799M)

Phase 1 with respect to work done on licence 009710M (formerly
798M) will include: re-establishing the Center and South Grids, ground
geophysical surveys, prospecting, detailed geological mapping, rock sampling and
soil sampling for enzyme leach analysis. If this initial stage is successful in
locating a worthwhile target, the report recommends subsequent diamond drilling.
Phase 1 with respect to work done on licence 009710M (formerly 799M) will
include air photo interpretation studies (before attending the field), detailed
prospecting and mapping, geochemical evaluation of existing diamond drill core,
geochemical rock and soil sampling and correlation. The total estimated cost of
Phase 1 is $330,000. If the initial exploration stage yields positive results,
the report recommends commencing Phase 2 of the exploration program.

Phase 2 with respect to work done on 009710M is estimated to
cost $400,000 and will include: geophysical and geochemical surveying and an
allowance of 1,200 metres of diamond drilling. The work in Phase 2 may possibly
be carried out in the same field season as that of Phase 1.

Exploration Work on 011037M

Phase 1 and Phase 2 with respect to work done on 011037M is
estimated to cost $50,000 and $100,000, respectively. Phase 1 work would consist
of research, compilation and evaluation of all previous exploration conducted on
the area of the present licence and correlation of this data with results of
exploration on mineral licence 009710M. Phase 2 work would consist of the
following: geological mapping, prospecting, grid preparation and deep
penetrating geophysical surveys. The report recommends that work on 011037M be
carried out in conjunction with the exploration of 009710M. If Phase 1 and 2
yield positive results, the report recommends diamond drilling.

To satisfy exploration expenditures obligations under the
Geocore Option and Royalty Agreement and to effect the phased success-contingent
work program, the Company plans to raise $1,000,000 through equity financing.
There is no assurance that the Company will be able to raise the funds necessary
to proceed with the recommended work program.

Compliance with Government Regulation

Murray Property

All mineral exploration activities undertaken on the Murray Property
  must be completed in accordance with the Territorial Land Use Regulations of
  the Canadian Department of Indian and Northern Affairs. The Territorial Land
  Use Regulations do not impose any permitting requirements for the initial stages
  of exploration work involving prospecting, staking or locating a mineral claim
  unless the exploration requires the use of equipment or material that normally
  requires a permit. The regulations prescribe thresholds that will require either
  a Class B land use permit or a Class A land use permit depending on the amount
  of physical disturbance to the land. The exploration work to be completed on
  the Murray Property consisting of geologic mapping and rock sampling will not
  meet the threshold requirements that would require a land use permit due to
  the fact that no equipment will be necessary. Accordingly, the Company may proceed
  with the initial phase of exploration without any land use permit.

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Winnemucca Mountain Property

The Company will be required to conduct all mineral exploration
activities on the Winnemucca Mountain Property in accordance with the Bureau of
Land Management of the United States Department of the Interior. No permits will
be required to be obtained in connection with the completion of stage one of the
planned exploration program on the Winnemucca Mountain Property. The Company
will be required to obtain a permit prior to the initiation of the second stage
of the recommended exploration program as this stage will involve drilling on
the property. A plan of operation would be required to be submitted to the BLM
in connection with the permit application. It is estimated that it would take
approximately 3-6 weeks to obtain the required permit at an estimated cost of
approximately US$50. The Company will also have to provide a reclamation bond in
the order of US$10,000 to US$20,000 before drilling may be commenced.

To date, the Company has made payments in lieu of exploration
work in the aggregate amount of $9,720 (at $135 per claim) to maintain the
claims comprising the Winnemucca Mountain Property in good standing. The Company
has also paid county fees to the state of Nevada.

Labrador Property

Mineral rights in Labrador are acquired by map staking of
mineral licences composed of claim units, within which each claim measures 500
metres north-south by 500 metres east-west (25 hectares). A mineral exploration
licence is issued for a term of twenty years. To maintain a licence in good
standing for a twenty year term, the Company must carry out and report on
exploration assessment work, and renew the licence every five years. The minimum
amount of annual assessment work required to be done on each licence varies as
follows:

|                 | Time Period   
|---------------- | --------------
|Cost (per claim) | (No. of Years)
|$200             | 1             
|$400             | 5             
|$600             | 6  10        
|$900             | 11  15       
|$1,200           | 16  20       

The renewal fee for five, ten and fifteen years are $25, $50
and $100 per claim, respectively.

An Application for Exploration Approval and Notice of Planned
Exploration Work with a detailed description of the activity must be submitted
to the Department of Mines and an Exploration Approval from the department
received before any activity causing ground disturbance is begun.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the Fiscal Year Ended March 31,
2005 should be read in conjunction with the financial statements of the Issuer
and the notes thereto.

5.A. Results of Operations

The Issuer has been in existence since June 2003. Since that
  time, the Issuer has completed private placements and raised $251,000 in cash
  and has entered into the Murray Property Option Agreement, the Winnemucca Option
  and Royalty Agreement and the Geocore Option and Royalty Agreement. The Companys
  private placements occurred in Canada pursuant to the exemption provided under
  Section 3.1 of Multilateral Instrument 45-103. The private placements were to
  Canadian residents in transactions completed in accordance with Rule 903 of
  Regulation S of the Securities Act of 1933 as the transactions were offshore
  transactions completed without any directed selling efforts
  in the United States, with each of the terms offshore transactions
  and directed selling efforts having the meanings prescribed in Regulation
  S. For Fiscal 2006, the Issuer intends to continue exploration efforts on the
  Murray Property, the Winnemucca Mountain Property and the Labrador Property
  to determine which property to further focus its exploration efforts.

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Fiscal 2005 Ended March 31, 2005

During the year ended March 31, 2005, the Company reported a
  net loss of $402,218 ($0.07 loss per share) compared to a loss of $152,118 reported
  for the period from incorporation on June 19, 2003 to March 31, 2004. The Company
  did not generate any revenue during either of the reporting periods and expenses
  increased from $152,133 at March 31, 2004 to $402,225 for the 2005 fiscal period.
  The significant increase in net loss for 2005 is primarily due to four main
  factors. Firstly, the net loss for 2004 includes results for a shorter nine
  month fiscal period when the Company was not yet a registered issuer compared
  to the twelve month period ended March 31, 2005 when various exchange filings
  were required. The effects arising from this first factor are evidenced by increases
  of $10,787 in accounting, $24,852 in promotion and advertising and $31,569 in
  transfer agent expenses. Secondly, $128,165 of stock-based compensation was
  recorded in 2005 as compared to nil in 2004. Thirdly, $23,268 in additional
  legal cost was incurred relating to the purchase of the Winnemucca property
  option. Lastly, the Company has incurred consulting fees of $21,396 in 2005
  during the process of obtaining approval to list its shares on the Over-The-Counter
  Bulletin Board Quotation System in the United States. Major expense items in
  2005 also include management fees of $51,379 (2004 - $53,400), and consulting
  fees of $87,764 (2004 - $20,500). Rent and administration decreased from $41,445
  to $16,800 in 2005 as the Company re-negotiated the terms of payment for this
  expense.

5.B. Liquidity and Capital Resources

Fiscal Year Ended March 31, 2005

Since incorporation in June 2003, the Companys capital
resources have been limited. The Company has had to rely upon the sale of equity
securities for the cash required for capital acquisitions, exploration and
development, and administration, among other things.

The Company will continue to require funds to meet its
obligations under the Murray Property Option Agreement, the Winnemucca Option
and Royalty Agreement and Geocore Option and Royalty Agreement and as a result,
will have to continue to rely on equity and debt financing during such period.
There can be no assurance that financing, whether debt or equity, will always be
available to the Company in the amount required at any particular time or for
any particular period or, if available, that it can be obtained on terms
satisfactory to the Company. Pursuant to the Murray Property Option Agreement,
the Company must expend a total of $250,000 on the Murray Property over a period
of three years. In order to maintain the Winnemucca Option and Royalty Agreement
in good standing the Company must expend a total of US$4,000,000 on the
Winnemucca Mountain Property over a period of four years. In addition, the
Company must incur cumulative exploration expenses of $1,000,000 by October 31,
2008 with respect to the Geocore Option and Royalty Agreement. The Company does
not have any other commitments for material capital expenditures over either the
near or long term and none are presently contemplated other than as disclosed
above and or over normal operating requirements.

On January 10, 2005 the Company closed a non-brokered private
placement of 600,000 units at a price of $0.16 per unit for total proceeds of
$96,000. Each unit consists of one common share and one non-transferable share
purchase warrant. Each warrant entitles the holder there of to purchase an
additional common share of the Company at a price of $0.25 per share for a
period of two years.

Subsequent to year end, on May 25, 2005, the Company closed a
shares for debt private placement of 432,742 units at a price of $0.66 per unit.
Each unit consists of one common share and one non-transferable common share
purchase warrant. Each warrant entitles the holder thereof to purchase an
additional common share of the Company at an exercise price of $0.82 for a
period of two years from the data of issuance. Such warrants have a four-month
hold period expiring September 26, 2005.

- 31 -

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On September 14, 2005, the Company closed a private placement
of 290,000 units at a price of $0.50 per unit for total proceeds of $145,000.
Each unit consists of one common share and one non-transferable common share
purchase warrant. Each warrant entitles the holder thereof to purchase an
additional common share of the Company at an exercise price of $0.55 per share
for a period of two years from the date of issuance. Such warrants have a
four-month hold period expiring January 15, 2006.

Financial Condition and Cash Flows

The Company has a working capital of $127,482 as at March 31,
2004, a negative working capital of $(143,711) as at March 31, 2005 and a
negative working capital as at August 31, 2005 of $(51,849). The decrease in
working capital corresponds directly to the operating expenses of the Company.
It also reflects the fact that, as described earlier, the Company has no
revenues from operations and at this time is dependent on raising its working
capital from the junior resource equity markets. As noted above, the Company
remedied in part its working capital deficiency by completing a private
placement financing for $96,000 in January 2005 and settling debt of $285,610
through the issuance of shares in May 2005. The Company anticipates that it will
require approximately $1.5 million over the next twelve months in undertaking
its plan of operations, which amount will include completion of the initial
stages of exploration on the Murray Property, the Winnemucca Mountain Property
and the Labrador Property. Due to these financing requirements, the Company
plans to return to the junior resource capital markets in the near future in
order to complete additional financings necessary to fund the Companys ongoing
operating cash requirements. The Company anticipates that it will require
approximately $1.5 million in additional financing in order to undertake its
plan of operations for the next twelve months. The Company does not have any
arrangements in place for this financing and there is no assurance that the
Company will obtain this financing.

US GAAP Reconciliation

Under Canadian GAAP, mineral properties, including exploration
and acquisition costs, are carried at cost and written down if the properties
are abandoned, sold or if management decides not to pursue the properties. Under
US GAAP, all expenditures relating to mineral interests prior to the completion
of a definitive feasibility study, which establishes proven and probable
reserves, must be expensed as incurred. Once a final feasibility study has been
completed, additional costs incurred to bring a mine into production are
capitalized.

The reader is advised to consult the Issuers audited annual
financial statements for the year ended March 31, 2005, particularly Note 11 for
quantification of the differences.

5.C. Off-Balance Sheet Arrangements

5.D. Tabular disclosure of contractual obligations

- Not Applicable. -

Critical Accounting Policies

Management is required to make judgments, estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. On a regular basis, we evaluate our
estimates and assumptions. We base our estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

The significant US GAAP versus Canadian GAAP accounting
policies that are most critical to aid in fully understanding and evaluating
reported financial results include: the expensing of mineral property
acquisition/exploration costs; utilizing a ceiling test for the carrying value
of producing mineral properties; and accounting for stock-based
compensation.

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The Issuer capitalizes mineral property acquisition and
exploration costs until the Murray Property is placed into production, sold,
allowed to lapse or otherwise abandoned. All mineral property acquisition and
exploration costs have been acquired for cash and/or common shares. The Issuer
performs periodic evaluations to evaluate recoverability of mineral property
costs. Under SEC interpretation of US GAAP, all such acquisition and/or
exploration costs are expensed in the period incurred.

For US GAAP purposes, the Issuer had elected under Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123) to continue to apply the intrinsic value based
method of accounting for stock-based compensation under APB 25 Accounting for
Stock Issued to Employees. Under the intrinsic value method, stock compensation
is the excess, if any, of the quoted market value of the stock at the measured
date of the grant over the amount an optionee must pay to acquire the stock.
Under US GAAP, the issue of stock options to non-employees is accounted for
under SFAS 123. The fair value of the stock options granted to non-employees
will be estimated using the Black-Scholes option pricing model and the following
weighted-average assumptions: dividend yield; expected volatility; risk-free
interest rate; and expected average option life.

Recent Accounting Pronouncements Applicable to
US

In July 2001, the Financial Accounting Standards Board, or
FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 141
Business Combinations, or SFAS 141, and SFAS No. 142, Goodwill and Other
Intangible Assets, or SFAS 142. SFAS 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method of
accounting. Under SFAS 142, goodwill and intangible assets with indefinite lives
are no longer amortized but are reviewed for impairment annually or more
frequently if impairment indicators arise. All other intangible assets will
continue to be amortized over their estimated useful lives. The amortization
provisions of SFAS 142 apply to goodwill and intangible assets acquired after
June 30, 2001. With respect to goodwill and intangible assets acquired prior to
July 1, 2001, we are required to adopt SFAS 142 effective July 1, 2002. The
adoption of SFAS 141 and SFAS 142 is not expected to have a material impact on
our financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets, or SFAS 144. Although SFAS 144
supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of, or SFAS 121, it retains the
requirements of SFAS 121 regarding recognition of impairment loss for long-lived
assets to be held and used (based on undiscounted cash flows) and resolves
certain implementation issues. Under SFAS 144, companies will (1) recognize an
impairment loss only if the carrying amount of a long-lived asset is not
recoverable based on its undiscounted future cash flows and (2) measure an
impairment loss as the difference between the carrying amount and fair value of
the asset. SFAS 144 also provides guidance on accounting and disclosure issues
surrounding long-lived assets to be disposed of by sale. The adoption of SFAS
144 on July 1, 2002 is not expected to have a material impact on our financial
position or results of operations.

On April 30, 2002, the FASB issued Statement of Financial
Accounting Standards No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections (SFAS
145). Among other amendments and rescissions, SFAS No.145 eliminates the
requirement that gains and losses from the extinguishments of debt be aggregated
and, if material, classified as an extraordinary item, net of the related income
tax effect, unless such gains and losses meet the criteria in paragraph 20 of
Accounting Principles Board Opinion No. 30, Reporting the Results of Operations,
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions. The adoption of SFAS
145 on May 15, 2002 did not have a material impact on our financial position or
results of operations.

In July 2002, the Financial Accounting Standards Board issued
  SFAS No. 146, Accounting for Exit or Disposal Activities. SFAS No. 146 addresses
  the recognition, measurement, and reporting of costs that are associated with
  exit and disposal activities, including costs related to terminating a contract
  that is not a capital lease and termination benefits that employees who are
  involuntarily terminated receive under the terms of a one-time benefit arrangement
  that is not an ongoing benefit arrangement or an individual deferred-compensation
  contract. SFAS No. 146 supercedes Emerging Issues Task Force Issue No. 94-3,
  Liability Recognition for Certain Employee Termination Benefits and Other Costs
  to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS
  No. 146 will be effective for exit or disposal activities of the Issuer that
  are initiated after December 31, 2002 and are not expected to have a material
  impact on our financial position or results of operations.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6.A. Directors and Senior Management

Table No. 6Directors and Senior Management 
  August 31, 2005

Name
    Position
    Age
    Date of First Election Or
      AppointmentLawrence Dick (1)
    President, CEO & Director
    53
    June 19, 2003Warren McIntyre (1)
    Corporate Secretary, CFO & Director
    43
    June 19, 2003Paul
      Cowley
    Director
    49
    September 15, 2004Chris Osterman (1)
    Director
    47
    July 15, 2004


|(1) | Member of Audit Committee
|--- | -------------------------

Lawrence Dick (President, CEO and Director): Mr.
Dick is a Professional Geologist. He also serves as the President and a Director
of Continuum Resources Ltd., an unrelated public company. He has been in those
capacities with Continuum Resources Ltd. since 2002. During 2001 and 2002 he was
a self employed geological consultant. He has been a Director of General
Minerals Corp., an unrelated public company, since 1994 and he served as the
Executive Vice President of General Minerals Corp. from August, 1995 until
January 2001. Mr. Dick spends 50% of his time on the affairs of the Issuer.

Warren McIntyre (Corporate Secretary, CFO and
Director): Mr. McIntyre has been a corporate communications consultant
since January of 2001. During that time he acted as a consultant for Plus
International, an unrelated public company (January 2001 until September 2001);
Evolve Financial, a private investor relations firm, (2001 until October 2002);
Dolphins Resorts, a chain of vacation resorts (November 2002 until February
2003); and, Continuum Resources Ltd., an unrelated public company (March 2003 to
present. Mr. McIntyre spends 50% of his time on the affairs of the Issuer.

Paul Cowley (Director): Mr. Cowley is a
professional geologist who received his Bachelor of Science (Honors) in Geology
from the University of British Columbia in 1979. Since April of 2000 he has been
the Vice President of Exploration and a Consulting Geologist for Gold City
Industries Ltd., an unrelated public company. During 2002 he was also a
Consulting Geologist and the Reverse Circulation Supervisor for Cumberland
Resources Corp., an unrelated public company. During 2000 and 2001 he also
served as a Consulting Geologist and Regional Exploration Manager for the Hope
Bay Joint Venture. He was the Vice President of Exploration and a Director of
Rampton Resource Corp. from April of 1997 until April of 1999. He has also
served as the President, CEO and a Director since 1997 of Alliance Mining Ltd.,
an unrelated public company. In all of these capacities, Mr. Cowley has been
involved in all facets of mineral exploration. Mr. Cowley spends 5% of his time
on the affairs of the issuer.

Chris Osterman (Director): Dr. Osterman has 25
years of experience in the mining and exploration industry. Starting as a mining
engineer at the San Manuel mine in Arizona in 1979, Dr. Osterman later received
a M.S. in Geological Engineering from the University of Arizona (1984) and a
Ph.D. in Geology from the Colorado School of Mines (1999). His experience
includes gold, nickel and copper mining and exploration in Southern Africa,
silver exploration in Bolivia and porphyry copper exploration in Mexico, Chile,
Peru and Mongolia. He has spent over three years in search for epithermal gold
and silver deposits in the western Sierra Madres and porphyry copper deposits in
Sonora, Mexico. Dr. Osterman has been self-employed for the past five years. Dr.
Osterman spends 10% of his time on the affairs on the issuer.

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The Directors have served in their respective capacities since
their election and/or appointment and will serve until the next Annual General
Meeting or until a successor is duly elected, unless the office is vacated in
accordance with the Articles/By-Laws of the Company. The Senior Management
serves at the pleasure of the Board of Directors.

No Director and/or Senior Management had been the subject of
any order, judgment, or decree of any governmental agency or administrator or of
any court or competent jurisdiction, revoking or suspending for cause any
license, permit or other authority of such person or of any corporation of which
he is a Director and/or Senior Management, to engage in the securities business
or in the sale of a particular security or temporarily or permanently
restraining or enjoining any such person or any corporation of which he is an
officer or director from engaging in or continuing any
conduct/practice/employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanour involving a
security or any aspect of the securities business or of theft or of any
felony.

There are no family relationships between any two or more
Directors or Senior Management. There are no arrangements or understandings with
major shareholders, customers, suppliers or others, pursuant to which any person
referred to above was selected as a Director or member of senior management.

6.B. Compensation

Cash Compensation

Total compensation accrued and/or paid (directly and/or
indirectly) to all Directors/Senior Management during Fiscal 2005 ended March
31, 2005 was consulting fees of $52,500.

Table No. 7Stock Option Grants / Senior Management / Directors 
  as at September 28, 2005

Name
    Number of Options
      Granted
    % Of Total Options
      Granted
    Exercise Price per
      Share
    Grant Date
    Expiration Date
    Mkt. Value of Securities
      Underlying Options on Date of GrantDr.
      Lawrence A. Dick
    185,000
    100%
    $0.82
    May 16, 2005
    May 16, 2009
    $0.82Dr.
      Chris Osterman
    250,000
    100%
    $0.25
    July 15, 2004
    July 15, 2009
    $0.25Paul
      Cowley
    250,000
    100%
    $0.25
    September 15, 2004
    September 15, 2009
    $0.25


The following table gives certain information concerning stock
option exercises during Fiscal 2005 and by our Senior Management and Directors.
It also gives information concerning stock option values.

Table No. 8Aggregated Stock Options Exercises / Unexercised Stock Options 
  Stock Option Values / Senior Management/Directors 
  as at September 28, 2005

Name
    Number of Shares Acquired on
      Exercise
    Aggregate Value Realized
    Number of Unexercised
      Options at Fiscal Year-End Exercisable/Unexercisable
    Value of Unexercised In-the- Money
      Options at Fiscal Year-End
      Exercisable/UnexercisableDr.
      Chris Osterman
    Nil
    Nil
    250,000
    NilPaul
      Cowley
    Nil
    Nil
    250,000
    NilDr.
      Lawrence A. Dick
    Nil
    Nil
    185,000
    Nil


No Stock Options were exercised during the year ended March 31,
2005 by Senior Management/Directors. However, 50,000 Stock Options were
exercised by an employee as at September 28, 2005.

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Director Compensation. The Issuer had no formal plan for
compensating its Directors for their service in their capacity as Directors.
Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meetings of the
Board of Directors. The Board of Directors may award special remuneration to any
Director undertaking any special services on behalf of the Issuer other than
services ordinarily required of a Director. Other than indicated below no
Director received any compensation for his services as a Director, including
committee participation and/or special assignments.

Stock Options. The Issuer may grant stock options to
Directors, Senior Management, employees and consultants. As at August 31, 2005,
835,000 stock options have been granted and remain unexercised. Refer to ITEM
#6.E., Ownership and Table No. 7 and 8 for information about stock options
outstanding with respect to Directors and Senior Management.

Change of Control Remuneration. The Issuer had no plans
or arrangements in respect of remuneration received or that may be received by
Executive Officers of the Issuer in Fiscal 2006 to compensate such officers in
the event of termination of employment (as a result of resignation, retirement,
change of control) or a change of responsibilities following a change of
control, where the value of such compensation exceeds US$60,000 per Senior
Management.

Other Compensation. No Senior Management/Director
received other compensation in excess of the lesser of US$25,000 or 10% of
such officers cash compensation, and all Senior Management/Directors as a group
did not receive other compensation which exceeded US$25,000 times the number of
persons in the group or 10% of the compensation.

Bonus/Profit Sharing/Non-Cash Compensation. Except for
the stock option program discussed in ITEM #6.E., the Issuer had no material
bonus or profit sharing plans pursuant to which cash or non-cash compensation is
or may be paid to the Issuers Directors or Senior Management.

Pension/Retirement Benefits. No funds were set aside or
accrued by the Issuer during Fiscal 2005 to provide pension, retirement or
similar benefits for Directors or Senior Management.

6.C. Board Practices

6.C.1. Terms of Office

Refer to ITEM 6.A.1.

6.C.2. Directors Service Contracts

 No Disclosure Necessary 

6.C.3. Board of Director Committees

The Issuer has an Audit Committee, which advises the Board of
Directors with respect to the engagement of the independent auditors of the
Issuer and reviews the scope and results of the Issuers audits with the
independent auditors, the Issuers internal accounting controls, and the
professional services furnished by the independent auditors to the Issuer. The
current members of the Audit Committee are: Lawrence Dick, Warren McIntyre and
Chris Osterman. The Audit Committee met once during Fiscal 2005.

6.D. Employees

As of August 31, 2005, the Issuer had no employees only
independent contractors, excluding Senior Management. The independent
contractors are individuals who perform work on the Issuers property.

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6.E. Share Ownership

Table No. 7 lists, as of September 28, 2005, Directors and
Senior Management who beneficially own the Issuers voting securities,
consisting solely of common shares and the amount of the Issuers voting
securities owned by the Directors and Senior Management as a group.

Table No. 9Shareholdings of Directors and Senior Management 
  Shareholdings of 5% Shareholders

|Title of |                                             | Amount and Nature of | Percent of
|-------- | ------------------------------------------- | -------------------- | ----------
|Class    | Name of Beneficial Owner                    | Beneficial Ownership | Class(2)  
|Common   | Lawrence Dick (1)                           | 929,140              | 10.9%     
|Common   | Warren McIntyre                             | 593,837              | 6.9%      
|Common   | Chris Osterman (1)                          | 250,000              | 2.9%      
|Common   | Paul Cowley (1)                             | 250,000              | 2.9%      
|         | Total Directors/Management
      5% Holders | 2,022,977            | 23.6%     

|(1) | These shares are represented by currently exercisable
        share purchase options.
|--- | -------------------------------------------------------------------------------------
|(2) | Percentages based on 8,562,842 shares outstanding
        as at September 28, 2005.  

Stock Options. The terms of incentive options that may
be granted by the Issuer are in accordance with the rules and policies of the
TSX Venture Exchange and the British Columbia Securities Commission, including
the number of common shares under option, the exercise price and expiry date of
such options and any amendments thereto. The Issuer adopted a formal written
stock option plan (the Plan) on September 28, 2004.

Such terms and conditions, including the pricing of the
options, expiry and the eligibility of personnel for such stock options; are
described below.

The principal purposes of the Issuers stock option program are
to (a) assist the company in attracting, retaining, and motivating directors,
officers and employees of the Company and, (b) to closely align the personal
interests of such directors, officers and employees with the interests of the
Company and its shareholders.

The Plan provides that stock options may be granted to service
providers for the Issuer. The term service providers means (a) any full or
part-time employee or Officer, or insider of the Issuer or any of its
subsidiaries; (b) any other person employed by a company or individual providing
management services to the Issuer; (c) any other person or company engaged to
provide ongoing consulting services for the Issuer or any entity controlled by
the Issuer or (d) any individual engaged to provide services that promote the
purchase or sale of the issued securities (any person in (a), (b), (c) or (d)
hereinafter referred to as an Eligible Person); and (e) any registered
retirement savings plan established by such Eligible Person, or any corporation
controlled by such Eligible Person, the issued and outstanding voting shares of
which are, and will continue to be, beneficially owned, directly or indirectly,
by such Eligible Person and/or spouse, children and/or grandchildren of such
Eligible Person. For stock options to Employees, Consultants or Management
Company Employees, the Issuer must represent that the optionee is a bona fide
Employee, Consultant or Management Company Employee as the case may be. The
terms insider Controlled and subsidiary shall have the meanings ascribed
thereto in the Securities Act (Ontario) from time to time. Subject to the
foregoing, the board of directors or Committee, as applicable, shall have full
and final authority to determine the persons who are to be granted options under
the Plan and the number of shares subject to each option.

The Plan shall be administered by the board of directors of the
Issuer or a committee established by the board of directors for that purpose.
Subject to approval of the granting of options by the board of directors or
Committee, as applicable, the Issuer shall grant options under the Plan.

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The Plan provides that the aggregate number of shares of the
Issuer, which may be issued and sold under the Plan, will not exceed 10% of the
issued shares of the Issuer. The Issuer shall not, upon the exercise of any
option, be required to issue or deliver any shares prior to (a) the admission of
such shares to listing on any stock exchange on which the Issuers shares may
them be listed, and (b) the completion of such registration or other
qualification of such shares under any law, rules or regulation as the Issuer
shall determine to be necessary or advisable. If any shares cannot be issued to
any optionee for whatever reason, the obligation of the Issuer to issue such
shares shall terminate and any option exercise price paid to the Issuer shall be
returned to the optionee.

If a stock option expires or otherwise terminates for any reason
  without having been exercised in full, the number of common shares reserved
  for issuance under that expired or terminated stock option shall again be available
  for the purposes of the Plan. Any stock option outstanding when the Plan is
  terminated will remain in effect until it is exercised or it expires. The Plan
  provides that it is solely within the discretion of the Board to determine who
  should receive stock options and in what amounts, subject to the following conditions:

(a)           
  Options will be non-assignable and non-transferable except that they will be
  exercisable by the personal representative of the option holder in the event
  of the option holders death;

(b)           
  Options may be exercisable for a maximum of five years from grant date;

(c)           
  Options to acquire no more than 5% of the issued shares of the Issuer may be
  granted to any one individual in any 12-month period;

(d)           
  Options to acquire no more than 2% of the issued shares of the Issuer may be
  granted to any one consultant in any 12-month period;

(e)           
  Options to acquire no more than an aggregate of 2% of the issued shares of the
  Issuer may be granted to an employee conducting investor relations activities
  (as defined in TSX Venture Exchange Policy 1.1), in any 12 month period;

(f)           
  Options to acquire no more than 10% of the issued shares of the Issuer may be
  granted to any insiders in any 12-month period;

(g)           
  Options held by an option holder who is a director, employee, consultant or
  management company employee must expire within 90 days after the option holder
  ceases to be a director, employee, consultant or management company employee;

(h)           
  Options held by an option holder who is engaged in investor relations activities
  must expire within 30 days after the option holder ceases to be employed by
  the Issuer to provide investor relations activities; and

(i)           
  In the event of an option holders death, the option holders personal
  representative may exercise any portion of the option holders vested outstanding
  options for a period of one year following the option holders death.

The Plan provides that other terms and conditions may be
attached to a particular stock option, such terms and conditions to be referred
to in a schedule attached to the option certificate. Stock options granted to
directors, senior officers, employees or consultants will vest when granted
unless otherwise determined by the Board on a case by case basis, other than
stock options granted to consultants performing investor relations activities,
which will vest in stages over 12 months with no more than one-fourth of the
options vesting in any three month period.

The price at which an option holder may purchase a common share
  upon the exercise of a stock option will be as set forth in the option certificate
  issued in respect of such option and in any event will not be less than the
  discounted market price of the Issuers common shares as of the date of
  the grant of the stock option (the Award Date). The market
  price of the Issuers common shares for a particular Award Date will typically
  be the closing trading price of the Issuers common shares on the day immediately
  preceding the Award Date, or otherwise in accordance with the terms of the Plan.

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Where there is no such closing price or trade on the prior trading
  day market price shall mean the average of the most recent bid and
  ask of the shares of the Issuer on any stock exchange on which the shares are
  listed or dealing network on which the shares of the Issuer trade.

In no case will a stock option be exercisable at a price less
than the minimum prescribed by each of the organized trading facilities or the
applicable regulatory authorities that would apply to the award of the stock
option in question.

Common shares will not be issued pursuant to stock options
granted under the Plan until they have been fully paid for by the option holder.
The Issuer will not provide financial assistance to option holders to assist
them in exercising their stock options.

The names and titles of the Directors/Executive Officers of the
Issuer to whom outstanding stock options have been granted and the number of
common shares subject to such options is set forth in Table No. 10 as of August
31, 2005, as well as the number of options granted to Directors and independent
contractors.

Table No. 10Stock Options Outstanding as at
September 28, 2005

|                           | Number of Shares of | Exercise |                    |                   
|-------------------------- | ------------------- | -------- | ------------------ | ------------------
|Name                       | Common Stock        | Price    | Grant Date         | Expiration Date   
|Officers/Directors:        |                     |          |                    |                   
|Dr. Chris Osterman         | 250,000             | $0.25    | July 15, 2004      | July 15, 2009     
|Paul Cowley                | 250,000             | $0.25    | September 15, 2004 | September 15, 2009
|Dr. Lawrence A. Dick       | 185,000             | $0.82    | May 16, 2005       | May 16, 2009      
|                           |                     |          |                    |                   
|Employees/Consultants:     |                     |          |                    |                   
|First Star Strategies Inc. | 150,000             | $(0.62)  | September 28, 2005 | September 28, 2010
|                           |                     |          |                    |                   
|Grand Total                | 835,000             |          |                    |                   

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major Shareholders

7.A.1.a. Holdings By Major Shareholders

For holdings by major shareholders, see ITEM #6.E and Table No.
7.

7.A.1.b. Significant Changes in Major Shareholders
Holdings

 No Disclosure Necessary 

7.A.1.c. Different Voting Rights

The Issuers major shareholders do not have different voting
rights.

7.A.2. Canadian Share Ownership

As at August 10, 2005, the Issuers shareholders list showed
7,872,842 common shares outstanding and 32 registered shareholders. The Issuer
has researched the indirect holding by depository institutions and other
financial institutions estimates that there are: 27 holders of record resident
in Canada, holding 7,611,342 common shares and 5 holders of record resident in
the USA, holding 261,500 common shares.

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7.A.3. Control of the Company

The Issuer is a publicly owned Canadian corporation, the shares
of which are owned by Canadian residents and other foreign residents. The Issuer
is not controlled by any foreign government or other person(s) except as
described in ITEM #4.A. History and Growth of the Company, and ITEM #6.E.
Share Ownership.

7.A.4. Change of Control of Company Arrangements

 No Disclosure Necessary 

7.B. Related Party Transactions

For the Year Ended March 31, 2005

During the period ended March 31, 2005, the Company incurred
the following charges with Zimtu, a former shareholder, a company with a common
director and directors:

|Consulting                   | $52,500
|---------------------------- | -------
|Management fees              | 17,500 
|Promotion and advertising    | 450    
|Rent and administration fees | 4,050  
|                             | $74,500

These charges were measured by the exchange amount, which is
the amount agreed upon by the transacting parties. The related parties are,
Zimtu, Warren McIntyre, Rudy De Jong and St. Cloud Mining Services Ltd. During
the year ended March 31, 2005, the Company issued 150,000 units at a price of
$0.16 per unit for total proceeds of $24,000 to directors of the Company. The
related parties are Lawrence Dick and Warren McIntyre. As at March 31, 2005,
accounts payable and accrued liabilities include $52,500 due to Warren McIntyre
a director of the Company for consulting services.

Accounting Fees

The Issuer paid accounting fees of $7,200 and $15,650 to
Amisano Hanson during Fiscal 2005 and Fiscal 2006 (to date), respectively. These
accounting fees consisted of auditing the Issuers annual financial
statements.

Shareholder Loans

 No Disclosure Necessary 

Amounts Owing to Senior Management/Directors

Except as disclosed in this Annual Report, there have been no
transactions since August 31, 2005, or proposed transactions, which have
materially affected or will materially affect the Issuer in which any director,
executive officer, or beneficial holder of more than 5% of the outstanding
common shares, or any of their respective relatives, spouses, associates or
affiliates has had or will have any direct or material indirect interest.
Management believes the transactions referenced above were on terms at least as
favourable to the Issuer as the Issuer could have obtained from unaffiliated
parties.

7.C. Interests of Experts and Counsel

 No Disclosure Necessary 

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ITEM 8. FINANCIAL INFORMATION

8.A. Consolidated Statements and Other Financial
Information

The Issuers financial statements are stated in Canadian
Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted
Accounting Principles (GAAP), the application of which, in the case of the
Issuer, conforms in all material respects for the periods presented with United
States GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are
attached hereto and found immediately following the text of this Annual Report.
The audit reports of Amisano Hanson, Independent Chartered Accountants, are
included herein immediately preceding the financial statements.

Audited Financial Statements: Fiscal 2005 Ended
March 31

8.A.7. Legal/Arbitration Proceedings

The Directors and the management of the Issuer do not know of
any material, active or pending, legal proceedings against them; nor is the
Issuer involved as a plaintiff in any material proceeding or pending
litigation.

The Directors and the management of the Issuer know of no
active or pending proceedings against anyone that might materially adversely
affect an interest of the Issuer.

8.B. Significant Changes

ITEM 9. THE OFFER AND LISTING

9.A.4 Common Share Trading Information

The Companys common shares trade on the CNQ in Toronto,
Ontario, Canada, under the symbol GOLD. The Issuer applied for listing on the
CNQ and began trading on the CNQ on June 14, 2004. Further, the Companys common
shares began trading on the Over-The-Counter Bulletin Board Quotation System
under the symbol EVOGF on July 26, 2005.

Table No. 13 lists the high and low sales prices on the CNQ for
the last six months. No other disclosure is provided as the Issuer began trading
on June 14, 2004.

Table No. 13
  CNQCommon Shares Trading Activity 
  - Sales -
  Canadian Dollars

|Period                           | High  | Low  
|-------------------------------- | ----- | -----
|                                 |       |      
|Month Ended August 31, 2005      | $0.80 | $0.51
|Month Ended July 31, 2005        | $0.82 | $0.70
|Month Ended June 30, 2005        | $1.00 | $0;72
|Month Ended May 31, 2005         | $1.05 | $0.72
|Month Ended April 30, 2005       | $0.76 | $0.53
|Month Ended March 31, 2005       | $0.63 | $0.56
|                                 |       |      
|Fiscal Year Ended March 31, 2005 | $0.65 | $0.50

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9.A.5. Common Share Description

Registrar/Common Shares
Outstanding/Shareholders

The Issuer has an authorized capital of an unlimited number of
common shares without par value. As of September 28, 2005 a total of 8,562,842
shares were issued and outstanding. All shares are initially issued and
registered in the name of the shareholder or its nominee. There are no
restrictions on the transferability of the shares imposed by the Issuers
contacting documents. The registrar and transfer agent for the common shares is
Pacific Corporate Trust of Canada located at 625 Howe Street, 10th Floor,
Vancouver, B.C. Canada, V6C 3B8.

Common Share Description

All of the authorized common shares of the Issuer are of the
same class and, once issued, rank equally as to dividends, voting powers, and
participation in assets.

Holders of common shares are entitled to one vote for each
share held of record on all matters to be acted upon by the shareholders.
Holders of common shares are entitled to receive such dividends as may be
declared from time to time by the Board of Directors, in its discretion, out of
funds legally available therefore.

Upon liquidation, dissolution or winding up of the Issuer,
holders of common shares are entitled to receive pro ratathe assets of
Issuer, if any, remaining after payments of all debts and liabilities.

No shares have been issued subject to call or assessment. There
are no pre-emptive or conversion rights and no provisions for redemption or
purchase for cancellation, surrender, or sinking or purchase funds.

Provisions as to the modification, amendment or variation of
such shareholder rights or provisions are contained in the CBCA. Unless the
CBCA, the Issuers Articles or Articles of Incorporation otherwise provide, any
action to be taken by a resolution of the shareholders may be taken by an
ordinary resolution, being approval by a vote of a majority of the votes cast in
respect of the matter at the shareholders meeting.

There are no restrictions on the repurchase or redemption of
common shares of the Issuer while there is any arrearage in the payment of
dividends or sinking fund instalments.

Stock Options

Refer to ITEM 6.E. and Table No. 8 for additional
information.

Share Purchase Warrants

As of March 31, 2005 there were 600,000 share purchase warrants
outstanding. Subsequent to year ended on May 25, 2005, the Company closed a
shares for debt private placement of 432,742 units at a price of $0.66 per unit.
Each unit consists of one common share and one non-transferable common share
purchase warrant. Each warrant entitles the holder thereof to purchase an
additional common share of the Company at an exercise price of $0.82 for a
period of two years from the data of issuance. Such warrants have a four-month
hold period expiring September 26, 2005. In July 2005, 40,000 warrants were
exercised at $0.25 per share for proceeds of $10,000. On September 14, 2005, the
Company closed another non-brokered private placement of 290,000 units at a
price of $0.50 per unit. Each unit consists of one common share and one
non-transferable share purchase warrant. Each warrant entitles the holder
thereof to purchase an additional common share of the Company at an exercise
price of $0.55 per share for a period of two years from the date of issuance.
Such warrants have a four-month hold period expiring January 15, 2005.

As such, as at September 28, 2005, there were 1,282,742 share
purchase warrants outstanding.

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9.A.6. Differing Rights

9.A.7.a. Subscription Warrants/Right

9.A.7.b. Convertible Securities/Warrants

 Not applicable 

9.C. Stock Exchanges Identified

The common shares of the Company trade on CNQ and the
Over-The-Counter Bulletin Board Quotation System. Refer to ITEM #9.A.4.

ITEM 10. ADDITIONAL INFORMATION

10.A. Share Capital

 Not applicable 

10.B. Memorandum and Articles of Association

The Company was incorporated on June 19, 2003 under the CBCA.
  There are no restrictions on the business that the Company may carry on in the
  Articles of Incorporation.

Under the Companys articles of incorporation and bylaws
  a director is not allowed to vote on a proposal, arrangement, contract or transaction
  in which the director is materially interested. A director who is, in any way,
  directly or indirectly, interested in a material contract or proposed material
  contract with the Company shall disclose the nature and extent of his interest
  at a meeting of the directors in accordance with the provisions of the CBCA.
  A director shall not vote in respect of any such contract unless the contract
  is:

(a)           
  one primarily relating to the directors remuneration as a director, officer,
  employee or agent of the Company or an affiliate;

(b)           
  one for indemnity or insurance of the director; or

(c)           
  one with an affiliate.

Article 7 of the Companys bylaws address the borrowing powers
of the directors. The borrowing powers are summarized as follows:

The Directors may, from time to time on behalf of the Company:

(a)           
  borrow money in such manner and amount, on such security from such sources and
  upon such terms and conditions as they think fit;

(b)           
  issue bonds or other debt instruments outright or as security for any liability
  or obligation for either the Company or any other person;

(c)           
  mortgage any part or the whole of any property or assets of the Company;

There are no age limit requirements pertaining to the
retirement or non-retirement of directors and a director need not be a
shareholder of the Company. The rights, preferences and restrictions attaching
to each class of the Companys shares are as follows:

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Common Shares

All of the authorized shares of common stock of the Company are
of the same class and, once issued, rank equally as to dividends, voting powers,
and participation in assets. Holders of common stock are entitled to one vote
for each share held of record on all matters to be acted upon by the
shareholders. Holders of common stock are entitled to receive such dividends as
may be declared from time to time by the Board of Directors, in its discretion,
out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Company,
holders of common stock are entitled to receive pro rata the assets of
Company, if any, remaining after payments of all debts and liabilities. No
shares have been issued subject to call or assessment. There are no pre-emptive
or conversion rights and no provisions for redemption or purchase for
cancellation, surrender, or sinking or purchase funds.

The Company may by ordinary resolution filed with the Registrar
amend its Memorandum to increase the authorized capital of the Company by:

| | (a) | creating shares with par value or shares without
        par value                                          
| | --- | ------------------------------------------------------------------------------------------------------------
| |     |                                                                                                             
| | (b) | increasing the number of shares with par value or
        without par value                                 
| |     |                                                                                                             
| | (c) | increasing the par value of a class of shares with
        par value, if no shares of that class are issued.

The Company may by special resolution alter its Memorandum to
subdivide, consolidate or change the designation of any or all of its shares in
such manner and with such consents of members holding a class of shares as the
Company Act provides.

The Company may alter its Memorandum or these Articles:

| | (a) | by special resolution, to create, define and attach
        special rights and restrictions to any shares, and
| | --- | --------------------------------------------------------------------------------------------------------------
| |     |                                                                                                               
| | (b) | by special resolution to vary or abrogate any special
        rights and restrictions attached to any shares  

But no right attached to any issued shares shall be prejudiced
or interfered with unless all members holding shares of each class whose right
is so affected has given consent in writing, or unless a resolution consenting
is passed by three-fourths of such holders at a separate class meeting of the
holders.

Redemption Provisions

The Company may, by a resolution of the Directors and in
compliance with the Corporation Act, purchase any of its shares at the price and
at the terms specified in the resolution. No purchase will be made if, at the
time, the Company is insolvent or the purchase would render the Company
insolvent. Unless the shares are to be purchased through a stock exchange or the
Company is purchasing the shares from an employee or former employee, or if the
Company is purchasing the shares from an affiliate or dissenting members, the
Company shall make its offer to purchase pro ratato every member who
holds shares of the class or kind. If the Company proposes to redeem some but
not all of the shares of any class, the Directors may decide the manner in which
the shares to be redeemed shall be selected.

There are no provisions discriminating against any existing or
prospective holder of securities as a result of such shareholder owning a
substantial number of shares.

The conditions governing the manner in which annual general
meetings and extraordinary general meetings of shareholders are convoked,
including conditions of admission are described in Part 7 of the Companys
bylaws. These conditions are summarized as follows:

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Annual Meeting. An annual general
  meeting shall be held once in every calendar year at such time and place as
  determined by the Directors, but not more than 15 months after the holding of
  the last preceding annual general meeting.

Extraordinary General Meetings.
  The Board, the Chairman of the Board, the Managing Director or the President
  may convene an extraordinary general meeting whenever they see fit. Others who
  wish to convene a meeting may requisition to do so through the process provided
  under the Corporations Act.

Every member who is present in person shall have one vote and
every member shall have one vote for which he is the registered holder either in
person or by proxy. A member holding more than one share in respect of which he
is entitled to vote shall be entitled to appoint one or more, but not more than
five, proxy holders to attend, act and vote for him.

There are no limitations on the rights to own securities.

There are no provisions of the Companys articles of
association, charter or bylaws that would have an effect of delaying, deferring
or preventing a change in control of the Company and that would operate only
with respect to a merger, acquisition or corporate restructuring involving the
Company.

10.C. Material Contracts

(a)           
  Murray Property Option Agreement between the Company and Zimtu regarding the
  Murray Property dated July 22, 2003.

(b)           
  Mineral Property Agreement between Zimtu and Jody Dahrouge regarding the Murray
  Property dated June 10, 2003.

(c)           
  Administrative Services and Rental Agreement between the Company and Zimtu dated
  July 1, 2003.

(d)           
  Services Agreement regarding revised Murray Property work commitments dated
  September 16, 2004.

(e)           
  Winnemucca Option and Royalty Agreement among the Company, Golden Sands and
  AHL dated December 3, 2004 regarding the Winnemucca Mountain Property.

(f)           
  Option Amending Agreement among the Company, Golden Sands and AHL dated January
  7, 2005.

(g)           
  Option Amending Agreement No. 2 among the Company, Golden Sands and AHL dated
  February 25, 2005.

(h)           
  Geocore Option and Royalty Agreement between the Company and Geocore dated May
  4, 2005.

10.D. Exchange Controls

Canada has no system of exchange controls. There are no
Canadian restrictions on the repatriation of capital or earnings of a Canadian
public company to non-resident investors. There are no laws in Canada or
exchange restrictions affecting the remittance of dividends, profits, interest,
royalties and other payments to non-resident holders of the Issuers securities,
except as discussed in ITEM 10E, Taxation below.

Restrictions on Share Ownership by Non-Canadians: There are no
  limitations under the laws of Canada or in the organizing documents of the Issuer
  on the right of foreigners to hold or vote securities of the Issuer, except
  that the Investment Canada Act may require review and approval by the Minister
  of Industry (Canada) of certain acquisitions of control of the Issuer
  by a non-Canadian. The threshold for acquisitions of control is
  generally defined as being one-third or more of the voting shares of the Issuer.
  Non-Canadian generally means an individual who is not a Canadian
  citizen, or a corporation, partnership, trust or joint venture that is ultimately
  controlled by non-Canadians.

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10.E. Taxation

Material Canadian Federal Income Tax Consequences for United
States Residents

The following discussion summarizes the material Canadian
federal income tax consequences which are generally applicable to the holding
and disposition of Common Shares by a holder (in this summary, a U.S.
Holder) who, (a) for the purposes of the Income Tax Act (Canada)
(the Tax Act), is not resident in Canada, deals at arms length with
the Company, holds the Common Shares as capital property and does not use or
hold the Common Shares in the course of carrying on, or otherwise in connection
with, a business in Canada, and (b) for the purposes of the Canada-United States
Income Tax Convention, 1980 (the Treaty), is a resident solely of the
United States, has never been a resident of Canada, and has not held or used
(and does not hold or use) Common Shares in connection with a permanent
establishment or fixed base in Canada. This summary does not apply to traders or
dealers in securities, limited liability companies, tax-exempt entities,
insurers, financial institutions (including those to which the mark-to-market
provisions of the Tax Act apply), or any other U.S. Holder to which special
considerations apply.

This summary is based on the current provisions of the Tax Act
including all regulations thereunder, the Treaty, all proposed amendments to the
Tax Act, the regulations and the Treaty publicly announced by the Government of
Canada to the date hereof, and the current administrative practices of the
Canada Customs and Revenue Agency. It has been assumed that all currently
proposed amendments will be enacted as proposed and that there will be no other
relevant change in any governing law or administrative practice, although no
assurances can be given in these respects. This summary does not take into
account provincial, U.S., state or other foreign income tax law or practice. The
tax consequences to any particular U.S. Holder will vary according to the status
of that holder as an individual, trust, corporation, partnership or other
entity, the jurisdictions in which that holder is subject to taxation, and
generally according to that holders particular circumstances. Accordingly, this
summary is not, and is not to be construed as, Canadian tax advice to any
particular U.S. Holder.

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by the
Company will be subject to Canadian withholding tax. Under the Treaty, the rate
of withholding tax on dividends paid to a U.S. Holder is generally limited to
15% of the gross amount of the dividend (or 5% if the U.S. Holder is a
corporation and beneficially owns at least 10% of the Companys voting shares).
The Company will be required to withhold the applicable withholding tax from any
such dividend and remit it to the Canadian government for the U.S. Holders
account.

Disposition

A U.S. Holder is not subject to tax under the Tax Act in
respect of a capital gain realized on the disposition of a Common Share in the
open market unless the share is taxable Canadian property to the holder
thereof and the U.S. Holder is not entitled to relief under the Treaty. A Common
Share will be taxable Canadian property to a U.S. Holder if, at any time during
the 60 months preceding the disposition, the U.S. Holder or persons with whom
the U.S. Holder did not deal at arms length alone or together owned, or had
rights to acquire, 25% or more of the Companys issued shares of any class or
series.

A U.S. Holder whose Common Shares do constitute taxable
Canadian property, and who might therefore be liable for Canadian income tax
under the Tax Act, will generally be relieved from such liability under the
Treaty unless the value of such shares at the time of disposition is derived
principally from real property situated in Canada.

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United States Tax Consequences

United States Federal Income Tax Consequences

The following is a discussion of all material United States
federal income tax consequences, under current law, generally applicable to a
U.S. Holder (as hereinafter defined) of common shares of the Company. This
discussion does not address all potentially relevant federal income tax matters
and it does not address consequences peculiar to persons subject to special
provisions of federal income tax law, such as those described below as excluded
from the definition of a U.S. Holder. In addition, this discussion does not
cover any state, local or foreign tax consequences. (see Taxation  Canadian
Federal Income Tax Consequences above). Accordingly, we strongly urge and
encourage holders and prospective holders of common shares of the Company to
consult their own tax advisors about the specific federal, state, local, and
foreign tax consequences to them of purchasing, owning and disposing of common
shares of the Company, based upon their individual circumstances.

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

U.S. Holders

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

Distribution on Common Shares of the Company

In general, U.S. Holders receiving dividend distributions (including
  constructive dividends) with respect to common shares of the Company are required
  to include in gross income for United States federal income tax purposes the
  gross amount of such distributions, equal to the U.S. dollar value of such distributions
  on the date of receipt (based on the exchange rate on such date), to the extent
  that the 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 federal income tax liability or, alternatively, may be deducted
  in computing the U.S. Holders federal taxable income by those who itemize
  deductions. (See more detailed discussion at Foreign Tax Credit
  below). To the extent that distributions exceed current or accumulated earnings
  and profits of the Company, they will be treated first as a return of capital
  up to the U.S. Holders adjusted basis in the common shares and thereafter
  as gain from the sale or exchange of property. Preferential tax rates for long-term
  capital gains are applicable to a U.S. Holder which is an individual, estate
  or trust. There are currently no preferential tax rates for long-term capital
  gains for a U.S. Holder which is a corporation.

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In the case of foreign currency received as a dividend that is
  not converted by the recipient into U.S. dollars on the date of receipt, a U.S.
  Holder will have a tax basis in the foreign currency equal to its U.S. dollar
  value on the date of receipt. Generally any gain or loss recognized upon a subsequent
  sale or other disposition of the foreign currency, including the exchange for
  U.S. dollars, will be ordinary income or loss. However, an individual whose
  realized gain does not exceed $200 will not recognize that gain, provided that
  there are no expenses associated with the transaction that meet the requirements
  for deductibility as a trade or business expense (other than travel expenses
  in connection with a business trip) or as an expense for the production of income.

Dividends paid on the common shares of the Company generally
will not be eligible for the dividends received deduction provided to
corporations receiving dividends from certain United States corporations. A U.S.
Holder which is a corporation and which owns shares representing at least 10% of
the voting power and value of the Company may, under certain circumstances, be
entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least
20% of the voting power and value of the Company) deduction of the United States
source portion of dividends received from the Company (unless the Company
qualifies as a foreign personal holding company or a passive foreign
investment company, as defined below). The Company does not anticipate that it
will earn any United States income, however, and therefore does not anticipate
that any U.S. Holder will be eligible for the dividends received deduction.

Under current Treasury Regulations, dividends paid on the
Companys common shares, if any, generally will not be subject to information
reporting and generally will not be subject to U.S. backup withholding tax.
However, dividends and the proceeds from a sale of the Companys common shares
paid in the U.S. through a U.S. or U.S. related paying agent (including a
broker) will be subject to U.S. information reporting requirements and may also
be subject to the 31% U.S. backup withholding tax, unless the paying agent is
furnished with a duly completed and signed Form W-9. Any amounts withheld under
the U.S. backup withholding tax rules will be allowed as a refund or a credit
against the U.S. Holders U.S. federal income tax liability, provided the
required information is furnished to the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)
Canadian income tax with respect to the ownership of common shares of the
Company may be entitled, at the option of the U.S. Holder, to either receive a
deduction or a tax credit for such foreign tax paid or withheld. Generally, it
will be more advantageous to claim a credit because a credit reduces United
States federal income taxes on a dollar-for-dollar basis, while a deduction
merely reduces the taxpayers income subject to tax. This election is made on a
year-by-year basis and generally applies to all foreign taxes paid by (or
withheld from) the U.S. Holder during that year. There are significant and
complex limitations which apply to the credit; among which is the general
limitation that the credit cannot exceed the proportionate share of the U.S.
Holders United States income tax liability that the U.S. Holders foreign
source income bears to his or its worldwide taxable income. In the determination
of the application of this limitation, the various items of income and deduction
must be classified into foreign and domestic sources. Complex rules govern this
classification process. In addition, this limitation is calculated separately
with respect to specific classes of income such as passive income, high
withholding tax interest, financial services income, shipping income, and
certain other classifications of income. Dividends distributed by the Company
will generally constitute passive income or, in the case of certain U.S.
Holders, financial services income for these purposes. The availability of the
foreign tax credit and the application of the limitations on the credit are fact
specific, and U.S. Holders of common shares of the Company are urged to consult
their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of the Company

In general, U.S. Holders will recognize gain or loss upon the
  sale of common shares of the Company equal to the difference, if any, between
  (i) the amount of cash plus the fair market value of any property received,
  and (ii) the shareholders tax basis in the common shares of the Company.
  Preferential tax rates apply to long-term capital gains of U.S. Holders which
  are individuals, estates or trusts.

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In general, gain or loss on the sale of common shares of the
  Company will be long-term capital gain or loss if the common shares are a capital
  asset in the hands of the U.S. Holder and are held for more than one year. Deductions
  for net capital losses are subject to significant limitations. For U.S. Holders
  which are not corporations, any unused portion of such net capital loss may
  be carried over to be used in later tax years until such net capital loss is
  thereby exhausted. For U.S. Holders that are corporations (other than corporations
  subject to Subchapter S of the Code), an unused net capital loss may be carried
  back three years and carried forward five years from the loss year to be offset
  against capital gains until such net capital loss is thereby exhausted.

Other Considerations

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

Foreign Personal Holding Company

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

Foreign Investment Company

If 50% or more of the combined voting power or total value of
the Companys outstanding shares is held, directly or indirectly, by citizens or
residents of the United States, United States domestic partnerships or
corporations, or estates or trusts other than foreign estates or trusts (as
defined by the Code Section 7701(a)(31)), and the Company is found to be engaged
primarily in the business of investing, reinvesting, or trading in securities,
commodities, or any interest therein, it is possible that the Company may be
treated as a foreign investment company as defined in Section 1246 of the
Code, causing all or part of any gain realized by a U.S. Holder selling or
exchanging common shares to be treated as ordinary income rather than capital
gain. The Company does not believe that it currently qualifies as a foreign
investment company. However, there can be no assurance that the Company will not
be considered a foreign investment company for the current or any future taxable
year.

Passive Foreign Investment Company

United States income tax law contains rules governing PFICs
which can have significant tax effects on U.S. Holders of foreign corporations.
These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a
PFIC as a corporation that is not formed in the United States if, for any
taxable year, either (i) 75% or more of its gross income is passive income,
which includes interest, dividends and certain rents and royalties or (ii) the
average percentage, by fair market value (or, if the corporation is not publicly
traded and either is a controlled foreign corporation or makes an election, by
adjusted tax basis), of its assets that produce or are held for the production
of passive income is 50% or more. The Company was not a PFIC for the fiscal
year ended March 31, 2004, and while the Company does not expect to qualify as a
PFIC for the fiscal year ending March 31, 2005, it may qualify as a PFIC in
future fiscal years. Each U.S. Holder of the Company is urged to consult a tax
advisor with respect to how the PFIC rules affect such U.S. Holders tax
situation.

Each U.S. Holder who holds stock in a foreign corporation during
  any year in which such corporation qualifies as a PFIC is subject to United
  States federal income taxation under one of three alternative tax regimes at
  the election of such U.S. Holder. The following is a discussion of such alternative
  tax regimes applied to such U.S. Holders of the Company.

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

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

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

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

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

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In the case of a Non-Electing U.S. Holder, special taxation
rules under Section 1291 of the Code will apply to (i) gains realized on the
disposition (or deemed to be realized by reasons of a pledge) of his Registrant
common shares and (ii) certain excess distributions, as defined in Section
1291(b), by the Company.

A Non-Electing U.S. Holder generally would be required to pro
rate all gains realized on the disposition of his Registrant common shares and
all excess distributions on his Registrant common shares over the entire holding
period for the common shares. All gains or excess distributions allocated to
prior years of the U.S. Holder (excluding any portion of the holders period
prior to the first day of the first year of the Company (i) which began after
December 31, 1986, and (ii) for which the Company was a PFIC) would be taxed at
the highest tax rate for each such prior year applicable to ordinary income. The
Non-Electing U.S. Holder also would be liable for interest on the foregoing tax
liability for each such prior year calculated as if such liability had been due
with respect to each such prior year. A Non-Electing U.S. Holder that is not a
corporation must treat this interest charge as personal interest which, as
discussed above, is wholly non-deductible. The balance, if any, of the gain or
the excess distribution will be treated as ordinary income in the year of the
disposition or distribution, and no interest charge will be incurred with
respect to such balance. In certain circumstances, the sum of the tax and the
PFIC interest charge may exceed the amount of the excess distribution received,
or the amount of proceeds of disposition realized, by the U.S. Holder.

If the Company is a PFIC for any taxable year during which a
Non-Electing U.S. Holder holds Registrant common shares, then the Company will
continue to be treated as a PFIC with respect to such Registrant common shares,
even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may
terminate this deemed PFIC status by electing to recognize gain (which will be
taxed under the rules discussed above for Non-Electing U.S. Holders) as if such
Registrant common shares had been sold on the last day of the last taxable year
for which it was a PFIC.

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

Under Section 1291(f) of the Code, the IRS has issued Proposed
  Treasury Regulations that, subject to certain exceptions, would treat as taxable
  certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
  not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations,
  and transfers at death. Generally, in such cases the basis of the Company common
  shares in the hands of the transferee and the basis of any property received
  in the exchange for those common shares would be increased by the amount of
  gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder
  would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges
  pursuant to corporate reorganizations, and transfers at death. The transferees
  basis in this case will depend on the manner of the transfer. In the case of
  a transfer by an Electing U.S. Holder upon death, for example, the transferees
  basis is generally equal to the fair market value of the Electing U.S. Holders
  common shares as of the date of death under Section 1014 of the Code.

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The specific tax effect to the U.S. Holder and the transferee
  may vary based on the manner in which the common shares are transferred. Each
  U.S. Holder of the Company is urged to consult a tax advisor with respect to
  how the PFIC rules affect his or its tax situation.

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

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

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

Controlled Foreign Corporation

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

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10.F. Dividends and Paying Agents

 No Disclosure Necessary 

10.G. Statement by Experts

 No Disclosure Necessary 

10.H. Document on Display

The documents concerning the Company referred to in this Annual
Report may be viewed at Suite 1200, 1188 West Georgia Street, Vancouver, British
Columbia, Canada during normal business hours.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

 No Disclosure Necessary 

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES

 No Disclosure Necessary 

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES

 No Disclosure Necessary 

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS

 No Disclosure Necessary 

ITEM 15. CONTROLS AND PROCEDURES

The Company carried out an evaluation of the effectiveness of
the design and operation of the Companys disclosure controls and procedures as
of March 31, 2005 being the date of our most recently completed fiscal year.
Based upon that evaluation, our chief executive officer and our chief financial
officer concluded that the Companys disclosure controls and procedures are
effective in timely alerting management to material information relating to us
required to be included in our periodic SEC filings.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934 (the
Exchange Act) is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed our
reports filed under the Exchange Act is accumulated and communicated to
management, including our chief executive officer and chief financial officer to
allow timely decisions regarding required disclosure.

During our most recently completed fiscal year ended March 31,
2005, there were no changes in the Companys internal control over financial
reporting that have materially affected, or are reasonably likely to affect, our
internal control over financial reporting.

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The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

1.           
  Pertain to the maintenance of records that in reasonable detail accurately and
  fairly reflect the transactions and dispositions of the assets of the registrant;

2.           
  Provide reasonable assurance that transactions are recorded as necessary to
  permit preparation of financial statements in accordance with generally accepted
  accounting principles, and that receipts and expenditures of the registrant
  are being made only in accordance with authorizations of management and directors
  of the registrant; and

3.           
  Provide reasonable assurance regarding prevention or timely detection of unauthorized
  acquisition, use or disposition of the registrant's assets that could have a
  material effect on the financial statements. No Disclosure Necessary 

ITEM 16. RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Company does not have a financial expert serving on its
audit committee. The Company has had some difficulty in attracting financial
experts to serve on its board of directors, due to the Companys small size. The
Companys financial statements are not complex, and the Company does not view
the retention of a financial expert as critical to its further development.
Regardless, the Company is currently considering appointing a director to the
board and to the audit committee who would be a financial expert.

ITEM 16B. CODE OF ETHICS

The Company has not formally adopted a written code of ethics.
The Company is reviewing the adoption of a formal code of ethics. The Company
has guided its conduct by the provisions of the British Columbia Business
Corporations Act and the securities legislation applicable to it. Due to its
size, management had not deemed it necessary to adopt a formal written code of
ethics at this time.

ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES

A. Audit Fees

The aggregate fees billed by the auditors of the Company were
$17,250 and $5,600 for the fiscal years ended 2005 and 2004, respectively.

B. Audit-Related Fees

March 31, 2005 - $5,000

March 31, 2004 - $Nil

C. Tax Fees

Nil

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D. All Other Fees

Nil

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES

 No Disclosure Necessary 

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE
ISSUER/AFFILIATED PURCHASERS

 No Disclosure Necessary 

PART III

ITEM 17. FINANCIAL STATEMENTS

This Annual Report on Form 20-F includes the Companys audited
financial statements for the years ended March 31, 2005 and 2004, including the
following:

1.           
Independent Auditors Report of Amisano Hanson dated July 21, 2005.

2.           
Balance Sheets as at March 31, 2005 and March 31, 2004.

3.           
Statements of Loss and Deficit for the year ended March 31, 2005 and for the
period from June 19, 2003 (date of incorporation) to March 31, 2004.

4.           
Statements of Cash Flows for the year ended March 31, 2005 and for the period
from June 19, 2003 (date of incorporation) to March 31, 2004.

5.           
  Statement of Shareholders Equity for the period from June 19, 2003 (date
  of incorporation) to March 31, 2005.

6.           
  Notes to Financial Statements

ITEM 18. FINANCIAL STATEMENTS

The Issuer has elected to provide financial statements pursuant
to ITEM #17.

ITEM 19. EXHIBITS

The following financial statements, related schedules and
exhibits are included in this Form 20-F:

|EXHIBITNUMBER | DESCRIPTION OFEXHIBIT                                                                                                
|------------- | ---------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                      
|12.1          | Certification
        of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002(1)
|
|              |                                                                                                                      
|12.2          | Certification
        of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002(1)
|

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|EXHIBITNUMBER | DESCRIPTION OFEXHIBIT                                                                                                                                                           
|------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                 
|13.1          | Certification
        of Chief Executive Officer pursuant to pursuant to 18 U.S.C. Section 1350,
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
|
|              |                                                                                                                                                                                 
|13.2          | Certification
        of Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350,
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
|
|              |                                                                                                                                                                                 
|99.1          | Audited
        Financial Statements for the periods ended March 31, 2005 and 2004                                                                                              

|(1) | Filed as an exhibit to this Annual Report on Form 20-F for the fiscal
      year ended March 31, 2005.
|--- | ------------------------------------------------------------------------------------------------------

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SIGNATURE PAGE

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant certifies that it meets all of the
requirements for filing on Form 20-F and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

|Evolving Gold Corp.       |             |                                             
|------------------------- | ----------- | --------------------------------------------
|Registrant                |             |                                             
|                          |             |                                             
|Dated: September 30, 2005 | **Signed:** | /s/ Warren McIntyre                         
|                          |             | Warren McIntyre,                            
|                          |             | Corporate Secretary, Chief Financial Officer
|                          |             | and Director                                

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