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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 December 31, 2008

OR

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

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

Date of event requiring this shell company report:
_______________

For the transition period from _______________ to
_______________

Commission file number 000-50305

ENTOURAGE MINING LTD.(Exact name of Registrant as specified in its charter)

Province of British Columbia,
Canada(Jurisdiction of incorporation or organization)

475 Howe Street, Suite 614, Vancouver, British Columbia
V6C 2B3(Address of principal executive offices)

Gregory F. Kennedy, President Address: Same as above
Telephone: (604) 669-4367Facsimile: (604) 669-4368(Name, Telephone, Email and/or Facsimile number and Address of
Company Contact Person)

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
|------------------- | -----------------------------------------
|N/A                 | N/A                                      

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

Common Shares Without Par Value(Title
of Class)

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

None(Title of Class)

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Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report: 7,698,191 common shares

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

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 [   ]
Yes    [X] No

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

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

Large Accelerated Filer [  
]           Accelerated Filer
[   ]          
Non-accelerated Filer [X]

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

|U.S. GAAP [X] | International Financial
      Reporting Standards as Issued | Other [   ]
|------------- | ----------------------------------------------------------- | -----------
|              | By the International Accounting
      Standards Board [   ] |            

If this is an Annual Report, indicate by a check mark whether
the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act) [   ] Yes    [X] No

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ENTOURAGE MINING LTD. Form 20-F Annual Report Table
of Contents

|PART I          |                                                                                    | 4 
|--------------- | ---------------------------------------------------------------------------------- | --
|                |                                                                                    |   
|ITEM 1          | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                              | 4 
|ITEM 2.         | OFFER
      STATISTICS AND EXPECTED TIMETABLE                                      | 4 
|ITEM 3.         | KEY INFORMATION                                                                    | 4 
|ITEM 4.         | INFORMATION ON
      THE COMPANY                                                   | 7 
|ITEM
      4A.  | UNRESOLVED
      STAFF COMMENTS                                                    | 14
|ITEM
      5.   | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 15
|ITEM
      6.   | DIRECTORS,
      SENIOR MANAGEMENTS AND EMPLOYEES                                  | 17
|ITEM
      7.   | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 20
|ITEM
      8.   | FINANCIAL
      INFORMATION                                                        | 21
|ITEM
      9.   | THE
      OFFER AND LISTING                                                        | 22
|ITEM
      10.  | ADDITIONAL
      INFORMATION                                                       | 23
|ITEM
      11.  | QUANTITATIVE
      AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                    | 28
|ITEM
      12.  | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 28
|                |                                                                                    |   
|PART
      II   |                                                                                    | 28
|                |                                                                                    |   
|ITEM
      13.  | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                              | 28
|ITEM
      14.  | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 29
|ITEM
      15.T | CONTROLS
      AND PROCEDURES                                                      | 29
|ITEM
      16.A | AUDIT
      COMMITTEE FINANCIAL EXPERT                                             | 30
|ITEM
      16.B | CODE
      OF ETHICS                                                               | 30
|ITEM
      16.C | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                       | 30
|ITEM
      16.D | EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   | 31
|ITEM
      16.E | PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 31
|ITEM
      16.F | CHANGE
      IN REGISTRANTS CERTIFYING ACCOUNTANT                                 | 31
|ITEM
      16.G | CORPORATE
      GOVERNANCE                                                         | 31
|                |                                                                                    |   
|PART
      III  |                                                                                    | 31
|                |                                                                                    |   
|ITEM
      17.  | FINANCIAL
      STATEMENTS                                                         | 31
|ITEM
      18.  | FINANCIAL
      STATEMENTS                                                         | 60
|ITEM
      19.  | EXHIBITS                                                                           | 60

3

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FORWARD-LOOKING STATEMENTS

We caution you that certain important factors (including
without limitation those set forth in this Form 20-F) may affect our actual
results and could cause such results to differ materially from any
forward-looking statements that may be deemed to have been made in this Form
20-F Annual Report, or that are otherwise made by or on our behalf. For this
purpose, any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the generality of the foregoing, words such as may, except,
believe, anticipate, intend, could, estimate, or continue, or the
negative or other variations of comparable terminology, are intended to identify
forward-looking statements.

PART I

**ITEM
1****IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS**

Not applicable

ITEM
2.              
OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM
3.              
KEY INFORMATION

3.A      Selected Financial
Data

The following tables set forth our financial data for the last
five years ended December 31. We derived all figures from our financial
statements, which were examined by our independent auditors. This information
should be read in conjunction with our financial statements included in this
annual report.

Our financial statements included in this annual report and the
table set forth below, have been prepared in accordance U.S. GAAP. All amounts
are expressed in Canadian dollars.

Selected Financial Data (CDN$, except per share data)

Year Ended 12/31/08
    Year Ended 12/31/07
    Year Ended 12/31/06
    Year Ended 12/31/05
    Year Ended 12/31/04Revenue
    Nil
    Nil
    Nil
    Nil
    NilNet
      Income (Loss)
    (414,840)
    (598,783)
    (2,973,161)
    (10,068,841)
    (956,446)Earnings(Loss) Per Share (1)
    (0.05)
    (0.08)
    (0.40)
    (5.71)
    (0.62)Dividends Per Share (1)
    Nil
    Nil
    Nil
    Nil
    NilWtd. Avg. No. Shares (1)
    7,698,191
    7,675,144
    7,438,028
    1,764,754
    1,554,282Working Capital
    (553,551)
    (139,410)
    87,596
    323,563
    138,483Mineral Properties
    Nil
    Nil
    Nil
    Nil
    NilLong Term Debt
    Nil
    Nil
    Nil
    Nil
    NilShareholders Equity (Deficit)
    (551,487)
    (136,647)
    91,312
    328,583
    145,292Total Assets
    16,673
    22,570
    193,763
    514,036
    466,727


(1) These line items take into consideration the Companys 10
for 1 reverse stock split, effective on March 6, 2009. Unless otherwise
specified herein, all share information presented herein takes into
consideration such reverse stock split.

In this Annual Report, unless otherwise specified, all dollar
amounts are expressed in Canadian dollars.

4

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Since June 1, 1970, the government of Canada has permitted a
floating exchange rate to determine the value of the Canadian dollar as compared
to the United States dollar. On June 2, 2009, the exchange rate in effect for
Canadian dollars exchanged for United States dollars (the US dollars that a
Canadian dollar buys) was $0.9236. This exchange rate is based on the noon
buying rates in New York City, for cable transfers in Canadian dollars, as
certified for customs purposes by the Bank of Canada. For the past five years
ended December 31 and for the last six month ends from December 31, 2008 to May
31, 2009, the following exchange rates were in effect for Canadian dollars
exchanged for United States dollars (the US dollars that a Canadian dollar
buys), calculated in the same manner as above:

Annual Period
    AverageYear ended Dec 31, 2008
    $0.9441Year ended Dec 31, 2007
    $0.9913Year ended Dec. 31, 2006
    $0.8789Year ended Dec 31, 2005
    $0.8818Year ended Dec 31, 2004
    $0.8254Monthly Period
    Low - HighMonth ended Dec 31, 2008
    $0.7711 -$0.8358Month ended Jan 31, 2009
    $0.7849 -$0.8458Month ended Feb 28, 2009
    $0.7936 -$0.8153Month ended Mar 31, 2009
    $0.7692 -$0.8167Month ended Apr 30, 2009
    $0.7910 -$0.8375Month ended May 31, 2009
    $0.8423 -$0.9198


The above information was obtained from the Bank of Canada.

3.B Capitalization and indebtedness

Not applicable

3.C Reasons for the offer and use of proceeds

Not applicable

3.D Risk factors

Any investment in our common shares involves a high degree of
risk. You should consider carefully the following information before you decide
to buy our common shares. If any of the events discussed in the following risk
factors actually occurs, our business, financial condition or results of
operations would likely suffer. In this case, the market price of our common
shares could decline, and you could lose all or part of your investment in our
shares. In particular, you should consider carefully the following risk
factors:

We have a history of losses.

We have incurred losses in our business operations since
inception, and we expect that we will continue to lose money for the foreseeable
future. From our incorporation to December 31, 2008, we have incurred losses
totaling $15,970,557. Very few junior resource companies ever become profitable
and typically incur large losses until they enter production or are able to sell
a mineral property to a major resource company. Failure to achieve and maintain
profitability may adversely affect the market price of our common shares.

Very few mineral properties are ultimately developed into
producing mines.

The business of exploration for minerals and mining involves a
high degree of risk. Few properties that are explored are ultimately developed
into producing mines. Most exploration projects do not result in the discovery
of commercially mineable deposits of ore.

5

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Substantial expenditures will be required for us to establish
ore reserves through drilling, to develop metallurgical processes, to extract
the metal from the ore and to develop the mining and processing facilities and
infrastructure at any site chosen for mining.

Although substantial benefits may be derived from the discovery
of a major mineral deposit, no assurance can be given that we will discover
minerals in sufficient quantities to justify commercial operations or that we
can obtain the funds required for development on a timely basis. The economics
of developing precious and base metal mineral properties is affected by many
factors including the cost of operations, variations in the grade of ore mined,
fluctuations in metal markets, costs of processing equipment and other factors
such as government regulations, including regulations relating to royalties,
allowable production, importing and exporting of minerals and environmental
protection.

If we do not obtain additional financing, our business will
fail.

Our current operating funds are less than necessary to acquire
an interest in, and to conduct exploration on, a mineral property, and therefore
we will need to obtain additional financing in order to complete our business
plan. As at December 31, 2008, we had cash on hand of $894 and a working capital
deficiency of $553,551. Our business plan calls for significant expenses in
connection with the acquisition and exploration of mineral claims. We will
require additional financing in order to complete these activities. In addition,
we will require additional financing to sustain our business operations if we
are not successful in earning revenues once we complete exploration on any
mineral property we acquire. We do not currently have any arrangements for
financing and we can provide no assurance to investors that we will be able to
find such financing if required.

We believe the only realistic source of future funds presently
available to us is through the sale of equity capital. Any sale of share capital
will result in dilution to existing shareholders.

Because management has only limited formal training in
resource exploration, the business has a higher risk of failure.

None of our directors or officers has any significant technical
training or experience in resource exploration or mining. We rely on the
opinions of consulting geologists that we retain from time to time for specific
exploration projects or property reviews. As a result of our managements lack
of formal training in resource exploration, there may be a higher risk of our
being unable to complete our business plan.

Mineral exploration involves a high degree of risk against
which we are not currently insured.

Unusual or unexpected rock formations, formation pressures,
fires, power outages, labour disruptions, flooding, cave-ins, landslides and the
inability to obtain suitable or adequate machinery, equipment or labour are
risks involved in the operation of mines and the conduct of exploration
programs. We have relied on and will continue to rely upon consultants and
others for exploration expertise.

It is not always possible to fully insure against such risks
and we may decide not to take out insurance against such risks as a result of
high premiums or other reasons. Should such liabilities arise, they could reduce
or eliminate any future profitability and result in increasing costs and a
decline in the value of our common stock.

We may require permits and licenses that we may not be able
to obtain.

Our operations may require licenses and permits from various
governmental authorities. There can be no assurance that we will be able to
obtain all necessary licenses and permits that may be required to conduct
exploration, development and mining operations at any projects we acquire.
Furthermore, as mineral projects near completion proper permitting and
environmental review may be required.

Metal prices fluctuate widely.

Factors beyond our control may affect the marketability of any
resource we discover. Metal prices have fluctuated widely, particularly in
recent years. The effect of these factors cannot accurately be predicted.

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The resource industry is very competitive.

The resource industry is intensely competitive in all its
phases. We compete with many companies possessing greater financial resources
and technical facilities than us for the acquisition of mineral concessions,
claims, leases and other mineral interests as well as for the recruitment and
retention of qualified employees.

Our operations may be adversely affected by environmental
regulations.

Our operations may be subject to environmental regulations
promulgated by government agencies from time to time. Environmental legislation
provides for restrictions and prohibitions on spills, release or emissions of
various substances produced in association with certain mining industry
operations, such as seepage from tailings disposal areas, which would result in
environmental pollution. A breach of such legislation may result in the
imposition of fines and penalties. In addition, certain types of operations
require the submission and approval of environmental impact assessments.
Environmental legislation is evolving in a manner, which means that standards,
enforcement, fines and penalties for non-compliance are more stringent.
Environmental assessments of proposed projects carry a heightened degree of
responsibility for us and our directors, officers and consultants. The cost of
compliance with changes in governmental regulations has a potential to reduce
the profitability of our operations.

We do not maintain environmental liability insurance.

The trading market for our shares is not always liquid.

Although our shares trade on the OTC Bulletin Board of the
Financial Industry Regulatory Authority, Inc. (FINRA), the volume of shares
traded at any one time can be limited, and, as a result, there may not be a
liquid trading market for our shares.

Our securities may be subject to penny stock regulation.

Our stock may be subject to penny stock rules as defined in
1934 Securities and Exchange Act rule 3151-1. The Commission has adopted rules
that regulate broker-dealer practices in connection with transactions in penny
stocks. Our 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).

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 our common
shares in the United States and shareholders may find it more difficult to sell
their shares.

ITEM
4.              
INFORMATION ON THE COMPANY

4.A History and development of the Company

Our Registered Office in British and principal office is
located at 614  475 Howe Street, Vancouver, British Columbia, Canada.

We were originally incorporated under the name Entourage
Holdings Ltd. pursuant to the Business Corporations Act (British Columbia) on
June 16, 1995. On June 25, 1996, we changed our name to Entourage Mining
Ltd.

7

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On February 18, 1998, we became a reporting Issuer as defined
under the Securities Act of the Province of British Columbia, Canada.

Our shares commenced trading on February 2, 2004 on the OTC
Bulletin Board in the United States under the symbol ETGMF. On March 6, 2009 we
completed a 10 for 1 reverse stock split and our symbol was subsequently changed
to ENMGF. Unless otherwise specified herein, all share information presented
herein takes into consideration such reverse stock split.

We had one subsidiary company, Entourage USA Inc., located at
711 S. Carson Street, Suite 4, Carson City, NV 89701. The charter of Entourage
USA was not renewed in December 2008.

We are a reporting issuer in the United States and our Annual
Report and 6K filings can be found on the SECs EDGAR system at www.sec.gov. We are a reporting issuer in certain
Canadian jurisdictions and our required disclosure filings for Canada can be
found at www.sedar.com.

4.B Business overview

We are a natural resource company engaged in the acquisition
and exploration of natural resource properties. We commenced operations in 1996
and currently have mineral property option agreements to acquire:

- an 80% interest in 22 prospective diamond exploration claims situated in
  the Forte a la Corne/Smeaton area of central Saskatchewan; and
- an unencumbered 65% interest in 47 claim uranium prospective claim blocks
  in Costebelle Township known as the Doran property in eastern Quebec.

A description of the properties underlying these interests is
set forth below under Item 4.D Property, plants and equipment.

We also intend to seek and acquire additional properties worthy
of exploration and development.

Competition

The mineral property exploration business, in general, is
intensively competitive and there is not any assurance that even if commercial
quantities of ore are discovered, a profitable market will exist for sale of
same. Numerous factors beyond our control may affect the marketability of any
substances discovered. These factors include market fluctuations, the proximity
and capacity of natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of mineral and environmental
protection. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may make it difficult for us to receive an
adequate return on investment.

We will compete with many companies possessing greater
financial resources and technical facilities for the acquisition of mineral
concessions, claims, leases and other mineral interests as well as for the
recruitment and retention of qualified employees.

The Company is prospecting for uranium in Quebec. It is
anticipated that uranium generated power will become more popular in the decades
to come as rising oil prices and political strife in the worlds oil producing
regions continue. The price of U3O8 (yellow cake) had risen from $7US/ lb in
2005 to $135US/lb. in early 2007. The weekly spot price for U3O8 as at June 1,
2009 was US$49.50/lb.

The market for diamonds, which our Smeaton Lake properties are
prospective for, is primarily managed by cartel. However, although the CSO (the
Central Selling Organization) still distributes and markets the majority of the
worlds rough production, the introduction of new sources of rough (Australia,
Russia, Canada, and parts of Africa) has considerably changed the controlled
single market system. Any production of diamonds by the Company would likely
have no measurable effect on the world prices.

Regulations

We are subject to the various environmental and business
regulations of the jurisdictions in which it conducts mineral exploration.

8

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These regulations can be onerous and, in some cases, expensive
to comply with. In particular, we may be required to expend funds to reclaim or
restore land disturbed by mineral exploration.

It is possible that we may not be able to afford to comply with
various environmental and business regulations in the jurisdictions in which it
conducts mineral exploration and would, as a result, have to curtail or cease
operations and exploration.

The jurisdictions in which we are presently operating are, in
our view, known as jurisdictions which are friendly to mining activity and we
believe that we can meet applicable regulatory requirements.

Management & Employees

We do not have any employees other than our directors and
officers.

Our President and Chief Executive Officer, Gregory F. Kennedy,
devotes approximately 75% of his business time to our affairs. We have a
management agreement with Mr. Kennedy that was described in the Related Party
Transactions section of the Companys 2005 Annual Report and filed on EDGAR on
July 1, 2006. This agreement was revised on July 3, 2007 to a fee of $7,500 per
month to Mr. Kennedy. As set forth in note 9 to the financial statements
included herewith, this agreement was cancelled effective December 31, 2008.

Where necessary, we employ consultants, who in turn employ
labourers, to further exploration on our mineral resource properties.

Office Space

We utilize about 700 square feet of office space in Vancouver,
British Columbia. Our rent is approximately $1,400 per month.

4.C Organizational structure

Not applicable

4.D Property, plant and equipment

As our properties are not at an advanced stage of exploration,
no reserve estimates are made nor as of yet certain what if any reserves will be
on the properties.

Hatchet Lake Properties (Abandoned)

By agreement dated April 7, 2005 as amended October 20, 2005,
we obtained an option to acquire up to a 50% right in a certain prospective
mineral property located in the Athabaska Basin area of Saskatchewan (the
Hatchet Lake Property).

40% of the Companys interest in the Hatchet Lake property was
acquired by way of an assignment agreement among Entourage Mining Ltd., United
Uranium Corp. (formerly United Carina Resources Corp.) and CMKM Diamonds Inc.
(CMKM). As consideration for the assignment agreement, the Company agreed to
issue 1,500,000 of its post-reverse split common shares (issued January 3, 2006)
to the shareholders of CMKM. The 1,500,000 shares have been recorded as mineral
property expenditures and an obligation to issue shares totaling $2,650,500 in
the year ended December 31, 2005.

The 1,500,000 shares paid as consideration for the Hatchet Lake
property were not distributed to the CMKM shareholders as per the assignment
agreements. On August 28, 2007, the Company filed, in the Supreme Court of
British Columbia, a Writ of Summons and Statement of Claim against CMKM seeking
to have the court set aside the assignment agreement between the Company and the
Defendants (collectively, the Contracts) and requesting that the defendants
return the 1,500,000 shares (the Shares) paid to CMKM for the Hatchet Lake
property for failure to properly operate the property and for failure to comply
with the Companys various requests to have all previous claim materials sent to
the Company. In October 2008, the parties entered into a proposed settlement
which was subsequently agreed to verbally by all parties. However, the parties
have agreed to keep the details confidential until the fulfillment of certain
conditions. The Company has not recorded any provision for loss or gain in
connection with the above settlement agreement until the agreement is concluded.

9

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In September 2007, the Company abandoned the property. The
Company has no liabilities incurred by abandoning the Hatchet Lake Properties
and no further payments are required.

Smeaton/Forte a la Corne Property

On October 20, 2005, we announced a series of property option
(earn-in interest) agreements (the Saskatchewan Property Transactions) with
CMKM, and 1010whereby we assumed the earn-in rights to properties optioned to
CMKM. CMKM was about to default on its option agreements and we realized an
opportunity to acquire prospective diamond and uranium prospects in
Saskatchewan. One such property is termed the Smeaton/Forte a la Corne/Green
Lake Diamond prospect (the Smeaton Property).

Upon signing the Smeaton Property consisted of a 1.5 million
acre parcel of claims. Previous to the Entourage-CMKM agreements, CMKM and 1010
had flown an airborne geophysical survey of the Smeaton Properties. Our
geologist, James Turner, P. Geo., reviewed the results of the survey and
reported to our company that 20 priority diamond targets existed on the parcel,
but in light of the $12/hectare maintenance fees payable, certain of the claims
should be allowed to lapse for lack of potential. The present parcel remains at
approximately 22 claims.

In December 2005, the Operator, without our prior consent,
commenced drilling on a priority target on the property. This drilling
encountered kimberlitic rock at approximately 530 feet and continued in
kimberlite for over 300 feet eventually ending in dolomites at about 900 feet.
An independent kimberlite expert, Harrison Cookenboo, (PhD, P. Geo.), a
qualified person, reviewed initial samples and concluded both pieces of core
are in most respects closely similar to macro-crystic serpentine calcite
kimberlite, but with some atypical features for kimberlite
sensu-stricto, and suggests that the examined samples are best referred
to as kimberlite or a closely related kimberlitic rock type with the potential
for carrying diamonds.

On January 10, 2006, the Operator informed us that the first
drill target (Target: C-Gpp) on the Smeaton Property had been completed after
encountering difficult drilling 1000 feet into the target. The hole finished in
dolomites and the Operator decided to drill the second hole 30 meters to the
northwest where geo-physical data implied that the center of the kimberlite may
be situated.

The kimberlitic rock from the first drill hole was sent to
Saskatchewan Research Council for caustic fusion and micro-diamond analysis. The
kimberltic rock did not yield any micro-diamonds, however chromites were found
in the drill core. In 2005, we expended $200,630.00 on the Smeaton prospect; the
Smeaton project has 20 priority targets to be investigated and as of the date of
this report has examined four of these targets.

There has been no additional work done on the Smeaton claims
subsequent to our drilling of January 2006. We have requested of 1010 all
information on the Smeaton claims so that a compliant NI 43-101 Technical Report
could be commissioned for the Smeaton claims, however 1010 has not responded to
these requests. We consider these claims as non-operational until such a report
can be completed. Furthermore 1010 has never consulted us before commencing
drilling on the Smeaton properties and no budgets or plans were discussed before
exploration work was carried out.

In early 2006, we advised 1010, which acts as the Operator of
the property, that we would not participate in any further exploration by 1010
unless the exploration was conducted in accordance with NI 43-101
recommendations and mining best practices which to date have not been met. 1010
nevertheless proceeded to perform work on the property and, on March 26, 2006,
sent invoices to our company totaling approximately $280,122.53. We believe that
we are not liable, under the terms of the Agreement or in any other way, for
these invoices and has so advised 1010. Accordingly no accrual has been made for
this contingent liability. To date, no collection or other proceedings have been
commenced by 1010.

We issued 3,388,889 (on a post reverse stock split basis)
shares of our stock as consideration for the purchase of the Smeaton claims.
3,000,000 (three million) of these shares were to be distributed to the CMKM
shareholders but these shares have not been distributed at this time and there
is no indication when, or if, these shares will be distributed.

The agreement stated that the 3,000,000 shares were to be
distributed to the CMKM shareholders and 1010 was to operate the Smeaton
exploration in a workmanlike fashion. CMKM failed to distribute the 3,000,000
shares and the Company maintains that 1010 failed to operate the property in a
workmanlike fashion and failed to comply with the Companys various requests
to have all previous claim materials sent to the Company. On August 28, 2007,
the Company filed a Writ of Summons and Statement of Claim against 1010 and CMKM
in the Supreme Court of British Columbia seeking to have the Court set aside the
Option agreement between the Company and the Defendants and requesting the
return of the 3,000,000 shares paid to CMKM

10

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and the 388,889 shares paid to 1010 for the Smeaton property.
In October 2008, the parties entered into a proposed settlement which was
subsequently agreed to verbally by all parties. However, the parties have agreed
to keep the details confidential until the fulfillment of certain conditions.
The Company has not recorded any provision for loss or gain in connection with
the above settlement agreement until the agreement is concluded.

The Doran Uranium Property

Option Agreement and Claim Data

In March of 2005, we entered into an option agreement with Fayz
Yacoub, a professional geologist and businessman from Vancouver, whereby we
could acquire 44 claim blocks prospective for uranium situated in Costebelle
Township in eastern Quebec. Subsequent to entering into the property agreement,
3 additional claims blocks have been added to the project.

The Doran Uranium property consists of 47-contiguous mineral
claims (polygons) covering approximately 2473.3 hectares in the Baie Johan Beetz
area of Costebelle Township, Quebec. The claim block is centered at GPS 548009 E
and 5572265 N.

Pertinent claim data is as follows:

Title #
    Row
    Column
    Surface Area (ha)CDC 0048705
    05
    20
    55.01CDC 0048706
    05
    21
    55.01CDC 0048707
    05
    22
    55.01CDC 0048708
    05
    23
    55.01CDC 0048709
    06
    20
    55.00CDC 0048710
    06
    23
    55.00CDC 0048711
    07
    20
    54.99CDC 0048712
    10
    24
    54.96CDC 0048713
    11
    21
    54.95CDC 0048714
    11
    24
    54.95CDC 0048715
    14
    22
    54.92CDC 0048716
    14
    23
    54.92CDC 0048651
    07
    22
    54.99CDC 0048652
    07
    23
    54.99CDC 0048653
    08
    22
    54.98CDC 0048654
    08
    23
    54.98CDC 0048655
    09
    22
    54.97CDC 0048656
    09
    23
    54.97CDC 0048657
    10
    22
    54.06CDC 0048658
    10
    23
    54.96CDC 0048659
    11
    22
    54.95CDC 0048660
    11
    23
    54.95CDC 0048661
    12
    22
    54.94CDC 0048662
    12
    23
    54.94CDC 0048663
    13
    22
    54.93


11

---

CDC 0048664
    13
    23
      54.93CDC 0048665
    06
    21
      55.00CDC 0048666
    06
    22
      55.00CDC 0048667
    07
    21
      54.99CDC 0064114
    08
    20
      54.98CDC 0064115
    08
    21
      54.98CDC 0064116
    09
    20
      54.97CDC 0064117
    09
    21
      54.97CDC 0064118
    10
    21
      54.96CDC 0064119
    12
    21
      54.94CDC 0064120
    12
    24
      54.94CDC 0064121
    13
    21
      54.93CDC 0064122
    13
    24
      54.93CDC 0064123
    14
    21
      54.92CDC 0064124
    14
    24
      54.92CDC 0064125
    15
    21
      54.91CDC 0064126
    15
    22
      54.92CDC 0064127
    15
    23
      54.92CDC 0064128
    15
    24
      54.92CDC 2024598
    n/a
    n/a
      54.92CDC2024599
    n/a
    n/a
      54.92CDC 0097498*
    n/a
    n/a
      50.12


* Claim CDC 0097498 provides access to the property and may not
be prospective for mineralization.

Location and Accessibility

The Doran property is located in the southeastern part of
Quebec, along the north shore of the Gulf of St. Lawrence, and about 25
kilometers west of Aguanish, approximately 109 kilometers east of Havre St.
Pierre. The property extends inland from the Gulf of St Lawrence a distance of
approximately 10 kilometers to the north. Locally this area is known as Moyenne
Cote Nord or middle coast north of the St. Lawrence Seaway.

The property is situated within the Costebelle Township, NTS
map sheet 12 L/08. Access to the property is by daily scheduled flights to
Natashquan-Aguanish, then by car from Aguanish to the Pashshibou River and to
the southern part of the property.

The topography of the property for the most part is rolling
hills having a maximum relief of 100 meters with elevation ranging from sea
level to 100 meters. All mineralized areas of interest are located comfortably
above sea and river levels.

The climate around the property area is characterized by long
winters, generally extending from late October until mid-April.

Exploration

Exploration, including geological mapping, rock sampling,
trenching and shallow drilling on the Doran Uranium Deposit resulted in the
estimation of a historical uranium resource which requires verification to
conform to Canadian NI 43-101 geological reporting standards. Before these
standards were initiated, previous work on the property, done by Aguanish
Uranium Inc., Noranda and Lacana Mining, was successful in locating and
partially exposing several potential target areas, including the Doran East
Centre target where three holes were drilled (1978) 14 feet apart with cores
returning values of 6.4, 6.4 and 9.2 Lbs. Per ton uranium (U3 O8).

12

---

We made a down payment of $35,000 to acquire the option and
agreed to a work commitment of $200,000 of exploration in the first year of the
Doran Uranium Property agreement.

We expended $245,591.00 in exploration work on the property in
fiscal year 2005 and a compliant report by Eric Ostensoe (P.Geo.) was
commissioned. In late February 2006, Mr. Ostensoe completed his report and the
Company posted the report on SEDAR and EDGAR (March 9, 2006) as well as on our
website. In April 2007 an updated NI 43-101 Technical Report was prepared by
Michel Proulx, M.Sc., P. Geo and Michel Boilly, Ph.D., P.Geo, both Qualified
Persons as that term is described in National Instrument 43-101, and this report
was filed on SEDAR by Abbastar Holdings Ltd. on May 2, 2007.

In May 2006, we advanced to On Track Explorations, the Doran
project operator, $150,000CDN to commence drilling and ground exploration work
as outlined in Mr. Ostensoes report. Drilling commenced thereafter on the Main
Zone of the Doran property. Our option agreement on the Doran property requires
that we expend $300,000 in year two of the agreement.

We spent $346,166 on drilling and exploration in fiscal 2006
and reported drill results on July 20, 2006. As well, in July the Government of
Quebec reimbursed our company $57,745 as part of the Provinces mining
exploration incentive program. This rebate was based upon our 2005 drilling
exploration expenses.

In early February 2007 we contracted the services of Forages La
Virole to commence drilling on the L anomaly situated in the north of the
Doran property but four to six foot snow drifts prevented the drilling
contractor from reaching the L anomaly so the work program was cancelled.

On February 13, 2007, we entered into a Mineral Property Option
agreement with Abbastar Holdings Ltd. (Abbastar), a Vancouver based TSX
Venture listed company, whereby Abbastar could earn up to 70% interest in the
Doran property by paying us a one time $100,000 CDN payment (paid) and expending
$5,000,000 over four years. The TSX Venture Exchange approved this transaction
on May 30, 2007.

On May 11, 2007, our company and Abbastar announced that
drilling had commenced on the L anomaly of the Doran project and in all 32
holes were drilled for a total of 3,273.26 meters of diamond drilling and 1158
samples were analyzed representing 2,469.24 linear meters or 75% of the drill
hole length. The results of our Phase II drilling campaign were reported August
23, 2007. A sample of the results are as follows:

- Hole H17A (L Anomaly): 16.99m of 0.0435% U3O8 (.87lb/t),
- Hole H18 (L Anomaly): 24.1m of 0.033% U3O8 (.66lb/t) (including 16.5m of
  .73lb/t announced June 28, 2007),
- Hole H18A (L Anomaly): 7.25m of 0.023% U3O8 (.46lb/t),
- Hole H19 (L Anomaly): 3.52m of 0.039% U3O8 (.78lb/t),
- Hole H22 (L Anomaly): 18.44m of 0.024% U3O8 (.48lb/t),
- Hole H27 (L Anomaly): 5.8m of 0.33% U3O8 (.66lb/t),
- Hole H31 (N Anomaly): 0.66 meters of .29%U3O8 (5.8lb/t)(at surface).

The holes were divided into four zones with particular emphasis
on the L zone where 18 drill holes were spotted to evaluate the lateral and
depth extensions of this zone. The first four drill holes (17, 17A, 18, 18A)
drilled at different azimuths and plunge angles and set up to test the L19
anomaly, recorded encouraging near surface results including 16.99 meters (55
feet) of .87lb/short ton U3O8 and 24.1 meters (79 feet) of .66lb/ton U3O8, as
well, holes 27 and 27A, intersected three and four pegmatites respectively. The
first pegmatite, H27, returned .66lb/ton U3O8 over 5.8 meters. The L zone
remains open in all directions while lateral extension and depth extension are
unknown. Best interval drill results are posted on our website.

The 2007 drilling program confirmed the existence of uranium
mineralization in the northeast grid (L, N, X and Y). Findings corroborated the
channel sample results of 2006 that showed mineralization to be non-uniformly
distributed among the pegmatites and even within each pegmatite. Drill holes
revealed that the thickness of the radioactive pegmatites range from one meter
to roughly 20 meters along holes and are presented as sub-parallel multiple
slabs slightly dipping to the west and separated from each other by sterile
rocks. All pegmatites have been intersected at a maximum of 90 vertical meters
from surface.

To date, the Doran Showing, located at the south of Doran
(drilled in 2006 & Fall 2007) and the North East grid have both been
successfully drilled in confirming the presence of a series of sub-parallel
uranium bearing pegmatites.

13

---

Senior Project Geologist, Michel Proulx M. Sc. (P.Geo. and a
qualified person, as that term is defined in Canadian Mining National Instrument
43-101 policy) recommended follow up drilling on the Doran Showing (Phase III)
as well as an additional 4,000 meters of drilling on the L zone to gain a better
understanding of the behavior of the uranium-bearing pegmatite bodies, the
structural geology context and of uranium phase minerals.

The fall 2007 drilling campaign was completed in early November
of that year. The program comprised 1,691 metres of drilling in 15 drill holes
and was designed to test the area between the North End zone and the Hot Spot
zone, the lateral extent of the Hot Spot zone, and to determine the south
extension and thickness of the Hill Top pegmatite, all of which are part of the
Doran showing.

This campaign was designed to further delineate the Doran
Showing where we drilled in the summer of 2006. The Doran Showing consists of
four distinct pegmatite-bearing structures: The Main Zone, the North End Zone,
Dyke Zone and Hot Spot.

Results from this drill campaign were announced on February 4,
2008. The 2007 program comprised 1,691 metres of drilling in 15 drill holes and
was designed to test the area between the North End zone and the Hot Spot zone,
the lateral extent of the Hot Spot zone, and to determine the south extension
and thickness of the Hill Top pegmatite, all of which are part of the Doran
showing. The fall 2007 drill campaign achieved similar results to the 2006
campaign and all 15 drill holes encountered uranium mineralization.

In total over 6000 meters have been completed on the Doran
property by our company and Abbastar and the companies are encouraged that the
goal of delineating a Rossing type (Namibia) uranium deposit may be
realized.

Abbastar completed a fall 2008 program in September-October.
This program completed the second phase of the Mineral Option Agreement between
Entourage and Abbastar dated February 14, 2007 and Abbastar has now earned a 35%
interest in the Doran property.

The fall 2008 exploration campaign consisted of channel
sampling of previously unexplored anomalies (F, G, H, I, K and LL) situated WSW
of the L anomaly that was drilled in the spring of 2007. Additionally, anomalies
E, Q, BB, S and RR, located due south of the L anomaly were also tested. On
February 24, 2009, Abbastar Uranium released the following information on the
Fall 2008 exploration program:

North section of the Doran property:

Results of the 2008 ground-based radiometric survey
demonstrated a good spatial correlation between the highest-count rates and the
localization of the previously determined airborne anomalies BB, P, Q, R and
S.

The G zone represents the most interesting uranium site with an
average value of 0.56 lb/ton U3O8 from 22 samples collected with a range of 0.06
to 0.88 U3O8 lb/t, with a high value at 3.11 lb/t U3O8.

Nearby anomalies F and H also display relatively high uranium
values (F at 0.63 lb/t U3O8 from six samples with a range of 0.27 to 1.20 U3O8
lb/t and H at 0.5 lb/t U3O8 from four samples with a range of 0.21 to 1.06 lb/t
U3O8).

South section of Doran property:

The large extent of the radioactive pegmatite outcrops, the
encouraging assay obtained and the proximity of the west zone to the main Doran
showing make the former a prime target for future drilling.

The completion of the Fall 2008 exploration program earned
Abbastar an additional 15% interest in the property and Abbastar has now earned
a 35% interest in the Doran property. At the time of this report Abbastar
Uranium has not provided us with a budget for the 2009 exploration program.
Abbastar must expend $1,500,000 in 2009 to earn an additional 15% interest in
the property.

ITEM
4A.             UNRESOLVED
STAFF COMMENTS

Not applicable.

14

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ITEM
5.              
OPERATING AND FINANCIAL REVIEW AND PROSPECTS

5.A Operating results

Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an ongoing business for
the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we begin removing and selling minerals. Accordingly, we must
raise cash from sources other than the sale of minerals found on the properties.
That cash must be raised from other sources. Our only other source for cash at
this time is investments by others in our Company. We must raise cash to
implement our project and stay in business. Even if we raise money, we do not
know how long the money will last. It depends upon the amount of exploration we
conduct and the cost thereof.

We will attempt to raise additional money through a subsequent
private placement, public offering or through loans. If we do not raise all of
the money we need, we will have to find alternative sources of funding, like a
public offering, a private placement of securities, or loans from our officers
or others.

Our exploration program is explained in as much detail as
possible in the business section of this registration statement. We are not
going to buy or sell any plant or significant equipment during the next twelve
months. We will not buy any equipment until we have located a body of minerals
and we have determined they are economical to extract from the land.

Year ended December 31, 2008 compared to year ended
December 31, 2007

Our loss (as well as operating expenses) for the year ended
December 31, 2008 (Annual 2008) totaled $414,840 or $0.05 per share compared
to $598,783 or $0.08 per share for the period ended December 31, 2007 (Annual
2007). The losses in Annual 2008 were lower mainly because:

- We expended $nil in mineral property acquisition and exploration costs in
  Annual 2008 because all the Doran propertys costs were Abbastars
  responsibility. During Annual 2008 we received a refund of $9,485 from the
  Nevada division of the Bureau of Land Management and received a $49,237 refund
  from the Quebec government in exploration tax credits from previous years,
  while in Annual 2007 we expended a net total of $61,462 in mineral property
  acquisition and exploration costs. This constituted primarily of the option
  payments of $75,000 cash and 500,000 shares ($175,530) for the Doran (Quebec)
  uranium property (which were reduced by $100,000 received from Abbastar for
  optioning the Doran property to them) and approximately $61,655 in actual
  exploration costs on the Doran property (which were reduced by $150,723 due to
  Quebec mineral exploration credit refunds).
- During Annual 2008 the stock based compensation expense was nil whereas
  during Annual 2007 the stock based compensation (which mostly resulted from
  re-pricing of existing 505,000 stock options to US$2.50 per share) was
  $113,074.
- As a result of reduced business activities during Annual 2008, the office
  and sundry expenses were $34,231 whereas during Annual 2007 the office and
  sundry expenses were $56,532; similarly, promotion and travel expenses were
  $15,758 in Annual 2008 compared to $77,481 in Annual 2007.

However, during Annual 2008 management fees were $300,000
compared to $195,000 during Annual 2007. This was due to revised fees
agreements. Professional fees were $62,006 during Annual 2008 compared to
$34,568 for Annual 2007. This was due to ongoing litigation during annual 2008
with CMKM and 1010.

Year ended December 31, 2007 compared to year ended
December 31, 2006

Our loss (as well as operating expenses) for the period ended
December 31, 2007 (Annual 2007) totaled $598,783, compared to a $3,017,828
loss before taxes and $2,973161 net loss for the period ended December 31, 2006
(Annual 2006). The losses in Annual 2007 were much lesser than Annual 2006
mainly because the stock based compensation expense during Annual 2007 was just
$113,074 compared to $2,027,384 during Annual 2006. Also, we expended only a net
total of $61,462 in mineral property acquisition and exploration costs in Annual
2007 as compared to $632,122 during Annual 2006 because:

- we received refundable tax credits from the Quebec government of $150,723
  during Annual 2007 and this tax credit recovery has been applied against the
  exploration costs incurred;

15

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- we received $100,000 from Abbastar Holdings Ltd. for optioning the Doran
  property to them and this payment was applied to the property acquisition
  costs in Annual 2007; and
- the Doran property was optioned to Abbastar during early part of 2007 and
  Abbastar hence was responsible for the expenditures on Doran property.

Except for management fees, in general most of the other
expenses during Annual 2007 were similar in amounts to those incurred in Annual
2006. The management fees however, were $195,000 during Annual 2007 as compared
to $100,500 during Annual 2006.

5.B Liquidity and capital resources

As of the date of this report, we have yet to generate any
revenues from our business operations.

On December 31, 2008 we had $894 in cash compared to $2,239 on
December 31, 2007. On December 31, 2008 we had a negative working capital
position of $553,551 compared to a negative working capital position of $139,410
on December 31, 2007.

During year 2008 we received no monies from issuances of any
common shares. During the year ended December 31, 2007, 10,000 incentive stock
options with a strike price of USD $1.50 were struck by optionees, on March 30,
2007 we closed a USD $1.50 per unit private placement of 26,667 units (with one
share and one-half one year warrant exercisable at US$2.50) to two sophisticated
investors. Thus $58,914 was received during annual 2007 from issuances of common
shares.

During the year ended December 31, 2008, we received mining tax
credit refunds of $49,237 from the Quebec government for exploration costs
incurred in previous years and received a refund of $9,485 from Nevada division
of the Bureau of Land Management.

We do not need any funds in the near future for the exploration
work on our Doran property due to its option agreement with Abbastar. However,
we need to raise funds soon to fund our ongoing general and administrative
costs, which we hope to do through the issuance of our capital stock, although
there is no guarantee that we will be able to do so.

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

Our methods of exploration, development and extraction are not
unique to our company but are common in our industry.

We do not rely on patents, technological licenses or
intellectual property licenses in our operations.

We did not have any research and development expenditures in
the year ended December 31, 2008 or any past years.

5.D Trend information

Our Doran mineral property is prospective for uranium. There
are few producers of uranium in the world and the market is dominated by seniors
producers Cameco (Canada), Areva (formerly Cogema, France) Energy Resources
(Australia), Denison (Canada) and SXR (South Africa). The market for uranium is
a homogeneous, integrated commodities market.

The market is not one that is particularly susceptible to the
influence of one or more large suppliers or buyers. The world average grade from
producing uranium mines is 0.15 per cent U3O8, with spot uranium prices having
risen from a cyclical low of US$7.10 (U.S.) per pound in late 2000 to US$135/lb.
on June 11, 2007. The weekly spot price for U3O8 as at June 1, 2009 was
US$49.50/lb.

The Smeaton properties are prospective for diamonds. The
diamond industry traditionally is controlled by the DeBeers cartel with the
exception of blood diamonds from conflict areas of the world and small
production from non-cartel countries. During the 1990s, discoveries in Northern
Canada have made Canada one of the top five producers worldwide. Should our
properties become economic producers, our production would likely have virtually
no impact on world prices for diamonds.

16

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5.E Off-balance sheet arrangements

We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.

5.F Tabular disclosure of contractual obligations

Not Applicable.

5.G Safe harbor

Not applicable.

ITEM
6.              
DIRECTORS, SENIOR MANAGEMENTS AND EMPLOYEES

6.A Directors and senior management

The following is a list of the current directors and senior
officers of the Company, their municipalities of residence, their current
position with the Company and their principal occupations:

|Name of Director    | Age | Principal Occupation                    
|------------------- | --- | ----------------------------------------
|                    |     |                                         
|Gregory F. Kennedy  | 59  | President of the
      Company          
|President, Director |     |                                         
|Victoria, BC        |     |                                         
|                    |     |                                         
|Dr. Paul Shatzko    | 74  | Director                                
|Director, Chairman  |     |                                         
|Langley, BC         |     |                                         
|                    |     |                                         
|Michael B. Hart     | 60  | Director                                
|Director, Secretary |     |                                         
|Roberts Creek, BC   |     |                                         
|                    |     |                                         
|Corey Klassen       | 38  | Director                                
|Calgary, AB         |     |                                         
|                    |     |                                         
|Executive Officers: |     |                                         
|                    |     |                                         
|Name of Officer     | Age | Office                                  
|                    |     |                                         
|Gregory F. Kennedy  | 59  | President, Chief
      Executive Officer
|Michael B. Hart     | 60  | Secretary                               
|Pradeep Varshney    | 52  | Chief Financial
      Officer           

Our directors hold office until our next annual meeting of
shareholders and until their successors have been elected and qualified. Our
officers are elected by our board of directors at our annual meeting after each
of our annual meetings of shareholders and hold office until their death, or
until they resign or have been removed from office.

The following describes the business experience of our
directors and executive officers, including other directorships held in
reporting companies:

Gregory F. Kennedy  Director, President and Chief
Executive Office

At our annual general meeting in April 2004, Mr. Kennedy was
appointed as President of our company. Since May 2003, Greg Kennedy has been a
director of the Company. In July 2002, Mr. Kennedy became a Director of Abbastar
Holings Ltd. (TSX:V-ABA.H.), formerly Fountain House Holdings located in
Vancouver, British Columbia. In May 2007 ABA.H changed its name

17

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from Abbastar Holdings to Abbastar Uranium, reflecting a change
of business and graduation to a Tier II listing on the TSX Venture Exchange. Mr.
Kennedy ceased to be a director of Abbastar in August 2006.

Since November 2002, Mr. Kennedy was the President and a
Director of Digital Capital.com, Inc., a Delaware corporation, located in
Squamish, British Columbia. Digital Capital.com, Inc. was a blank check
corporation with no business purpose other than to merge with or acquire another
corporation. Digital Capital.com, Inc. did not merge with any entity and the
company ceased to exist in 2004.

Due to a medical condition, from December 2000 to July 2001,
Mr. Kennedy was not employed and furnished limited consulting services as an
independent contractor. From November 1998 to December 2000, Mr. Kennedy was
Marketing Director of Titan Trading Analytics Inc. located in Vancouver, British
Columbia. Titan Trading is a purveyor of computer software designed for the
securities and investment community. From January 1991 to November 1998, Mr.
Kennedy was a stockbroker with McDermid St. Lawrence Securities, now Raymond
James Canada, located in Vancouver, British Columbia.

Dr. Paul Shatzko  Director and Chairman

Dr. Shatzko is a retired radiologist and self employed
businessman; he is a director of several public companies and a director of
Entourage Mining Ltd. since July 31, 2004.

Michael B. Hart - Director and Corporate Secretary

Mr. Hart has worked in the financial markets sector with a
number of large financial institutions between 1983 and 1990 where he acted as
an account executive and financial consultant. From 1990-1995, Mr. Hart
fulfilled the responsibilities of business and sales manager within the
automotive industry. Subsequent to 1995, Mr. Hart worked with an
investment-banking group that was responsible for taking projects from Carinat
up to the public markets and has had experience with public companies in the oil
and gas industry. Currently, is a member of the Board of Directors of AMG Oil
Ltd. Mr. Hart is a Member of the Board and the Corporate Secretary for Entourage
Mining Ltd.

Corey Klassen- Director

Mr. Klassen, a Calgary resident, was an economics major at the
University of Saskatchewan and predominantly focusing on Business Development
Management for major Canadian Financial Institutions and Mortgage Brokering
firms for the past 10 years has an extensive background in mortgage and
financial lending. To add, Mr. Klassen is also an Instructor for the mandatory
Mortgage Brokering Scholastic Courses and an active member in those governing
bodies including the Mortgage Brokers Association of British Columbia (MBABC),
The Alberta Mortgage Brokers Association (AMBA), and The Canadian Institute of
Mortgage Brokers and Lenders(CIMBL). The Company is pleased to be able to draw
upon Coreys financial expertise in future financings.

Pradeep Varshney, Chief Financial Officer

Pradeep Varshney is a Certified General Accountant. In
addition, he has an MBA from the University of Western Ontario, and an MS
(Chemical Engineering) from the University of New Hampshire, USA. Mr. Varshney
has been involved with public companies for the last 14 years. He was formerly
the CFO of Mountain Province Diamonds Inc. and Gee-Ten Ventures Inc.

6.B Compensation

We are required, under applicable securities legislation in
Canada, to disclose to our shareholders details of compensation paid to our
directors. The following fairly reflects all material information regarding
compensation paid to our directors in our fiscal years ended December 31, 2008
and 2007.

18

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Summary Compensation Table

NAME AND 
        PRINCIPAL 
        POSITION
      YEAR
      ANNUAL
        COMPENSATION
      LONG-TERM
        COMPENSATIONSalary 
        ($)
      Bonus 
        ($)
      Other Annual 
        Compensation 
        ($)
      Awards
      LTIP 
        payouts 
        ($)
      All Other 
        Compensation 
        ($)Restricted 
        Stock 
        Awards 
        ($)
      Securities 
        Underlying 
        Options/ 
        SARs 
        (#)Gregory F. Kennedy, 
        President, Chief Executive 
        Officer & Director
      2008
      Nil
      Nil
      90,0001,5
      Nil
      Nil
      Nil
      NilMichael Hart, 
        Secretary &Director
      2008
      Nil
      Nil
      60,0002,5
      Nil
      Nil
      Nil
      NilPaul Shatzko, 
        Chairman & Director
      2008
      Nil
      Nil
      60,0003,5
      Nil
      Nil
      Nil
      NilCorey Klassen, 
        Director
      2008
      Nil
      Nil
      30,0004,5
      Nil
      Nil
      Nil
      Nil


|1. | Paid or accrued as a payable for management fees, of
      which $90,000 remained payable as of December 31, 2008.                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Paid or accrued as a payable for management fees, of
      which $60,000 remained payable as of December 31, 2008                                                                                              
|3. | Paid or accrued as a payable for management fees, of
      which $60,000 remained payable as of December 31, 2008.                                                                                             
|4. | Paid or accrued as a payable for management fees of which
      $30,000 remained payable as of December 31, 2008.                                                                                              
|5. | Management contracts for Mssrs. Kennedy, Hart, Shatzko
      and Klassen were revised as of July 2007 and were cancelled effective
      December 31, 2008 (see note 9 of the attached financial
  statements).

6.C Board practices

The directors hold office until the next annual general meeting
of the shareholders at which time they may stand for re-election. We are
required to hold an annual general meeting once in every calendar year and not
longer than thirteen months from the last annual general meeting.

We were a party to a management contract with Gregory F.
Kennedy during our fiscal year ended December 31, 2008; however, this agreement
was cancelled effective December 31, 2008. No other directors have service
contracts with us, nor are they entitled to any termination benefits.

There are no service contracts with our company for the
directors providing for benefits upon termination of their service.

We do not have an executive committee.

Our audit committee is comprised of Gregory F. Kennedy, Dr.
Paul Shatzko and Michael Hart. Members of the audit committee oversee our
accounting and financial reporting process and the audits of our financial
statements. The audit committee also receives and addresses complaints regarding
accounting, internal controls, and auditing issues. No complaints have been
received by us as of the date hereof. Further, the audit committee provides
protection for whistle blowers. Again, no whistle blowing issues have presented
themselves to us as of the date hereof. The audit committee functions in a
collective manner with respect to all issues that come before it.

6.D Employees

We have no employees other than our officers and directors.
When we engage in exploration of our resource properties, we use geological
consultants and contract labor to support them.

19

---

6.E Share ownership

Our directors and officers own beneficially the following
shares as of the date of this annual report:

Name
    Number of Shares Owned
    Percentage of Outstanding
      Common Shares1Gregory F. Kennedy
    0
    0%Paul Shatzko
    110,9002
    1.4%%Michael Hart
    0
    0%Pradeep Varshney
    21,2003
    <1%Corey Klassen
    2,000
    <1%


1. The above percentages are based on the number of common
shares issued and outstanding in our capital stock as of the date of this annual
report, which is 7,698,191.2. Includes 23,400 shares held by Paul Shatzko
and 87,500 shares held by his wife. 3. Includes 1,200 shares held by Pradeep
Varshney and 20,000 held by his wife.

The Company Stock Option Plan provides for equity participation
in the Company by its directors, officers, employees and consultants through the
acquisition of common shares pursuant to the grant of options to purchase common
shares. The exercise price for options granted under the Stock Option Plan is
determined by the closing trading price on the day immediately preceding the
date of grant or such other price as the Directors, in their discretion, may
determine. The Company has reserved and authorized 720,000 shares (on a
post-reverse stock split basis) for issuance under the Stock Option Plan.

Options can be exercisable for a term of up to five years,
subject to earlier termination in the event of death or the optionees cessation
of services to the Company; and options granted under the stock option plan are
non-assignable, except by will or the laws of descent and distribution.

ITEM
7.**MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A Major shareholders

As used in this section, the term beneficial ownership with
respect to a security is defined by Regulation 228.403 under the Securities
Exchange Act of 1934, as amended, as consisting of: (1) any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares voting power (which includes the power to vote, or to
direct the voting of such security) or investment power (which includes the
power to dispose, or to direct the disposition of, such security); and (2) any
person who, directly or indirectly, creates or uses a trust, proxy, power of
attorney, pooling arrangement or any other contract, arrangement or device with
the purpose or effect of divesting such person of beneficial ownership of a
security or preventing the vesting of such beneficial ownership.

As of the date of this annual report, there are 7,698,191
common shares issued and outstanding in our capital stock. We are authorized to
issue an unlimited number of common shares and preferred shares. We have not
issued any preferred shares since our incorporation.

As of the date of this annual report, the following persons
known to us were the beneficial owner of more than five percent of our
outstanding common shares:

Name
    Number of Shares
    Percentage of TotalCMKM Diamonds Inc. (Shareholders)*
    4,500,000
    58.5%


*The Company issued 4,500,000 shares (on a post-reverse split
basis) to CMKM Diamonds Inc. in consideration for the Smeaton (3,000,000 shares)
and Hatchet Lake (1,500,000), Saskatchewan properties pursuant to mineral
property agreements with respect to such properties. These agreements state that
the 4,500,000 shares are to be distributed to the shareholders of CMKM Diamonds
Inc. These shares have not been distributed at the time of this report and there
is no indication when or if this distribution may occur. (See note 10 of the
attached financial statements).

20

---

Of our 73 registered shareholders, 43 shareholders are Canadian
residents (who hold approximately 21% of our issued and outstanding shares) and
26 shareholders are United States residents (who hold approximately 79% of our
issued and outstanding shares) .

Each of our issued common shares entitles the holder to one
vote in general meeting. There are no disproportionate or weighted voting
privileges.

We are not controlled directly or indirectly by any other
corporation or any other foreign government or by any other natural or legal
person, severally or jointly.

There are no arrangements the operation of which at a
subsequent date may result in a change in our control.

Our trust and transfer agent is Computershare Trust Company of
Canada, which is located at 4th Floor  510 Burrard Street,
Vancouver, British Columbia, Canada V6C 3B9.

7.B Related party transactions

During the Fiscal Year Ended December 31, 2008

During the year ended December 31, 2008, we incurred $300,000
for management fees to directors and officers of our company.

Amounts payable to related parties at December 31, 2008 of
$428,752 is to directors and officers and to a company controlled by an officer
for management fees, consulting fees and for expenses paid on behalf of our
company. The amounts are non-interest bearing, unsecured and have no fixed terms
of repayment.

The above transactions have been in the normal course of
operations and, in managements opinion, undertaken with the same terms and
conditions as transactions with unrelated parties.

From January 1, 2009 to May 31, 2009

Gregory Kennedy and Paul Shatzko are each accruing management
fees of $2,500 per month. RSA Management, a company controlled by Pradeep
Varshney, is accruing management fees of $1,500 per month.

7.C.Interests of experts and counsel

Our principal accountants, experts and legal counsel have no
interest in our shareholdings.

ITEM
8.              
FINANCIAL INFORMATION

8.AConsolidated Statements and other
Financial Information

The following financial statements for the year ended December
31, 2008 with comparatives for December 31, 2007 and December 31, 2006 (except
for the balance sheet, which does include comparative for December 31, 2006),
have been audited by an independent auditor, are accompanied by an audit report
and are attached and incorporated herein:

|(a) | balance sheet;                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | income statement;                                                                                                                                              
|(c) | statement showing changes in equity;                                                                                                                           
|(d) | cash flow statement;                                                                                                                                           
|(e) | related notes and schedules required by the comprehensive
      body of accounting standards pursuant to which the financial statements
      are prepared; and
|(f) | a note analyzing the changes in each caption of
      shareholders equity presented in the balance
sheet.                                                     

Incorporated herewith are the comparative financial statements
covering the latest three financial years, audited in accordance with a
comprehensive body of auditing standards.

21

---

Export Sales

We have not had any export sales in our latest financial year
ended December 31, 2008 and, as a result, the percentage of export sales for the
Company was zero.

Legal Proceedings

On August 27, 2007 we filed a Writ of Summons and Statement of
claim against 101047025 Saskatchewan Ltd. and CMKM Diamonds Inc. for breach of
contract of the October 20, 2005 Mineral Property Option and Assignment
Agreements among the parties. We are seeking to have the Supreme Court of
British Columbia set aside the aforementioned contracts for failure, on behalf
of the defendants, to complete the terms as set out in those contracts. In
October 2008 we entered into a proposed settlement agreement which was
subsequently agreed to verbally by all parties. However, we have agreed to keep
the details confidential until the fulfillment of certain conditions.

Management is not aware of any material proceedings in which
any director, any member of management or any of the Companys affiliates are a
party adverse to, or have a material interest adverse to, our company.

Dividend Policy

We have not paid dividends on the common shares in any of its
last five fiscal years. The directors of our company will determine if and when
dividends should be declared and paid in the future based on the Companys
financial position at the relevant time. All of the common shares of our company
are entitled to an equal share in any dividends declared and paid.

8.B Significant Changes

There have been no significant changes, as that term is defined
in the rules and policies governing the use of the Form 20F, since the date of
the audited financial statements included herein.

ITEM
9.              
THE OFFER AND LISTING

9.A.Offer and listing details

Our shares commenced trading on February 2, 2004 on the OTC
Bulletin Board in the United States under the symbol ETGMF. On March 6, 2009 we
completed a 10 for 1 reverse stock split and our symbol was subsequently changed
to ENMGF.

The following table sets forth the high and low closing prices
in US funds of our common shares traded, taking into account our 10 for 1
reverse split effective March 6, 2009.

|Annual Periods                              | High  | Low  
|------------------------------------------- | ----- | -----
|February 2, 2004 to December
      31, 2004 | $5.00 | $1.30
|January 1, 2005 to December 31, 2005        | $6.10 | $1.10
|January 1, 2006 to December
      31, 2006  | $5.30 | $1.70
|January 1, 2007 to December 31, 2007        | $3.30 | $0.60
|January 1, 2008 to December
      31, 2008  | $1.00 | $0.10
|                                            |       |      
|Quarterly Periods                           |       |      
|                                            | High  | Low  
|January 1, 2007 to March 31,
      2007     | $3.30 | $1.80
|April 1, 2007 to June 30, 2007              | $2.40 | $1.70
|July 1, 2007 to September 30,
      2007    | $1.80 | $0.80
|October 1, 2007 to December 31, 2007        | $1.20 | $0.60
|January 1, 2008 to March 31,
      2008     | $0.80 | $0.30
|April 1, 2008 to June 30, 2008              | $1.00 | $0.30
|July 1, 2008 to September 30,
      2008    | $0.80 | $0.20
|October 1, 2008 to December 31, 2008        | $0.70 | $0.10
|January 1, 2009 to March 31,
      2009     | $0.75 | $0.10

22

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|Monthly Periods |       |      
|--------------- | ----- | -----
|                | High  | Low  
|December 2008   | $0.30 | $0.10
|January 2009    | $0.40 | $0.20
|February 2009   | $0.30 | $0.20
|March 2009      | $0.75 | $0.10
|April 2009      | $0.72 | $0.15
|May 2009        | $0.71 | $0.15

9.B Plan of distribution

Not applicable

9.C Markets

Our shares commenced trading on February 2, 2004 on the OTC
Bulletin Board in the United States under the symbol ETGMF, however, a lack of
liquidity may make it difficult to resell shares.

On March 6, 2009 we completed a 10 for 1 reverse stock split
and our symbol was subsequently changed to ENMGF.

There are no plans, proposals, arrangements or understandings
with any person with regard to the development of a trading market in any of our
securities.

9.D Selling shareholders

Not applicable

9.E Dilution

Not applicable

9.FExpenses of the issue

Not applicable

ITEM
10.             ADDITIONAL
INFORMATION

10.A Share Capital

Not Applicable.

10.BMemorandum and articles of association

We have no bylaws under British Columbia law. We have Articles
of Incorporation. A summary of certain provisions of our Articles of
Incorporation is provided below.

|1. | Our Memorandum and Articles of Incorporation do not limit
      in any manner our business purpose. As such, no provision relating to the
      same is contained in the Memorandum or Articles of
Incorporation.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                  
|2. | Directors                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                  
|   | a.                                                                                                                                                                                                               

23

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| |    | remuneration of the directors: (5) purchasing and
      maintaining insurance to cover directors against liability incurred by
      them as directors; or, (6) indemnification of any director.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                 
| | b. | Directors are empowered to vote compensation to
      themselves even in the absence of an independent quorum.                                                                                  
| |    |                                                                                                                                                                                                 
| | c. | Our board of directors may from time to time on our
      behalf borrow money. We have no prohibition against loaning money to a
      director.                                                
| |    |                                                                                                                                                                                                 
| | d. | There are no provisions for retirement or non-retirement
      of directors under an age limit requirement.                                                                                     
| |    |                                                                                                                                                                                                 
| | e. | There is no number of shares that must be owned for
      director's qualification.                                                                                                             

|3.  | Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | f.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | g.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | h.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.  | No alteration shall be valid as to any outstanding shares
      unless the holders of the shares consent thereto or by a resolution passed
      by 3/4s of the outstanding shares.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.  | The annual general meeting of shareholders is called by
      written notice mailed by the board of directors to each shareholder of
      record. A quorum shall be a least two persons represented at the meeting
      either in person or by proxy. Extraordinary (special) general meetings are
      called by written notice mailed by the board of directors to each
      shareholder of record. The quorum remains the same for Extraordinary
      Meetings. There are no conditions of admission to the meetings.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6.  | There are no limitations on the rights to own securities,
      including the rights of non-resident or foreign shareholders to hold or
      exercise voting rights on the securities, imposed by the laws of British
      Columbia, or our articles or other constituent document.                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.  | There are no provisions in our articles that would have
      an effect of delaying, deferring or preventing a change in our control and
      that would operate only with respect to any merger, acquisition or
      corporate restructuring involving us.                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.  | There are no provisions in our articles that require the
      disclosure of shareholder ownership.                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.  | The law applicable to us is not significantly different
      from that in the host country.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10. | The conditions imposed by the articles governing changes
      in the capital are not more stringent than is required by
  law.                                                                                                                                                                                                                                                                                                                                                                                              

24

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10.C Material contracts

There are no material contracts except as discussed in this
Annual Report and except as entered into in the ordinary course of business. The
following material contracts referred to in this Annual Report may be inspected
at our offices during normal business hours.

| | 1. | Agreement dated March 15, 2005 between Fayz Yacoub and
      the Company, and amended March 6, 2007 whereby the Company can acquire a
      100% interest in the Doran Uranium Property (referenced by way of the
      Companys 20-F filed with the SEC on July 1, 2005);                                           
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                       
| | 2. | Agreement dated April 21, 2005 between the Company and
      CMKM Diamonds, Inc. whereby CMKM may acquire up to a 10% interest in the
      Companys Black Warrior Project (referenced by way of the Companys 20-F
      filed with the SEC on July 1, 2005);                                                       
| |    |                                                                                                                                                                                                                                                                                                                       
| | 3. | Assignment Agreement dated October 20, 2005 between the
      Company and CMKM Diamonds Inc., whereby the Company assumed all of the
      rights of CMKM, if any, in the Hatchet Lake Property (referenced by way of
      the Companys 6-K filed with the SEC on November 23, 2005);                               
| |    |                                                                                                                                                                                                                                                                                                                       
| | 4. | Agreement dated October 20, 2005 between the Company and
      101047025 Saskatchewan Ltd., whereby the Company may acquire up to 80%
      interest in the Smeaton/Forte a la Corne properties (referenced by way of
      the Companys 6-K filed with the SEC on November 25, 2005); and                           
| |    |                                                                                                                                                                                                                                                                                                                       
| | 5. | Agreement dated February 13, 2007 between the Company and
      Abbastar Uranium Corp. (formerly Abbastar Holding Ltd.) whereby Abbastar
      may earn up to 70% interest in the Doran uranium prospect in Costebelle
      Township, Quebec. (referenced by way of the Companys 6-K filed February
      14, 2007).

10.D Exchange Controls

There is no law or governmental decree or regulation in Canada
that restricts the export or import of capital, or affects the remittance of
dividends, interest or other payments to a non-resident holder of common shares,
other than withholding tax requirements. See Item 10.E Taxation.

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

The Investment Canada Act (Canada) requires certain
non-Canadian individuals, governments, corporation or other entities who wish
to acquire a Canadian business (as defined in the Investment Canada Act), or
establish a new Canadian business (as defined in the Investment Canada Act) to
file either a notification or an application for review with a governmental
agency known as Investment Canada. The Investment Canada Act requires that
certain acquisition of control of Canadian business by a non-Canadian must be
reviewed and approved by the Minister responsible for the Investment Canada Act
on the basis that the Minister is satisfied that the acquisition is likely to
be of net benefit to Canada, having regard to criteria set forth in the
Investment Canada Act. Only acquisitions of control are reviewable under the
Investment Canada Act; however, the Investment Canada Act provides detailed
rules for the determination of whether control has been acquired and, pursuant
to those rules, the acquisition of one-third or more of the voting shares of a
corporation may, in some circumstances, be considered to constitute an
acquisition of control. Certain reviewable acquisitions of control may not be
implemented before being approved by the Minister; if the Minister does not
ultimately approve a reviewable acquisition, which has been completed, the
acquired Canadian business must be divested. Failure to comply with the review
provisions of the Investment Canada Act could result in, amongst other things,
an injunction or a court order directing disposition of assets of shares.

10.E Taxation

The following summary is not, and is not to be construed as,
tax advice to any particular Shareholder. Each prospective and current
Shareholder is urged to obtain independent advice as to the applicable Canadian,
U.S. or other tax consequences of an investment in common shares applicable to
the Shareholders particular circumstances.

25

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Certain US Federal Income Tax Consequences

The following is a general discussion of the material United
States Federal income tax law for U.S. holders that hold such common shares as a
capital asset, as defined under United States Federal income tax law and is
limited to discussion of U.S. Holders that own less than 10% of the common
stock. This discussion does not address all potentially relevant Federal income
tax matters and it does not address consequences peculiar to persons subject to
special provisions of Federal income tax law, such as those described below as
excluded from the definition of a U.S. Holder. In addition, this discussion does
not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the
Internal Revenue Code of 1986, as amended to the date hereof (the Code),
Treasury Regulations, published Internal Revenue Service (IRS) rulings,
published administrative positions of the IRS and court decisions that are
currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis, at any time. In addition, this
discussion does not consider the potential effects, both adverse and beneficial,
of any future legislation that, if enacted, could be applied, possibly on a
retroactive basis, at any time. The following discussion is for general
information only and it is not intended to be, nor should it be construed to be,
legal or tax advice to any holder or prospective holder of common shares of the
Company and no opinion or representation with respect to the United States
Federal income tax consequences to any such holder or prospective holder is
made. Accordingly, holders and prospective holders of common shares of the
Company should consult their own tax advisors about the Federal, state, local,
and foreign tax consequences of purchasing, owning and disposing of common
shares of the Company.

U.S. Holders

As used herein, a U.S. Holder is a holder of common shares of
the Company who or which is a citizen or individual resident (or is treated as a
citizen or individual resident) of the United States for federal income tax
purposes, a corporation or partnership created or organized (or treated as
created or organized for federal income tax purposes) in the United States,
including only the States and District of Columbia, or under the law of the
United States or any State or Territory or any political subdivision thereof, or
a trust or estate the income of which is includable in its gross income for
federal income tax purposes without regard to its source, if, (i) a court within
the United States is able to exercise primary supervision over the
administration of the trust and (ii) one or more United States trustees have the
authority to control all substantial decisions of the trust.

For purposes of this discussion, a U.S. Holder does not include
persons subject to special provisions of Federal income tax law, such as
tax-exempt organizations, qualified retirement plans, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers and Holders who acquired their stock through the
exercise of employee stock options or otherwise as compensation.

Distributions on common shares of the Company

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 to the extent that the Company
has current or accumulated earnings and profits, without reduction for any
Canadian income tax withheld from such distributions. Such Canadian tax withheld
may be credited, subject to certain limitations, against the U.S. Holders
United States Federal income tax liability or, alternatively, may be deducted in
computing the U.S. Holders United States Federal taxable income by those who
itemize deductions. (See more detailed discussion at Foreign Tax Credit
below). To the extent that distributions exceed current or accumulated earnings
and profits of the Company, they will be treated first as a return of capital up
to the U.S. Holders adjusted basis in the common shares and thereafter as gain
from the sale or exchange of the common shares. Preferential tax rates for
long-term capital gains are applicable to a U.S. Holder that is an individual,
estate or trust. There are currently no preferential tax rates for long-term
capital gains for a U.S. Holder that is a corporation.

Dividends paid on the common shares of the Company will not
generally be eligible for the dividends received deduction provided to
corporations receiving dividends from certain United States corporations. A U.S.
Holder which is a corporation may, under certain circumstances, be entitled to a
70% deduction of the United States source portion of dividends received from the
Company if such U.S. Holder owns shares representing at least 10% of the voting
power and value of the Company. The availability of this deduction is subject to
several complex limitations, which are beyond the scope of this discussion.

26

---

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 a deduction
or a tax credit for such foreign tax paid or withheld. Generally, it will be
more advantageous to claim a credit because a credit reduces United States
Federal income taxes on a dollar-for-dollar basis, while a deduction merely
reduces the taxpayers income subject to tax. This election is made on a
year-by-year basis and applies to all foreign taxes paid by (or withheld from)
the U.S. Holder during that year. There are significant and complex limitations,
which apply to the credit, among which is the general limitation that the credit
cannot exceed the proportionate shares of the U.S. Holders United States income
tax liability that the U.S. Holders foreign source income bears to his or its
world-wide taxable income. In the determination of the application of this
limitation, the various items of income and deduction must be classified into
foreign and domestic sources. Complex rules govern this classification process.
There are further limitations on the foreign tax credit for certain types of
income such as passive income, high withholding tax interest, financial
services income, shipping income and certain other classifications of income.
The availability of the foreign tax credit and the application of the
limitations on the credit are fact specific and holders and prospective holders
of common shares of the Company should consult their own tax advisors regarding
their individual circumstances.

Disposition of common shares of the Company

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

Certain Canadian Federal Income Tax Consequences

The following discussion summarizes the principal Canadian
federal income tax considerations generally applicable to a person who owns one
or more common shares of the Company (the Shareholder), and who at all
material times for the purposes of the Income Tax Act (Canada) (the Canadian
Act) deals at arms length with the Company, holds all common shares solely as
capital property, is a non-resident of Canada, and does not, and is not deemed
to, use or hold any Common share in or in the course of carrying on business in
Canada. It is assumed that the common shares will at all material times be
listed on a stock exchange that is prescribed for the purposes of the Canadian
Act.

This summary is based on the current provisions of the Canadian
Act, including the regulations thereunder, and the Canada-United States Income
Tax Convention (1980) (the Treaty) as amended. This summary takes into account
all specific proposals to amend the Canadian Act and the regulations thereunder
publicly announced by the government of Canada to the date hereof and the
Companys understanding of the current published administrative and assessing
practices of Canada Customs and Revenue Agency. It is assumed that all such
amendments will be enacted substantially as currently proposed, and that there
will be no other material change to any such law or practice, although no
assurances can be given in these respects. Except to the extent otherwise
expressly set out herein, this summary does not take into account any
provincial, territorial or foreign income tax law or treaty.

This summary is not, and is not to be construed as, tax advice
to any particular Shareholder. Each prospective and current Shareholder is urged
to obtain independent advice as to the Canadian income tax consequences of an
investment in common shares applicable to the Shareholders particular
circumstances.

A Shareholder generally will not be subject to tax pursuant to
the Canadian Act on any capital gain realized by the Shareholder on a
disposition of a Common share unless the Common share constitutes taxable
Canadian property to the Shareholder for purposes of the Canadian Act and the
Shareholder is not eligible for relief pursuant to an applicable bilateral tax
treaty. A Common share that is disposed of by a Shareholder will not constitute
taxable Canadian property of the Shareholder provided that the Common share is
listed on a stock exchange that is prescribed for the purposes of the Canadian
Act (the Toronto Stock Exchange is so prescribed), and that neither the
Shareholder, nor one or more persons with whom the Shareholder did not deal

27

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at arms length, alone or together at any time in the five
years immediately preceding the disposition owned, or owned any right to
acquire, 25% or more of the issued shares of any class of the capital stock of
the Company. In addition, the Treaty generally will exempt a Shareholder who is
a resident of the United States for the purposes of the Treaty, and who would
otherwise be liable to pay Canadian income tax in respect of any capital gain
realized by the Shareholder on the disposition of a Common share, from such
liability provided that the value of the Common share is not derived principally
from real property (including resource property) situated in Canada or that the
Shareholder does not have, and has not had within the 12-month period preceding
the disposition, a permanent establishment or fixed base, as those terms are
defined for the purposes of the Treaty, available to the Shareholder in Canada.
The Treaty may not be available to a non-resident Shareholder that is a U.S.
LLC, which is not subject to tax in the U.S. Any dividend on a Common share,
including a stock dividend, paid or credited, or deemed to be paid or credited,
by the Company to a Shareholder will be subject to Canadian withholding tax at
the rate of 25% on the gross amount of the dividend, or such lesser rate as may
be available under an applicable income tax treaty. Pursuant to the Treaty, the
rate of withholding tax applicable to a dividend paid on a Common share to a
Shareholder who is a resident of the United States for the purposes of the
Treaty will be reduced to 5% if the beneficial owner of the dividend is a
company that owns at least 10% of the voting stock of the Company, and in any
other case will be reduced to 15%, of the gross amount of the dividend. It is
Canada Customs and Revenue Agencys position that the Treaty reductions are not
available to a Shareholder that is a limited liability company resident in the
United States. The Company will be required to withhold any such tax from the
dividend, and remit the tax directly to Canada Customs and Revenue Agency for
the account of the Shareholder.

ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON
SHARES.

10.F Dividends and paying agents

Not Applicable to Annual Reports on Form 20F.

10.G Statement by experts

Not Applicable to Annual Reports on Form 20F.

10.H Documents on Display

The documents concerning the Company which are referred to in
this Report on Form 20F are located at its principal executive offices at the
address on the face page of this Report.

10.ISubsidiary information

We have one subsidiary, Entourage USA Inc. located 711 S.
Carson Street, Suite 4, Carson City, NV 89701. The charter of Entourage USA was
not renewed in December 2008.

ITEM
11.             QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We do not have market portfolios and do not engage in trading
risk sensitive instruments or financial instruments. We are an extractive
enterprise.

ITEM
12.             DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM
13.**DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES

We have had no material defaults in payment of principal,
interest or sinking or purchase fund installments. We are an extractive
enterprise.

28

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

Not applicable

ITEM
15.T           CONTROLS
AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed in the
Companys Exchange Act reports is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms, and that such
information is accumulated and communicated to the Companys management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure based
closely on the definition of disclosure controls and procedures in Rule
13a-15(e). The Companys disclosure controls and procedures are designed to
provide a reasonable level of assurance of reaching the Companys desired
disclosure control objectives. In the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures. The Companys Chief Executive Officer and Chief Financial Officer
have concluded that the Companys disclosure controls and procedures are
ineffective in reaching that level of assurance.

Managements Annual Report on Internal Control Over
Financial Reporting

The management of the Company is responsible for establishing
and maintaining adequate internal control over financial reporting, as required
by Sarbanes-Oxley (SOX) Section 404 A. The Companys internal control over
financial reporting is a process designed under the supervision of the Companys
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Companys financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.

As of December 31, 2008, management assessed the effectiveness
of the Companys internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) and SEC guidance on conducting such
assessments. Based on that evaluation, they concluded that, during the period
covered by this report, such internal controls and procedures were not effective
to detect the inappropriate application of US GAAP rules as more fully described
below. This was due to deficiencies that existed in the design or operation of
our internal control over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the
Companys management considered to be material weaknesses under COSO and SEC
rules were: (1) lack of a functioning audit committee and lack of a majority of
independent directors on the Companys board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures; (2) inadequate segregation of duties consistent with
control objectives; (3) insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (4) ineffective
controls over period end financial disclosure and reporting processes. The
aforementioned material weaknesses were identified by the Companys Chief
Financial Officer in connection with the preparation of our financial statements
as of December 31, 2008 and communicated the matters to our management and board
of directors.

Management believes that the material weaknesses set forth in
items (2), (3) and (4) above did not have an affect on the Companys financial
results. However, management believes that the lack of a functioning audit
committee and lack of a majority of independent directors on the Companys board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures, could impact the
Companys financial statements for the future years.

We are committed to improving our financial organization. As
part of this commitment, we hope to create a position to segregate duties
consistent with control objectives and will increase our personnel resources and
technical accounting expertise within the accounting function when funds are
available to the Company: i) Appointing one or more outside directors to our
board of directors who shall be appointed to the audit committee of the Company
resulting in a fully functioning audit

29

---

committee who will undertake the oversight in the establishment
and monitoring of required internal controls and procedures; and ii) Preparing
and implementing sufficient written policies and checklists which will set forth
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more
independent directors, who shall be appointed to a fully functioning audit
committee, will remedy the lack of a functioning audit committee and a lack of a
majority of outside directors on the Companys Board. In addition, management
believes that preparing and implementing sufficient written policies and
checklists will remedy the following material weaknesses (i) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (ii) ineffective controls over period end financial close and
reporting processes. Further, management believes that the hiring of additional
personnel who have the technical expertise and knowledge will result in proper
segregation of duties and provide more checks and balances within the
department. Additional personnel will also provide the cross training needed to
support the Company if personnel turn over issues within the department occur.
This coupled with the appointment of additional outside directors will greatly
decrease any control and procedure issues the company may encounter in the
future.

Any effort to increase the size of the Board of Directors,
appoint independent directors or personnel is conditional upon the Company to
raise additional capital.

We will continue to monitor and evaluate the effectiveness of
our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.

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

Changes in Internal Control over financial reporting

During the year ended December 31, 2008, there were no changes
in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM
16.             [reserved]

ITEM
16.A           AUDIT COMMITTEE
FINANCIAL EXPERT

We do not have an audit committee financial expert serving on
our audit committee.

ITEM
16.B           CODE OF
ETHICS

We have a written Code of Ethics, which was filed as an exhibit
to our Annual Report on Form 20-F for our fiscal year ended December 31, 2006,
and which is incorporated by reference as an exhibit hereto.

ITEM
16.C           PRINCIPAL
ACCOUNTANT FEES AND SERVICES

(a)          
Audit Fees

The aggregate fees billed for each of the last two fiscal years
for professional services rendered by the Companys principal accountant(s) for
the audit of the Companys annual financial statements, together with services
that are normally provided by the principal accountant in connection with
statutory and regulatory filings or engagements were $16,092 for the year ended
December 31, 2008 and $24,536 for the year ended December 31, 2007.

(b)            
Audit-Related Fees

The aggregate fees billed for each of the last two fiscal years
for assurance and related services by the principal accountant that were
reasonably related to the performance of the audit or review of the Companys
financial statements but are not reported under paragraph (a) of this Item were
$2,625 for the year ended December 31, 2008 and $3,180 for year December 31,
2007.

30

---

(c)          
Tax Fees

The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant for tax
compliance, tax advice and tax planning and tax return preparation were $2,310
for the year ended December 31, 2008 and $3,710 for the year ended December 31,
2007.

(d)          
All Other Fees

The aggregate fees billed in each of the last two fiscal years
for products and services provided by the principal accountant other than
services disclosed in paragraphs (a) through (c) of this Item were $nil for the
year ended December 31, 2008 and $nil for the year ended December 31, 2007.

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

The disclosure required under Exchange Act Rule 10A-3(d) is not
applicable to our company.

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

No purchase was made by or on behalf of our Company or any
affiliated purchaser of any of our equity securities within the past two
years.

ITEM
16.F           CHANGE IN
REGISTRANTS CERTIFYING ACCOUNTANT

Not Applicable.

ITEM
16.G           CORPORATE
GOVERNANCE

Not Applicable.

PART III

ITEM
17.             FINANCIAL
STATEMENTS

Our financial statements are attached hereto immediately before
the signatures section.

31

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ENTOURAGE MINING LTD. (An Exploration Stage Company)

**CONSOLIDATED FINANCIAL STATEMENTS**

**DECEMBER 31, 2008, 2007 AND 2006 
  (Stated in Canadian Dollars)**





|CONSOLIDATED
      BALANCE SHEETS                              
|---------------------------------------------------------------
|                                                               
|CONSOLIDATED
      STATEMENTS OF OPERATIONS                    
|                                                               
|CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
|                                                               
|CONSOLIDATED
      STATEMENTS OF CASH FLOWS                    
|                                                               
|NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS               

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Entourage Mining
Ltd.

We have audited the accompanying consolidated balance sheets of
Entourage Mining Ltd. (an exploration stage company) as of December 31, 2008
and, 2007 and the related consolidated statements of operations, stockholders
equity (deficit) and cash flows for the years ended December 31, 2008, 2007 and
2006 and the period from June 16, 1995 (inception) through December 31, 2008.
These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based
on our audits. The consolidated financial statements of Entourage Mining Ltd.
for the period from January 16, 1995 (inception) to December 31, 2003 were
reported upon by other auditors whose report dated May 6, 2004 included an
explanatory paragraph regarding the Companys ability to continue as a going
concern. The consolidated financial statements of Entourage Mining Ltd. for the
period from January 16, 1995 (inception) to December 31, 2003 reflect a total
net loss of $958,486 of the related cumulative totals. The other auditors
reports have been furnished to us, and our opinion, insofar as it relates to
amounts included for such prior periods, is based solely on the reports of such
other auditors.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of Entourage Mining
Ltd. as of December 31, 2008 and, 2007 and the results of its operations and its
cash flows for the years ended December 31, 2008, 2007 and 2006 and the period
from June 16, 1995 (inception) through December 31, 2008 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has not generated revenues since
inception, has incurred losses in developing its business, and further losses
are anticipated. The Company requires additional funds to meet its obligations
and the costs of its operations. These factors raise substantial doubt about the
Companys ability to continue as a going concern. Managements plans in this
regard are described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

DMCL

DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED ACCOUNTANTS

Vancouver, Canada April 15, 2009



F-2

---

ENTOURAGE MINING LTD.(An
Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS(Stated
in Canadian Dollars)

|                                                          |   | DECEMBER
      31 |  
|--------------------------------------------------------- | - | ----------------- | -
|                                                          |   | 2008              |  
|                                                          |   |                   |  
|ASSETS                                                    |   |                   |  
|                                                          |   |                   |  
|Current                                                   |   |                   |  
|Cash                                                      | $ | 894               |  
|Advances and prepaid
      expenses                       |   | 1,084             |  
|Goods and services and Quebec sales
      tax recoverable |   | 12,631            |  
|                                                          |   | 14,609            |  
|Equipment, net of depreciation(Note 3)                    |   | 2,064             |  
|                                                          |   |                   |  
|                                                          | $ | 16,673            |  
|                                                          |   |                   |  
|LIABILITIES                                               |   |                   |  
|                                                          |   |                   |  
|Current                                                   |   |                   |  
|Accounts payable                                          | $ | 139,408           |  
|Due to related parties (Note 6)                           |   | 428,752           |  
|                                                          |   | 568,160           |  
|                                                          |   |                   |  
|CONTINGENCIES AND COMMITMENTS(Notes
      1, 4, 9 and 10) |   |                   |  
|                                                          |   |                   |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                         |   |                   |  
|                                                          |   |                   |  
|Capital Stock(Note 5)                                     |   |                   |  
|Authorized:                                               |   |                   |  
|100,000,000 common voting shares without par value        |   |                   |  
|Issued:                                                   |   |                   |  
|7,698,191 common shares (2007  7,698,191)                |   | 12,383,714        |  
|                                                          |   |                   |  
|Additional paid in capital                                |   | 3,035,356         |  
|                                                          |   |                   |  
|Deficit accumulated during the exploration
      stage    |   | (15,970,557       | )
|                                                          |   | (551,487          | )
|                                                          |   |                   |  
|                                                          | $ | 16,673            |  

Approved by the Board of Directors:

|Gregory F.
      Kennedy |  | Paul Shatzko
|-------------------------- |  | --------------

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

F-3

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ENTOURAGE MINING LTD.(An
Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS(Stated in Canadian Dollars)

|                                            |  |                          |   |  |           |   |  |            |   |  | June 16,
      1995 |  
|------------------------------------------- |  | ------------------------ | - |  | --------- | - |  | ---------- | - |  | ------------------- | -
|                                            |  |                          |   |  |           |   |  |            |   |  | (inception)         |  
|                                            |  | Years ended December 31, |   |  | to        |  
|                                            |  |                          |   |  |           |   |  |            |   |  |                     |  
|                                            |  | 2008                     |   |  | 2007      |   |  | 2006       |   |  | December 31,        |  
|                                            |  |                          |   |  |           |   |  |            |   |  | 2008                |  
|                                            |  | $                        |   |  | $         |   |  | $          |   |  | $                   |  
|Expenses                                    |  |                          |   |  |           |   |  |            |   |  |                     |  
|Depreciation                                |  | 699                      |   |  | 953       |   |  | 1,303      |   |  | 5,780               |  
|Consulting                                  |  | 60,000                   |   |  | 58,594    |   |  | 70,166     |   |  | 268,235             |  
|Consulting  stock based compensation       |  | -                        |   |  | 101,774   |   |  | 2,027,384  |   |  | 2,713,558           |  
|Financing fee  stock based compensation    |  | -                        |   |  | 11,300    |   |  | -          |   |  | 11,300              |  
|Interest expense & bank charges             |  | 868                      |   |  | 1,119     |   |  | 1,139      |   |  | 13,817              |  
|Management fees                             |  | 300,000                  |   |  | 195,000   |   |  | 100,500    |   |  | 947,154             |  
|Mineral property costs (recovery)           |  | (58,722                  | ) |  | 61,462    |   |  | 632,122    |   |  | 10,932,187          |  
|Office and sundry                           |  | 34,231                   |   |  | 56,532    |   |  | 66,262     |   |  | 483,242             |  
|Professional fees                           |  | 62,006                   |   |  | 34,568    |   |  | 53,359     |   |  | 393,272             |  
|Travel and promotion                        |  | 15,758                   |   |  | 77,481    |   |  | 65,593     |   |  | 269,174             |  
|                                            |  |                          |   |  |           |   |  |            |   |  |                     |  
|Loss Before Income Taxes                    |  | (414,840                 | ) |  | (598,783  | ) |  | (3,017,828 | ) |  | (16,037,719         | )
|                                            |  |                          |   |  |           |   |  |            |   |  |                     |  
|Deferred income tax recovery                |  | -                        |   |  | -         |   |  | 44,667     |   |  | 67,162              |  
|                                            |  |                          |   |  |           |   |  |            |   |  |                     |  
|Net Loss                                    |  | (414,840                 | ) |  | (598,783  | ) |  | (2,973,161 | ) |  | (15,970,557         | )
|                                            |  |                          |   |  |           |   |  |            |   |  |                     |  
|                                            |  |                          |   |  |           |   |  |            |   |  |                     |  
|Loss Per Share,basic and diluted            |  | (0.05                    | ) |  | (0.08     | ) |  | (0.40      | ) |  |                     |  
|                                            |  |                          |   |  |           |   |  |            |   |  |                     |  
|Weighted Average Common Shares Outstanding, |  |                          |   |  |           |   |  |            |   |  |                     |  
|basic and diluted                           |  | 7,698,191                |   |  | 7,675,144 |   |  | 7,438,028  |   |  |                     |  

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

F-4

---

ENTOURAGE MINING LTD.(An
Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY(DEFICIT)(Stated in Canadian Dollars)

|                                      |  |           |   |  |           |   |  |            |  |  |            |  |  | DEFICIT     |   |  |          |  
|------------------------------------- |  | --------- | - |  | --------- | - |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | -------- | -
|                                      |  |           |   |  |           |   |  |            |  |  |            |  |  | ACCUMULATED |   |  |          |  
|                                      |  | NUMBER    |   |  |           |   |  | OBLIGATION |  |  | ADDITIONAL |  |  | DURING      |   |  |          |  
|                                      |  | OF        |   |  |           |   |  | TO ISSUE   |  |  | PAID-IN    |  |  | EXPLORATION |   |  |          |  
|                                      |  | SHARES    |   |  | AMOUNT    |   |  | SHARES     |  |  | CAPITAL    |  |  | STAGE       |   |  | TOTAL    |  
|                                      |  |           |   |  | $         |   |  | $          |  |  | $          |  |  | $           |   |  | $        |  
|                                      |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|Share issued for cash                 |  | 1         |   |  | 1         |   |  | -          |  |  | -          |  |  | -           |   |  | 1        |  
|Loss for the period                   |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (38,624     | ) |  | (38,624  | )
|Balance, December 31, 1995            |  | 1         |   |  | 1         |   |  | -          |  |  | -          |  |  | (38,624     | ) |  | (38,623  | )
|Shares issued for cash                |  | 913,000   |   |  | 276,500   |   |  | -          |  |  | -          |  |  | -           |   |  | 276,500  |  
|Loss for the year                     |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (210,592    | ) |  | (210,592 | )
|Balance, December 31,1996             |  | 913,001   |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (249,216    | ) |  | 27,285   |  
|Loss for the year                     |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (74,529     | ) |  | (74,529  | )
|Balance, December 31, 1997            |  | 913,001   |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (323,745    | ) |  | (47,244  | )
|Loss for the year                     |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (60,148     | ) |  | (60,148  | )
|Balance, December 31, 1998            |  | 913,001   |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (383,893    | ) |  | (107,392 | )
|Loss for the year                     |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (70,046     | ) |  | (70,046  | )
|Balance, December 31, 1999            |  | 913,001   |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (453,939    | ) |  | (177,438 | )
|Loss for the year                     |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (66,855     | ) |  | (66,855  | )
|Balance, December 31, 2000            |  | 913,001   |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (520,794    | ) |  | (244,293 | )
|Loss for the year                     |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (58,749     | ) |  | (58,749  | )
|Balance, December 31, 2001            |  | 913,001   |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (579,543    | ) |  | (303,042 | )
|Forgiveness of amounts due to related |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|party                                 |  | -         |   |  | -         |   |  | -          |  |  | 200,671    |  |  | -           |   |  | 200,671  |  
|Loss for the year                     |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (59,428     | ) |  | (59,428  | )
|Balance, December 31, 2002            |  | 913,001   |   |  | 276,501   |   |  | -          |  |  | 200,671    |  |  | (638,971    | ) |  | (161,799 | )
|April 25, 2003  shares issued for    |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|mineral property                      |  | 600,000   |   |  | 60,000    |   |  | -          |  |  | -          |  |  | -           |   |  | 60,000   |  
|Loss for the year                     |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (319,515    | ) |  | (319,515 | )
|Balance, December 31, 2003            |  | 1,513,001 |   |  | 336,501   |   |  | -          |  |  | 200,671    |  |  | (958,486    | ) |  | (421,314 | )
|February 5, 2004  shares issued for  |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|cash at $2.20 per share               |  | 99,750    |   |  | 219,450   |   |  | -          |  |  | -          |  |  | -           |   |  | 219,450  |  
|February 5, 2004  deferred tax       |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|recovery on 10,800 flow-through       |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|shares                                |  | -         |   |  | (2,376    | ) |  | -          |  |  | -          |  |  | -           |   |  | (2,376   | )
|June 8, 2004  shares issued for cash |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|at $4.04 per share                    |  | 69,800    |   |  | 282,331   |   |  | -          |  |  | -          |  |  | -           |   |  | 282,331  |  
|August 24, 2004  stock options       |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|exercised at $3.30 per share          |  | 10,000    |   |  | 32,983    |   |  | -          |  |  | -          |  |  | -           |   |  | 32,983   |  
|December 31, 2004  shares issued     |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|for cash at $1.80 per share           |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|inclusive of 13,250 shares as         |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|finders fees                         |  | 294,800   |   |  | 510,876   |   |  | -          |  |  | -          |  |  | -           |   |  | 510,876  |  
|August 24, 2004  shares issued for   |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|mineral property database at $3.90    |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|per share                             |  | 15,000    |   |  | 58,788    |   |  | -          |  |  | -          |  |  | -           |   |  | 58,788   |  
|September 24, 2004  shares returned  |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|on cancellation of escrow             |  | (375,000  | ) |  | (7,500    | ) |  | -          |  |  | 7,500      |  |  | -           |   |  | -        |  
|Stock based compensation              |  | -         |   |  | -         |   |  | -          |  |  | 421,000    |  |  | -           |   |  | 421,000  |  
|Loss for the year                     |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (956,446    | ) |  | (956,466 | )
|Balance, December 31, 2004            |  | 1,627,351 |   |  | 1,431,053 |   |  | -          |  |  | 629,171    |  |  | (1,914,932  | ) |  | 145,292  |  

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

F-5

---

ENTOURAGE MINING LTD.(An
Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(DEFICIT)(Stated in Canadian Dollars)

|                                       |  |           |  |  |            |   |  |            |   |  |            |  |  | DEFICIT     |   |  |             |  
|-------------------------------------- |  | --------- |  |  | ---------- | - |  | ---------- | - |  | ---------- |  |  | ----------- | - |  | ----------- | -
|                                       |  |           |  |  |            |   |  |            |   |  |            |  |  | ACCUMULATED |   |  |             |  
|                                       |  | NUMBER    |  |  |            |   |  | OBLIGATION |   |  | ADDITIONAL |  |  | DURING      |   |  |             |  
|                                       |  | OF        |  |  |            |   |  | TO ISSUE   |   |  | PAID-IN    |  |  | EXPLORATION |   |  |             |  
|                                       |  | SHARES    |  |  | AMOUNT     |   |  | SHARES     |   |  | CAPITAL    |  |  | STAGE       |   |  | TOTAL       |  
|                                       |  |           |  |  | $          |   |  | $          |   |  | $          |  |  | $           |   |  | $           |  
|                                       |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|Balance, December 31, 2004,            |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|carried forward                        |  | 1,627,351 |  |  | 1,431,053  |   |  | -          |   |  | 629,171    |  |  | (1,914,932  | ) |  | 145,292     |  
|January 6, 2005, refund for            |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|overpayment in 2004 private            |  |           |  |  |            |   |  | -          |   |  |            |  |  |             |   |  |             |  
|placement                              |  | -         |  |  | (3,000     | ) |  |            |   |  | -          |  |  | -           |   |  | (3,000      | )
|March 21, 2005, shares issued for      |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|property acquisition at                |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|U.S. $3.00 per share                   |  | 12,500    |  |  | 45,604     |   |  | -          |   |  | -          |  |  | -           |   |  | 45,604      |  
|Sept. 22, 2005, flow-through shares    |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|issued at $2.00 per share              |  | 29,500    |  |  | 59,000     |   |  | -          |   |  | -          |  |  | -           |   |  | 59,000      |  
|September, 2005, deferred tax          |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|recovery on 29,500 flow-through        |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|shares                                 |  | -         |  |  | (20,119    | ) |  |            |   |  | -          |  |  | -           |   |  | (20,119     | )
|Sept. 22, 2005, units issued at        |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|U.S. $1.50 per unit                    |  | 55,000    |  |  | 97,152     |   |  | -          |   |  | -          |  |  | -           |   |  | 97,152      |  
|Oct. 7, 2005, units issued at          |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|U.S. $1.10 per unit                    |  | 127,500   |  |  | 165,154    |   |  | -          |   |  | -          |  |  | -           |   |  | 165,154     |  
|Oct.-Dec 2005, shares issued on        |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|exercise of stock options at           |  |           |  |  |            |   |  | -          |   |  |            |  |  |             |   |  |             |  
|U.S. $1.50 per share                   |  | 25,000    |  |  | 44,147     |   |  |            |   |  | -          |  |  | -           |   |  | 44,147      |  
|Oct. 2005, shares issued on exercise   |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|of warrants at $3.00 per share         |  | 5,000     |  |  | 15,000     |   |  | -          |   |  | -          |  |  | -           |   |  | 15,000      |  
|Nov. 17, 2005, units issued at         |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|U.S. $1.50 per share inclusive of      |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|20,000 shares finders fees            |  | 553,334   |  |  | 944,800    |   |  | -          |   |  | -          |  |  | -           |   |  | 944,800     |  
|Stock based compensation               |  | -         |  |  | -          |   |  | -          |   |  | 163,400    |  |  | -           |   |  | 163,400     |  
|Forgiveness of amounts due to          |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|related party                          |  | -         |  |  | -          |   |  | -          |   |  | 102,327    |  |  | -           |   |  | 102,327     |  
|Obligation to issue shares             |  | -         |  |  | -          |   |  | 8,638,667  |   |  |            |  |  | -           |   |  | 8,638,667   |  
|Loss for the year                      |  |           |  |  | -          |   |  | -          |   |  | -          |  |  | (10,068,841 | ) |  | (10,068,841 | )
|Balance, December 31, 2005             |  | 2,435,185 |  |  | 2,778,791  |   |  | 8,638,667  |   |  | 894,898    |  |  | (11,983,773 | ) |  | 328,583     |  
|January 3, 2006, shares issued for     |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|property acquisition at a
      deemed |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|price of US $1.50 per share            |  | 4,888,889 |  |  | 8,638,667  |   |  | (8,638,667 | ) |  | -          |  |  | -           |   |  | -           |  
|Jan.-Aug. 2006, shares issued on       |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|exercise of stock options at           |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|US $1.50 per share                     |  | 41,000    |  |  | 69,317     |   |  | -          |   |  | -          |  |  | -           |   |  | 69,317      |  
|February 2006, shares issued on        |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|exercise of warrants at $3.00          |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|per share                              |  | 74,450    |  |  | 223,350    |   |  | -          |   |  | -          |  |  | -           |   |  | 223,350     |  
|March 7, 2006, shares issued for       |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|property acquisition at                |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|U.S. $3.60 per share                   |  | 12,500    |  |  | 51,772     |   |  | -          |   |  | -          |  |  | -           |   |  | 51,772      |  
|May 24, 2006, shares issued for        |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|flow-through private placement         |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|at US $2.50 per share                  |  | 34,000    |  |  | 93,585     |   |  | -          |   |  | -          |  |  | -           |   |  | 93,585      |  
|Aug.-Nov. 2006, shares issued on       |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|exercise of warrants at US $2.50       |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|per share                              |  | 95,500    |  |  | 269,149    |   |  | -          |   |  | -          |  |  | -           |   |  | 269,149     |  
|Dec. 2006, shares issued for flow-     |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|through private placement              |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|at $2.30 per share                     |  | 20,000    |  |  | 46,000     |   |  | -          |   |  | -          |  |  | -           |   |  | 46,000      |  
|Stock based compensation               |  | -         |  |  | -          |   |  | -          |   |  | 2,027,384  |  |  | -           |   |  | 2,027,384   |  
|Deferred tax recovery on 54,000        |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|flow-through shares                    |  | -         |  |  | (44,667    | ) |  |            |   |  | -          |  |  | -           |   |  | (44,667     | )
|Loss for the year                      |  | -         |  |  | -          |   |  | -          |   |  | -          |  |  | (2,973,161  | ) |  | (2,973,161  | )
|Balance, December 31, 2006             |  | 7,601,524 |  |  | 12,125,964 |   |  | -          |   |  | 2,922,282  |  |  | (14,956,934 | ) |  | 91,312      |  

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

F-6

---

ENTOURAGE MINING LTD.(An
Exploration Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(DEFICIT)(Stated in Canadian Dollars)

|                                             |  |           |  |  |            |  |  |            |  |  |            |  |  | DEFICIT     |   |  |          |  
|-------------------------------------------- |  | --------- |  |  | ---------- |  |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | -------- | -
|                                             |  |           |  |  |            |  |  |            |  |  |            |  |  | ACCUMULATED |   |  |          |  
|                                             |  | NUMBER    |  |  |            |  |  | OBLIGATION |  |  | ADDITIONAL |  |  | DURING      |   |  |          |  
|                                             |  | OF        |  |  |            |  |  | TO ISSUE   |  |  | PAID-IN    |  |  | EXPLORATION |   |  |          |  
|                                             |  | SHARES    |  |  | **AMOUNT** |  |  | SHARES     |  |  | CAPITAL    |  |  | STAGE       |   |  | TOTAL    |  
|                                             |  |           |  |  | $          |  |  | $          |  |  | $          |  |  | $           |   |  | $        |  
|                                             |  |           |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|Balance, December 31, 2006,                  |  |           |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|carried forward                              |  | 7,601,524 |  |  | 12,125,964 |  |  | -          |  |  | 2,922,282  |  |  | (14,956,934 | ) |  | 91,312   |  
|March 12, 2007, shares issued
      for      |  |           |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|Property option payment
      at             |  |           |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|US$3.00
      per share deemed price         |  | 50,000    |  |  | 175,530    |  |  | -          |  |  | -          |  |  | -           |   |  | 175,530  |  
|March 27, 2007, shares issued for            |  |           |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|options
      exercise at US$1.50 per share  |  | 5,000     |  |  | 8,760      |  |  | -          |  |  | -          |  |  | -           |   |  | 8,760    |  
|March 31, 2007, shares issued for            |  |           |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|Private
      Placement at US$1.50 per share |  |           |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|net of finders fee of
      $4,537          |  | 26,667    |  |  | 41,647     |  |  | -          |  |  | -          |  |  | -           |   |  | 41,647   |  
|Stock based compensation                     |  | -         |  |  | -          |  |  | -          |  |  | 113,074    |  |  | -           |   |  | 113,074  |  
|April 3, 2007, shares issued for             |  |           |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|Options
      exercise at US$1.50 per share  |  | 5,000     |  |  | 8,507      |  |  | -          |  |  | -          |  |  | -           |   |  | 8,507    |  
|June 18, 2007, shares issued for debt        |  |           |  |  |            |  |  | -          |  |  |            |  |  |             |   |  |          |  
|at
      US$2.00 per share                   |  | 10,000    |  |  | 23,306     |  |  |            |  |  | -          |  |  | -           |   |  | 23,306   |  
|Loss for the year                            |  | -         |  |  | -          |  |  | -          |  |  | -          |  |  | (598,783    | ) |  | (598,783 | )
|Balance, December 31, 2007                   |  | 7,698,191 |  |  | 12,383,714 |  |  | -          |  |  | 3,035,356  |  |  | (15,555,717 | ) |  | (136,647 | )
|Loss for the year                            |  |           |  |  |            |  |  |            |  |  |            |  |  | (414,840    | ) |  | (414,840 | )
|Balance, December 31, 2008                   |  | 7,698,191 |  |  | 12,383,714 |  |  | -          |  |  | 3,035,356  |  |  | (15,970,557 | ) |  | (551,487 | )

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

F-7

---

ENTOURAGE MINING LTD.(An Exploration
Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS(Stated in Canadian Dollars)

|                                                           |  |                          |   |  |             |   |  |            |   |  | June 16,
      1995 |  
|---------------------------------------------------------- |  | ------------------------ | - |  | ----------- | - |  | ---------- | - |  | ------------------- | -
|                                                           |  | Years Ended December 31, |   |  | (inception) |  
|                                                           |  |                          |   |  |             |   |  |            |   |  | to                  |  
|                                                           |  |                          |   |  |             |   |  |            |   |  | December 31,        |  
|                                                           |  | 2008                     |   |  | 2007        |   |  | 2006       |   |  | 2008                |  
|                                                           |  | $                        |   |  | $           |   |  | $          |   |  | $                   |  
|CASH FLOWS FROM OPERATING ACTIVITIES                       |  |                          |   |  |             |   |  |            |   |  |                     |  
|Net loss                                                   |  | (414,840                 | ) |  | (598,783    | ) |  | (2,973,161 | ) |  | (15,970,557         | )
|Adjustments to reconcile net loss to net cash
      from   |  |                          |   |  |             |   |  |            |   |  |                     |  
|operating activities:                                      |  |                          |   |  |             |   |  |            |   |  |                     |  
|Depreciation                                               |  | 699                      |   |  | 953         |   |  | 1,303      |   |  | 5,780               |  
|Stock based compensation                                   |  | -                        |   |  | 113,074     |   |  | 2,027,384  |   |  | 2,724,858           |  
|Shares
      issued for mineral property                   |  |                          |   |  |             |   |  |            |   |  |                     |  
|acquisition                                                |  | -                        |   |  | 175,530     |   |  | 51,772     |   |  | 9,030,361           |  
|Shares
      issued for debt                               |  | -                        |   |  | 23,306      |   |  | -          |   |  | 23,306              |  
|Deferred tax recovery                                      |  | -                        |   |  | -           |   |  | (44,667    | ) |  | (67,162             | )
|Changes in non-cash operating working capital
      items: |  |                          |   |  |             |   |  |            |   |  |                     |  
|Advances and prepaid
      expenses                        |  | -                        |   |  | 26,910      |   |  | (23,910    | ) |  | (1,084              | )
|Goods
      and services & Quebec sales tax recoverable    |  | 3,853                    |   |  | 18,958      |   |  | (10,091    | ) |  | (12,631             | )
|Accounts payable                                           |  | 99,844                   |   |  | (33,535     | ) |  | (58,604    | ) |  | 139,408             |  
|Due
      to related parties                               |  | 309,099                  |   |  | 90,301      |   |  | (24,398    | ) |  | 428,752             |  
|NET CASH FLOWS USED IN OPERATING ACTIVITIES                |  | (1,345                   | ) |  | (183,286    | ) |  | (1,054,372 | ) |  | (3,395,971          | )
|                                                           |  |                          |   |  |             |   |  |            |   |  |                     |  
|CASH FLOWS USED IN INVESTING ACTIVITIES                    |  |                          |   |  |             |   |  |            |   |  |                     |  
|Equipment                                                  |  | -                        |   |  | -           |   |  | -          |   |  | (7,845              | )
|NET CASH FLOWS USED IN INVESTING ACTIVITIES                |  | -                        |   |  | -           |   |  | -          |   |  | (7,845              | )
|                                                           |  |                          |   |  |             |   |  |            |   |  |                     |  
|CASH FLOWS FROM FINANCING ACTIVITIES                       |  |                          |   |  |             |   |  |            |   |  |                     |  
|Net proceeds on
      sale of common stock                 |  | -                        |   |  | 58,914      |   |  | 701,402    |   |  | 3,404,710           |  
|NET CASH FLOWS FROM FINANCING ACTIVITIES                   |  | -                        |   |  | 58,914      |   |  | 701,402    |   |  | 3,404,710           |  
|                                                           |  |                          |   |  |             |   |  |            |   |  |                     |  
|INCREASE (DECREASE) IN CASH                                |  | (1,345                   | ) |  | (124,372    | ) |  | (352,970   | ) |  | 894                 |  
|CASH, BEGINNING OF YEAR                                    |  | 2,239                    |   |  | 126,611     |   |  | 479,581    |   |  | -                   |  
|                                                           |  |                          |   |  |             |   |  |            |   |  |                     |  
|CASH, END OF YEAR                                          |  | 894                      |   |  | 2,239       |   |  | 126,611    |   |  | 894                 |  

SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING
        AND FINANCING ACTIVITIES(Note 8)

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

F-8

---

ENTOURAGE MINING LTD. (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2008 and
2007 (Stated in Canadian Dollars)

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company was incorporated in the Province of British
      Columbia, Canada on June 16, 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company has been in the exploration stage since its
      formation and has not yet realized any revenues from its planned
      operations. It is primarily engaged in the acquisition and exploration of
      mining properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Going Concern Uncertainty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The accompanying financial statements have been prepared
      assuming the Company will continue as a going concern. This contemplates
      that assets will be realized and liabilities and commitments satisfied in
      the normal course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | As reported in the accompanying consolidated financial
      statements, the Company has incurred a net loss of $414,840 for the year
      ended December 31, 2008, and has accumulated a net loss of $15,970,557
      since its inception. The Company has no sources of revenue. The Company is
      also subject to legal proceedings the terms of which have been settled but
      have not been concluded.(Note 10) The continuance in the future of the
      Company is dependent upon its ability to finalize its legal proceedings,
      obtain additional financing as needed to pursue new business opportunities
      and ultimately upon generating profitable operations from its mineral
      property exploration and development business.. These conditions raise
      substantial doubt about the Companys ability to continue as a going
      concern. Management has plans to seek additional capital through a private
      placement of its common stock and loans from related parties to fund
      expenditures for the next year. Although there are no assurances that
      managements plans will be realized, management believes that the Company
      will be able to continue operations in the future. The financial
      statements do not include any adjustments relating to the recoverability
      and classification of recorded assets, or the amounts and classification
      of liabilities that might be necessary in the event the Company cannot
      continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States and in
      managements opinion have been properly prepared within reasonable limits
      of materiality and within the framework of the significant accounting
      policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-9

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------
|   |                                           
|   | b)                                        
|   |                                           
|   |                                           
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           

Office furniture
    20% on declining balance basisComputer equipment
    30% on declining balance basis


F-10

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-11

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------

| | i) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | The Company uses the asset and liability method of
      accounting for income taxes in accordance with Statements of Financial
      Accounting Standards No. 109, Accounting for Income Taxes. Under
      this method future income tax assets and liabilities are determined based
      on differences between the financial statement carrying values of existing
      assets and liabilities and their respective income tax bases (temporary
      differences), and losses carried forward. Future income tax assets and
      liabilities are measured using the enacted tax rates which will be in
      effect when the temporary differences are likely to reverse. The effect on
      future income tax assets and liabilities of a change in tax rates is
      included in operations in the period in which the change is enacted. The
      amount of future income tax assets recognized is limited to the amount of
      the benefit that is more likely than not to be realized.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Effective January 1, 2007, the Company has adopted FASB
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an
      Interpretation of FASB Statement No. 109 (FIN 48). This
      Interpretation clarifies the accounting for uncertainty in income taxes
      recognized in an enterprises financial statements in accordance with FASB
      No. 109, Accounting for Income Taxes. This Interpretation
      prescribes a recognition threshold and measurement attribute for the
      financial statement recognition and measurement of a tax position taken or
      expected to be taken in a tax return. This Interpretation also provides
      guidance on de-recognition, classification, interest and penalties,
      accounting in interim periods, disclosure and transition. The Company has
      determined that the adoption of FIN 48 does not have an impact on its
      results of operations or financial position.                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | j) | Stock Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | The Company has a stock option plan that is described in
      note 5(b).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Following the guidance in SFAS No. 123R (revised),
      Share-Based Payment the Company measures and records to the financial
      statements the cost of employee services received in exchange for an award
      of equity instruments based on the grant-date fair value of the award,
      recognized over the period during which an employee is required to provide
      services in exchange for such award. SFAS 123R requires estimates of
      forfeitures of unvested instruments at the grant date in determining the
      total compensation to be recognized. Stock based payments to non-employees
      are measured at the fair value of consideration received or equity
      instruments issued, whichever is more reliable and are periodically
      re-measured until counter party performance is complete.                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | The offset to the recorded stock based compensation cost
      is to additional paid-in capital. Consideration received on the exercise
      of stock options is recorded as share capital and the related additional
      paid-in capital is transferred to share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-12

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------
|   |                                           
|   | k)                                        
|   |                                           
|   |                                           
|   |                                           
|   | l)                                        
|   |                                           
|   |                                           
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           
|   |                                           
|   | n)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-13

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)
|-- | ------------------------------------------
|   |                                           
|   | n)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|3. | EQUIPMENT                                 

2008
    
    
    
    
    
    
    
    
    2007Cost
    
    
    Accumulated
    
    
    Net
    
    
    
    
    
    Accumulated
    
    
    Net Bookdepreciation
    
    
    Book
    
    
    Cost
    
    
    
    
    
    ValueValue
    
    
    
    
    
    depreciation$
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Office furniture
    
    2,812
    
    
    1,775
    
    
    1,037
    
    
    2,812
    
    
    1,516
    
    
    1,296Computer
    
    5,033
    
    
    4,006
    
    
    1,027
    
    
    5,033
    
    
    3,566
    
    
    1,467equipment7,845
    
    
    5,781
    
    
    2,064
    
    
    7,845
    
    
    5,082
    
    
    2,763


F-14

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|4. | MINERAL EXPLORATION
PROPERTIES
|-- | ------------------------------

| | a) | Doran Property (Quebec)
| | -- | -----------------------

i)           By
agreement dated March 15, 2005, the Company obtained an option to acquire a 100%
interest in certain mineral properties in south-central Quebec (the Doran
Property) in exchange for cash payments of $220,000, the issuance of 75,000
common shares and the expenditure of $1,000,000 on the Doran Property over three
years, as follows:

| | a. | $35,000 and 12,500 common shares within ten business days
      of the date of approval of the agreement (paid and issued);                                                                                                             
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | $35,000 and 12,500 common shares on or before March 15,
      2006 (paid and issued); and expending $200,000 on or before March 15, 2006
      (incurred);                                                                              
| | c. | $75,000 (paid in 2007) and 25,000 common shares on or
      before March 15, 2007 (issued in 2007); and expending $300,000 on or
      before March 15, 2007 (incurred by Abbastar Holdings Inc. (Abbastar) 
      Note 4a iii)); and
| | d. | $75,000 (paid in 2008 by Abbastar  see below) and 25,000
      common shares on or before March 15, 2008 issued in 2007); and expend an
      additional $500,000 on or before March 15, 2008 (incurred by Abbastar 
      see below).

After all the above terms have been
met, the Company has earned 100% interest of the property in the year.

ii)         The property
interest is subject to a 2.5% Net Smelter Return (NSR). The Company has the
right to purchase up to three-fifths of the NSR, or 1.5%, for $1,750,000.

iii)        On February 13,
2007 the Company entered into an option agreement (the Option) with Abbastar
Holdings Inc. (Abbastar), a TSX Venture Exchange listed company, whereby
Abbastar may earn up to a 70% interest in the Doran Property by making a one
time cash payment of $100,000 CDN (received) to the Company and spending
$5,000,000 on the Doran Property over 4 years (The Company retains the right to
purchase the NSR on the Doran Property). The terms of the Option provide that
Abbastar may earn its interest in the Doran property as follows:

20% interest by spending $500,000 on or
before February 13, 2008 (spent); 15% additional interest by expending an
additional $1,000,000 on or before February 13, 2009 (spent); 15% additional
interest by expending an additional $1,500,000 on or before February 13, 2010;
and 20% additional interest by expending an additional $2,000,000 on or
before February 13, 2011.

iv)         In
consideration for the Doran Property vendor consenting to the Option Agreement
with Abbastar, the Company issued the balance of shares (50,000) due to the
Doran Property vendor on March 12, 2007.

v)           On
March 15, 2008, after the final payment of $75,000 was made by Abbastar on
behalf of the Company, the Company became the owner of the Doran Property with
20% interest earned by Abbastar by spending $500,000 on the property. The
completion of the 2008 Fall exploration program, by Abbastar, earned Abbastar an
additional 15 % interest in the Doran property as outlined above.

F-15

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|4. | MINERAL EXPLORATION PROPERTIES
  (continued)
|-- | --------------------------------------------

| | b) | Hatchet Lake Property
(Saskatchewan)
| | -- | ------------------------------------

By agreement dated April 7, 2005, as
amended October 20, 2005, the Company obtained an option to acquire a 50% right
in a certain prospective mineral property located in the Athabaska Basin area of
Saskatchewan (the Hatchet Lake Property) in consideration for:

| | 1. | a cash payment of $220,000 on or before November 15, 2005
      (paid);                                                                                                                                      
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | making the following exploration expenditures on the
      property:                                                                                                                                         
| |    | (a)                                                                                                                                                                                                          
| |    | (b)                                                                                                                                                                                                          
| |    | (c)                                                                                                                                                                                                          
| |    | (d)                                                                                                                                                                                                          
| | 3. | Upon payment of the $220,000 cash payment and completion
      of the expenditures as noted in (ii)(a) to                                                                                                    
| |    | (c)                                                                                                                                                                                                          
| | 4. | Upon payment of the $220,000 cash payment and completion
      of all of the expenditures as noted in (ii) above, the Company will have
      exercised the option and earned a 50% interest in the Property.
| | 5. | The term of the Agreement is for 5 years at which time
      the agreement, and the option granted thereunder, shall terminate if the
      option has not been exercised.                                   

40% of the Companys interest in the
Hatchet Lake property was acquired by way of an assignment agreement among
Entourage Mining Ltd., United Uranium Corp. (formerly United Carina Resources
Corp.) and CMKM Diamonds Inc. (CMKM). As consideration for the assignment
agreement, the Company agreed to issue 1,500,000 of its post-reverse split
common shares (issued January 3, 2006) to the shareholders of CMKM. The
1,500,000 shares have been recorded as mineral property expenditures and an
obligation to issue shares totaling $2,650,500 in the year ended December 31,
2005.

The 1,500,000 shares paid as
consideration for the Hatchet Lake property were not distributed to the CMKM
shareholders as per the assignment agreements. On August 28, 2007, the Company
filed, in the Supreme Court of British Columbia, a Writ of Summons and Statement
of Claim against CMKM seeking to have the court set aside the assignment
agreement between the Company and the Defendants (collectively, the Contracts)
and requesting that the defendants return the 1,500,000 shares (the Shares)
paid to CMKM for the Hatchet Lake property for failure to properly operate the
property and for failure to comply with the Companys various requests to have
all previous claim materials sent to the Company. (Note 10)

In September 2007, the Company
abandoned the property. The Company has no liabilities incurred by abandoning
the Hatchet Lake Properties and no further payments are required.

F-16

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|4. | MINERAL PROPERTY INTERESTS(continued)
|-- | -------------------------------------

| | c) | The Smeaton/Forte a la Corne Property
    (Saskatchewan)
| | -- | --------------------------------------------------------

By agreement dated October 20, 2005,
as amended November 16, 2005, the Company entered into an option agreement with
101047025 Saskatchewan Ltd. (a private company) (1010 or the Operator) to
acquire an undivided 80% mineral rights interest in and to the Smeaton/Forte a
la Corne diamond property in Saskatchewan.

Under the terms of this agreement the
Company issued post-reverse split 3,388,889 common shares in its capital stock
(the Smeaton/Fort a la Corne Shares) on January 3, 2006 of which 3,000,000
common were issued to CMKM and 388,889 shares were issued to 1010. The 3,388,889
shares were recorded as mineral property expenditures and an obligation to issue
shares totaling $5,988,167 in the year ended December 31, 2005.

The Smeaton/Forte a la Corne diamond
property was the subject of an agreement between 1010 and CMKM dated August 1,
2003.

In consideration of this option
agreement, the Company has agreed to spend $2,500,000 on the Smeaton/Forte a la
Corne properties over five years. There is no timetable or minimum requirements
for these expenditures and the Company may, at its election, decide to pay the
$2,500,000 in cash or in common shares of the Company to 1010. During 2006 the
Company advanced $79,172 to 1010 (2005 - $121,458) as payment towards the
maintenance of the claims under option.

In 2005 and early 2006, the Company
advised 1010, the Operator of the Property, that it would not participate in any
exploration by 1010 unless the exploration was conducted in accordance with
National Instrument 43-101 standards and best mining practices. 1010
nevertheless proceeded to perform work on the property and, on March 26, 2006,
sent invoices to the Company totaling $280,000.

The Company believes that it is not
liable, under the terms of the Agreement or in any other way, for these invoices
and has so advised 1010. Accordingly no accrual has been made for this
contingent liability. To date, no collection or other proceedings have been
commenced by 1010.

The agreement stated that the
3,000,000 shares were to be distributed to the CMKM shareholders and 1010 was to
operate the Smeaton exploration in a workmanlike fashion. CMKM failed to
distribute the 3,000,000 shares and the Company maintains that 1010 failed to
operate the property in a workmanlike fashion and failed to comply with the
Companys various requests to have all previous claim materials sent to the
Company. On August 28, 2007, the Company filed a Writ of Summons and Statement
of Claim against 1010 and CMKM in the Supreme Court of British Columbia seeking
to have the Court set aside the Option agreement between the Company and the
Defendants and requesting the return of the 3,000,000 shares paid to CMKM and
the 388,889 shares paid to 1010 for the Smeaton property. (Note 10).

In October 2008, the parties began
negotiations for terms of settlement which the parties have reached a verbal
agreement. See Note 10.

F-17

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|5. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Effective March 6, 2009 the Companys completed a
      reversed split of its shares of common shares at a ratio of one new share
      for every ten old shares held. The capitalization of 100,000,000 common
      shares with no par value remains the same after the reverse stock split.
      All previous references to shares of common stock and weighted average
      common shares outstanding have been restated to give affect to the 1:10
      reverse stock split unless otherwise stated.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-18

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ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|5. | CAPITAL STOCK(continued)                          
|-- | --------------------------------------------------
|   |                                                   
|   | Activity under the SOP is summarized as
  follows:

| |                                                 |  |             |  |  | Weighted         |  |  |          | 
| | ----------------------------------------------- |  | ----------- |  |  | ---------------- |  |  | -------- | 
| |                                                 |  |             |  |  | Average Exercise |  |  | Weighted | 
| |                                                 |  | Options     |  |  | Price (U.S. $)   |  |  | Average  | 
| |                                                 |  | Outstanding |  |  |                  |  |  | Life     | 
| | Balance, December 31, 2008, 2007 and
      2006 |  | 639,000     |  |  | 2.25             |  |  | 0.09     | 

The following table summarizes
information concerning outstanding and exercisable common stock options under
the SOP at December 31, 2008:

Remaining
    Weighted
    Number of
    WeightedRange of
    
    Contractual
    Average
    Options
    AverageExercise
    Options
    Life
    Exercise
    Currently
    Exercise PricePrices
    Outstanding
    (in years)
    Price
    ExercisableU.S. $1.50 -U.S. $2.50
    639,000
    0.09
    U.S. $.2.25
    639,000
    U.S. $2.25


| |    | All the options expired on February 2, 2009.                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | c) | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | On November 12, 2007, the Company extended the expiry
      date of 533,333 warrants from November 17, 2007 to November 17, 2008. The
      fair value of the extension was determined to be $11,300 was estimated
      using the Black-Scholes option pricing model with the following
      assumptions: (1) dividend yield of 0%, (2) expected volatility of 50%, (3)
      risk free interest rate of 4.14% and, (4) expected life of 1
  year.

| |                            |  |             |   |  | Weighted       |  |  |          | 
| | -------------------------- |  | ----------- | - |  | -------------- |  |  | -------- | 
| |                            |  |             |   |  | Average        |  |  | Weighted | 
| |                            |  | Warrants    |   |  | Exercise Price |  |  | Average  | 
| |                            |  | Outstanding |   |  | ($
      U.S.) |  |  | Life     | 
| | Balance, December 31, 2007 |  | 573.667     |   |  | 2.53           |  |  | 0.85     | 
| | Expired                    |  | (573,667    | ) |  | -              |  |  | -        | 
| | Balance December 31, 2008  |  | Nil         |   |  | -              |  |  | -        | 

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                             
|   | Amounts payable to related parties as of December 31,
      2008 of $428,752 (2007 - $119,653) is owing to directors and to a company
      controlled by an officer for management fees, consulting fees and for
      expenses paid on behalf of the Company. The amounts are non-interest
      bearing, unsecured, and have no fixed terms of repayment.
|   |                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended December 31, 2008 the Company
      incurred $300,000 (2007 - $195,000 and 2006 - $100,500) in management fees
      to its directors and officers. (Refer to Note 9.)                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                             
|   | The above transactions have been recorded at exchange
      amount which is the amount of consideration established and agreed to by
      the related parties.                                                                                                                                                                                             

F-19

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ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|7. | INCOME TAXES
|-- | ------------

The actual income tax provisions differ
from the expected amounts calculated by applying the Canadian combined federal
and provincial corporate income tax rates to the Companys loss before income
taxes. The components of these differences are as follows:

| |                                               |   | 2008     |   |   | 2007     |   |   | 2006       |  
| | --------------------------------------------- | - | -------- | - | - | -------- | - | - | ---------- | -
| |                                               |   |          |   |   |          |   |   |            |  
| | Loss before income tax                        | $ | (414,840 | ) | $ | (598,783 | ) | $ | (3,017,828 | )
| | Combined statutory rate                       |   | 31%      |   |   | 34.1%    |   |   | 34.1%      |  
| | Expected income tax recovery                  | $ | (129,000 | ) | $ | (204,000 | ) |   | (1,029,667 | )
| |                                               |   |          |   |   |          |   |   |            |  
| | Increase (decrease) resulting from:           |   |          |   |   |          |   |   |            |  
| | Change in
      valuation allowance and other |   | (31,000  | ) |   | 167,000  |   |   | 241,000    |  
| | Expiring loss carryforwards                   |   | 18,000   |   |   | -        |   |   |            |  
| | Impact of
      tax rate changes              |   | 142,000  |   |   | -        |   |   |            |  
| | Renounced exploration expenditures            |   | -        |   |   | -        |   |   | 45,000     |  
| | Permanent
      differences                   |   | -        |   |   | 37,000   |   |   | 699,000    |  
| |                                               |   |          |   |   |          |   |   |            |  
| | Future income tax provision (recovery)        | $ | -        |   | $ | -        |   |   | (44,667    | )

The Companys tax-effected deferred
income tax assets and liabilities are estimated as follows:

| |                                                               |  | 2008       |   |  | 2007       |  
| | ------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                                               |  | $          |   |  | $          |  
| | Mineral properties tax base in excess of
      carrying value |  | 2,785,000  |   |  | 2,897,000  |  
| | Non-capital losses available                                  |  | 469,000    |   |  | 368,000    |  
| | Other                                                         |  | 8,000      |   |  | 18,000     |  
| | Potential deferred income tax assets                          |  | 3,262,000  |   |  | 3,283,000  |  
| | Less: valuation allowance                                     |  | (3,262,000 | ) |  | (3,283,000 | )
| | Net Deferred Income Tax Asset                                 |  | -          |   |  | -          |  

As the criteria for recognizing
deferred income tax assets have not been met due to the uncertainty of
realization, a valuation allowance of 100% has been recorded for the current and
prior year.

The Company has approximately
$1,801,000 (2007 - $1,348,000) of non-capital losses which can be applied to
reduce future taxable income, expiring as follows:

Year of Expiry
    
    Amount$2009
    
    59,0002010
    
    73,0002014
    
    212,0002015
    
    211,0002026
    
    336,0002027
    
    429,0002028
    
    481,0001,801,000


The Company has certain resource
related deductions and other losses of approximately $10,712,000 (2007 -
$10,771,000) which may be available to be offset against future taxable income
in Canada. The realization of these tax benefits in future years will be
recorded as an adjustment to the corporate tax provision in the year realized.

F-20

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|7. | INCOME TAXES(continued)
|-- | -----------------------

|   | As a result of the implementation of FIN 48, the Company
      performed a comprehensive review of its portfolio of uncertain tax
      positions in accordance with recognition standards established by FIN 48.
      In this regard, an uncertain tax position represents the Companys
      expected treatment of a tax position taken in a filed tax return or
      planned to be taken in a future tax return, that has not been reflected in
      measuring income tax expense for financial reporting purposes. As a result
      of this review, the Company did not have any uncertain tax positions that
      would require additional liabilities or which such classification would be
      required. The amount of unrecognized tax positions did not change and
      management does not believe there will be any material changes in its
      unrecognized tax positions over the next twelve months.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. | SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH
      INVESTING AND FINANCING ACTIVITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| |                                |   | Year ended
      December | 
| | ------------------------------ | - | ------------------------- | 
| |                                |   | 2008                      | 
| | Cash paid during the year for: |   |                           | 
| | Interest                       | $ | 529                       | 
| | Income
      taxes             | $ | -                         | 

|    | During the year ended December 31, 2007, the Company
      issued 10,000 shares to satisfy a debt of $23,306.                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | During the year ended December 31, 2007, the Company
      issued 50,000 shares at a value of $175,530 under the option agreement to
      acquire interest in 44 mineral claims known as Doran, Quebec Property
      situated in southeast Quebec.                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9.  | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On July 3, 2007, the Company entered into new consulting
      agreements with (a) two of its directors and the CFO for $5,000 a month
      each and (b) for $2,500 a month with one of its directors. Also on July 3,
      2007, the existing consulting agreement for the President was increased to
      $7,500 a month and the existing consulting agreement for corporate
      communications was increased to $5,000 a month. All of these agreements
      were cancelled effective December 31, 2008.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10. | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | On August 27, 2007, in the Supreme Court of British
      Columbia, the Company filed a Writ of Summons and Statement of Claim
      against CMKM and 1010 seeking to have the Court put aside the Mineral
      Property Option and Assignment Agreements (the Agreements) among the
      parties dated October 20, 2005 for the Hatchet and Smeaton
    properties.                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | As consideration for the Agreements the Company had
      issued 4,888,889 post-reverse split shares of common stock (the
      Consideration Shares) of the Companys capital to acquire a 50% interest
      in certain mineral claims prospective for uranium (Hatchet Lake) and an
      80% interest in certain mineral claims prospective for diamonds (Smeaton
      Property) all located in the Province of Saskatchewan.                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Of the 4,888,889 Consideration shares, 1,500,000 shares
      were paid for the Hatchet Lake property and 3,388,889 shares were paid for
      the Smeaton property. Furthermore 388,889 shares of the Smeaton
      Consideration Shares were paid to the property vendor, 1010 and the
      remaining 4,500,000 shares were paid to CMKM with the proviso that these
      shares were to be distributed to the CMKM
shareholders.                                                                            

F-21

---

ENTOURAGE MINING LTD. 
  (An Exploration Stage Company)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  DECEMBER 31, 2008 and 2007 
  (Stated in Canadian Dollars)

|10. | CONTINGENCIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In seeking to have the Agreements set aside, the Company
      claims that CMKM has breached the terms of the Agreements by not
      distributing the 4,500,000 shares to the CMKM shareholders as required by
      the Agreements; as well, the Company contends that 1010 is in breach by
      not completing work on the Smeaton property in a workmanlike fashion by
      providing preliminary budget submissions, daily drill records and general
      field information as is the industry standard. As well, the Company
      contends that 1010 failed to provide documentation requested by the
      Company to have a NI 43-101 compliant report completed on the Smeaton
      property.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In 2005 and early 2006, the Company advised 1010, the
      Operator of the Property, that it would not participate in any exploration
      by 1010 unless the exploration was conducted in accordance with NI 43-101
      standards and mining best practices. 1010 nevertheless proceeded to
      perform work on the property and, on March 26, 2006, sent invoices to the
      Company totaling $280,000 which the Company has disputed.                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | In October 2008, the parties entered into a proposed
      settlement which was subsequently agreed to verbally by all parties.
      However, the parties have agreed to keep the details confidential until
      the fulfillment of certain conditions. The Company has not recorded any
      provision for loss or gain in connection with the above settlement
      agreement until the agreement is concluded.                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11. | GOVERNMENT GRANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company is entitled to apply for certain refundable
      tax credits, of between 12% and 35%, in respect of qualifying mining
      exploration expenses incurred in the Province of Quebec, Canada. This tax
      credit recovery has been applied against the exploration costs incurred.
      In 2008 the Company received a total of $49,236 in refundable taxes and
      mining duties (2007  $150,723 and 2006 - $57,745) applied for in tax
      returns for December 31, 2007 and December 31, 2006. The Company did not
      expend any money on exploration in Quebec in 2008.                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-22

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ITEM
18.           FINANCIAL
STATEMENTS

Not applicable. Financial statements are provided under Item
17.

ITEM
19.           EXHIBITS

Exhibit No.
      Exhibit1.1
      Memorandum and Articles of Incorporation and Amendments
          thereto (1)4.1
      Agreement dated March 17, 2003, between the Company and
          the YK Group (1)4.2
      Agreement dated June 1, 2004
          between the Company and Goodsprings Development Corp. whereby the Company
          can acquire up to a 100% interest in and to the Black Warrior Project
          (2)4.3
      Agreement dated March 15,
          2005 between Fayz Yacoub and the Company whereby the Company can acquire
          a 100% interest in the Doran Uranium Property (2)4.4
      Agreement dated April 7, 2005
          between Star Uranium Corp. (formerly known as United Carina Resources
          Corp.) and the Company whereby the Company can acquire a 20% right in
          the Hatchet Lake Property (2)4.5
      Agreement dated April 21,
          2005 between the Company and Star Uranium Corp. (formerly known as United
          Carina Resources Corp.) whereby Star may acquire up to a 10% interest
          in the Companys Black Warrior Project (2)4.6
      Agreement dated April 21,
          2005 between the Company and CMKM Diamonds, Inc. whereby CMKM may acquire
          up to a 10% interest in the Companys Black Warrior Project (2)4.7
      Agreement between the Company
          and Star Uranium dated October 21, 2005 whereby the Company may acquire
          a 50% interest in the Hatchet Lake (3)4.8
      Assignment Agreement between
          the Company and CMKM Diamonds Inc. whereby the Company may acquire any
          and all interest of CMKM Diamonds Inc.s interest in the Hatchet
          Lake Property (3)4.9
      Agreement between the Company
          and 101047025 Saskatchewan Ltd. whereby the Company may acquire an 80%
          interest in the Smeaton Property (4)4.10
      Agreement between the Company
          and Goodsprings Development Corp. whereby Goodsprings extended the terms
          of the Companys June 1, 2006 property payment as four quarterly
          payments (5)4.11
      Entourage-101047025 Saskatchewan Ltd. claim file for the
          Smeaton Property (5)4.12
      Smeaton Property location map with legend (5)4.13
      Hatchet Lake Property map with legend (5)4.14
      Revised Smeaton claim file (6)4.15
      Entourage-Abbastar Uranium Option Agreement Dated February
          13, 2007 (7)11.1
      Entourage Mining Company Ethics Policy (7)12.1
      Certification of Principal Executive
          Officer12.2
      Certification of Principal Financial
          Officer13.1
      Certification pursuant to 18
          U.S.C. Section 1350


|(1) | Incorporated by reference from our Registration Statement
      on Form 20-F filed with the SEC on June 6, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference from our 20-F filed with the
      SEC on July 1, 2005.                               
|(3) | Incorporated by reference from the Companys 6-K filed
      with the SEC on November 23, 2005.                 
|(4) | Incorporated by reference from the Companys 6-K filed
      with the SEC on November 25, 2005.                 
|(5) | Incorporated by reference from our Annual Report on Form
      20-F filed with the SEC on July 3, 2006.         
|(6) | Incorporated by reference from our Annual Report on Form
      20-F filed with the SEC on June 29, 2007.        
|(7) | Incorporated by reference from our Annual Report on Form
      20-F filed with the SEC on June 30, 2008.        

60

---

SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.

ENTOURAGE MINING LTD.

Dated: June 11, 2009

Gregory F. KennedyGregory F.
Kennedy President, Director

61

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