---

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, 2007

OR

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

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)

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)

---

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:76,981,894 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 By the International Accounting
      Standards Board [   ] | Other [   ]
|------------- | ----------------------------------------------------------------------------------------------------------------------- | -----------

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

2

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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                                                     | 9 
|Item
      5.   | Operating
      and Financial Review and Prospects                                   | 19
|Item
      6.   | Directors,
      Senior Management and Employees                                     | 21
|Item
      7.   | Major
      Shareholders and Related Party Transactions                              | 24
|Item
      8.   | Financial
      Information                                                          | 26
|Item
      9.   | The
      Offer and Listing                                                          | 27
|Item
      10.  | Additional
      Information                                                         | 28
|Item
      11.  | Quantitative
      and Qualitative Disclosures about Market Risk                     | 32
|Item
      12.  | Description
      of Securities other than Equity Securities                         | 32
|                |                                                                                      |   
|                | Part
      II                                                                        | 32
|                |                                                                                      |   
|Item
      13.  | Defaults,
      Dividend Arrearages and Delinquencies                                | 32
|Item
      14.  | Material
      Modifications to the Rights of Securities Holders and Use of Proceeds | 32
|Item
      15.  | Controls
      and Procedures                                                        | 32
|Item
      16A. | Audit
      Committee Financial Expert                                               | 34
|Item
      16B. | Code
      of Ethics                                                                 | 34
|Item
      16C. | Principal
      Accountant Fees and Services                                         | 34
|Item
      16E. | Purchases
      of Equity Securities by the Issuer and Affiliated Purchasers         | 35
|                |                                                                                      |   
|                | Part
      III                                                                       | 35
|                |                                                                                      |   
|Item
      17.  | Financial
      Statements                                                           | 35
|Item
      18.  | Financial
      Statements                                                           | 61
|Item
      19.  | Exhibits                                                                             | 31

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 with accounting
principles generally accepted in Canada. All amounts are expressed in Canadian
dollars.

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

Year Ended 12/31/07
    Year Ended 12/31/06
    Year Ended 12/31/05
    Year Ended 12/31/04
    Year Ended 12/31/03Revenue
    Nil
    Nil
    Nil
    Nil
    NilNet
      Income (Loss)
    (598,783)
    (2,973,161)
    (10,068,841)
    (956,446)
    (319,515)Earnings(Loss) Per Share
    (0.01)
    (0.04)
    (0.57)
    (0.06)
    (0.04)Dividends Per Share
    Nil
    Nil
    Nil
    Nil
    NilWtd.Avg.No.Shares
    76,751,437
    74,380,281
    17,647,542
    15,542,822
    9,127,950Working Capital
    (139,410)
    87,596
    323,563
    138,483
    (230,498)Mineral Properties
    Nil
    Nil
    Nil
    Nil
    NilLong Term Debt
    Nil
    Nil
    Nil
    Nil
    NilShareholders Equity (Deficit)
    (136,647)
    91,312
    328,583
    145,292
    (421,314)Total Assets
    22,570
    193,763
    514,036
    466,727
    106,702


4

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

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 23, 2008, the exchange rate in
effect for Canadian dollars exchanged for United States dollars (the US dollars
that a Canadian dollar buys) was $0.9840. 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, 2007 to May
31, 2008, 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, 2007
    $0.9913Year ended Dec. 31, 2006
    $0.8789Year ended Dec 31, 2005
    $0.8818Year ended Dec 31, 2004
    $0.8254Year ended Dec 31, 2003
    $0.7936


Monthly Period
    Low - HighMonth ended Dec 31, 2007
    $0.9756 -$1.0250Month ended Jan 31, 2008
    $0.9644 -$1.0151Month ended Feb 29, 2008
    $0.9805 -$1.0298.Month ended Mar 31, 2008
    $0.9805 -$1.0241.Month ended Apr 30, 2008
    $0.9713 -$1.0241.Month ended May 31, 2008
    $0.9761 -$1.0179.


The above information was obtained from the Bank of Canada and
we believe closely approximate the rates certified for customs purposes by the
Federal Reserve Bank in New York.

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, 2007, we have incurred losses
totaling $15,555,717. 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.

5

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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.

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, 2007, we had cash on hand of $2,239 and a working
capital deficiency of $139,410. As of this report the Company has cash on hand
of approximately $4,200 and a working capital deficiency of $390,000 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.

6

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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.

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 NASD OTC Bulletin Board, 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.

7

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****     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.

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

****     We
have one subsidiary company, Entourage USA Inc., located at 711 S. Carson
Street, Suite 4, Carson City, NV 89701. At present this subsidiary is inactive.

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

Year Ended 12/31/07
    Year Ended 12/31/06
    Year Ended 12/31/05
    Year Ended 12/31/04
    Year Ended 12/31/03Revenue
    Nil
    Nil
    Nil
    Nil
    NilNet
      Income (Loss)
    (598,783)
    (2,973,161)
    (10,068,841)
    (956,446)
    (319,515)Earnings(Loss) Per Share
    (0.01)
    (0.04)
    (0.57)
    (0.06)
    (0.04)Dividends Per Share
    Nil
    Nil
    Nil
    Nil
    NilWtd.Avg.No.Shares
    76,751,437
    74,380,281
    17,647,542
    15,542,822
    9,127,950Working Capital (Deficiency)
    (139,410)
    87,596
    323,563
    138,483
    (230,498)Mineral Properties
    Nil
    Nil
    Nil
    Nil
    NilLong Term Debt
    Nil
    Nil
    Nil
    Nil
    NilShareholders Equity (Deficit)
    (136,647 )
    91,312
    328,583
    145,292
    (230,498)Total Assets
    22,570
    193,763
    514,036
    466,727
    106,702


****   
The subsidiary company will seek mineral prospects in the United States.

****   
We are engaged in the business of acquiring and exploring resource properties.

****    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.

We are a natural resource company engaged in the acquisition
and exploration of natural resource properties. We commenced operations in 1996
and currently has one mineral property option agreement:

- to acquire an 80% interest in 20 prospective diamond exploration claims
      situated in the Forte a la Corne/Smeaton area of central Saskatchewan; and
      an unencumbered 80%interest:
- in 47 claim uranium prospective claim blocks in Costebelle Township known
      as the Doran property;

8

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

Hatchet Lake Properties (Abandoned)

By agreement dated April 7, 2005 as amended October 20, 2005,
the Company 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 October 20, 2005 assignment agreement among
Entourage Mining Ltd., United Uranium Corp. (formerly United Carina Resources
Corp.) and CMKM Diamonds Inc. (CMKM), a now defunct OTCBB Pink Sheet issuer.

As a result of this assignment agreement, and the subsequent
New Hatchet Lake Option Agreement, also dated October 20, 2005, the Company
had acquired a right to earn a 50% interest in the Hatchet Lake property.

As consideration for the assignment agreement, the Company
agreed to issue 15,000,000 of its common shares (issued January 3, 2006) to the
CMKM shareholders. The 15,000,000 shares were to be distributed to the CMKM
shareholders, but these shares have not been distributed at the time of this
report and there is no indication when or if this distribution may occur.

On June 30th, 2007, United Uranium Corp. extended a
July 1, 2007 $300,000 payment deadline, to be paid by the Company, until
September 15, 2007. No summer or fall 2007 work program was proposed by United
Uranium Corp. so the Company decided that the scant uranium values of two
previous abbreviated drill programs (7 1⁄2 drill holes over two years) did not
warrant the $300,000 payment and the Company abandoned the Hatchet Lake Uranium
prospect.

As well (see note 10 of the attached financial statements),
since CMKM failed to distribute the 45,000, (15,000,000 for Hatchet property and
30,000,000 for Smeaton property) shares and because 101047025 Saskatchewan Ltd.
(1010), in the opinion of the Company, failed to operate the Smeaton property
in an operator like fashion and failed to comply with the Companys various
requests to have all previous claim materials sent to the Company, on August 27,
2007, the Company filed, in the Supreme Court of British Columbia, a Writ of
Summons and Statement of Claim against 1010and CMKM seeking to have the court
set aside the October 20, 2005 Mineral Property Option and Assignment Agreements
for Hatchet and Smeaton property between the Company and the Defendants
(collectively, the Contracts) and requesting that the defendants return the
45,000,000 shares (the Shares) paid to CMKM and the 3,888,888 shares paid to
1010 to consummate these agreements. This matter has yet to be resolved in the
Courts.

The Black Warrior Project (Abandoned)

In June 2004, we announced that we signed a definitive
agreement with Goodsprings Development Corp. (Goodsprings), a Nevada based
corporation, whereby we may earn a 100% interest in the GBW project in Esmeralda
County, Nevada commonly known as the Black Warrior Project in the Companys
other disclosure documents. The agreement between Goodsprings and Entourage is a
sub-lease agreement to the original property agreement between Goodsprings and
Apex Deep Mines, also a Nevada based company.

All payment required under the Entourage-Goodsprings Agreement
were paid in a timely manner. The Company drilled 11 holes on the Black Warrior
project. The initial 9 holes did not find anomalous gold or silver showings
however the final two holes intersected 30 feet of slightly anomalous gold
values ranging up to .435 g/t. There was $76,670.59 exploration work done on the
Black Warrior Project in this year but in November 2006 the Company informed
Goodsprings that the Company was relinquishing its interest in the Black Warrior
project.

The Company advanced Goodsprings $7,500 to reclaim the property
and to remediate it to its natural state. Some time in 2007, after the
remediated areas pass the scrutiny of the Bureau of Land Management (the BLM)
the Company will be reimbursed a portion of the $11,400 reclamation bond posted
by the Company in May 2005. As well, the Company has been informed by
Goodsprings that less than $7,500 was required to remediate the property but
both parties agreed that any residual would remain with Goodsprings until the
BLM refunded the reclamation bond. The BLM reported to the Company in May 2007
that the Company was eligible to receive 60% of its remediation deposit by
making application and the Company has done so. During 2007, 60% of the
Companys BLM deposit was received and the remaining 40% will be held back until
sometime in 2009.

Smeaton/Forte a la Corne Property

9

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On October 20, 2005, the Company announced a series of property
option (earn-in interest) agreements (the Saskatchewan Property transactions)
with CMKM, United Carina Resources Corp. and 1010 (a private company), whereby
the Company assumed the earn-in rights to properties optioned to CMKM. CMKM was
about to default on its option agreements and the Company 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. The
Companys geologist, James Turner, P. Geo., reviewed the results of the survey
and reported to the 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 prior consent of the
Company, 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 the Company 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, the Company 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 the Companys drilling of January 2006. The Company has 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. The Company considers these claims as
non-operational until such a report can be completed. Furthermore 1010 has never
consulted the Company before commencing drilling on the Smeaton properties and
no budgets or plans were discussed before exploration work was carried out.

In early 2006, the Company advised 1010, which acts as the
Operator of the property, that it 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 the Company totaling approximately $280,122.53.

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,
most recently in its letter to 1010 dated April 27, 2007. To date, no
collections or other proceedings have been commenced by 1010.

There is, however, the risk that 1010 might commence
collections or other proceedings. In that event, while the Company would
vigorously defend its position that it is not liable in any way for funds
claimed pursuant to the invoices, there is the risk that a proceeding by 1010
could be successful. The Company cannot assess the probability of that risk and
accordingly, the likelihood of loss, if any, is presently not determinable.

The Company issued 33,888,888 shares of the Company stock as
consideration for the purchase of the Smeaton claims. 30,000,000 (thirty
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.

Since CMKM failed to distribute the 45,000,000 (15,000,000 for
Hatchet property and 30,000,000 for Smeaton property) consideration shares and
because 1010, in the opinion of the Company, failed to operate the property in
an operator like fashion and failed to comply with the Companys various
requests to have all previous claim materials

10

---

sent to the Company, on August 27, 2007, the Company filed, in
the Supreme Court of British Columbia, a Writ of Summons and Statement of Claim
against 1010 and CMKM seeking to have the court set aside the October 25, 2005
Mineral Property Option and Assignment Agreements between the Company and the
Defendants (collectively, the Contracts) and requesting that the defendants
return the 45,000,000 shares (the Shares) paid to CMKM and the 3,888,888
shares paid to 1010 to consummate these agreements. This matter has yet to be
resolved in the Courts, (see note 10 of the attached financial statements).

The Doran Uranium Property

In March of 2005, the Company entered into an option agreement
with Fayz Yacoub, a professional geologist and businessman from Vancouver,
whereby the Company 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.

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.

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..

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).

Entourage 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.

The Company 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 09, 2006) as well as the
Company 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, the Company 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. The Companys option agreement on the Doran
property requires that the Company expend $300,000 in year two of the
agreement.

The Company 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 the Company $57,745 as part of the Provinces
mining exploration incentive program. This rebate was based upon the Companys
2005 drilling exploration expenses.

In early February 2007 the Company 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.

11

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On February 13, 2007, the Company 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 the Company a one time $100,000 CDN
payment (paid) and expending $5,000,000 (five million) over four years. The TSX
Venture Exchange approved this transaction on May 30, 2007.

On May 11, 2007, the 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 the Companys Phase II drilling campaign were
reported August 23, 2007. Here is a sample of these results:

- 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 the Company 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.

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 behaviour 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. 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 the Company 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 and five new uraniferous pegmatite zones were n
discovered during the Fall 2007 drill program.

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

At the time of this report, the Company has not received, from
Abbastar Uranium, the 2008 fall work schedule for the Doran property.

Competition

12

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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 most recent price for U3O8 is $59US/lb.

The market for diamonds, which the Companys 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

The Company is subject to the various environmental and
business regulations of the jurisdictions in which it conducts mineral
exploration.

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

It is possible that the Company 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 the Company is presently operating
are, in the Companys view, known as jurisdictions which are friendly to mining
activity and the Company believes that it 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.

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

13

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Not applicable

4.D Property, plant and equipment

Disclosure required of an extractive enterprise is contained in
part in Item 4, Part B above. As the Companys 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.

The Hatchet Lake Uranium Properties (Abandoned)

The Company advanced $320,000CDN to United Uranium Ltd.
(formerly United Carina Resources) in option and work commitments. The Company
requested and received an extension until July 1st, 2006 of an
additional $300,000 payment to United Carina that was due on February
1st, 2006 and a further extension to September 15, 2007 was granted
by the United Uranium Corp. (formerly United Carina). However, because uranium
values encountered in the 2006 and 2007 drilling campaigns were negligible the
Company decided to drop the Hatchet Lake properties and the Company did not
advance the outstanding $300,000 payable on September 15, 2007 and the project
was abandoned.

Black Warrior Project (Abandoned)

In November 2006, with slight anomalous gold showings from an
11-hole drill program, the Company decided to abandon the Black Warrior project.
The was no exploration completed in 2006 in advance of the Companys decision to
abandon the Black Warrior project

Smeaton Property: Location and Accessibility

The Smeaton/Forte a la Corne properties were acquired by way of
an option agreement between the Company and 101047025 Saskatchewan Ltd.. The
original claim blocks consisted of 1087 claims encompassing approximately 1.5
million acres situated in the Smeaton, Forte a la Corne, Candle Lake areas of
central Saskatchewan. At the present time, the Company holds approximately 22 of
these claims and after repeated requests to have all previous work records of
the claims forwarded to the Company, the Company decided to initiate legal
proceeding to have the consideration for the claims returned to the Company in
exchange for the Company returning the claims to 1010.

There has been no work completed on the claims since the spring
of 2006 and no additional monies will be expended on the property until a
National Instrument 43-101 compliance of the claims is completed. (See note 10
of the attached financial statements).

There are 16 claims blocks remaining in the Smeaton property
and presently the Company is involved in litigation with the vendor as it is the
opinion of the Company that CMKM Diamonds Inc. and 101047025 Saskatchewan are in
breach of the October 20, 2005 Mineral Option Agreements. These matters are
still before the Supreme Court of British Columbia.

The Doran Uranium Property

The Doran Uranium Property consists of 47 contiguous mineral
claims (polygons) covering approximately 2473.3 hectares in the Baie Johan Beetz
area. The claim block is centered at GPS 548009 E and 5572265 N. The property is
located in the southeastern part of Quebec, along the north shore of the Gulf of
St. Lawrence, and about 20 kilometers west of Aguanish, approximately 95
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.

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 Pashashibou 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 feet with elevation ranging from sea level
to 100 feet. All mineralized areas of interest are located comfortably above sea
and river levels. Any heavy equipment could very easily be driven from the road
to any of the mineralized zones.

14

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In August 2005 the Company completed a line cutting, trenching
and geophysical survey of the property. Although only 25% of the property was
surveyed, several drill targets were identified and the Company commenced
drilling these targets in the early spring of 2006. Furthermore, the Company
contracted the services of Eric Ostensoe, P. Geo, and a qualified person as that
term is defined in NI 43-101, to prepare a NI 43-101 compliant technical report
on the property. The report was completed before the 2006 drilling and
groundwork began.

The initial results of work in the field indicated high
''counts per second`` scintillometer readings, indicative of concentrations of
radioactive mineralization. The areas of interest have large surface dimensions
and, if they can be shown to have vertical persistence, may have important
volumes of potentially mineable materials and thus have the potential, with
further work, to become high tonnage deposits with economically attractive
amounts of uranium.

The 2006 exploration activity on the Doran property began in
the middle of May 2006. We advanced to the project operator, On Track
Explorations Inc., $250,000 to commence drilling on the Main and to continue
line cutting and trench sampling of the northeast portion of the property and
the North zone.

On Track Explorations reported to the Company on June 6, 2006,
that 16 drill holes on the M zone were complete and that drill core samples
had been shipped to a qualified assay laboratory in Vancouver. Drill results
confirmed sub-surface uranium mineralisation in 14 of 16 holes drilled as well
as one drill hole graded .4lb/ton U3O8 over 13 meters in the Hot Spot located
in the north sector of the Main Zone.

Rock saw channel samples taken in the summer of 2006 revealed
elevated readings of uranium from similar samples previously taken from the Main
Zone. In conjunction with an airborne magnetic survey of the property and high
radioactive levels, it was decided to concentrate on the north sector of the
property in the 2007 exploration campaign.

Current State of Exploration

Doran 2007 Drilling

On May 11, 2007, Entourage and Abbastar Holdings announced that
Phase One of the second drill program had begun 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 the Companys Phase II drilling campaign were reported August 23,
2007. Here is a sample of these results:

- 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 the Company 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) and the North East grid have both been successfully drilled in
confirming the presence of a series of sub-parallel uranium bearing
pegmatites.

15

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The fall 2007 drilling campaign was completed in early
November. This campaign was designed to further delineate the Doran Showing
where the Company 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.

The fall 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.

Five new uraniferous pegmatite zones were discovered during the
fall 2007 drill program. The combined 31 drill holes cover an area of
approximately 275 metres long and 200 metres wide.

In total over 6000 meters have been completed on the Doran
property by the Company and Abbastar and the companies are encouraged that the
goal of delineating a Rossing type (Namibia) uranium deposit may be realized.
More drilling on the L will be completed in the spring of 2008.

The Company is satisfied that Abbastar has expended sufficient
funds on the property to earn a 20% interest in the Doran claims, as outlined in
the Mineral Property Option agreement between the companies. The remaining
$75,000 property payment to the Vendor (paid in March 2008) the Company was made
and the Doran property is now owned wholly by Entourage (80%) and Abbastar
Uranium (20%).

At the time of this report, Abbastar Uranium has not reported
the fall 2008 exploration plan to the Company.

Doran Property: Location and Accessibility

The property extends inland from the Gulf of St Lawrence a
distance of approximately 10 kilometers to the north. The property is situated
within the Costebelle Township, NTS mapsheet 12 L/08. Access to the property is
by daily scheduled flights to Natashquan-Aguanish, then by car from Aguanish to
the Pashashibou River and to the southern part of the property. Locally this
area is known as Moyenne Cote Nord or middle coast north of the St. Lawrence
Seaway.

The topography of the property for the most part is rolling
hills having a maximum relief of 100 feet with elevation ranging from sea level
to 100 feet. 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.

The Doran claim block consists of 47 (revised from the original
44 as reported previously) contiguous mineral claims (polygons) covering
approximately 2473.3 hectares in the Baie Johan Beetz area. 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
    54.92


16

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CDC 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
    54.93CDC 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 mineralisation.

ITEM 5.        OPERATING
AND FINANCIAL REVIEW AND PROSPECTS

5.A Operating results

17

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Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an on-going 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 Entourage Mining Ltd. 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.

The Companys loss (as well as operating expenses) for the
period ended December 31, 2007 (annual 2007) totaled $598,783 or $0.01 per
share compared to $3,017,828 loss before taxes and $2,973161 net loss or $0.04
per share 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, the Company 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 (a) the company received refundable tax
credits from Quebec government of $150,723 during annual 2007 and this tax
credit recovery has been applied against the exploration costs incurred (b) the
Company received $100,000 from Abbastar Holdings Ltd. for optioning the Doran
property to them and this payment was applied to the property acquisition costs
(c) 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 February 5, 2004, the Company completed a private placement
for 889,500 units, comprised of one common share and one common share purchase
warrant, at a price of $0.22 per unit, plus 108,000 flow-through common shares
at a price of $0.22 per share, for total consideration of $219,450.

On June 8, 2004, the Company completed a private placement for
698,000 units, comprised of one common share and one common share purchase
warrant, at a price of $0.404 (US$0.30) per unit, for total consideration of
$282,331.

On December 31, 2004 the Company completed a private placement
for 2,815,500 units, comprised of one common shares and one common share
purchase warrant, at a price of $0.18 (US$0.15) per share, for total
consideration of $510,876. In addition the Company issued 132,000 common shares
paid as a finders fee in connection with the placement.

On September 22, 2005, the Company completed a private
placement of the Company's shares, consisting of 550,000 non-flow-through units,
at U.S. $0.15 per unit. Each unit consisted of one common share and one common
share purchase warrant entitling the holder to buy one additional share, at U.S.
$0.25 per share, for a period of one year. The financing also consisted of
295,000 flow-through shares, at U.S. $0.25 per share (without warrant). The
private placement resulted in cash proceeds to the Company of U.S. $82,500.

On October 7, 2005 the Company completed a private placement of
1,275,000 units of the Company's share capital, at U.S. $0.11 per unit. Each
unit consisted of one common share and one non-transferable share purchase
warrant. Each warrant enables the holder to purchase an additional share, at
U.S. $0.25 each, for a period of two years. The Company received proceeds of
$140,250 (U.S.) from this private placement.

18

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On November 17, 2005 the Company completed a private placement,
consisting of 5,333,334 units of the Company's share capital. Each unit
consisted of one common share and one share purchase warrant, each warrant
entitling the holder to purchase an additional share for two years, at an
exercise price of U.S. $0.25 per share. A finder's fee of 200,000 shares (6%)
was paid to a private individual on a portion of the private placement. The
grant date fair value of these warrants has been included in share capital on a
net basis and accordingly has not been recorded as a separate component of
stockholders equity.

During the year ended December 31, 2005, 250,000 shares were
issued at U.S. $0.15 per share pursuant to exercise of stock options, for
proceeds of $44,147, and 50,000 shares were issued at $0.30 per share, for
proceeds of $15,000 pursuant to exercise of warrants.

On May 24, 2006, the Company closed a flow through private
placement of 340,000 units at US $0.25 for total proceeds of $93,585 (US$85,000)
(each unit consisting of one common share and one half share purchase warrant
wherein the holder, by offering two half purchase warrants, may purchase an
additional share at US $0.30 for two-years). Both the common shares and the
share purchase warrants comprising the units are flow-through.

On December 27, 2006 the Company closed a non-brokered flow
through private placement of 200,000 units at $0.23 for proceeds of $46,000.
Each unit consists of one flow through share and one-half flow through warrant
enabling the purchaser to exchange one full flow through warrant for one flow
through common share at a price of $0.35 for a period of two years.

During the year ended December 31, 2006, 410,000 shares were
issued at U.S. $0.15 per share pursuant to exercise of stock options. Pursuant
to exercise of warrants 744.500 shares were issued at $0.30 per share and
955,000 shares were issued at US$0.25 per share.

During the year ended December 31, 2007 the Company received
$41,647 from a private placement and $17,267 from options exercise.

On December 31, 2007 the Company had $2,239 in cash compared to
$126,611 in cash on December 31, 2006. On December 31, 2007 the Company had a
negative working capital position of ($139,410) compared to a positive working
capital position of $87,596 on December 31, 2006.

The Company does not need any funds in the near future for the
exploration work on its Doran property due to its option agreement with
Abbastar. However, the Company would need to raise funds soon to fund its
general and administrative costs.

.As of the date of this Annual Report, the Company has a
negative working capital position of approximately ($390,000). As a result, it
is unable to undertake further property acquisitions for exploration and in
order to acquire additional properties the Company will require further
financing.

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, 2006 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.

19

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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. As of this report Uranium trades at $59 US/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.

5.E Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on the Companys
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.

ITEM 6.        DIRECTORS,
SENIOR MANAGEMENT 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  | 58  | President of the Company
|President, Director |     |                         
|Victoria, BC        |     |                         
|                    |     |                         
|Dr. Paul Shatzko    | 73  | Director                
|Director, Chairman  |     |                         
|Langley, BC         |     |                         
|                    |     |                         
|Michael B. Hart     | 59  | Director                
|Director, Secretary |     |                         
|Roberts Creek, BC   |     |                         
|                    |     |                         
|Corey Klassen       | 37  | Director                
|Calgary, AB         |     |                         

Executive Officers:

|Name of Officer    | Age | Office                                  
|------------------ | --- | ----------------------------------------
|                   |     |                                         
|Gregory F. Kennedy | 58  | President, Chief
      Executive Officer
|Michael B. Hart    | 59  | Secretary                               
|Pradeep Varshney   | 51  | 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:

20

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

At our annual general meeting in April 2004, Mr. Kennedy was
appointed as President of the 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 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 of Directors

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 year ended December 31,
2007.

21

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Summary Compensation Table

NAME AND 
        PRINCIPAL 
        POSITION
      YEAR
      ANNUAL
        COMPENSATION
      LONG-TERM
        COMPENSATIONSalary 
        ($)
      Bonus 
        ($)
      Other Annual 
        Compensation 
        ($)1,7
      Awards
      LTIP 
        payouts 
        ($)
      All Other 
        Compensation 
        ($)2Restricted 
        Stock 
        Awards 
        ($)
      Securities 
        Underlying 
        Options/ 
        SARs 
        (#)Gregory F. 
        Kennedy, 
        President, 
        Chief 
        Executive 
        Officer & 
        Director
      2007
      Nil
      Nil
      75,0003
      Nil
      Nil
      Nil
      NilMichael Hart, 
        Secretary  & Director
      2007
      Nil
      Nil
      30,0004
      Nil
      Nil
      Nil
      NilPaul Shatzko, 
        Chairman & 
        Director
      2007
      Nil
      Nil
      36,0005
      Nil
      Nil
      Nil
      NilCorey 
        Classen, 
        Director
      2006
      Nil
      Nil
      15,0006
      Nil
      Nil
      Nil
      Nil


1 The value of perquisites and benefits, if any, for each Named
Executive Officer was less than the lesser of $50,000 and 10% of the total
annual salary and bonus 2 For further details, refer to the heading "Related
party transactions" below 3 Paid or accrued as a payable for management fees
of which $37,628 remained payable as of December 31, 2007 4 Paid or accrued
as a payable for management fees of which $29,000 remained payable as of
December 31, 2007 5 Paid or accrued as a payable for management fees of
which $17,024 remained payable as of December 31, 2007 6 Paid or accrued as
a payable for management fees of which $15,000 remained payable as of December
31, 2007 7 Management contracts for Mssrs. Kennedy, Hart, Shatzko and
Klassen were revised as of July 2007 (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 are a party to a management contract with Gregory F.
Kennedy. No other directors have service contracts with us, nor are they
entitled to any termination benefits.

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

The Company does 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.

22

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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.

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 SharesGregory F. Kennedy
    0
    0%Paul Shatzko
    234,000
    <1%Michael Hart
    0
    0%Pradeep Varshney
    212,000
    <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 are 76,981,894.

The following incentive stock options are outstanding to our
directors and officers:

Name
    Shares that may be Purchased Upon
      Exercise of Option
    Exercise Price*
    Expiry DateGregory F. Kennedy
    420,000/1,100,000
    $0.15/$0.25
    February 9, 2009Michael Hart
    50,000/650,000
    $0.15/$0.25
    February 9, 2009PradeepVarshney
    0/500,000
    $0.15/$0.25
    February 9, 2009Paul Shatzko
    300,000/1,200,000
    $0.15/$0.25
    February 9, 2009Corey Klassen
    200,000/500,000
    $0.15/$0.25
    February 9, 2009


* The Companys stock option plan was amended February 27, 2007
whereby 1,550,000 options originally priced at $0.30USD and 3,500,000 options
originally priced at $0.40USD, were re-priced to $0.25USD.

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 7,200,000 shares 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.

23

---

As of the date of this annual report, there are 76,981,894
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 Total101047025
      Saskatchewan Ltd
    3,888,888
    5.2%CMKM Diamonds Inc. (Shareholders)*
    45,000,000
    59%


*The Company issued 45,000,000 shares to CMKM Diamonds Inc. in
consideration for the Smeaton (30,000,000 shares) and Hatchet Lake (15,000,000),
Saskatchewan properties. In the Companys filings dated November 25, 2005 and
titled Material Change Report, the terms of the stock issuance are described
in section 4 of the Mineral Property Agreements. These agreements state that the
45,000,000 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)

Of our 103 registered shareholders, 73 are Canadian residents
and 30 are United States residents.

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

Fiscal Year Ended December 31, 2005:

Amounts payable to related parties as of December 31, 2005 of
$53,750.

During the year ended December 31, 2005 the Company incurred
$72,500 in management fees to two of its officers. During the year ended
December 31, 2005 the Company incurred $12,854 in management fees to another of
its officers (2004  $1,300). During the year ended December 31, 2005, a
former director and a company controlled by the same former director forgave a
debt of $102,327 owing to them by the Company. This amount was recorded as
additional paid-in capital.

Fiscal Year Ended December 31, 2006:

Amounts payable to related parties as of December 31, 2006 of
$29,352 is owed to directors for consulting fees and for expenses paid on behalf
of the Company.

During the year ended December 31, 2006 the Company incurred
$100,500 in management fees to its officers (Refer to Note 9.)

During the Fiscal Year Ended December 31, 2007

Amounts payable to related parties as of December 31, 2007 of
$119,653) is owing to directors and former directors and to companies controlled
by the former directors for consulting fees and for expenses paid on behalf of
the Company.

24

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During the year ended December 31, 2007 the Company incurred
$195,000 in management fees to its directors and officers.

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.

C.        Interests of
experts and counsel

Our principal accountants, experts and legal counsel have no
interest in our shareholdings. The other items of this instruction are not
applicable to Annual Filings on Form 20F.

ITEM 8.        FINANCIAL
INFORMATION

8.A      Consolidated Statements
and other Financial Information

The following financial statements for the year ended December
31, 2007 with comparatives 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 two financial years, audited in accordance with a
comprehensive body of auditing standards.

Export Sales

The Company had no export sales in its latest financial year
ended December 31, 2006 and, as a result, the percentage of export sales for the
Company was zero.

Legal Proceedings

The Company, on August 27, 2007, 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. The Company is 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. These matters are unresolved at the time of this report and are still
pending in the Courts of British Columbia.

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, the Company.

Dividend Policy

The Company has not paid dividends on the common shares in any
of its last five fiscal years. The directors of the 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
the 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.

25

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ITEM 9.        THE OFFER
AND LISTING

A.        Offer and
listing details

Our shares commenced trading on February 2, 2004 on the
Over-the-Counter Bulletin Board in the United States under the symbol ETGMF.

The following table sets forth the high and low closing prices
in US funds of our common shares traded:

|Annual Periods                              | High  | Low   
|------------------------------------------- | ----- | ------
|February 2, 2004 to December
      31, 2004 | $0.50 | $0.083
|January 1, 2005 to December 31, 2005        | $0.70 | $0.10 
|January 1, 2006 to December
      31, 2006  | $0.54 | $0.17 
|January 1, 2007 to December 31, 2007        | $0.35 | $0.05 

Quarterly Periods

|                                         | High  | Low  
|---------------------------------------- | ----- | -----
|January 2006 to March 31,
      2006     | $0.54 | $0.29
|April 1, 2006 to June 30, 2006           | $0.43 | $0.20
|July 1, 2006 to September 30,
      2006 | $0.35 | $0.20
|October 1, 2006 to December 31, 2006     | $0.35 | $0.17
|January 1, 2007 to March 31,
      2007  | $0.35 | $0.17
|April 1, 2007 to June 30, 2007           | $0.28 | $0.19
|July 1, 2007 to September 30,
      2007 | $0.20 | $0.09
|October 1, 2007 to December 31, 2007     | $0.12 | $0.02
|January 1, 2008 to March 31,
      2008  | $0.08 | $0.02

Monthly Periods

|               | High  | Low  
|-------------- | ----- | -----
|January 2007   | $0.25 | $0.17
|February 2007  | $0.27 | $0.18
|March 2007     | $0.35 | $0.20
|April 2007     | $0.26 | $0.19
|May 2007       | $0.24 | $0.17
|June 2007      | $0.28 | $0.19
|July 2007      | $0.20 | $0.10
|August 2007    | $0.17 | $0.09
|September 2007 | $0.12 | $0.09
|October 2007   | $0.11 | $0.08
|November 2007  | $0.12 | $0.09
|December 2007  | $0.09 | $0.02
|January 2008   | $0.08 | $0.05
|February 2008  | $0.07 | $0.02
|March 2008     | $0.04 | $0.02
|April 2008     | $0.12 | $0.03
|May 2008       | $0.10 | $0.04

9.B      Plan of distribution

Not applicable

9.C      Markets

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

26

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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.F      Expenses of the issue

Not applicable

ITEM 10.      ADDITIONAL
INFORMATION

10.A      Share Capital

Not Applicable.

10.B      Memorandum and articles
of association

We have no bylaws under British Columbia law. We have Articles
of Incorporation.

This information has been provided in the Companys Annual
Report of Form 20-F filed in June 2006 on the SECs Edgar site and is
incorporated by reference herein.

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 filing dated July 1, 2005), and                                 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                        
| | 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
      filing dated July 1, 2005), and                                             
| |    |                                                                                                                                                                                                                                                                                                        
| | 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 filing dated November 23, 2005), and                     
| |    |                                                                                                                                                                                                                                                                                                        
| | 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 filing dated November 25, 2005).                         
| |    |                                                                                                                                                                                                                                                                                                        
| | 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 form 6-k on February 14,
    2007)

10.D      Exchange Controls

27

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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

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

28

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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.

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
worldwide taxable income. In the determination of the application of this
limitation, the various items of income and deduction must be classified into
foreign and domestic sources. Complex rules govern this classification process.
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

29

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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 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

30

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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.I      Subsidiary information

We have one subsidiary, Entourage USA Inc. located 711 S.
Carson Street, Suite 4, Carson City, NV 89701At present the subsidiary company
is inactive.

ITEM 11.      Quantitative and
Qualitative Disclosure about Market Risk

The Company does not have market portfolios and does not engage
in trading risk sensitive instruments or financial instruments. The Company is
an extractive enterprise.

ITEM 12.      Description of
Securities Other than Equity Securities

Not applicable.

PART II

ITEM 13.      Defaults, Dividend
Arrearages and Delinquencies

The Company has had no material defaults in payment of
principal, interest or sinking or purchase fund installments. The Company is an
extractive enterprise.

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

Not applicable

ITEM 15.      Controls and
Procedures

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, 2007, 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, 2007 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

31

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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 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.

32

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15.D       Changes in Internal
Control over financial reporting

There were no significant changes in the Companys internal
controls or in other factors that could significantly affect these controls
subsequent to the date our Chief Executive Officer and our Chief Financial
Officer completed their evaluation.

15.T       Controls and Procedures

Not applicable to non-accelerated filers.

ITEM 16.      [reserved]

16A.      Audit Committee Financial
Expert

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

16.B      Code of Ethics

The Company has a written Code of Ethics that is attached to
this report as an attachment.

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 $24,536.40 for the year
ending December 31, 2007. For year 2006 the amount was $$22,352.00.

(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
$1,500 for year 2006 and year 2005.

(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 & tax return preparation were
$6,500 for 2006 & $6,500 for 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 in the
year ending December 31, 2006 and $nil in the year ending December 31, 2005.

16.D      Exemptions from the
Listing Standards for Audit Committees

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

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

33

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The Company made no issuer repurchases, including any made
pursuant to a publicly announced plan or program or made pursuant to a plan or
program that was not announced publicly, in the last two fiscal years. The
Company made no open market issuer repurchases.

PART III

ITEM 17.      Financial
Statements

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

- our balance sheets as at December 31, 2007 and December 31, 2006;
- statements of loss and deficit for the periods ended December 31, 2007 and
  December 31, 2006;
- statements of cash flows for the periods ended December 31, 2007 and
  December 31, 2006; and
- notes to the financial statements.

34

---

ENTOURAGE MINING LTD. (An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

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





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

35

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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 sheet of
Entourage Mining Ltd (the Company) (an exploration stage company) as at
December 31, 2007 and 2006 and the related consolidated statements of
operations, stockholders equity and cash flows for the years ended December 31
2007 and 2006 and for the cumulative period from June 16, 1995 (inception)
through December 31, 2007. 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 and 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, based on our audits and the report of another
auditor, these consolidated financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2007 and 2006
and the results of its operations and its cash flows for the years ended
December 31, 2007 and 2006 and for the period from June 16, 1995 (inception) to
December 31, 2007, 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, to date the Company has reported losses since
inception from operations and requires additional funds to meet its obligations
and fund 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.

DALE MATHESON CARR-HILTON LABONTE LLP 
  CHARTERED ACCOUNTANTS

Vancouver, Canada April 10, 2008



36

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ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS(Stated in Canadian Dollars)

|                                                          |   | DECEMBER 31 |  
|--------------------------------------------------------- | - | ----------- | -
|                                                          |   | 2007        |  
|                                                          |   |             |  
|ASSETS                                                    |   |             |  
|                                                          |   |             |  
|Current                                                   |   |             |  
|Cash                                                      | $ | 2,239       |  
|Advances and prepaid
      expenses                       |   | 1,084       |  
|Goods and services and Quebec sales
      tax recoverable |   | 16,484      |  
|                                                          |   | 19,807      |  
|Equipment(Note 3)                                         |   | 2,763       |  
|                                                          |   |             |  
|                                                          | $ | 22,570      |  
|                                                          |   |             |  
|LIABILITIES                                               |   |             |  
|                                                          |   |             |  
|Current                                                   |   |             |  
|Accounts payable
      and accrued liabilities            | $ | 39,564      |  
|Due to related parties (Note 6)                           |   | 119,653     |  
|                                                          |   | 159,217     |  
|                                                          |   |             |  
|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:                                                   |   |             |  
|76,981,894 common voting shares (2006 
      76,015,227) |   | 12,383,714  |  
|                                                          |   |             |  
|Additional paid in capital                                |   | 3,035,356   |  
|                                                          |   |             |  
|Deficit accumulated during the exploration
      stage    |   | (15,555,717 | )
|                                                          |   | (136,647    | )
|                                                          |   |             |  
|                                                          | $ | 22,570      |  

Subsequent event (Note 4b)

Approved by the Board of Directors:

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

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

37

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ENTOURAGE MINING LTD.(An
    Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS(Stated in Canadian Dollars)

|                                                        |  | YEARS ENDED |   |  | June 16, 1995 |  
|------------------------------------------------------- |  | ----------- | - |  | ------------- | -
|                                                        |  |             |   |  |               |  
|                                                        |  | DECEMBER 31 |   |  | To            |  
|                                                        |  |             |   |  |               |  
|                                                        |  | 2007        |   |  | 2006          |  
|                                                        |  | $           |   |  | $             |  
|Expenses                                                |  |             |   |  |               |  
|Amortization                                            |  | 953         |   |  | 1,303         |  
|Consulting                                              |  | 58,594      |   |  | 70,166        |  
|Consulting  stock based compensation (Note 5)          |  | 101,774     |   |  | 2,027,384     |  
|Financing fee  stock based compensation
      (Note 5) |  | 11,300      |   |  | -             |  
|Interest expense                                        |  | 1,119       |   |  | 1,139         |  
|Management fees                                         |  | 195,000     |   |  | 100,500       |  
|Mineral property costs (Notes 4 and 11)                 |  | 61,462      |   |  | 632,122       |  
|Office and sundry                                       |  | 56,532      |   |  | 66,262        |  
|Professional fees                                       |  | 34,568      |   |  | 53,359        |  
|Travel and promotion                                    |  | 77,481      |   |  | 65,593        |  
|                                                        |  |             |   |  |               |  
|Loss Before Taxes                                       |  | (598,783    | ) |  | (3,017,828    | )
|                                                        |  |             |   |  |               |  
|Deferred tax recovery(Note 7)                           |  | -           |   |  | 44,667        |  
|                                                        |  |             |   |  |               |  
|Net Loss                                                |  | (598,783    | ) |  | (2,973,161    | )
|                                                        |  |             |   |  |               |  
|                                                        |  |             |   |  |               |  
|Loss Per Share,
      basic and diluted                 |  | (0.01       | ) |  | (0.04         | )
|                                                        |  |             |   |  |               |  
|Weighted Average Common Shares Outstanding,             |  |             |   |  |               |  
|basic and diluted                                       |  | 76,751,437  |   |  | 74,380,281    |  

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

38

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ENTOURAGE MINING LTD.(An
    Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY(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                    |  | 5          |   |  | 1         |   |  | -          |  |  | -          |  |  | -           |   |  | 1        |  
|Loss for the period                      |  | -          |   |  | -         |   |  | -          |  |  | -          |  |  | (38,624     | ) |  | (38,624  | )
|Balance, December 31, 1995               |  | 5          |   |  | 1         |   |  | -          |  |  | -          |  |  | (38,624     | ) |  | (38,623  | )
|Shares issued for cash                   |  | 9,130,000  |   |  | 276,500   |   |  | -          |  |  | -          |  |  | -           |   |  | 276,500  |  
|Loss for the year                        |  | -          |   |  | -         |   |  | -          |  |  | -          |  |  | (210,592    | ) |  | (210,592 | )
|Balance, December 31,1996                |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (249,216    | ) |  | 27,285   |  
|Loss for the year                        |  | -          |   |  | -         |   |  | -          |  |  | -          |  |  | (74,529     | ) |  | (74,529  | )
|Balance, December 31, 1997               |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (323,745    | ) |  | (47,244  | )
|Loss for the year                        |  | -          |   |  | -         |   |  | -          |  |  | -          |  |  | (60,148     | ) |  | (60,148  | )
|Balance, December 31, 1998               |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (383,893    | ) |  | (107,392 | )
|Loss for the year                        |  | -          |   |  | -         |   |  | -          |  |  | -          |  |  | (70,046     | ) |  | (70,046  | )
|Balance, December 31, 1999               |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (453,939    | ) |  | (177,438 | )
|Loss for the year                        |  | -          |   |  | -         |   |  | -          |  |  | -          |  |  | (66,855     | ) |  | (66,855  | )
|Balance, December 31, 2000               |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | -          |  |  | (520,794    | ) |  | (244,293 | )
|Loss for the year                        |  | -          |   |  | -         |   |  | -          |  |  | -          |  |  | (58,749     | ) |  | (58,749  | )
|Balance, December 31, 2001               |  | 9,130,005  |   |  | 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               |  | 9,130,005  |   |  | 276,501   |   |  | -          |  |  | 200,671    |  |  | (638,971    | ) |  | (161,799 | )
|April 25, 2003  shares issued for       |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|mineral property                         |  | 6,000,000  |   |  | 60,000    |   |  | -          |  |  | -          |  |  | -           |   |  | 60,000   |  
|Loss for the year                        |  | -          |   |  | -         |   |  | -          |  |  | -          |  |  | (319,515    | ) |  | (319,515 | )
|Balance, December 31, 2003               |  | 15,130,005 |   |  | 336,501   |   |  | -          |  |  | 200,671    |  |  | (958,486    | ) |  | (421,314 | )
|February 5, 2004  shares issued for     |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|cash at $0.22 per share                  |  | 997,500    |   |  | 219,450   |   |  | -          |  |  | -          |  |  | -           |   |  | 219,450  |  
|February 5, 2004  deferred tax          |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|recovery on 108,000 flow-through         |  | -          |   |  | (2,376    | ) |  | -          |  |  | -          |  |  | -           |   |  | (2,376   | )
|shares                                   |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|June 8, 2004  shares issued for cash    |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|at $0.404 per share                      |  | 698,000    |   |  | 282,331   |   |  | -          |  |  | -          |  |  | -           |   |  | 282,331  |  
|August 24, 2004  stock options          |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|exercised at $0.33 per share             |  | 100,000    |   |  | 32,983    |   |  | -          |  |  | -          |  |  | -           |   |  | 32,983   |  
|December 31, 2004  shares issued        |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|for cash at $0.18 per share              |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|inclusive of 132,500 shares as           |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|finders fees                            |  | 2,948,000  |   |  | 510,876   |   |  | -          |  |  | -          |  |  | -           |   |  | 510,876  |  
|August 24, 2004  shares issued for      |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|mineral property database at
      $0.39 |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|per share                                |  | 150,000    |   |  | 58,788    |   |  | -          |  |  | -          |  |  | -           |   |  | 58,788   |  
|September 24, 2004  shares returned     |  |            |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|on cancellation of escrow                |  | (3,750,000 | ) |  | (7,500    | ) |  | -          |  |  | 7,500      |  |  | -           |   |  | -        |  
|Stock based compensation                 |  | -          |   |  | -         |   |  | -          |  |  | 421,000    |  |  | -           |   |  | 421,000  |  
|Loss for the year                        |  | -          |   |  | -         |   |  | -          |  |  | -          |  |  | (956,446    | ) |  | (956,466 | )
|Balance, December 31, 2004               |  | 16,273,505 |   |  | 1,431,053 |   |  | -          |  |  | 629,171    |  |  | (1,914,932  | ) |  | 145,292  |  

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

39

---

ENTOURAGE MINING LTD.(An
    Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY(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                         |  | 16,273,505 |  |  | 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. $0.30 per share                    |  | 125,000    |  |  | 45,604     |   |  | -          |   |  | -          |  |  | -           |   |  | 45,604      |  
|Sept. 22, 2005, flow-through shares     |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|issued at $0.20 per share               |  | 295,000    |  |  | 59,000     |   |  | -          |   |  | -          |  |  | -           |   |  | 59,000      |  
|September, 2005, deferred tax           |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|recovery on 295,000
      flow-through  |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|shares                                  |  | -          |  |  | (20,119    | ) |  |            |   |  | -          |  |  | -           |   |  | (20,119     | )
|Sept. 22, 2005, units issued at         |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|U.S. $0.15 per unit                     |  | 550,000    |  |  | 97,152     |   |  | -          |   |  | -          |  |  | -           |   |  | 97,152      |  
|Oct. 7, 2005, units issued at           |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|U.S. $0.11 per unit                     |  | 1,275,000  |  |  | 165,154    |   |  | -          |   |  | -          |  |  | -           |   |  | 165,154     |  
|Oct.-Dec 2005, shares issued on         |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|exercise of stock options at            |  |            |  |  |            |   |  | -          |   |  |            |  |  |             |   |  |             |  
|U.S. $0.15 per share                    |  | 250,000    |  |  | 44,147     |   |  |            |   |  | -          |  |  | -           |   |  | 44,147      |  
|Oct. 2005, shares issued on exercise    |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|of warrants at $0.30 per share          |  | 50,000     |  |  | 15,000     |   |  | -          |   |  | -          |  |  | -           |   |  | 15,000      |  
|Nov. 17, 2005, units issued at          |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|U.S. $0.15 per share inclusive
      of |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|200,000 shares finders fees            |  | 5,533,334  |  |  | 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 (Note 4)     |  | -          |  |  | -          |   |  | 8,638,667  |   |  |            |  |  | -           |   |  | 8,638,667   |  
|Loss for the year                       |  |            |  |  | -          |   |  | -          |   |  | -          |  |  | (10,068,841 | ) |  | (10,068,841 | )
|Balance, December 31, 2005              |  | 24,351,839 |  |  | 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 $0.15 per share             |  | 48,888,888 |  |  | 8,638,667  |   |  | (8,638,667 | ) |  | -          |  |  | -           |   |  | -           |  
|Jan.-Aug. 2006, shares issued on        |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|exercise of stock options at            |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|US $0.15 per share                      |  | 410,000    |  |  | 69,317     |   |  | -          |   |  | -          |  |  | -           |   |  | 69,317      |  
|February 2006, shares issued on         |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|exercise of warrants at $0.30           |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|per share                               |  | 744,500    |  |  | 223,350    |   |  | -          |   |  | -          |  |  | -           |   |  | 223,350     |  
|March 7, 2006, shares issued for        |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|property acquisition at                 |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|U.S. $0.36 per share                    |  | 125,000    |  |  | 51,772     |   |  | -          |   |  | -          |  |  | -           |   |  | 51,772      |  
|May 24, 2006, shares issued for         |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|flow-through private placement          |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|at US $0.25 per share                   |  | 340,000    |  |  | 93,585     |   |  | -          |   |  | -          |  |  | -           |   |  | 93,585      |  
|Aug.-Nov. 2006, shares issued on        |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|exercise of warrants at US
      $0.25  |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|per share                               |  | 955,000    |  |  | 269,149    |   |  | -          |   |  | -          |  |  | -           |   |  | 269,149     |  
|Dec. 2006, shares issued for flow-      |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|through private placement               |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|at $0.23 per share                      |  | 200,000    |  |  | 46,000     |   |  | -          |   |  | -          |  |  | -           |   |  | 46,000      |  
|Stock based compensation                |  | -          |  |  | -          |   |  | -          |   |  | 2,027,384  |  |  | -           |   |  | 2,027,384   |  
|Deferred tax recovery on 540,000        |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|flow-through shares                     |  | -          |  |  | (44,667    | ) |  |            |   |  | -          |  |  | -           |   |  | (44,667     | )
|                                        |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|Loss for the year                       |  | -          |  |  | -          |   |  | -          |   |  | -          |  |  | (2,973,161  | ) |  | (2,973,161  | )
|Balance, December 31, 2006              |  | 76,015,227 |  |  | 12,125,964 |   |  | -          |   |  | 2,922,282  |  |  | (14,956,934 | ) |  | 91,312      |  

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

40

---

ENTOURAGE MINING LTD.(An
    Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY(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                             |  | 76,015,227 |  |  | 12,125,964 |  |  | -          |  |  | 2,922,282  |  |  | (14,956,934 | ) |  | 91,312   |  
|March 12, 2007, shares issued for           |  |            |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|Property option payment at                  |  |            |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|US$0.30 per share
      deemed price        |  | 500,000    |  |  | 175,530    |  |  | -          |  |  | -          |  |  | -           |   |  | 175,530  |  
|March 27, 2007, shares issued for           |  |            |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|options exercise at
      US$0.15 per share |  | 50,000     |  |  | 8,760      |  |  | -          |  |  | -          |  |  | -           |   |  | 8,760    |  
|March 31, 2007, shares issued for           |  |            |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|Pvt. Placement at
      US$0.15per share    |  |            |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|net of finders fee of $4,537               |  | 266,667    |  |  | 41,647     |  |  | -          |  |  | -          |  |  | -           |   |  | 41,647   |  
|Stock based compensation                    |  | -          |  |  | -          |  |  | -          |  |  | 113,074    |  |  | -           |   |  | 113,074  |  
|April 3, 2007, shares issued for            |  |            |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|Options exercise at
      US$0.15 per share |  | 50,000     |  |  | 8,507      |  |  | -          |  |  | -          |  |  | -           |   |  | 8,507    |  
|June 18, 2007, shares issued for debt       |  |            |  |  |            |  |  | -          |  |  |            |  |  |             |   |  |          |  
|at US$0.20 per share                        |  | 100,000    |  |  | 23,306     |  |  |            |  |  | -          |  |  | -           |   |  | 23,306   |  
|Loss for the year                           |  | -          |  |  | -          |  |  | -          |  |  | -          |  |  | (598,783    | ) |  | (598,783 | )
|Balance, December 31, 2007                  |  | 76,981,894 |  |  | 12,383,714 |  |  | -          |  |  | 3,035,356  |  |  | (15,555,717 | ) |  | (136,647 | )

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

41

---

ENTOURAGE MINING LTD.
  (An Exploration
  Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
  (Stated in Canadian Dollars)

|                                                                |  |             |   |  |             |   |  | June 16,
      1995 |  
|--------------------------------------------------------------- |  | ----------- | - |  | ----------- | - |  | ------------------- | -
|                                                                |  | YEARS ENDED |   |  | (inception) |  
|                                                                |  | DECEMBER 31 |   |  | to          |  
|                                                                |  |             |   |  |             |   |  | December 31,        |  
|                                                                |  | 2007        |   |  | 2006        |   |  | 2007                |  
|                                                                |  | $           |   |  | $           |   |  | $                   |  
|CASH FLOWS FROM OPERATING ACTIVITIES                            |  |             |   |  |             |   |  |                     |  
|Net loss                                                        |  | (598,783    | ) |  | (2,973,161  | ) |  | (15,555,717         | )
|Adjustments to reconcile net loss to net cash
      from        |  |             |   |  |             |   |  |                     |  
|operating activities:                                           |  |             |   |  |             |   |  |                     |  
|Amortization                                                    |  | 953         |   |  | 1,303       |   |  | 5,081               |  
|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         |  | 18,958      |   |  | (10,091     | ) |  | (16,484             | )
|Accounts payable and
      accrued liabilities                  |  | (33,535     | ) |  | (58,604     | ) |  | 39,564              |  
|Due
      to related parties                                    |  | 90,301      |   |  | (24,398     | ) |  | 422,651             |  
|NET CASH FLOWS USED IN OPERATING ACTIVITIES                     |  | (183,286    | ) |  | (1,054,372  | ) |  | (3,394,626          | )
|                                                                |  |             |   |  |             |   |  |                     |  
|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                                     |  | (124,372    | ) |  | (352,970    | ) |  | 2,239               |  
|CASH, BEGINNING                                                 |  | 126,611     |   |  | 479,581     |   |  | -                   |  
|                                                                |  |             |   |  |             |   |  |                     |  
|CASH, END                                                       |  | 2,239       |   |  | 126,611     |   |  | 2,239               |  
|                                                                |  |             |   |  |             |   |  |                     |  
|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.

42

---

|ENTOURAGE MINING LTD.                           
|------------------------------------------------
|(An Exploration Stage Company)                  
|NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS
|DECEMBER 31, 2007 AND 2006                      
|(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. Upon location of a commercial reserve, the Company
      would enter the development stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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 $598,783 for the year
      ended December 31, 2007, and has accumulated a net loss of $15,555,717
      since its inception. The Company has no sources of revenue. The
      continuance in the future of the Company is dependent upon its ability to
      obtain additional financing as needed and ultimately upon future
      acquisition, exploration and development of profitable operations from its
      mineral property interests. 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. 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

43

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

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

44

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

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

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


| | e) | Environmental Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Environmental expenditures that relate to current
      operations are charged to operations or capitalized as appropriate.
      Expenditures that relate to an existing condition caused by past
      operations, and which do not contribute to current or future revenue
      generation, are charged to operations. Liabilities are recorded when
      environmental assessments and/or remedial efforts are probable, and the
      cost can be reasonably estimated. Generally, the timing of these accruals
      coincides with the earlier of completion of a feasibility study or the
      Companys commitments to plan of action based on the then known
    facts.                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | f) | Capital Stock  Flow-through shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Under United States GAAP when flow-through shares are
      issued, the proceeds are allocated between the issue of shares and the
      sale of tax benefits. The allocation is made based on the difference
      between the quoted price of the existing shares and the amount that the
      investor pays for the flow- through shares. The stockholders' equity is
      reduced and a liability is recognized for this difference. The liability
      is reversed when the tax benefits are renounced and a deferred tax asset
      is recognized at that time. Income tax expense (recovery) is the
      difference between the amount of the deferred tax liability and the asset
      recognized on issuance.                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | g) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The functional currency of the Company is Canadian
      dollars and these financial statements are presented in Canadian dollars
      unless otherwise noted. Foreign denominated monetary assets and
      liabilities are translated to their Canadian dollar equivalents using
      foreign exchange rates in effect at the balance sheet date. Non-monetary
      items are translated at historical exchange rates, except for items
      carried at market value, which are translated at the rate of exchange in
      effect at the balance sheet date. Revenues and expenses are translated at
      average rates of exchange during the year. Exchange gains and losses
      arising on foreign currency translation are included in the determination
      of operating results for the period.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | h) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | The Companys financial instruments consist of cash,
      accounts payable and accrued liabilities and amounts payable to related
      parties. Unless otherwise noted, it is managements opinion that the
      Company is not exposed to significant interest or credit risks arising
      from these financial instruments. The fair value of the Companys current
      assets and current liabilities are estimated by management to approximate
      their carrying values based on the immediate or short-term maturity of
      these instruments.                                                                                                                                                                                                                                                 

45

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

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

46

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

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

47

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

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

48

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

|3. | EQUIPMENT
|-- | ---------

2007
    
    
    
    
    
    
    
    
    2006Cost
    
    
    Accumulated
    
    
    Net
    
    
    
    
    
    Accumulated
    
    
    Netdepreciation
    
    
    Book
    
    
    Cost
    
    
    **depreciation**
    
    
    BookValue
    
    
    
    
    
      
    
    
    Value$
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Office furniture
    
    2,812
    
    
    1,516
    
    
    1,296
    
    
    2,812
    
    
    1,192
    
    
    1,620Computer
    
    5,033
    
    
    3,566
    
    
    1,467
    
    
    5,033
    
    
    2,937
    
    
    2,096equipment7,845
    
    
    5,082
    
    
    2,763
    
    
    7,845
    
    
    4,129
    
    
    3,716


|4. | MINERAL EXPLORATION PROPERTIES
|-- | ------------------------------
|   |                               
|   | a)                            
|   |                               
|   |                               
|   |                               
|   |                               
|   |                               
|   | b)                            

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 750,000 common shares
and the expenditure of $1,000,000 on the Doran Property over three years, as
follows:

| | a. | $35,000 and 125,000 common shares within ten business
      days of the date of approval of the agreement (paid and issued);                                                                                                                          
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | $35,000 and 125,000 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 250,000 common shares on or
      before March 15, 2007 (issued in 2007- Note 4b iv)); and expending
      $300,000 on or before March 15, 2007 (incurred by Abbastar Holdings Inc.
      (Abbastar)  Note 4b iii)); and
| | d. | $75,000 (paid in 2008 by Abbastar  Note 4b v)) and
      250,000 common shares on or before March 15, 2008 (issued in 2007  Note
      4b iv)); and expend an additional $500,000 on or before March 15, 2008
      (incurred by Abbastar).         

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

49

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

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

| | b) | Doran Property (Quebec)
(continued)
| | -- | -----------------------------------

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 Net Smelter Royalty 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; 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 (500,000) 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.

| | c) | 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.                                                                                                                                                                                                                                                                                      
| |    | 2.                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                         
| |    | 3.                                                                                                                                                                                                                                                                                      
| |    | 4.                                                                                                                                                                                                                                                                                      
| |    | 5.                                                                                                                                                                                                                                                                                      




50

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

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

51

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

|4. | MINERAL PROPERTY INTERESTS(continued)
|-- | -------------------------------------
|   |                                      
|   | d)                                   
|   |                                      
|   |                                      
|   |                                      
|   | e)                                   
|   |                                      
|   |                                      
|   |                                      
|5. | CAPITAL STOCK                        
|   |                                      
|   | a)                                   
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      

| | iv) | On March 7, 2006 the Company issued 125,000 shares for
        a consideration of $51,772 under the option agreement to acquire interest
        in 44 mineral claims known as Doran Property situated in southeast Quebec.                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                               
| | v)  | During the year ended December 31, 2006, 410,000 shares
        were issued at U.S. $0.15 per share pursuant to exercise of stock options.
        Pursuant to exercise of warrants 744,500 shares were issued at $0.30 per
        share and 955,000 shares were issued at US$0.25 per share.
| |     |                                                                                                                                                                                                                                                                                               
| | vi) | During the year ended December 31, 2007, 100,000 incentive
        stock options with an exercise price of US $0.15 were exercised by two
        optionees for proceeds of $17,267 (US$15,000)                                                                                               

52

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

|5. | CAPITAL STOCK(continued)
|-- | ------------------------

| | a) | Issued Shares (continued)
| | -- | -------------------------

| | vii) | On March 12, 2007, the Company issued 500,000 shares at a
      price of US$0.30 per share, to the vendor of the Doran property pursuant
      to the revised option agreement for a consideration of $175,530
      (US$150,000).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | viii) | On March 30, 2007, the Company closed a US $0.15 per unit
      private placement of 266,667 units for gross proceeds of $46,184 (US
      $40,000) and the Company paid $4,537 as finder fee. Each unit consists of
      one share and one-half warrant. Each full warrant is exercisable at a
      price of US$0.25 on or before March 30, 2008. .
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ix) | On June 18, 2007, the Company issued 100,000 shares at a
      price of US$0.20 per share, pursuant to an agreement to settle a debt of
      $23,306 (US$20,000).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | In February 2004 the Company implemented a Stock Option
      Plan (SOP) for its officers, directors and employees to allow for up to
      1,600,000 share purchase options to be granted at US $0.25 per share, for
      a period not to exceed five years. In November 2004 the SOP was amended to
      provide for the issuance of up to 2,200,000 incentive stock options to
      directors, officers, employees and non-investor relations consultants.
      During January, 2006 the Company increased the stock option plan from
      2,200,000 shares to 7,200,000 shares.                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | The Company accounts for the grant of options using the
      fair value method prescribed in SFAS No. 123R, using the Black-Scholes
      option pricing model. Compensation for unvested options is amortized over
      the vesting period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | In January 2006 the Company filed a form S-8 to register
      shares issuable under the Companys Stock Option Plan which provides that
      a total of 7,200,000 shares of common stock can be issued as incentive
      stock options to directors, employees and consultants of the Company.
      During January 2006, the Company granted to directors, employees and
      consultants, stock options to purchase 3,500,000 shares at U.S. $0.40 per
      share. As a result, in accordance with SFAS 123R, a stock based
      compensation expense of $1,717,984 was estimated using the Black-Scholes
      option pricing model with the following assumptions: (1) dividend yield of
      0%, (2) expected volatility of 140%, (3) risk free interest rate of 3.5%
      and, (4) expected life of 3.05 years.

53

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|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

On June 30, 2006, the Company granted
to directors, employees and consultants, additional stock options to purchase
1,550,000 shares at U.S. $0.30 per share. As a result, in accordance with SFAS
123R, a stock based compensation expense of $309,400 was estimated using the
Black-Scholes option pricing model with the following assumptions: (1) dividend
yield of 0%, (2) expected volatility of 140%, (3) risk free interest rate of
3.5% and, (4) expected life of 2.58 years.

On Feb 27, 2007, the Company repriced
5,050,000 of its incentive stock options (1,550,000 options originally priced at
US$0.30 and 3,500,000 options originally priced at US$0.40) to US$0.25. The
expiry date of the options remained unchanged at Feb 2, 2009. A fair value of
$92,900 for the re-pricing of the options was estimated using the Black-Scholes
option pricing model with the following assumptions: (1) dividend yield of 0%,
(2) expected volatility of 123%, (3) risk free interest rate of 4% and, (4)
expected life of 1.93 years.

On October 22, 2007 the Company
cancelled options to acquire 250,000 shares at US$0.25 per share.

On June 22, 2007, the Company granted
to a consultant to purchase 250,000 shares at US$0.15 per share. As a result, in
accordance with SFAS 123R, a stock based compensation expense of $8,874 was
estimated using the Black-Scholes option pricing model with the following
assumptions: (1) dividend yield of 0%, (2) expected volatility of 119%, (3) risk
free interest rate of 4.14% and, (4) expected life of 1.29 years.

Activity under the SOP is summarized
as follows:

| |                            |  |             |   |  | Weighted         |  |  |          | 
| | -------------------------- |  | ----------- | - |  | ---------------- |  |  | -------- | 
| |                            |  |             |   |  | Average Exercise |  |  | Weighted | 
| |                            |  | Options     |   |  | Price (U.S. $)   |  |  | Average  | 
| |                            |  | Outstanding |   |  |                  |  |  | Life     | 
| | Balance, December 31, 2005 |  | 1,850,000   |   |  | 0.15             |  |  | 2.99     | 
| | Granted                    |  | 5,050,000   |   |  | -                |  |  | -        | 
| | Exercised                  |  | (410,000    | ) |  | -                |  |  | -        | 
| | Balance December 31, 2006  |  | 6,490,000   |   |  | 0.32             |  |  | 2.09     | 
| | Cancelled                  |  | (250,000    | ) |  | -                |  |  | -        | 
| | Granted                    |  | 250,000     |   |  | -                |  |  | -        | 
| | Exercised                  |  | (100,000    | ) |  | -                |  |  | -        | 
| | Balance, December 31, 2007 |  | 6,390,000   |   |  | 0.225            |  |  | 1.09     | 

The following table summarizes
information concerning outstanding and exercisable common stock options under
the SOP at December 31, 2007:

Remaining
    Weighted
    Number of
    WeightedRange of
    
    Contractual
    Average
    Options
    AverageExercise
    Options
    Life
    Exercise
    Currently
    Exercise PricePrices
    Outstanding
    (in years)
    Price
    ExercisableU.S. $0.15 -U.S. $0.25
    6,390,000
    1.09
    U.S. $0.225
    6,390,000
    U.S. $0.225


54

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|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

|5. | CAPITAL STOCK(continued)
|-- | ------------------------
|   |                         
|   | c)                      
|   |                         
|   |                         

| |                            |  |             |   |  | Weighted       |  |  |          | 
| | -------------------------- |  | ----------- | - |  | -------------- |  |  | -------- | 
| |                            |  |             |   |  | Average        |  |  | Weighted | 
| |                            |  | Warrants    |   |  | Exercise Price |  |  | Average  | 
| |                            |  | Outstanding |   |  | ($
      U.S.) |  |  | Life     | 
| | Balance, December 31, 2005 |  | 11,511,334  |   |  | 0.68           |  |  | 3.61     | 
| | Granted                    |  | 270,000     |   |  | -              |  |  | -        | 
| | Exercised                  |  | (1,699,500  | ) |  | -              |  |  | -        | 
| | Expired                    |  | (3,878,500  | ) |  | -              |  |  | -        | 
| | Balance, December 31, 2006 |  | 6,203,334   |   |  | 0.25           |  |  | 0.90     | 
| | Granted                    |  | 133,333     |   |  | -              |  |  |          | 
| | Exercised                  |  | -           |   |  | -              |  |  |          | 
| | Expired                    |  | (600,000    | ) |  | -              |  |  |          | 
| | Balance, December 31, 2007 |  | 5,736,667   |   |  | 0.253          |  |  | 0.85     | 

The following table lists the common
share warrants outstanding at December 31, 2007. Each warrant is exchangeable
for one common share.

Warrants
    Exercise
    ExpiryOutstanding
    Price
    Date170,000
    U.S. $0.30
    May 23, 20085,333,334
    U.S. $0.25
    November 17, 2008100,000
    CDN $0.35
    December 27, 2008133,333
    U.S. $0.25
    March 30, 20085,736,667


|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                             
|   | Amounts payable to related parties as of December 31,
      2007 of $119,653 (2006 - $29,352) is owing to directors and former
      directors and to companies controlled by the former directors for
      consulting fees and for expenses paid on behalf of the Company.
|   |                                                                                                                                                                                                                                                                             
|   | During the year ended December 31, 2007 the Company
      incurred $195,000 in management fees to its directors and officers (2006 -
      $100,500). (Refer to Note 9.)                                                                                                    
|   |                                                                                                                                                                                                                                                                             
|   | 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.                                                                         

55

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(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:

| |                                              |  | 2007     |   |  | 2006       |  
| | -------------------------------------------- |  | -------- | - |  | ---------- | -
| |                                              |  | $        |   |  | $          |  
| | Loss before income taxes                     |  | (598,783 | ) |  | (3,017,828 | )
| | Corporate tax rate                           |  | 34.1%    |   |  | 34.1%      |  
| |                                              |  |          |   |  |            |  
| | Expected tax expense (recovery)              |  | (204,185 | ) |  | (1,029,079 | )
| | Increase (decrease) resulting from:          |  |          |   |  |            |  
| | Amounts not
      deductible for tax         |  | 37,148   |   |  | 699,319    |  
| | Renounced exploration expenditures           |  | -        |   |  | 44,667     |  
| | Change in
      deferred tax asset valuation |  |          |   |  |            |  
| | allowance and other                          |  | 167,037  |   |  | 240,426    |  
| |                                              |  |          |   |  |            |  
| | Deferred tax provision (recovery)            |  | -        |   |  | (44,667    | )

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

| |                                                               |  | 2007       |   |  | 2006       |  
| | ------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
| |                                                               |  | $          |   |  | $          |  
| | Mineral properties tax base in excess of
      carrying value |  | 2,897,000  |   |  | 3,652,000  |  
| | Non-capital losses available                                  |  | 368,000    |   |  | 343,000    |  
| | Other                                                         |  | 18,000     |   |  | 18,000     |  
| | Potential deferred income tax assets                          |  | 3,283,000  |   |  | 4,013,000  |  
| | Less: valuation allowance                                     |  | (3,283,000 | ) |  | (4,013,000 | )
| | 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
$1,348,000 (2006 - $974,000) of non-capital losses which can be applied to
reduce future taxable income, expiring as follows:

Year of Expiry
    
    
    
    
    Amount$2008
    
    
    
    
    59,0002009
    
    
    
    
    59,0002010
    
    
    
    
    73,0002014
    
    
    
    
    212,0002015
    
    
    
    
    211,0002026
    
    
    
    
    307,0002027
    
    
    
    
    427,0001,348,000  The Company has certain resource related deductions
          and other losses of approximately $10,771,000 (2006 - $10,710,000) 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.


56

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

|8. | SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING
        AND FINANCING ACTIVITIES
|-- | ------------------------------------------------------------------------------------------

| |                                      |   | Year
      ended December, 2007 |  |   | Year
      ended December, 2006 | 
| | ------------------------------------ | - | ------------------------------- |  | - | ------------------------------- | 
| | Cash paid during the year
      for: |   |                                 |  |   |                                 | 
| | Interest                             | $ | 453                             |  | $ | 343                             | 
| | Income taxes                         | $ | -                               |  | $ | -                               | 

|    | During the year ended December 31, 2007, the Company
      issued 100,000 shares to satisfy a debt of $23,306.                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | During the year ended December 31, 2007, the Company
      issued 500,000 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.                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | During the year ended December 31, 2006, the Company
      issued 48,888,888 shares at a price of US$0.15 per share, for mineral
      property acquisitions (Notes 4 (c) and (d) )                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | During the year ended December 31, 2006, the Company
      issued 125,000 shares at a value of $51,772 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. As well, the
      existing consulting agreement for the president was revised to $7,500 a
      month and the existing consulting agreement for the corporate
      communications person was revised to $5,000 a month. All these agreements
      can be cancelled on 30 days notice to the other party in
writing.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10. | CONTINGENCY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 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 Hatchet and Smeaton
  properties.                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | As consideration for the Agreements the Company had
      issued 48,888,888 shares of common stock (the Consideration Shares) of
      the Company 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 48,888,888 Consideration shares, 15,000,000 shares
      were paid for the Hatchet Lake property and 33,888,888 shares were paid
      for the Smeaton property. Furthermore 3,888,888 shares of the
    Smeaton                                                                                                                                                                                                                                                                                                       

57

---

|ENTOURAGE MINING LTD.                     
|------------------------------------------
|(An Exploration Stage Company)            
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2007 AND 2006                
|(Stated in Canadian
      Dollars)        

|    | Consideration shares were paid to the property vendor,
      1010 and the remaining 45,000,000 shares were paid to CMKM with the
      proviso that these shares were to be distributed to the CMKM
      shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | In seeking to have the Agreements set aside, the Company
      claims that CMKM has breached the terms of the Agreements by not
      distributing the 45,000,000 shares to the CMKM shareholders as required by
      the Agreements; as well, the Company is seeking to have 1010 return the
      3,888,888 shares as 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 National Instrument 43-101 compliant report completed on
      the Smeaton property.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company has filed all required documentation with the
      courts for the process of examination for discovery but has not received
      the same from CMKM or 1010. The Company has requested of both defendants
      appropriate dates for trial but no response in forthcoming at the time of
      this report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The outcome of the above legal proceedings is not
      presently determinable, and the amount of the ultimate recovery, if any,
      can not be reasonably estimated at this time so no accrual has been
      recorded in the current year end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11. | GOVERNMENT GRANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company is entitled to apply for certain refundable
      tax credits 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 2007 the Company
      received a total of $150,723 in refundable taxes and mining duties (2006 
      $57,745) applied for in tax returns for December 31,
  2006.                                                                                                                                                                                                                                                                                                                                                       

58

---

ITEM 18.      FINANCIAL STATEMENTS

Not applicable. Financial statements are provided under Item
17.

ITEM 19.      EXHIBITS

1
      Certificate of Incorporation and Certificate of Amendment
          and Registration of Restated Articles and Bylaws *4
      Material Contractsa) Agreement dated March 17,
          2003, between the Company and the YK Group (incorporated by reference
          to the Companys 20-F dated June 06, 2003); *b) 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
          (Incorporated by reference to the Companys 20-F dated July 1,
          2005); *c) Agreement dated March 15,
          2005 between Fayz Yacoub and the Company whereby the Company can acquire
          a 100% interest in the Doran Uranium Property (Incorporated by reference
          to the Companys 20-F dated July 1, 2005); and *d) Agreement dated April 7,
          2005 between Star Uranium Corp. (formerly 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 (Incorporated
          by reference to the Companys 20- F dated July 1, 2005); and *e) 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 (Incorporated by reference
          to the Companys 20-F dated July 1, 2005); and *f) 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 (Incorporated
          by reference to the Companys 20-F dated July 1, 2005); and *g) Agreement between the Company
          and Star Uranium dated October 21, 2005 whereby the Company may acquire
          a 50% interest in the Hatchet Lake *h) 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 (Incorporated by reference to the Companys 6-K dated
          November 23, 2005); and *i) Agreement between the Company
          and 101047025 Saskatchewan Ltd. whereby the Company may acquire an 80%
          interest in the Smeaton Property (Incorporated by reference to the Companys
          6-K dated November 25, 2005); and *j) 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. **k) Entourage-101047025 Saskatchewan
          Ltd. claim file for the Smeaton Property; and **l) Smeaton Property location
          map with legend; and **m) Hatchet Lake Property map
          with legend.; and**n) Revised Smeaton claim file.
          ***o)
          Entourage-Abbastar Uranium Option Agreement Dated February 13, 2007p)
          Entourage Mining Company Ethics Policy31.1
      Section 302 Certification
          - CEO


59

---

31.2
      Section 302 Certification
          - CFO32.1
      Section 906 Certification
          - CEO32.2
      Section 906 Certification
          - CFO


*incorporated by reference from our registration statement on
Form F-1 that was originally filed with the Commission on December 4,
2003.**incorporated by reference from our filing on Form 20-f that was filed
with the Commission on July 06, 2006. *** incorporated by reference from our
filing on Form 20-f that was filed with the Commission on June 29, 2007.

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 statement on its behalf.

ENTOURAGE MINING LTD.

Dated: June 30, 2008

Gregory F Kennedy

Gregory F Kennedy President, Director

61

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