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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F

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

OR

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

For the fiscal year ended December 31,
  2009

OR

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

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

Date of event requiring this shell company report:
_______________

For the transition period from _______________to
_______________

Commission file number 000-50305

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

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

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

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

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|N/A                 | N/A                                      

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

Common Shares Without Par Value(Title
of Class)

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

None(Title of Class)

---

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report: 7,738,693 common shares issued and outstanding as
of December 31, 2009; and, 9,696,855 shares issued and outstanding as of the
date of this Report.

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

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

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

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

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

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

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

If this is an Annual Report, indicate by a check mark whether
the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act)

[   ] Yes      [X] No

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ENTOURAGE MINING LTD.Form 20-F Annual ReportTable of Contents

|PART
      I    |                                                                                    | 4 
|--------------- | ---------------------------------------------------------------------------------- | --
|                |                                                                                    |   
|ITEM
      1    | IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 4 
|ITEM
      2.   | OFFER
      STATISTICS AND EXPECTED TIMETABLE                                      | 4 
|ITEM
      3.   | KEY
      INFORMATION                                                              | 4 
|ITEM
      4.   | INFORMATION
      ON THE COMPANY                                                   | 7 
|ITEM
      4A.  | UNRESOLVED
      STAFF COMMENTS                                                    | 14
|ITEM
      5.   | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS                                 | 14
|ITEM
      6.   | DIRECTORS,
      SENIOR MANAGEMENTS AND EMPLOYEES                                  | 17
|ITEM
      7.   | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 20
|ITEM
      8.   | FINANCIAL
      INFORMATION                                                        | 21
|ITEM
      9.   | THE
      OFFER AND LISTING                                                        | 22
|ITEM
      10.  | ADDITIONAL
      INFORMATION                                                       | 23
|ITEM
      11.  | QUANTITATIVE
      AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                    | 28
|ITEM
      12.  | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 28
|                |                                                                                    |   
|PART
      II   |                                                                                    | 28
|                |                                                                                    |   
|ITEM
      13.  | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                              | 28
|ITEM
      14.  | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 28
|ITEM
      15.T | CONTROLS
      AND PROCEDURES                                                      | 28
|ITEM
      16.A | AUDIT
      COMMITTEE FINANCIAL EXPERT                                             | 29
|ITEM
      16.B | CODE
      OF ETHICS                                                               | 29
|ITEM
      16.C | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                       | 29
|ITEM
      16.D | EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   | 30
|ITEM
      16.E | PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 30
|ITEM
      16.F | CHANGE
      IN REGISTRANTS CERTIFYING ACCOUNTANT                                 | 30
|ITEM
      16.G | CORPORATE
      GOVERNANCE                                                         | 30
|                |                                                                                    |   
|PART
      III  |                                                                                    | 30
|                |                                                                                    |   
|ITEM
      17.  | FINANCIAL
      STATEMENTS                                                         | 30
|ITEM 18.        | FINANCIAL
      STATEMENTS                                                         | 52
|ITEM 19.        | EXHIBITS                                                                           | 52

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 financial statements,
which were examined by our independent auditors. This information should be read
in conjunction with financial statements included in this annual report.

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

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

|                               | Year Ended 12/31/09 | Year Ended 12/31/08 | Year Ended 12/31/07 | Year Ended 12/31/06 | Year Ended 12/31/05
|------------------------------ | ------------------- | ------------------- | ------------------- | ------------------- | -------------------
|Revenue                        | Nil                 | Nil                 | Nil                 | Nil                 | Nil                
|Net Income (Loss)              | (727,683)           | (414,840)           | (598,783)           | (2,973,161)         | (10,068,841)       
|Earnings(Loss) Per Share (1)   | (0.11)              | (0.05)              | (0.08)              | (0.40)              | (5.71)             
|Dividends Per Share (1)        | Nil                 | Nil                 | Nil                 | Nil                 | Nil                
|Wtd. Avg. No. Shares (1)       | 6,378,834           | 7,698,191           | 7,675,144           | 7,438,028           | 1,764,754          
|                               |                     |                     |                     |                     |                    
|Working Capital                | (239,318)           | (553,551)           | (139,410)           | 87,596              | 323,563            
|Mineral Properties             | Nil                 | Nil                 | Nil                 | Nil                 | Nil                
|Long Term Debt                 | Nil                 | Nil                 | Nil                 | Nil                 | Nil                
|Shareholders Equity (Deficit) | (237,769)           | (551,487)           | (136,647)           | 91,312              | 328,583            
|Total Assets                   | 14,427              | 16,673              | 22,570              | 193,763             | 514,036            

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

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

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Since June 1, 1970, the government of Canada has permitted a
floating exchange rate to determine the value of the Canadian dollar as compared
to the United States dollar. On April 28, 2010, the exchange rate in effect for
Canadian dollars exchanged for United States dollars (the US dollars that a
Canadian dollar buys) was $.0.9874. 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 October 1,
2009 to March 31,2010, 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            | Average         
|------------------------ | ----------------
|                         |                 
|Year ended Dec 31, 2009  | $0.8757         
|Year ended Dec 31, 2008  | $0.9441         
|Year ended Dec. 31, 2007 | $0.9913         
|Year ended Dec 31, 2006  | $0.8789         
|Year ended Dec 31, 2005  | $0.8818         
|                         |                 
|                         |                 
|Monthly Period           | Low - High      
|                         |                 
|Month ended Oct 31, 2009 | $0.9123-$0.9755 
|Month ended Nov 30, 2009 | $0.9234-$0.9590 
|Month ended Dec 31, 2009 | $0.9304 -$0.9687
|Month ended Jan 31, 2010 | $0.9350 -$0.9780
|Month ended Feb 28, 2010 | $0.9283- $0.9642
|Month ended Mar 31, 2010 | $0.9470- $0.9938

The above information was obtained from the Bank of Canada.

3.B Capitalization and indebtedness

Not applicable

3.C Reasons for the offer and use of proceeds

Not applicable

3.D Risk factors

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

We have a history of losses.

We have incurred losses in our business operations since
inception, and we expect that we will continue to lose money for the foreseeable
future. From our incorporation to December 31, 2009, we have incurred net losses
totaling $16,698,240. Very few junior resource companies ever become profitable
and typically incur large losses until they enter production or are able to sell
a mineral property to a major resource company. Failure to achieve and maintain
profitability may adversely affect the market price of our common shares.

Very few mineral properties are ultimately developed into
producing mines.

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

5

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

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

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

Our current operating funds are less than necessary to acquire
an interest in, and to conduct exploration on, a mineral property, and therefore
we will need to obtain additional financing in order to complete our business
plan. As at December 31, 2009, we had cash on hand of $2,212 and a working
capital deficiency of $239,318. Our business plan calls for significant expenses
in connection with the acquisition and exploration of mineral claims. We will
require additional financing in order to complete these activities. In addition,
we will require additional financing to sustain our business operations if we
are not successful in earning revenues once we complete exploration on any
mineral property we acquire. We do not currently have any arrangements for
financing and we can provide no assurance to investors that we will be able to
find such financing if required.

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

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

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

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

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

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

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

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

Metal prices fluctuate widely.

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

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.

6

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Our operations may be adversely affected by environmental
regulations.

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

We do not maintain environmental liability insurance.

The trading market for our shares is not always liquid.

Although our shares trade on the OTC Bulletin Board of the
Financial Industry Regulatory Authority, Inc. (FINRA), the volume of shares
traded at any one time can be limited, and, as a result, there may not be a
liquid trading market for our shares. We also cannot assure you that any other
market will be established in the future. The price of our common stock may be
highly volatile and your liquidity may be adversely affected in the future.

Our common stock is thinly traded, so you may be unable to
sell at or near ask prices or at all if you need to sell your shares to raise
money or otherwise desire to liquidate your shares.

There is limited market activity in our stock and we are too
small to attract the interest of many brokerage firms and analysts. We cannot
give you any assurance that a broader or more active public trading market for
our common stock will develop or be sustained. While we are trading on the
Over-The-Counter Bulletin Board (OTC), our trading volume may be limited by
the fact that many major institutional investment funds, including mutual funds,
as well as individual investors follow a policy of not investing in OTC stocks
and certain major brokerage firms restrict their brokers from recommending OTC
stocks because they are considered speculative, volatile, thinly traded and the
market price of the common stock may not accurately reflect our underlying
value. The market price of our common stock could be subject to wide
fluctuations in response to quarterly variations in our revenues and operating
expenses, announcements of new products or services by us, significant sales of
our common stock, the operating and stock price performance of other companies
that investors may deem comparable to us, and news reports relating to trends in
our markets or general economic conditions.

Our securities may be subject to penny stock regulation.

Our stock is 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 and principal office is located at 614 
475 Howe Street, Vancouver, British Columbia, Canada. Our telephone number is
(604)-669-4367

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.

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

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

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

4.B Business overview

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

- An unencumbered 100% interest in the Pires Gold Project located in Goias
  State, Central Brazil; and
- An unencumbered 65% interest in 47 prospective uranium claim blocks in
  Costebelle Township known as the Doran property in eastern Quebec.

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

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

Competition

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

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

The Company is exploring for gold in Central Brazil. Many
factors have caused the price of gold to escalate to $1160 per oz. as of April
1, 2010 from $240 per ounce in 2002. There are many junior gold exploration
companies in direct competition with the Company and a discovery of gold
mineralization by the Company would not have any effect on the price of gold.

The Company is prospecting for uranium in Quebec. It is
anticipated that uranium generated power will become more popular in the decades
to come as rising oil prices and political strife in the worlds oil producing
regions continue. The price of U3O8 (yellow cake) had risen from $7US/ lb in
2005 to $135US/lb. in early 2007. The weekly spot price for U3O8 as at April1,
2010 was US$41.60.

Regulations

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

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

8

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

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

Management & Employees

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

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

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

Office Space

We utilize about 700 square feet of office space in Vancouver,
British Columbia. Our rent is approximately $1,600 per month.

4.C Organizational structure

Not applicable

4.D Property, plant and equipment

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

The Pires Gold Project

Option Agreement and Claim Information

On June 17, 2009, the Company signed a definitive Mineral
Option agreement (the Option) with Infogeo Locaçeos Ltda. (Infogeo), a
private Brazilian company, whereby the Company has the option to earn a 100%
unencumbered interest in the Pires Gold Project (formerly known as the Buon
Sucesso Proyecto) situated in southern Goiás State, Central Brazil.

When acquired, the Pires Gold Project consisted of 5 mineral
licenses covering more than 8501 hectares (21,000 acres) located 2.5 hours drive
from Brasilia and about 1 hour outside of the small city of Pires do Rio, Goiás
State. Subsequent to the acquisition, the Company dropped two of the
southernmost claim blocks and acquired 5 new claims: the Garimpo (acquired July
2009) and four other claim blocks surrounding the original land package. At
present, the total package is approximately 12, 000 hectares. Subsequent to the
changes indicated the property is rectangular in shape and is approximately 8
kilometers long and 5 kilometers wide.

The Pires Property covers sericite schist, chlorite schist and
quartzites that have been intensely weathered under oxidizing tropical
conditions. Metamorphic foliation of the schists and quartzites dips mainly to
the west, and appears to be tightly folded. These metamorphic rocks belong to
the Brasilia Belt, a region where terrains from the west have been thrust
eastward over the ancient (Archean) Sao Francisco craton.

Under the terms of the Option, the Company must expend:

Expenditure Option

To earn a 40% interest in the property
(First Milestone), in year one:

| | (i) | pay to the Optionor (or its nominee) USD $50,000 as
      follows:
| | --- | ------------------------------------------------------------------
| |     | (A)                                                               
| |     | (B)                                                               

9

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| | (ii)  | expend not less than USD $300,000 (the First
      Target) in exploration expenditures on the property on or before May 31,
      2010.   
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | Entourage agrees to pay an additional $10,000
      USD (paid) upon approval of the DNPM of the new license covering the
      Garimpo area.

To earn an additional 20% (60% Total)
interest in the property (Second Milestone), in year two:

| | (i)  | paying USD $100,000 to the Optionor (or its
      nominee) on or before January 16, 2010 (paid), and                                                                                                                                                                         
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | expend not less than USD $300,000 (less the
      amount by which any exploration expenditures pursuant to item (ii) of the
      First Milestone exceeded the First Target) (the Second Target) in
      exploration expenditures on the property before January 16, 2011.

To earn an additional 15% (75% Total)
interest in the property option (Third Milestone), in year three:

| | (i)  | issue the Optionor 100,000 common shares of the Company
      on or before January 16, 2011 (subject to any regulatory approvals
      required), and                                                              
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | expend up to USD $1,000,000 to complete and submit a
      final report by January 16, 2012, (Any excess expended in years one and
      two is to be applied against this $1,000,000 expenditure
    requirement.)

Option to Purchase 25%(100%
Total) (Upon completion of the Third Milestone)

Purchase up to 20% of an interest in
the property, by paying the Optionor USD$1,000,000 for each 5% incremental
interest in the Property, and USD $2,000,000 for the remaining 5% interest.

Pires Property Description

The Company is exploring for Sediment Hosted Vein (SHV) gold
deposits gold on 6 mineral licenses (two claim blocks deleted in the Spring
2010) covering 8,797.7hectares in southern Goiás State, Brazil. Another 4
licenses have been applied for which will extend the property north, east and
west by 8000 hectares when the application process is completed. In January
2010, the Company filed two reports to relinquish two claims at the southernmost
portion of the property where sampling indicated little mineralization.

Location and Accessibility

Access to the Pires is good, with the property being a
two-and-a-half hour drive from Brasilia (capital of Brazil) on a paved highway
that crosses the licences. The licences comprise the Pires Property (Pires),
upon which Entourage has an option agreement to acquire up to 100% from the
Brazilian property holder Infogeo Locaçeos Ltda. (Infogeo). Under the
agreement, Entourage can earn a 40% interest in the property upon completion of
US$300,000 of exploration work before May 31, 2010. By completing another
US$300,000 of work before January 16, 2011 and paying the landholder 100,000
shares of Company stock, Entourage can earn a 60% interest in all the licenses.
If Entourage then defines a minable deposit to the satisfaction of the Brazilian
government, Entourage will then earn a 75% interest by completing another
US$1,000,000 of work before January 16, 2012 and paying the landholder 100,000
shares of Company stock before January 16, 2011 and the Company has an option to
acquire up to the remaining 25% for up to US$6 million.

2009 Exploration Program

The exploration program began with due diligence replication of
reported highly enriched gold float samples. Entourage has collected float
quartz vein, outcrop and soil samples with enriched gold concentrations. The
five highest gold (Au) values to date are 405 grams per tonne (g/t), 297 g/t,
114, g/t, 80 g/t, 77 g/t, 70 g/t and 55 g/t (analyses completed at SGS-Geosol
and Intertek Laboratories in Brazil, and ACME Analytical Laboratory in Canada).
These highly enriched samples were collected from different parts of the
property located up to 15 km apart on strike. Hand trenching has succeeded in
exposing some of these occurrences as undeformed quartz veins in or close to
bedrock near the float samples, and locally abundant concentrations suggest that
other samples are also proximal to source.

The Pires Property covers metasedimentary strata that were
deformed during the Neoproterozoic compressional event that formed the Brasilia
thrust belt. Syn-deformational quartz veins and boudins comprise one of the two
deposit types targeted for exploration on the Pires Property. Post deformational
quartz veins carrying high values of gold possibly associated with the regional
Transbrasiliano extensional event in the latest Neoproterozoic are the second
deposit type targeted at Pires. Mineralization of the second, undeformed
extensional quartz vein type is described in 2 places on the Property (the
Garimpo, and Point 1 areas) located more than 13 km apart. To date, no
mineral resource or reserves have been defined on the Property. The Pires
Property merits further exploration and a two-phase program is recommended
herein. Phase 1 includes: continuing surface sampling in unsampled or minimally
sampled areas of the Property; completion of ongoing structural and geological
mapping; surface geochemistry; hand trenching; a ground magnetic test grid; and
450 m of drilling. The estimated budget of the recommended Phase 1 program is
CDN$220,500. Phase 1 should be completed by May 31, 2010. Phase 2 is dependent
on the results of Phase 1, and recommends further exploration work estimated at
another CDN$580,000. The largest recommended expenditure for Phase 2 is drilling
to test an assumed 3 or 4 target areas, dependent on the results of Phase 1. On
February 17, 2010, the Company filed, on SEDAR and EDGAR, a National Instrument
43-101 compliant report on the Pires property.

10

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On April 4, 2010, the Company began drilling the first targets
identified on the Point 1 area (claim 860715/2006). As of this report, the
initial three holes have been drilled and results are pending. The Company
intends to drill a minimum of 600 meters and intends to drill two holes in the
Garimpo area (86087/2009) subject to drill availability.

The Doran Uranium Property

Option Agreement and Claim Data

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

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

Pertinent claim data is as follows:

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

11

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|CDC 0048660  | 11  | 23  | 54.95
|------------ | --- | --- | -----
|CDC 0048661  | 12  | 22  | 54.94
|CDC 0048662  | 12  | 23  | 54.94
|CDC 0048663  | 13  | 22  | 54.93
|CDC 0048664  | 13  | 23  | 54.93
|CDC 0048665  | 06  | 21  | 55.00
|CDC 0048666  | 06  | 22  | 55.00
|CDC 0048667  | 07  | 21  | 54.99
|CDC 0064114  | 08  | 20  | 54.98
|CDC 0064115  | 08  | 21  | 54.98
|CDC 0064116  | 09  | 20  | 54.97
|CDC 0064117  | 09  | 21  | 54.97
|CDC 0064118  | 10  | 21  | 54.96
|CDC 0064119  | 12  | 21  | 54.94
|CDC 0064120  | 12  | 24  | 54.94
|CDC 0064121  | 13  | 21  | 54.93
|CDC 0064122  | 13  | 24  | 54.93
|CDC 0064123  | 14  | 21  | 54.92
|CDC 0064124  | 14  | 24  | 54.92
|CDC 0064125  | 15  | 21  | 54.91
|CDC 0064126  | 15  | 22  | 54.92
|CDC 0064127  | 15  | 23  | 54.92
|CDC 0064128  | 15  | 24  | 54.92
|CDC 2024598  | n/a | n/a | 54.92
|CDC2024599   | n/a | n/a | 54.92
|CDC 0097498* | n/a | n/a | 50.12

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

Location and Accessibility

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

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

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

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

Exploration

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

12

---

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

We expended $245,591 in exploration work on the property in
fiscal year 2005 and a National Instrument 43-101 compliant report by Eric
Ostensoe (P.Geo.) was commissioned. In late February 2006, Mr. Ostensoe
completed his report and the Company posted the report on SEDAR and EDGAR (March
9, 2006) as well as on our website. In April 2007 an updated NI 43-101 Technical
Report was prepared by Michel Proulx, M.Sc., P. Geo and Michel Boilly, Ph.D.,
P.Geo, both Qualified Persons as that term is described in National Instrument
43-101, and this report was filed on SEDAR by Abbastar Holdings Ltd. on May 2,
2007.

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

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

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

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

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

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

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

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

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

13

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

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

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

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

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

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

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

North section of the Doran property:

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

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

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

South section of Doran property:

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

The completion of the Fall 2008 exploration program earned
Abbastar an additional 15% interest in the property and Abbastar has now earned
a 35% interest in the Doran property. As of December 31, 2009, Abbastar had
earned a 35% interest in the Doran property but, has allowed the balance of
their option to expire.

|ITEM 4A.        | UNRESOLVED STAFF COMMENTS                         
|--------------- | --------------------------------------------------
|                |                                                   
|Not applicable.
|                |                                                   
|ITEM 5.         | OPERATING AND FINANCIAL REVIEW AND
      PROSPECTS

5.A Operating results

Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an 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 our Company. We must raise cash to implement our
project and stay in business. Even if we raise money, we do not know how long
the money will last. It depends upon the amount of exploration we conduct and
the cost thereof.

14

---

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 annual report. We are not going to buy
or sell any plant or significant equipment during the next twelve months. We
will not buy any equipment until we have located a body of minerals and we have
determined they are economical to extract from the land.

Year ended December 31, 2009 compared to year ended
December 31, 2008

Our loss (as well as operating expenses) for the year ended
December 31, 2009 (Annual 2009) totaled $727,683or $0.11 per share
compared to $414,840 or $0.05 per share for the period ended December 31, 2008
(Annual 2008). The losses in Annual 2009 were higher mainly because:

- The Company expended $262,182 in mineral property acquisition and
  exploration costs in Annual 2009, whereas we expended $nil in mineral property
  acquisition and exploration costs in Annual 2008 because all the Doran
  propertys costs were Abbastars responsibility. During Annual 2008 we
  received a refund of $9,485 from the Nevada division of the Bureau of Land
  Management and received a $49,237 refund from the Quebec government in
  exploration tax credits from previous years, while in Annual 2009 we received
  $nil in any government refunds relating to exploration work.
- During Annual 2009 the stock based compensation expense was $228,510
  whereas during Annual 2008 the stock based compensation was nil.
- As a result of increased business activities during Annual 2009, the office
  and sundry expenses were $41,932 whereas during Annual 2008 the office and
  sundry expenses were $34,231.
- Professional fees were $108,462 during Annual 2009 compared to $62,006
  during Annual 2008. This was due to the completion of litigation during annual
  2009 with CMKM and 1010 and the increase in legal costs to effect a 10:1
  reverse stock split in March 2009.

However during Annual 2009 the losses were partly reduced by
the following decreased expenses:

- During Annual 2009, management fees were $78,000 compared to $300,000
  during Annual 2008. This was due to the elimination of management contracts at
  December 31, 2008.
- During annual 2009 the consulting fees were $nil compared to $60,000 during
  Annual 2008. This was due to elimination of a consulting contract at December
  31, 2008.
- The promotion and travel expenses were $5,844 in Annual 2009 compared to
  $15,758 in Annual 2008 due to reduced promotional activities.

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

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

- The Company expended $nil in mineral property acquisition and exploration
  costs in Annual 2008 because all the Doran propertys costs were Abbastars
  responsibility. During Annual 2008 we received a refund of $9,485 from the
  Nevada division of the Bureau of Land Management and received a $49,237 refund
  from the Quebec government in exploration tax credits from previous years,
  while in Annual 2007 we expended a net total of $61,462 in mineral property
  acquisition and exploration costs. This constituted primarily of the option
  payments of $75,000 cash and 500,000 shares ($175,530) for the Doran (Quebec)
  uranium property (which were reduced by $100,000 received from

15

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- During Annual 2008 the stock based compensation expense was nil whereas
  during Annual 2007 the stock based compensation (which mostly resulted from
  re-pricing of existing 505,000 stock options to US$2.50 per share) was
  $113,074.
- As a result of reduced business activities during Annual 2008, the office
  and sundry expenses were $34,231 whereas during Annual 2007 the office and
  sundry expenses were $56,532; similarly, promotion and travel expenses were
$15,758 in Annual 2008 compared to $77,481 in Annual 2007.

However, during Annual 2008 management fees were $300,000
compared to $195,000 during Annual 2007. This was due to revised fee agreements.
Professional fees were $62,006 during Annual 2008 compared to $34,568 for Annual
2007. This was due to ongoing litigation during annual 2008 with 101047025
Saskatchewan Ltd. and CMKM Diamonds Inc.

5.B Liquidity and capital resources

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

On December 31, 2009 the Company had $2,212 in cash compared to
$894 on December 31, 2008. On December 31, 2009 we had a negative working
capital position of $239,318 compared to a negative working capital position of
$553,551 on December 31, 2008.

During the year ended December 31, 2009, the Company completed
a non-brokered private placement of 4,037,500 units at a price of U.S$0.15 each
for a total proceed of $683,057, and the Company received total proceed of
$74,693 from exercise of warrants.

During the year ended December 31, 2008 we received no monies
from issuances of any common shares.

We received net cash of $473,300 from financing activities in
2009, as compared to 309,099 in 2008 and $149,215 in 2007. The net cash received
from financing activities in 2009 consists of $26,862 from a loan payable,
$337,686 as repayment to due to related parties, $757,749 in net proceeds from
the sale of our common stock, and $26,375 in subscriptions received.

Subsequent to December 31, 2009, the Company completed a
non-brokered private placement of 1,613,162 units at a price of U.S. $0.15 each.
Each unit consists of one common share and one share purchase warrant, each
warrant enabling the purchaser to buy an additional share for a period of one
year at a price of US $0.25 each.

On February 18, 2010, Ansell Capital Corp., (Ansell) a TSX
Venture listed company advanced the Company $75,000 CDN, pursuant to a Letter of
Intent to a possible Plan of Arrangement among the companies; these monies were
used to pay down the Companys accounts payable; furthermore, Ansell set up an
exploration expense account to allow Ansell to expend $200,000 USD as due
diligence before making a definitive decision to effect the Plan of
Arrangement.

We do not need any funds in the near future for the exploration
work on our Doran property since the Company is the 65% unencumbered owner of
the Doran property. However, we need to raise funds soon to fund our ongoing
general and administrative costs, although there is no guarantee that we will be
able to do so.

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

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

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

We did not have any research and development expenditures in
the year ended December 31, 2009 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 in a market that is dominated by
senior producers Cameco (Canada), Areva (formerly Cogema, France) Energy
Resources (Australia), Denison (Canada) and SXR (South Africa). The market for
uranium is a homogeneous, integrated commodities market.

The market is not one that is particularly susceptible to the
influence of one or more large suppliers or buyers. The world average grade from
producing uranium mines is 0.15 per cent U3O8, with spot uranium prices having
risen from a cyclical low of US$7.10 (U.S.) per pound in late 2000 to US$135/lb. on June 11,
2007. The weekly spot price for U3O8 as at April 26, 2010 was US$41.50/lb.

16

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The Pires property is prospective for gold. Gold is a highly
liquid commodity that trades continuously for 24 hours per day in various
locations worldwide including New York, London, Sydney and Hong Kong. Brazil
hosts many gold deposits of varying grades and sizes. Should our property become
a producer, its impact on world gold supplies and price would be negligible.

5.E Off-balance sheet arrangements

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

5.F Tabular disclosure of contractual obligations

None

5.G Safe harbor

Not applicable.

|ITEM 6. | DIRECTORS, SENIOR MANAGEMENTS AND
  EMPLOYEES
|------- | ---------------------------------------------

6.A Directors and senior management

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

|Name of Director                                                    | Age | Principal Occupation                    
|------------------------------------------------------------------- | --- | ----------------------------------------
|                                                                    |     |                                         
|Gregory F. Kennedy
      President, Director Victoria, BC           | 60  | President of the Company                
|                                                                    |     |                                         
|Dr. Paul Shatzko
      Director, Chairman and Secretary Langley, BC | 76  | Director, Chairman and
      Secretary  
|                                                                    |     |                                         
|Michael B. Hart Director,
      Roberts Creek, BC                   | 61  | Director                                
|                                                                    |     |                                         
|Executive Officers:                                                 |     |                                         
|                                                                    |     |                                         
|Name of Officer                                                     | Age | Office                                  
|                                                                    |     |                                         
|Gregory F. Kennedy                                                  | 60  | President, Chief Executive
      Officer
|Paul Shatzko                                                        | 76  | Secretary and Chairman                  
|Pradeep Varshney                                                    | 53  | 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:

17

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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 our company. Since May 2003, Greg Kennedy has been a
director of the Company. In July 2002, Mr. Kennedy became a Director of Abbastar
Holdings 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 October 2007, he has been a director
and secretary of Trijet Mining Corp.

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, Chairman and
Secretary

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. Since October 2007, he has been a
director and President of Trijet Mining Corp.

Michael B. Hart - Director

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, did not stand for re-election at the Annual
General Meeting in 2009.

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 16 years. Since October
2007, he has been a director and CFO of Trijet Mining Corp. He was formerly the
CFO of Mountain Province Diamonds Inc. and Gee-Ten Ventures Inc.

6.B Compensation

We are required, under applicable securities legislation in
Canada, to disclose to our shareholders details of compensation paid to our
directors. The following fairly reflects all material information regarding
compensation paid to our directors in our fiscal year ended December 31,
2009

18

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Summary Compensation
Table

|NAME AND PRINCIPAL
    POSITION                                             | YEAR                                                | ANNUAL COMPENSATION                        | LONG-TERM COMPENSATION
|--------------------------------------------------------------------------- | --------------------------------------------------- | ------------------------------------------ | ----------------------
|Salary ($)                                                                  | Bonus ($)                                           | Other Annual
        
    Compensation ($) | Awards                
|Restricted Stock Awards ($)                                                 | Securities 
      Underlying Options/
    SARs (#)
|Gregory F. Kennedy,
      President, Chief Executive
    Officer & Director | 2009                                                | Nil                                        | Nil                   
|Michael Hart, Secretary &Director                                           | 2009                                                | Nil                                        | Nil                   
|Paul Shatzko, Chairman & Director                                           | 2009                                                | Nil                                        | Nil                   

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.

No director currently has service contracts with us, nor are
they entitled to any termination benefits.

We do not have an executive committee.

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

6.D Employees

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

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 Shares1
|------------------ | ---------------------- | ----------------------------------------------
|Gregory F. Kennedy | 825,000                | 8.6%                                          
|Paul Shatzko       | 809,6662               | 8.4%                                          
|Michael Hart       | 450,000                | 4.7%                                          
|Pradeep Varshney   | 438,2003               | 4.5%                                          

| | 1. | Based on 9,696,855 issued and outstanding shares as of
      the date of this Report.
| | -- | -------------------------------------------------------------------------------------
| | 2. | Includes common shares held by spouse,                                               
| | 3. | Includes common shares held by
spouse                                                

19

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

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

|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS
|------- | -------------------------------------------------------

7.A Major shareholders

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

As of the date of this annual report, there are 9,696,855common shares issued and outstanding in our capital stock. We were
authorized to issue 100,000,000 common shares at December 31, 2009; subsequent
to December 31, 2009, the Company changed its authorized capital to unlimited*.

*Notice of Alteration electronically filed with the BC
Registrar of Companies on April 22, 2010 at 9:02 am PDT.

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 Total
|----------------- | ---------------- | -------------------
|Gregory F Kennedy | 825,000          | 8.5%               
|Paul Shatzko      | 809,666          | 8.4%               

Of our 79 registered shareholders, 46 shareholders are Canadian
residents (who hold approximately 67.1% of our issued and outstanding shares),
28 shareholders are United States residents (who hold approximately 30.3% of our
issued and outstanding shares) and 5 shareholders are foreign residents (who
hold approximately 2.6% of our issued and outstanding shares).

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

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

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

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

7.B Related party transactions

During the Fiscal Year Ended December 31, 2009

Amounts payable to related parties as of December 31, 2009 of
$91,066 (2008 - $428,752) is owing to directors, to a company controlled by an
officer, and to a public company with directors in common, for management fees,
consulting fees and for expenses paid on behalf of the Company. The amounts are
non-interest bearing, unsecured, and have no fixed terms of repayment.

20

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During the year ended December 31, 2009 the Company incurred
$78,000 (2008 - $300,000 and 2007 - $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.

From January 1, 2010 to the date of this report

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

7.C.Interests of experts and counsel

Not Applicable

|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------

8.A Consolidated Statements and other
Financial Information

The following financial statements for the year ended December
31, 2009 with comparatives for December 31, 2008 and December 31, 2007 (except
for the balance sheet, which does include comparative for December 31, 2007),
have been audited by an independent auditor, are accompanied by an audit report
and are attached and incorporated herein:

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

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

Export Sales

We have not had any export sales in our latest financial year
ended December 31, 2009 and, as a result, the percentage of export sales for the
Company was zero.

Legal Proceedings

On August 27, 2007 we filed a Writ of Summons and Statement of
claim against 101047025 Saskatchewan Ltd. (1010) and CMKM Diamonds Inc.
(CMKM) for breach of contract of the October 20, 2005 Mineral Property Option
and Assignment Agreements among the parties. We sought to have the Supreme Court
of British Columbia set aside the aforementioned contracts for failure, on
behalf of the defendants, to complete the terms as set out in those contracts.
In October 2008 we entered into a proposed settlement agreement that was
subsequently agreed to verbally by all parties. This settlement became effective
July 03, 2009 and all legal matters among the Company and CMKM have been
resolved definitively.

As a result of the settlement, CMKM returned 4,500,000 common
shares of the Company in exchange for a cash payment of US $85,000 (paid). The
shares were returned to treasury and cancelled. The Company has also settled its
claims with 1010 and agreed to return the Smeaton properties in return for the
withdrawal of all claims against the Company by 1010.

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

Dividend Policy

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

21

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8.B Significant Changes

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

|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------

9.A.  Offer and listing details

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

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

|Annual Periods                       | High  | Low  
|------------------------------------ | ----- | -----
|January 1, 2005 to December 31, 2005 | $6.10 | $1.10
|January 1, 2006 to December 31, 2006 | $5.30 | $1.70
|January 1, 2007 to December 31, 2007 | $3.30 | $0.60
|January 1, 2008 to December 31, 2008 | $1.00 | $0.10
|January 1, 2009 to December 31, 2009 | $0.75 | $0.11

Quarterly Periods

|                                     | High  | Low  
|------------------------------------ | ----- | -----
|January 1, 2008 to March 31, 2008    | $0.80 | $0.30
|April 1, 2008 to June 30, 2008       | $1.00 | $0.30
|July 1, 2008 to September 30, 2008   | $0.80 | $0.20
|October 1, 2008 to December 31, 2008 | $0.70 | $0.10
|January 1, 2009 to March 31, 2009    | $0.75 | $0.10
|April 1, 2009 to June 30, 2009       | $0.72 | $0.12
|July 1, 2009 to September 30, 2009   | $0.60 | $0.25
|October 1, 2009 to December 31, 2009 | $0.50 | $0.27
|January 1, 2010 to March 31, 2010    | $0.48 | $0.21

Monthly Periods

|              | High  | Low  
|------------- | ----- | -----
|October 2009  | $050  | $0.27
|November 2009 | $0.47 | $0.32
|December 2009 | $0.30 | $0.20
|January 2010  | $0.35 | $0.21
|February 2010 | $0.48 | $0.24
|March 2010    | $0.40 | $0.21

9.B Plan of distribution

Not applicable

9.C Markets

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

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

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

9.D Selling shareholders

Not applicable

22

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9.E Dilution

Not applicable

9.FExpenses of the issue

Not applicable

|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------

10.A Share
  Capital

Not Applicable.

10.BMemorandum and articles of
association

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

|1. | Our Memorandum and Articles of Incorporation do not limit
      in any manner our business purpose. As such, no provision relating to the
      same is contained in the Memorandum or Articles of
Incorporation.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                  
|2. | Directors                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                  
|   | a.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|   | b.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|   | c.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|   | d.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|   | e.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|3. | Shares                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                  
|   | a.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|   | b.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|   | c.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|   | d.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|   | e.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|   | f.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                  
|   | g.                                                                                                                                                                                                               

23

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

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

| | 1. | Agreement dated March 15, 2005 between Fayz Yacoub and
      the Company, and amended March 6, 2007 whereby the Company can acquire a
      100% interest in the Doran Uranium Property (referenced by way of the
      Companys 20- F filed with the SEC on July 1, 2005);                                                                     
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                  
| | 2. | Agreement dated April 21, 2005 between the Company and
      CMKM Diamonds, Inc. whereby CMKM may acquire up to a 10% interest in the
      Companys Black Warrior Project (referenced by way of the Companys 20-F
      filed with the SEC on July 1, 2005);                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                  
| | 3. | Assignment Agreement dated October 20, 2005 between the
      Company and CMKM Diamonds Inc., whereby the Company assumed all of the
      rights of CMKM, if any, in the Hatchet Lake Property (referenced by way of
      the Companys 6-K filed with the SEC on November 23, 2005);                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                  
| | 4. | Agreement dated October 20, 2005 between the Company and
      101047025 Saskatchewan Ltd., whereby the Company may acquire up to 80%
      interest in the Smeaton/Forte a la Corne properties (referenced by way of
      the Companys 6-K filed with the SEC on November 25, 2005); and                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                  
| | 5. | Agreement dated February 13, 2007 between the Company and
      Abbastar Uranium Corp. (formerly Abbastar Holding Ltd.) whereby Abbastar
      may earn up to 70% interest in the Doran uranium prospect in Costebelle
      Township, Quebec. (referenced by way of the Companys 6-K filed February
      14, 2007).                           
| |    |                                                                                                                                                                                                                                                                                                                                                  
| | 6. | Agreement dated June 17, 2009 between the Company and
      Infogeo Servicos e Locacoes Ltda,, whereby the Company can earn a 100%
      interest in the Pires gold project in south central Brazil.                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                  
| | 7. | Letter of Intent (LOI) signed February 18, 2010 with
      Ansell Capital Corp., (Ansell) a TSX Venture listed company, pursuant to
      which Ansell proposes to acquire all of the outstanding and issued shares
      of the Company through a plan of arrangement (the Arrangement) under the
      British Columbia Corporations Act.

24

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10.D Exchange Controls

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

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

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

10.E Taxation

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

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.

25

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

Distributions on common shares of the Company

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

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

Foreign Tax Credit

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

Disposition of common shares of the Company

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

Certain Canadian Federal Income Tax Consequences

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

26

---

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

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

10.ISubsidiary information

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

27

---

|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
      MARKET RISK
|-------- | ---------------------------------------------------------------

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

|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES
|-------- | ------------------------------------------------------------

Not applicable.

PART II

|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES
|-------- | -----------------------------------------------

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

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

Not applicable

|ITEM 15.T | CONTROLS AND PROCEDURES
|--------- | -----------------------

Our Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of our disclosure controls and procedures as of
December 31, 2009, pursuant to Rule 13a-15(b) of the Exchange Act. Based no this
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the Companys disclosure controls and procedures were not
effective as of December 31, 2009.

Managements Annual Report on Internal Control Over
Financial Reporting

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

As of December 31, 2009, 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, 2009 and communicated the matters to our management and board
of directors.

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

28

---

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.

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

Changes in Internal Control over financial reporting

During the year ended December 31, 2009, there were no changes
in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

|ITEM 16.  | [reserved]                      
|--------- | --------------------------------
|          |                                 
|ITEM 16.A | AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit committee financial expert serving on
our audit committee. Given the Companys small size and limited operations, to
date we have been unable to attract a financial expert to serve on our board of
directors.

|ITEM 16.B | CODE OF ETHICS
|--------- | --------------

We have a written Code of Ethics, which was filed as an exhibit
to our Annual Report on Form 20-F for our fiscal year ended December 31, 2007,
and which is incorporated by reference as an exhibit hereto.

|ITEM 16.C | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

a) Audit Fees

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

29

---

(b)  Audit-Related Fees

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

(c)   Tax Fees

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

(d)   All Other Fees

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

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

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

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

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

|ITEM 16.F | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
|--------- | --------------------------------------------

Not Applicable.

|ITEM 16.G | CORPORATE GOVERNANCE
|--------- | --------------------

Not Applicable.

PART III

|ITEM 17. | FINANCIAL
STATEMENTS
|-------- | --------------------

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

30

---

ENTOURAGE MINING LTD.
  (An
Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2009, 2008 AND 2007 
  (Stated in Canadian
  Dollars)

---



|INDEPENDENT AUDITORS REPORT
|----------------------------
|                            

To the Shareholders of Entourage Mining Ltd

We have audited the consolidated balance sheets of Entourage
  Mining Ltd (an exploration stage company) as at December 31, 2009 and 2008 and
  the consolidated statements of operations, stockholders deficit and cash flows
  for the years ended December 31, 2009, 2008 and 2007 and the period from June
  16, 1995 (inception) through December 31, 2009. These financial statements are
  the responsibility of the Company's management. Our responsibility is to express
  an opinion on these financial statements based on our audits. The consolidated
  financial statements of Entourage Mining Ltd. for the period from January 16,
  1995 (inception) to December 31, 2003 were reported upon by other auditors whose
  report dated May 6, 2004 included an explanatory paragraph regarding the
  Companys ability to continue as a going concern. The financial statements of
  Entourage Mining Ltd. for the period from January 16, 1995 (inception) to
  December 31, 2003 reflect a total net loss of $958,486 of the related cumulative
  totals. Our opinion, insofar as it relates to amounts included for such prior
  periods, is based solely on the reports of such other auditors.

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

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of Entourage Mining
  Ltd. at December 31, 2009 and 2008 and the results of its operations and its
  cash flows for the years ended December 31, 2009, 2008 and 2007 and the period
  from June 16, 1995 (inception) through December 31, 2009 in conformity with
  accounting principles generally accepted in the United States of America.

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

|DMCL                               
|-------------------------------------
|                                     
|DALE MATHESON CARR-HILTON LABONTE LLP
|CHARTERED ACCOUNTANTS                
|Vancouver, Canada                    
|April 29, 2010                       



32

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS(Stated in Canadian
    Dollars)

|                                                       |  | DECEMBER 31, |  
|------------------------------------------------------ |  | ------------ | -
|                                                       |  | 2009         |  
|                                                       |  | $            |  
|ASSETS                                                 |  |              |  
|                                                       |  |              |  
|Current                                                |  |              |  
|Cash                                                   |  | 2,212        |  
|Advances and
      prepaid expenses                    |  | 1,377        |  
|Goods and services and Quebec sales tax recoverable    |  | 9,289        |  
|                                                       |  | 12,878       |  
|Equipment, net
      of depreciation(Note 3)           |  | 1,549        |  
|                                                       |  |              |  
|                                                       |  | 14,427       |  
|                                                       |  |              |  
|LIABILITIES                                            |  |              |  
|                                                       |  |              |  
|Current                                                |  |              |  
|Accounts payable                                       |  | 134,268      |  
|Loan payable (Note 5)                                  |  | 26,862       |  
|Due to related parties (Note 7)                        |  | 91,066       |  
|                                                       |  | 252,196      |  
|                                                       |  |              |  
|STOCKHOLDERS DEFICIT                                  |  |              |  
|                                                       |  |              |  
|Capital Stock(Note 6)                                  |  |              |  
|Authorized:                                            |  |              |  
|Unlimited common voting shares without par value       |  |              |  
|Issued:                                                |  |              |  
|7,738,693 common shares (2008  7,698,193)             |  | 13,107,970   |  
|                                                       |  |              |  
|Additional paid in capital                             |  | 3,263,866    |  
|                                                       |  |              |  
|Obligation to issue shares(Notes 4 and 6)              |  | 88,635       |  
|                                                       |  |              |  
|Deficit
      accumulated during the exploration stage |  | (16,698,240  | )
|                                                       |  | (237,769     | )
|                                                       |  |              |  
|                                                       |  | 14,427       |  

CONTINGENCIES AND COMMITMENTS(Notes 1, 4, 6 and 10)SUBSEQUENT EVENTS(Note 5 and 13)

Approved by the Board of Directors:

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

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

33

---

ENTOURAGE MINING LTD.(An
    Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS(Stated in
    Canadian Dollars)

|                                                        |   | YEARS ENDED  |   |   | June 16, 1995 |  
|------------------------------------------------------- | - | ------------ | - | - | ------------- | -
|                                                        |   |              |   |   |               |  
|                                                        |   | DECEMBER 31, |   |   | To            |  
|                                                        |   |              |   |   |               |  
|                                                        |   | 2009         |   |   | 2008          |  
|                                                        |   | $            |   |   | $             |  
|Expenses                                                |   |              |   |   |               |  
|Depreciation                                            |   | 515          |   |   | 699           |  
|Consulting                                              |   | -            |   |   | 60,000        |  
|Consulting  stock based compensation
      (Note 6)    |   | 213,422      |   |   | -             |  
|Financing fee  stock based compensation (Note 6)       |   | 15,088       |   |   | -             |  
|Interest and bank charges                               |   | 2,238        |   |   | 868           |  
|Management fees (Note 7)                                |   | 78,000       |   |   | 300,000       |  
|Mineral property costs (recovery)
      (Note 4 and 11) |   | 262,182      |   |   | (58,722       | )
|Office and sundry                                       |   | 41,932       |   |   | 34,231        |  
|Professional fees                                       |   | 108,462      |   |   | 62,006        |  
|Travel and
      promotion                              |   | 5,844        |   |   | 15,758        |  
|                                                        |   |              |   |   |               |  
|Loss Before Income Taxes                                |   | (727,683     | ) |   | (414,840      | )
|                                                        |   |              |   |   |               |  
|Deferred income
      tax recovery(Note 8)              |   | -            |   |   | -             |  
|                                                        |   |              |   |   |               |  
|Net Loss                                                |   | (727,683     | ) |   | (414,840      | )
|                                                        |   |              |   |   |               |  
|                                                        |   |              |   |   |               |  
|Loss Per Share,basic and diluted                        | $ | (0.11        | ) | $ | (0.05         | )
|                                                        |   |              |   |   |               |  
|                                                        |   |              |   |   |               |  
|Weighted
      Average Common Shares Outstanding        |   | 6,378,834    |   |   | 7,698,191     |  

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

34

---

ENTOURAGEMININGLTD.(AnExplorationStageCompany)

CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSDEFICIT (Stated inCanadianDollars)

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

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

35

---

ENTOURAGE MINING LTD.(AnExplorationStageCompany)

CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSDEFICIT(Stated inCanadianDollars)

|                                                                                                                |  |           |   |  |           |   |  |            |  |  |            |  |  | DEFICIT     |   |  |          |  
|--------------------------------------------------------------------------------------------------------------- |  | --------- | - |  | --------- | - |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | -------- | -
|                                                                                                                |  |           |   |  |           |   |  |            |  |  |            |  |  | ACCUMULATED |   |  |          |  
|                                                                                                                |  | NUMBER    |   |  |           |   |  | OBLIGATION |  |  | ADDITIONAL |  |  | DURING      |   |  |          |  
|                                                                                                                |  | OF        |   |  |           |   |  | TO ISSUE   |  |  | PAID-IN    |  |  | EXPLORATION |   |  |          |  
|                                                                                                                |  | SHARES    |   |  | AMOUNT    |   |  | SHARES     |  |  | CAPITAL    |  |  | STAGE       |   |  | TOTAL    |  
|                                                                                                                |  |           |   |  | $         |   |  | $          |  |  | $          |  |  | $           |   |  | $        |  
|                                                                                                                |  |           |   |  |           |   |  |            |  |  |            |  |  |             |   |  |          |  
|December 31, 2004  shares issued for cash
      at $1.80 per share inclusive of 13,250 shares as finders fees |  | 294,800   |   |  | 510,876   |   |  | -          |  |  | -          |  |  | -           |   |  | 510,876  |  
|August 24, 2004  shares issued for mineral property
      database at $3.90 per share                          |  | 15,000    |   |  | 58,788    |   |  | -          |  |  | -          |  |  | -           |   |  | 58,788   |  
|September 24, 2004  shares returned on
      cancellation of escrow                                            |  | (375,000  | ) |  | (7,500    | ) |  | -          |  |  | 7,500      |  |  | -           |   |  | -        |  
|Stock based compensation                                                                                        |  | -         |   |  | -         |   |  | -          |  |  | 421,000    |  |  | -           |   |  | 421,000  |  
|Loss for the year                                                                                               |  | -         |   |  | -         |   |  | -          |  |  | -          |  |  | (956,446    | ) |  | (956,466 | )
|Balance, December 31, 2004                                                                                      |  | 1,627,351 |   |  | 1,431,053 |   |  | -          |  |  | 629,171    |  |  | (1,914,932  | ) |  | 145,292  |  
|January 6, 2005, refund for overpayment in
      2004 private placement                                         |  | -         |   |  | (3,000    | ) |  | -          |  |  | -          |  |  | -           |   |  | (3,000   | )
|March 21, 2005, shares issued for property acquisition at
      U.S. $3.00 per share                            |  | 12,500    |   |  | 45,604    |   |  | -          |  |  | -          |  |  | -           |   |  | 45,604   |  
|Sept. 22, 2005, flow-through shares issued
      at $2.00 per share                                             |  | 29,500    |   |  | 59,000    |   |  | -          |  |  | -          |  |  | -           |   |  | 59,000   |  
|September, 2005, deferred tax recovery on 29,500
      flow-through shares                                      |  | -         |   |  | (20,119   | ) |  |            |  |  | -          |  |  | -           |   |  | (20,119  | )
|Sept. 22, 2005, units issued at U.S. $1.50
      per unit                                                       |  | 55,000    |   |  | 97,152    |   |  | -          |  |  | -          |  |  | -           |   |  | 97,152   |  
|Oct. 7, 2005, units issued at U.S. $1.10 per unit                                                               |  | 127,500   |   |  | 165,154   |   |  | -          |  |  | -          |  |  | -           |   |  | 165,154  |  
|Oct.-Dec 2005, shares issued on exercise of
      stock options at U.S. $1.50 per share                         |  | 25,000    |   |  | 44,147    |   |  | -          |  |  | -          |  |  | -           |   |  | 44,147   |  
|Oct. 2005, shares issued on exercise of warrants at $3.00
      per share                                       |  | 5,000     |   |  | 15,000    |   |  | -          |  |  | -          |  |  | -           |   |  | 15,000   |  

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

36

---

ENTOURAGE MINING LTD.(AnExplorationStageCompany)

CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSDEFICIT(Stated inCanadianDollars)

|                                                                                                      |  |           |  |  |            |   |  |            |   |  |            |  |  | DEFICIT     |   |  |             |  
|----------------------------------------------------------------------------------------------------- |  | --------- |  |  | ---------- | - |  | ---------- | - |  | ---------- |  |  | ----------- | - |  | ----------- | -
|                                                                                                      |  |           |  |  |            |   |  |            |   |  |            |  |  | ACCUMULATED |   |  |             |  
|                                                                                                      |  | NUMBER    |  |  |            |   |  | OBLIGATION |   |  | ADDITIONAL |  |  | DURING      |   |  |             |  
|                                                                                                      |  | OF        |  |  |            |   |  | TO ISSUE   |   |  | PAID-IN    |  |  | EXPLORATION |   |  |             |  
|                                                                                                      |  | SHARES    |  |  | AMOUNT     |   |  | SHARES     |   |  | CAPITAL    |  |  | STAGE       |   |  | TOTAL       |  
|                                                                                                      |  |           |  |  | $          |   |  | $          |   |  | $          |  |  | $           |   |  | $           |  
|                                                                                                      |  |           |  |  |            |   |  |            |   |  |            |  |  |             |   |  |             |  
|Nov. 17, 2005, units issued at U.S. $1.50
      per share inclusive of 20,000 shares finders fees    |  | 553,334   |  |  | 944,800    |   |  | -          |   |  | -          |  |  | -           |   |  | 944,800     |  
|Stock based compensation                                                                              |  | -         |  |  | -          |   |  | -          |   |  | 163,400    |  |  | -           |   |  | 163,400     |  
|Forgiveness of amounts due to related party                                                           |  | -         |  |  | -          |   |  | -          |   |  | 102,327    |  |  | -           |   |  | 102,327     |  
|Obligation to issue shares                                                                            |  | -         |  |  | -          |   |  | 8,638,667  |   |  |            |  |  | -           |   |  | 8,638,667   |  
|Loss for the year                                                                                     |  |           |  |  | -          |   |  | -          |   |  | -          |  |  | (10,068,841 | ) |  | (10,068,841 | )
|Balance, December 31, 2005                                                                            |  | 2,435,185 |  |  | 2,778,791  |   |  | 8,638,667  |   |  | 894,898    |  |  | (11,983,773 | ) |  | 328,583     |  
|January 3, 2006, shares issued for property
      acquisition at a deemed price of US $1.50 per share |  | 4,888,889 |  |  | 8,638,667  |   |  | (8,638,667 | ) |  | -          |  |  | -           |   |  | -           |  
|Jan.-Aug. 2006, shares issued on exercise of stock options
      at US $1.50 per share                |  | 41,000    |  |  | 69,317     |   |  | -          |   |  | -          |  |  | -           |   |  | 69,317      |  
|February 2006, shares issued on exercise of
      warrants at $3.00 per share                         |  | 74,450    |  |  | 223,350    |   |  | -          |   |  | -          |  |  | -           |   |  | 223,350     |  
|March 7, 2006, shares issued for property acquisition at
      U.S. $3.60 per share                   |  | 12,500    |  |  | 51,772     |   |  | -          |   |  | -          |  |  | -           |   |  | 51,772      |  
|May 24, 2006, shares issued for
      flow-through private placement at US $2.50 per share            |  | 34,000    |  |  | 93,585     |   |  | -          |   |  | -          |  |  | -           |   |  | 93,585      |  
|Aug.-Nov. 2006, shares issued on exercise of warrants at US
      $2.50 per share                     |  | 95,500    |  |  | 269,149    |   |  | -          |   |  | -          |  |  | -           |   |  | 269,149     |  
|Dec. 2006, shares issued for flow- through
      private placement at $2.30 per share                 |  | 20,000    |  |  | 46,000     |   |  | -          |   |  | -          |  |  | -           |   |  | 46,000      |  
|Stock based compensation                                                                              |  | -         |  |  | -          |   |  | -          |   |  | 2,027,384  |  |  | -           |   |  | 2,027,384   |  
|Deferred tax recovery on 54,000
      flow-through shares                                             |  | -         |  |  | (44,667    | ) |  |            |   |  | -          |  |  | -           |   |  | (44,667     | )
|Loss for the year                                                                                     |  | -         |  |  | -          |   |  | -          |   |  | -          |  |  | (2,973,161  | ) |  | (2,973,161  | )
|Balance, December 31, 2006                                                                            |  | 7,601,524 |  |  | 12,125,964 |   |  | -          |   |  | 2,922,282  |  |  | (14,956,934 | ) |  | 91,312      |  

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

37

---

ENTOURAGE MINING LTD.(AnExplorationStageCompany)

CONSOLIDATEDSTATEMENTSOFSTOCKHOLDERSDEFICIT(Stated inCanadianDollars)

|                                                                                                                                |  |            |   |  |            |   |  |            |  |  |            |  |  | DEFICIT     |   |  |          |  
|------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | - |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | -------- | -
|                                                                                                                                |  |            |   |  |            |   |  |            |  |  |            |  |  | ACCUMULATED |   |  |          |  
|                                                                                                                                |  | NUMBER     |   |  |            |   |  | OBLIGATION |  |  | ADDITIONAL |  |  | DURING      |   |  |          |  
|                                                                                                                                |  | OF         |   |  |            |   |  | TO ISSUE   |  |  | PAID-IN    |  |  | EXPLORATION |   |  |          |  
|                                                                                                                                |  | SHARES     |   |  | AMOUNT     |   |  | SHARES     |  |  | CAPITAL    |  |  | STAGE       |   |  | TOTAL    |  
|                                                                                                                                |  |            |   |  | $          |   |  | $          |  |  | $          |  |  | $           |   |  | $        |  
|                                                                                                                                |  |            |   |  |            |   |  |            |  |  |            |  |  |             |   |  |          |  
|Balance, December 31, 2006, carried forward                                                                                     |  | 7,601,524  |   |  | 12,125,964 |   |  | -          |  |  | 2,922,282  |  |  | (14,956,934 | ) |  | 91,312   |  
|March 12, 2007, shares issued for Property option payment
      at US$3.00 per share deemed price                               |  | 50,000     |   |  | 175,530    |   |  | -          |  |  | -          |  |  | -           |   |  | 175,530  |  
|March 27, 2007, shares issued for options
      exercise at US$1.50 per share                                                   |  | 5,000      |   |  | 8,760      |   |  | -          |  |  | -          |  |  | -           |   |  | 8,760    |  
|March 31, 2007, shares issued for Private Placement at
      US$1.50 per share net of finders fee of $4,537                    |  | 26,669     |   |  | 41,647     |   |  | -          |  |  | -          |  |  | -           |   |  | 41,647   |  
|Stock based compensation                                                                                                        |  | -          |   |  | -          |   |  | -          |  |  | 113,074    |  |  | -           |   |  | 113,074  |  
|April 3, 2007, shares issued for Options exercise at US$1.50 per share                                                          |  | 5,000      |   |  | 8,507      |   |  | -          |  |  | -          |  |  | -           |   |  | 8,507    |  
|June 18, 2007, shares issued for debt at US$2.00 per share                                                                      |  | 10,000     |   |  | 23,306     |   |  | -          |  |  | -          |  |  | -           |   |  | 23,306   |  
|Loss for the year                                                                                                               |  | -          |   |  | -          |   |  | -          |  |  | -          |  |  | (598,783    | ) |  | (598,783 | )
|Balance, December 31, 2007                                                                                                      |  | 7,698,193  |   |  | 12,383,714 |   |  | -          |  |  | 3,035,356  |  |  | (15,555,717 | ) |  | (136,647 | )
|Loss for the year                                                                                                               |  | -          |   |  | -          |   |  | -          |  |  | -          |  |  | (414,840    | ) |  | (414,840 | )
|Balance, December 31, 2008                                                                                                      |  | 7,698,193  |   |  | 12,383,714 |   |  | -          |  |  | 3,035,356  |  |  | (15,970,557 | ) |  | (551,487 | )
|Subscriptions received                                                                                                          |  | -          |   |  | -          |   |  | 26,375     |  |  | -          |  |  | -           |   |  | 26,375   |  
|June 22, 2009, shares issued for Private Placement at
      US$0.15 per share                                                   |  | 4,037,500  |   |  | 683,057    |   |  | -          |  |  | -          |  |  | -           |   |  | 683,057  |  
|Warrants exercise @US$0.20 per share during
      the year                                                                      |  | 353,000    |   |  | 74,692     |   |  | -          |  |  | -          |  |  | -           |   |  | 74,692   |  
|July 24, 2009, shares returned to treasury in exchange for
      US$85,000 cash payment                                         |  | (4,500,000 | ) |  | (95,753    | ) |  | -          |  |  | -          |  |  | -           |   |  | (95,753  | )
|December 16, 2009, shares issued For
      amendment to property option agreement at a deemed price of US$0.395 per
      share |  | 150,000    |   |  | 62,260     |   |  | 62,260     |  |  | -          |  |  | -           |   |  | 124,520  |  
|Stock based compensation                                                                                                        |  |            |   |  | -          |   |  | -          |  |  | 228,510    |  |  | -           |   |  | 228,510  |  
|Loss for the year                                                                                                               |  | -          |   |  | -          |   |  | -          |  |  | -          |  |  | (727,683    | ) |  | (727,683 | )
|Balance, December
      31, 2009                                                                                                |  | 7,738,693  |   |  | 13,107,970 |   |  | 88,635     |  |  | 3,263,866  |  |  | (16,698,240 | ) |  | (237,769 | )

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

38

---

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,  |  
|                                                                               |  | 2009         |   |  | 2008        |   |  | 2007     |   |  | 2009          |  
|                                                                               |  | $            |   |  | $           |   |  | $        |   |  | $             |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                           |  |              |   |  |             |   |  |          |   |  |               |  
|Net Loss                                                                       |  | (727,683     | ) |  | (414,840    | ) |  | (598,783 | ) |  | (16,698,240   | )
|Adjustments to reconcile net loss to net
      cash from operating activities: |  |              |   |  |             |   |  |          |   |  |               |  
|Depreciation                                                                   |  | 515          |   |  | 699         |   |  | 953      |   |  | 6,295         |  
|Stock based compensation                                                       |  | 228,510      |   |  | -           |   |  | 113,074  |   |  | 2,953,368     |  
|Shares issued for
      mineral property acquisition                           |  | 62,260       |   |  | -           |   |  | 175,530  |   |  | 9,092,621     |  
|Obligation to issue for mineral property acquisition                           |  | 62,260       |   |  | -           |   |  | -        |   |  | 62,260        |  
|Shares issued for
      debt                                                   |  | -            |   |  | -           |   |  | 23,306   |   |  | 23,306        |  
|Deferred tax recovery                                                          |  | -            |   |  | -           |   |  | -        |   |  | (67,162       | )
|Changes in non-cash operating working capital items:                           |  |              |   |  |             |   |  |          |   |  |               |  
|Advances and prepaid expenses                                                  |  | (293         | ) |  | -           |   |  | 26,910   |   |  | (1,377        | )
|Goods and services
      & Quebec sales tax recoverable                        |  | 3,342        |   |  | 3,853       |   |  | 18,958   |   |  | (9,289        | )
|Accounts payable                                                               |  | (5,140       | ) |  | 99,844      |   |  | (33,535  | ) |  | 134,268       |  
|NET CASH FLOWS
      USED IN OPERATINGACTIVITIES                               |  | (376,229     | ) |  | (310,444    | ) |  | (273,587 | ) |  | (4,503,950    | )
|                                                                               |  |              |   |  |             |   |  |          |   |  |               |  
|CASH FLOWS USED IN INVESTING ACTIVITIES                                        |  |              |   |  |             |   |  |          |   |  |               |  
|CMKM settlement                                                                |  | (95,753      | ) |  | -           |   |  | -        |   |  | (95,753       | )
|Equipment                                                                      |  | -            |   |  | -           |   |  | -        |   |  | (7,845        | )
|NET CASH FLOWS USED IN INVESTINGACTIVITIES                                     |  | (95,753      | ) |  | -           |   |  | -        |   |  | (103,598      | )
|                                                                               |  |              |   |  |             |   |  |          |   |  |               |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                           |  |              |   |  |             |   |  |          |   |  |               |  
|Loan payable                                                                   |  | 26,862       |   |  | -           |   |  | -        |   |  | 26,862        |  
|Due to related
      parties                                                   |  | (337,686     | ) |  | 309,099     |   |  | 90,301   |   |  | 394,064       |  
|Net proceeds on sale of common
      stock                                     |  | 757,749      |   |  | -           |   |  | 58,914   |   |  | 4,162,459     |  
|Subscriptions received                                                         |  | 26,375       |   |  | -           |   |  | -        |   |  | 26,375        |  
|NET CASH FLOWS
      FROM FINANCING ACTIVITIES                                 |  | 473,300      |   |  | 309,099     |   |  | 149,215  |   |  | 4,609,760     |  
|                                                                               |  |              |   |  |             |   |  |          |   |  |               |  
|INCREASE (DECREASE) IN CASH                                                    |  | 1,318        |   |  | (1,345      | ) |  | (124,372 | ) |  | 2,212         |  
|CASH, BEGINNING OF YEAR                                                        |  | 894          |   |  | 2,239       |   |  | 126,611  |   |  | -             |  
|                                                                               |  |              |   |  |             |   |  |          |   |  |               |  
|CASH, END OF YEAR                                                              |  | 2,212        |   |  | 894         |   |  | 2,239    |   |  | 2,212         |  

SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING
  AND FINANCING ACTIVITIES(Note 9)

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

39

---

|1. | ORGANIZATION AND BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company was incorporated in the Province of British
      Columbia, Canada on June 16, 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company have not produced any revenues from its
      principal business or commenced significant operations and is considered
      an exploration stage company as defined by SEC Guide 7 with reference to
      Financial Accounting Standards Board (FASB) issued Accounting Standards
      Codification (ASC) topic 915. In the exploration stage, management devotes
      most of its time to conducting exploratory work and developing its
      business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Going Concern Uncertainty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying financial statements have been prepared
      assuming the Company will continue as a going concern. This contemplates
      that assets will be realized and liabilities and commitments satisfied in
      the normal course of business. As reported in the accompanying
      consolidated financial statements, the Company has incurred a net loss of
      $727,683 for the year ended December 31, 2009 and has accumulated a net
      loss of $16,698,240 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 to pursue new
      business opportunities and ultimately upon generating profitable
      operations from its mineral property exploration and development business.
      These conditions raise substantial doubt about the Companys ability to
      continue as a going concern. Management has plans to seek additional
      capital through a private placement of its common stock and loans from
      related parties to fund expenditures for the next year. Although there are
      no assurances that managements plans will be realized, management
      believes that the Company will be able to continue operations in the
      future. The financial statements do not include any adjustments relating
      to the recoverability and classification of recorded assets, or the
      amounts and classification of liabilities that might be necessary in the
      event the Company cannot continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | SUMMARY OF 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) | Accounting Standards Codification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | On October 1, 2009, the Company adopted the changes
      issued by the FASB to the authoritative hierarchy of Generally Accepted
      Accounting Principles (GAAP). These changes establish the FASB
      Accounting Standards CodificationTMas the source of
      authoritative accounting principles recognized by the FASB to be applied
      by nongovernmental entities in the preparation of financial statements in
      conformity with GAAP. Rules and interpretive releases of the Securities
      and Exchange Commission (SEC) under authority of federal securities laws
      are also sources of authoritative GAAP for SEC registrants. The FASB will
      no longer issue new standards in the form of Statements, FASB Staff
      Positions, or Emerging Issues Task Force Abstracts; instead the FASB will
      issue Accounting Standards Updates. Accounting Standards Updates will not
      be authoritative in their own right as they will only serve to update the
      ASC. These changes and the ASC itself do not change GAAP. Other than the
      manner in which new accounting guidance is referenced, the adoption of
      these changes had no impact on the Companys consolidated financial
      statements.

1

---

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

|Office furniture   | 20% on declining balance basis
|------------------ | ------------------------------
|Computer equipment | 30% on declining balance basis

| | g) | 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.

2

---

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

3

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

| |    | Concentration of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | The Companys operations are all related to the minerals
      and the mining industry. A reduction in mineral prices or other movements
      in the minerals market could have an adverse effect on its
      operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | Concentration of Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | Financial instruments that potentially subject the
      Company to significant concentrations of credit risk consist principally
      of cash and receivables.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | k) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | Income taxes are accounted for under the asset and
      liability method as stipulated by ASC 740. Deferred tax assets and
      liabilities are recognized for the future tax consequences attributable to
      differences between the financial statement carrying amounts of existing
      assets and liabilities and their respective tax bases and operating loss
      and tax credit carry forwards. Deferred tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in
      the year in which those temporary differences are expected to be recovered
      or settled. Under ASC 740, the effect on deferred tax assets and
      liabilities or a change in tax rate is recognized in income in the period
      that includes the enactment date. Deferred tax assets are reduced to
      estimated amounts to be realized by the use of a valuation allowance. A
      valuation allowance is applied when in managements view it is more likely
      than not (50%) that such deferred tax will not be utilized.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | In the event that an uncertain tax position exists in
      which the Company could incur income taxes, the Company would evaluate
      whether there is a probability that the uncertain tax position taken would
      be sustained upon examination by the taxing authorities. Reserves for
      uncertain tax position would then be recorded if the Company determined it
      is probable that a position would not be sustained upon examination or if
      a payment would have to be made to a taxing authority and the amount is
      reasonably estimable. As of December 31, 2009, the Company does not
      believe it has any uncertain tax positions that would result in the
      Company having a liability to the taxing authorities.                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | l) | Stock Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | The Company has a stock-based compensation plan which is
      described more fully in Note 6. The Company measures the compensation cost
      of stock options and other stock-based awards to employees and directors
      at fair value at the grant date and recognizes compensation expense over
      the requisite service period for awards expected to
      vest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

4

---

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

5

---

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

| |                    |  |       |  |  | 2009         |  |  |          |  |  |       |  |  | 2008         |  |  |          | 
| | ------------------ |  | ----- |  |  | ------------ |  |  | -------- |  |  | ----- |  |  | ------------ |  |  | -------- | 
| |                    |  | Cost  |  |  | Accumulated  |  |  | Net Book |  |  |       |  |  | Accumulated  |  |  | Net Book | 
| |                    |  |       |  |  | depreciation |  |  | Value    |  |  | Cost  |  |  | depreciation |  |  | Value    | 
| |                    |  | $     |  |  | $            |  |  | $        |  |  | $     |  |  | $            |  |  | $        | 
| | Office furniture   |  | 2,812 |  |  | 1,982        |  |  | 830      |  |  | 2,812 |  |  | 1,775        |  |  | 1,037    | 
| | Computer equipment |  | 5,033 |  |  | 4,314        |  |  | 719      |  |  | 5,033 |  |  | 4,006        |  |  | 1,027    | 
| |                    |  | 7,845 |  |  | 6,296        |  |  | 1,549    |  |  | 7,845 |  |  | 5,781        |  |  | 2,064    | 

6

---

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

| | (a) | The Pires Gold Project                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | On June 17, 2009, and as amended on November 13, 2009,
      the Company signed a definitive Mineral Property Option agreement with
      Infogeo Servicos E Locacoes (Infogeo), a private arms length Brazilian
      company, whereby the Company acquired an option to acquire a 100% interest
      in the Pires Gold Project (Pires or the Pires Property), pursuant to
      the following terms:

To earn a 40% interest in the
  property (First Milestone), in year one:

| | (i)  | pay to the Optionor (or its nominee) USD $50,000 as
      follows:                                                                       
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                          
| |      | (A)                                                                                                                                      
| |      |                                                                                                                                          
| |      | (B)                                                                                                                                      
| |      |                                                                                                                                          
| | (ii) | expend not less than USD $300,000 (the First Target) in
      exploration expenditures on the property on or before May 31,
      2010.

To earn an additional 20% (60 %
  total) interest in the property (Second Milestone), in year two:

| | (i)  | paying USD $100,000 to the Optionor (or its nominee) on
      or before January 16, 2010 (paid), and                                                                                                                                                                               
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                    
| | (ii) | expend not less than USD $300,000 (less the amount by
      which any exploration expenditures pursuant to item (ii) of the First
      Milestone exceeded the First Target) (the Second Target) in exploration
      expenditures on the property before January 16,
      2011.

To earn an additional 15% (75%
  Total) interest in the property option (Third Milestone), in year three:

| | (i)  | issue to the Optionor 100,000 common shares of the
      Company on or before January 16, 2011 (subject to any regulatory approvals
      required), and                                                             
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                      
| | (ii) | expend up to USD $1,000,000 to complete and submit a
      final report by January 16, 2012, (Any excess expended in years one and
      two is to be applied against this $1,000,000 expenditure
      requirement).

Option to Purchase 25% (100% total)
  (Upon completion of the Third Milestone)

Purchase up to 20% of an interest in
  the property, by paying the Optionor USD$1,000,000 for each 5% incremental
  interest in the Property, and USD $2,000,000 for the remaining 5% interest.

Pursuant to the amendment on November
  13, 2009, the Company agreed to issue a total of 300,000 (150,000 issued prior
  to December 31, 2009 and 150,000 issued subsequently) common shares of the
  Company in return for extension of the Year 1 exploration expenditures
  requirement. The Company recorded $62,260 for 150,000 shares issued before the
  year end in capital stock and $62,260 for remaining 150,000 shares issued
  subsequent to the year end as obligation to issue shares (Note 6). The shares
  were valued at $0.42 (Cdn$0.40) per share.

7

---

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

| | (b) | Doran Property, Quebec
| | --- | ----------------------
| |     |                       
| |     | i)                    
| |     |                       
| |     |                       
| |     |                       
| |     |                       
| |     |                       

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

| | ii)  | The property interest is subject to a 2.5% Net Smelter
      Return (NSR). The Company has the right to purchase up to three-fifths of
      the NSR, or 1.5%, for $1,750,000.                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | iii) | On February 13, 2007 the Company entered into an option
      agreement (the Option) with Abbastar Holdings Inc. (Abbastar), a TSX
      Venture Exchange listed company, whereby Abbastar may earn up to a 70%
      interest in the Doran Property by making a one time cash payment of
      $100,000 CDN (received) to the Company and spending $5,000,000 on the
      Doran Property over 4 years (The Company retains the right to purchase the
      NSR on the Doran Property). The terms of the Option provide that Abbastar
      may earn its interest in the Doran property as follows:
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | 20% interest by spending $500,000 on or before February
      13, 2008 (spent);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | 15% additional interest by expending an additional
    $1,000,000 on or before February 13, 2009 (spent);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      | 15% additional interest
    by expending an additional $1,500,000 on or before February 13, 2010; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      | 20% additional interest by expending an additional $2,000,000 on or before
    February 13, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      | As of December 31, 2009, Abbastar had earned a 35%
      interest in the Doran property but, has allowed the balance of their
      option to expire.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | iv)  | In consideration for the Doran Property vendor consenting
      to the Option Agreement with Abbastar, the Company issued the balance of
      shares (50,000) due to the Doran Property vendor on March 12,
      2007.                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | v)   | On March 15, 2008, after the final payment of $75,000 was
      made by Abbastar on behalf of the Company, the Company became the owner of
      the Doran Property and Abbastar had earned a 20% interest in the property
      by spending $500,000 on the property. The completion of the 2008 fall
      exploration program, by Abbastar, earned Abbastar an additional 15%
      interest in the Doran property as outlined above.                                                                                                                                                                

8

---

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

| | (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 Athabasca Basin area of
      Saskatchewan (the Hatchet Lake Property).                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | As consideration for the agreement (the Hatchet Lake
      Agreement), the Company issued 1,500,000 of its common shares to the CMKM
      Diamonds Inc. (CMKM) shareholders in 2006.                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | In September 2007, the Company abandoned the property.
      The Company has no liabilities incurred by abandoning the Hatchet Lake
      Properties and no further payments are required.                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | The Smeaton/Forte a la Corne Property
      (Saskatchewan)                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | By agreement dated October 20, 2005, as amended November
      16, 2005, the Company entered into an option agreement with 101047025
      Saskatchewan Ltd. (a private company) ("1010") to acquire an undivided 80%
      mineral rights interest in and to the Smeaton/Forte a la Corne diamond
      property in Saskatchewan (the Smeaton Agreement).                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | Under the terms of this agreement the Company issued
      3,388,889 common shares in its capital stock (the "Smeaton/Fort a la Corne
      Shares") on January 3, 2006 of which 3,000,000 common were issued to CMKM
      and 388,889 shares were issued to 1010. The 3,388,889 shares were recorded
      as mineral property expenditures and an obligation to issue shares
      totaling $5,988,167 in the year ended December 31, 2005.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | The Smeaton/Forte a la Corne diamond property was the
      subject of an agreement between 1010 and CMKM dated August 1,
      2003.                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | On August 28, 2007, the Company filed a Writ of Summons
      and Statement of Claim against 1010 and CMKM in the Supreme Court of
      British Columbia seeking to have the Court set aside the both the Hatchet
      Lake and Smeaton Agreements.                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | During the year ended December 31, 2009 the Company
      settled its outstanding legal disputes with CMKM and 1010, and returned
      the Smeaton properties to 1010 (Note 10).                                                                                                                                                                                                                                                             

|5. | LOAN PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On August 4, 2009 an arms length party loaned the Company
      US$25,000 for a period of 90 days, at 12% per annum. The loan was
      unsecured but, as further consideration for the loan, the Company granted
      the lender 100,000 stock options, exercisable at US$0.35 each for a period
      of five years. The fair value of the stock option grant was recorded as
      finance expense of $15,088. Both the loan and all interest accrued thereon
      were repaid on February 10, 2010.

9

---

|6. | CAPITAL STOCK
|-- | -------------
|   |              
|   | a)           
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   | b)           
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              

| |                                     |  |             |   |  | Weighted Average |  |  | Weighted | 
| | ----------------------------------- |  | ----------- | - |  | ---------------- |  |  | -------- | 
| |                                     |  | Options     |   |  | Exercise Price   |  |  | Average  | 
| |                                     |  | Outstanding |   |  | (U.S. $)         |  |  | Life     | 
| | Balance, December 31, 2008 and 2007 |  | 639,000     |   |  | 2.25             |  |  | 0.09     | 
| | Options granted during the year     |  | 720,000     |   |  | 0.35             |  |  | 4.60     | 
| | Options expired during the year     |  | (639,000    | ) |  | 2.25             |  |  |          | 
| | Balance, December
      31, 2009    |  | 720,000     |   |  | 0.35             |  |  | 4.60     | 

During the year ended December 31,
  2009 the Company granted a total of 720,000 stock options at an exercise price
  of US$0.35 per share for a five-year term. At December 31, 2009 these 720,000
  stock options were outstanding. The fair value of the stock option grant was
  calculated using the Black-Scholes option pricing model with the following
  assumptions: (1) dividend yield of 0%, (2) expected volatility of 336%, (3) risk
  free interest rate of 3% and, (4) expected life of 5 years. Total expenses of
  $228,510 was recorded as stock-based compensation, $213,422 (2008 - $Nil, 2007 -
  $101,774) was related to consulting and $15,088 (2008 - $Nil, 2007 - $11,300)
  was related to financing fee (Note 5).

10

---

|6. | CAPITAL STOCK(continued)
|-- | ------------------------
|   |                         
|   | b)                      
|   |                         
|   |                         

Remaining
      
      Number ofContractual
      Weighted
      Options
      WeightedExercise
      Options
      Life
      Average
      Currently
      Average ExercisePrice
      Outstanding
      (in
        years)
      Exercise Price
      Exercisable
      PriceU.S. $0.35
      720,000
      4.6
      U.S. $0.35
      720,000
      U.S. $0.35


| | c) | Warrants                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                               
| |    | On June 12, 2009, pursuant to a private placement,
      4,037,500 warrants at an exercise price of US$0.20 per share were issued.
      Each warrant is exchangeable for one common share and expires on June 12,
      2010.

| |                                 |  |             |   |  | Weighted         |  |  |          | 
| | ------------------------------- |  | ----------- | - |  | ---------------- |  |  | -------- | 
| |                                 |  |             |   |  | Average          |  |  | Weighted | 
| |                                 |  | Warrants    |   |  | Exercise Price   |  |  | Average  | 
| |                                 |  | Outstanding |   |  | (US$)            |  |  | Life     | 
| | Balance December 31, 2008       |  | -           |   |  | -                |  |  | -        | 
| | Issued during the year          |  | 4,037,500   |   |  | U.S. $0.20       |  |  | -        | 
| | Exercised during the year       |  | (353,000    | ) |  | U.S. $0.20       |  |  | -        | 
| | Balance December
      31, 2009 |  | 3,684,500   |   |  | U.S.
      $0.20 |  |  | 0.45     | 

| | d) | Obligation to issue shares                                        
| | -- | ------------------------------------------------------------------
| |    |                                                                   
| |    | The balance as at December 31, 2009 included the
      followings:
| |    |                                                                   
| |    | i.                                                                
| |    |                                                                   
| |    | ii.                                                               

|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Amounts payable to related parties as of December 31,
      2009 of $91,066 (2008 - $428,752) is owing to directors, to a company
      controlled by an officer, and to a public company with directors in
      common, for management fees, consulting fees and for expenses paid on
      behalf of the Company. The amounts are non-interest bearing, unsecured,
      and have no fixed terms of repayment.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | During the year ended December 31, 2009 the Company
      incurred $78,000 (2008 - $300,000; 2007 - $195,000) in management fees to
      its directors and officers.                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The above transactions have been recorded at exchange
      amount that is the amount of consideration established and agreed to by
      the related parties.                                                                                                                                                                                                                                                   

11

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|8. | 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:

| |                                        |  | 2009     |   |   | 2008     |   |   | 2007     |  
| | -------------------------------------- |  | -------- | - | - | -------- | - | - | -------- | -
| |                                        |  | $        |   |   | $        |   |   | $        |  
| | Income (loss) before income tax        |  | (727,683 | ) | $ | (414,840 | ) | $ | (598,783 | )
| | Combined statutory
      rate          |  | 30%      |   |   | 31%      |   |   | 34.1%    |  
| | Expected income tax recovery           |  | (218,000 | ) |   | (129,000 | ) |   | (204,000 | )
| |                                        |  |          |   |   |          |   |   |          |  
| | Increase (decrease) resulting from:    |  |          |   |   |          |   |   |          |  
| | Change in
      valuation allowance    |  | (16,000  | ) |   | (31,000  | ) |   | 167,000  |  
| | Expiring loss carry forwards           |  | 18,000   |   |   | 18,000   |   |   | -        |  
| | Impact of
      tax rate changes       |  | 147,000  |   |   | 142,000  |   |   | -        |  
| | Permanent
      differences            |  | 69,000   |   |   | -        |   |   | 37,000   |  
| |                                        |  |          |   |   |          |   |   |          |  
| | Future income tax provision (recovery) |  | -        |   |   | -        |   |   | -        |  

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

|                                                                |  | 2009       |   |  | 2008       |  
|--------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                                |  | $          |   |  | $          |  
|Mineral properties tax base
        in excess of carrying value |  | 2,758,000  |   |  | 2,785,000  |  
|Non-capital losses available                                    |  | 482,000    |   |  | 469,000    |  
|Other                                                           |  | 6,000      |   |  | 8,000      |  
|Potential deferred income tax assets                            |  | 3,246,000  |   |  | 3,262,000  |  
|Less: valuation allowance                                       |  | (3,246,000 | ) |  | (3,262,000 | )
|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
  $1,928,000 (2008 - $1,801,000) of non-capital losses which can be applied to
  reduce future taxable income, expiring as follows:

|Year of Expiry |  | Amount    | 
|-------------- |  | --------- | 
|               |  | $         | 
|2010           |  | 73,000    | 
|2014           |  | 212,000   | 
|2015           |  | 211,000   | 
|2026           |  | 339,000   | 
|2027           |  | 429,000   | 
|2028           |  | 422,000   | 
|2029           |  | 242,000   | 
|               |  | 1,928,000 | 

| | The Company has certain resource related deductions and
      other losses of approximately $11,033,000 (2008 - $10,712,000) 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

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|9. | SUPPLEMENTAL CASH FLOW
      INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES
|-- | ----------------------------------------------------------------------------------------

| |                                |  | Year ended        |  |  | Year ended        |  |  | Year ended        | 
| | ------------------------------ |  | ----------------- |  |  | ----------------- |  |  | ----------------- | 
| |                                |  | December 31, 2009 |  |  | December 31, 2008 |  |  | December 31, 2007 | 
| | Cash paid during the year for: |  | $                 |  |  | $                 |  |  | $                 | 
| | Interest                       |  | -                 |  |  | 529               |  |  | 453               | 
| | Income taxes                   |  | -                 |  |  | -                 |  |  | -                 | 

During the year ended December 31,
  2009, the Company:

| | a) | issued 150,000 shares at a value of $62,260 under the
      option agreement to acquire an interest in the Pires Gold Project,
      situated in Brazil; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | Issued 100,000 stock options, valued at $15,088, in
      consideration for a loan payable; and                                                             
| | c) | Issued 620,000 stock options, valued at
      $213,422.                                                                                                     

|    | There were no non-cash transactions during the year ended
      December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10. | SETTLEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The Company filed a Writ of Summons and Statement of
      Claim against CMKM and 1010 in the Supreme Court of British Columbia On
      August 27, 2007 seeking to have the Court set aside both the Hatchet Lake
      and Smeaton Agreements (Note 4).                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | During the year ended December 31, 2009 the Company
      settled its outstanding legal disputes with CMKM and 1010. As a result of
      the settlement, CMKM returned 4,500,000 common shares of the Company in
      exchange for a cash payment of US $85,000 (paid). The shares were returned
      to treasury and cancelled. The Company also settled its claims with 1010
      and agreed to return the Smeaton properties in return for the withdrawal
      of all claims against the Company by 1010.                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11. | GOVERNMENT GRANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | The Company is entitled to apply for certain refundable
      tax credits, of between 12% and 35%, in respect of qualifying mining
      exploration expenses incurred in the Province of Quebec, Canada. This tax
      credit recovery has been applied against the exploration costs incurred.
      In 2008 the Company received a total of $49,236 in refundable taxes and
      mining duties (2007  $150,723) applied for in tax returns for December
      31, 2007 and December 31, 2006. The Company did not expend any money on
      exploration in Quebec in 2008 and 2009.

13

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|12. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The FASB ASC topic 820 on fair value measurement and
      disclosures establishes three levels of inputs that may be used to measure
      fair value: quoted prices in active markets for identical assets or
      liabilities (referred to as Level 1), observable inputs other than Level 1
      that are observable for the asset or liability either directly or
      indirectly (referred to as Level 2), and unobservable inputs to the
      valuation methodology that are significant to the measurement of fair
      value of assets or liabilities (referred to as Level 3).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The carrying values and fair values of the Companys
      financial instruments are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                          |  |         |  |   | December 31,2009 |  |   | December 31, 2008 | 
| | ---------------------------------------- |  | ------- |  | - | ---------------- |  | - | ----------------- | 
| |                                          |  |         |  |   | Carrying         |  |   | Fair              | 
| |                                          |  | Level   |  |   | value            |  |   | value             | 
| | Cash                                     |  | Level 1 |  | $ | 2,212            |  | $ | 2,212             | 
| | Accounts payable and accrued liabilities |  | Level 2 |  | $ | 134,268          |  | $ | 134,268           | 
| | Loan payable                             |  | Level 2 |  | $ | 26,862           |  | $ | 26,862            | 
| | Due to related parties                   |  | Level 2 |  | $ | 91,066           |  | $ | 91,066            | 

|    | The carrying amount approximates fair value because of
      the short maturity of the instruments.
|--- | ---------------------------------------------------------------------------------------------------
|    |                                                                                                    
|13. | SUBSEQUENT EVENTS                                                                                  

| | (a) | The Company completed a non-brokered private placement of
      1,613,162 units at a price of U.S. $0.15 each. Each unit consists of one
      common share and one share purchase warrant, each warrant enabling the
      purchaser to buy an additional share for a period of one year at a price
      of US $0.25 each.                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | On February 18, 2010 the Company signed a Letter of
      Intent (LOI) with Ansell Capital Corp., (Ansell) a TSX Venture listed
      company, pursuant to which Ansell proposes to acquire all of the
      outstanding and issued shares of the Company through a plan of arrangement
      (the Arrangement) under the British Columbia Business Corporations Act.
      The terms of the Arrangement will provide for a one to one common share,
      option and warrant swap between Ansell and the Company shareholders. The
      proposed Arrangement is subject to court, shareholder and regulatory
      approval. Execution of a definitive agreement is targeted for May 30,
      2010.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | Pursuant to the terms of the LOI Ansell agreed
      to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | A total of 203,333 shares were issued pursuant to the
      exercise of warrants at US$0.15 per share for net proceeds of
      $31,763.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d) | Effective on April 22, 2010, the Company changed to its
      authorized capital to unlimited common shares without par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | Subsequent events were reviewed to the date the financial
      statements were issued, and management has determined there are no
      material transactions that has not been disclosed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

14

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|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

Not applicable. Financial statements are provided under Item
  17.

|ITEM 19. | EXHIBITS
|-------- | --------

|Exhibit No. | Exhibit                                                                                                                                                                                                                               
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1         | Memorandum and Articles of Incorporation and Amendments
      thereto (1)                                                                                                                                                             
|4.1         | Agreement dated March 17, 2003, between the Company and
      the YK Group (1)                                                                                                                                                        
|4.2         | Agreement dated June 1, 2004 between the Company and
      Goodsprings Development Corp. whereby the Company can acquire up to a 100%
      interest in and to the Black Warrior Project (2)                                          
|4.3         | Agreement dated March 15, 2005 between Fayz Yacoub and
      the Company whereby the Company can acquire a 100% interest in the Doran
      Uranium Property (2)                                                                      
|4.4         | Agreement dated April 7, 2005 between Star Uranium Corp.
      (formerly known as United Carina Resources Corp.) and the Company whereby
      the Company can acquire a 20% right in the Hatchet Lake Property (2)                   
|4.5         | Agreement dated April 21, 2005 between the Company and
      Star Uranium Corp. (formerly known as United Carina Resources Corp.)
      whereby Star may acquire up to a 10% interest in the Companys Black
      Warrior Project (2)
|4.6         | Agreement dated April 21, 2005 between the Company and
      CMKM Diamonds, Inc. whereby CMKM may acquire up to a 10% interest in the
      Companys Black Warrior Project (2)                                                       
|4.7         | Agreement between the Company and Star Uranium dated
      October 21, 2005 whereby the Company may acquire a 50% interest in the
      Hatchet Lake (3)                                                                              
|4.8         | Assignment Agreement between the Company and CMKM
      Diamonds Inc. whereby the Company may acquire any and all interest of CMKM
      Diamonds Inc.s interest in the Hatchet Lake Property (3)                                    
|4.9         | Agreement between the Company and 101047025 Saskatchewan
      Ltd. whereby the Company may acquire an 80% interest in the Smeaton
      Property (4)                                                                                 
|4.10        | Agreement between the Company and Goodsprings Development
      Corp. whereby Goodsprings extended the terms of the Companys June 1, 2006
      property payment as four quarterly payments (5)                                      
|4.11        | Entourage-101047025 Saskatchewan Ltd. claim file for the
      Smeaton Property (5)                                                                                                                                                   
|4.12        | Smeaton Property location map with legend (5)                                                                                                                                                                                         
|4.13        | Hatchet Lake Property map with legend (5)                                                                                                                                                                                             
|4.14        | Revised Smeaton claim file (6)                                                                                                                                                                                                        
|4.15        | Entourage-Abbastar Uranium Option Agreement Dated
      February 13, 2007 (7)                                                                                                                                                         
|4.16        | Mineral Option Agreement with Infogeo Locaçeos Ltda.*                                                                                                                                                                                 
|11.1        | Entourage Mining Company Ethics Policy (7)                                                                                                                                                                                            
|12.1        | Certification of Principal Executive Officer *                                                                                                                                                                                        
|12.2        | Certification of Principal Financial Officer *                                                                                                                                                                                        
|13.1        | Certification pursuant to 18 U.S.C. Section 1350 *                                                                                                                                                                                    

*Included as an exhibit hereto.

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

52

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SIGNATURES

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

ENTOURAGE MINING LTD.

Dated: April 30, 2010

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

53

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