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

FORM
  20-F/AAmendment
  No. 1

 ̈ 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, 2004**

OR

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

For the transition period from __________ to __________

Commission file number **000-50305**

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

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

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

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

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

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

**Common Shares Without Par Value**(Title of Class)

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

**None**
  (Title of Class)

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Indicate the number of outstanding shares of each of the issuer's
  classes of capital or common stock as of the close of the period covered by
  the annual report:

16,273,505 common shares

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. ý
  Yeso No

Indicate by check mark which financial statement item the
  registrant has elected to follow. ý
  Item 17 o Item 18

2

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

|     |       | Part I                                                                               | Page
|---- | ----- | ------------------------------------------------------------------------------------ | ----
|    
|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                                                           | 8   
|Item | 5.    | Operating and Financial Review and Prospects                                         | 16  
|Item | 6.    | Directors, Senior Management and Employees                                           | 19  
|Item | 7.    | Major Shareholders and Related Party Transactions                                    | 23  
|Item | 8.    | Financial Information                                                                | 24  
|Item | 9.    | The Offer and Listing                                                                | 25  
|Item | 10.   | Additional Information                                                               | 27  
|Item | 11.   | Quantitative and Qualitative Disclosures about Market
      Risk                     | 34  
|Item | 12.   | Description of Securities other than Equity Securities                               | 34  
|    
|     |       | Part II                                                                              |     
|    
|Item | 13.   | Defaults, Dividend Arrearages and Delinquencies                                      | 34  
|Item | 14.   | Material Modifications to the Rights of Securities
      Holders and Use of Proceeds | 34  
|Item | 15.   | Controls and Procedures                                                              | 34  
|Item | 16 A. | Audit Committee Financial Expert                                                     | 35  
|Item | 16 B. | Code of Ethics                                                                       | 35  
|Item | 16 C. | Principal Accountant Fees and Services                                               | 35  
|Item | 16 E. | Purchases of Equity Securities by the Issuer and Affiliated
      Purchasers         | 36  
|    
|     |       | Part III                                                                             |     
|    
|Item | 17.   | Financial Statements                                                                 | 36  
|Item | 18.   | Financial Statements                                                                 | 37  
|Item | 19.   | Exhibits                                                                             | 37  

3

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FORWARD-LOOKING STATEMENTS

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

PART I

|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------- | -----------------------------------------------------

Not applicable

|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

Not applicable

|ITEM 3. | KEY INFORMATION
|------- | ---------------

3.A Selected Financial Data

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

Our financial statements included in this annual report and
  the table set forth below, have been prepared in accordance with accounting
  principles generally accepted in Canada. All amounts are expressed in Canadian
  dollars.

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

|                         | Year
      Ended
      12/31/04 | Year
      Ended
      12/31/03 | Year
      Ended
      12/31/02 | Year
      Ended
      12/31/01 | Year
      Ended
      12/31/00
|------------------------ | ------------------------------- | ------------------------------- | ------------------------------- | ------------------------------- | -------------------------------
|Revenue                  | Nil                             | Nil                             | Nil                             | Nil                             | Nil                            
|Net Income(Loss)         | (956,446)                       | (319,515)                       | (59,428)                        | (58,749)                        | (66,855)                       
|Earnings(Loss) Per Share | (0.06)                          | (0.04)                          | (0.01)                          | (0.01)                          | (0.01)                         

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|                     |            |           |           |           |          
|-------------------- | ---------- | --------- | --------- | --------- | ---------
|Dividends Per Share  | Nil        | Nil       | Nil       | Nil       | Nil      
|Wtd. Avg. No. Shares | 15,542,822 | 9,127,950 | 5,380,005 | 5,380,005 | 5,380,005
|                    
|Working Capital      | 138,483    | -230,498  | -161,799  | -303,042  | -244,293 
|Mineral Properties   | Nil        | Nil       | Nil       | Nil       | Nil      
|Long Term Debt       | Nil        | Nil       | Nil       | Nil       | Nil      
|                    
|Shareholder’s Equity | 145,292    | -230,498  | -161,799  | -303,042  | -244,293 
|Total Assets         | 466,727    | 106,702   | Nil       | 3,986     | 3,870    

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

Since June 1, 1970, the government of Canada has permitted
  a floating exchange rate to determine the value of the Canadian dollar as compared
  to the United States dollar. On June 29, 2005, the exchange rate in effect for
  Canadian dollars exchanged for United States dollars(the US dollars that a Canadian dollar buys) was $0.8116. 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 Federal
  Reserve Bank of New York. For the past five years ended December 31 and for
  the last six month ends from December 31, 2004 to May 31, 2005, 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, 2004  | $          | 0.7936
| | Year ended Dec 31, 2003  | $          | 0.7194
| | Year ended Dec 31, 2002  | $          | 0.6369
| | Year ended Dec 31, 2001  | $          | 0.6451
| | Year ended Dec 31, 2000  | $          | 0.6667
|
|
| | Monthly Period           | Low - High |       
|
| | Month ended Dec 31, 2004 | $          | 0.8056
| | Month ended Jan 31, 2005 | $          | 0.8051
| | Month ended Feb 28, 2005 | $          | 0.7958
| | Month ended Mar 31, 2005 | $          | 0.8024
| | Month ended Apr 30, 2005 | $          | 0.7922
| | Month ended May 31, 2005 | $          | 0.7988

3.B Capitalization and indebtedness

Not applicable

3.C Reasons for the offer and use of proceeds

Not applicable

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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, 2004, we have incurred losses totalling
  $1,990,564. 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.

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, 2004, we had cash on hand of $433,617. 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.

6

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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 experience in resource
  exploration, the business has a higher risk of failure.

Our management, while experienced in business operations,
  has only limited experience in resource exploration. 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 inexperience, there is 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.

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.

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

7

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seepage from tailings disposal areas, which would result in
  environmental pollution. A breach of such legislation may result in the imposition
  of fines and penalties. In addition, certain types of operations require the
  submission and approval of environmental impact assessments. Environmental legislation
  is evolving in a manner, which means that standards, enforcement, fines and
  penalties for non-compliance are more stringent. Environmental assessments of
  proposed projects carry a heightened degree of responsibility for us and our
  directors, officers and consultants. The cost of compliance with changes in
  governmental regulations has a potential to reduce the profitability of our
  operations. We do not maintain environmental liability insurance.

The trading market for our shares is not always liquid.

Although our shares trade on the NASD OTC Bulletin Board,
  the volume of shares traded at any one time can be limited, and, as a result,
  there may not be a liquid trading market for our shares.

Our securities may be subject to penny stock regulation.

Our stock 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

8

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Our Registered Office in British
  Columbia is located at 2602 – 1111 Beach Avenue, Vancouver, British Columbia,
  Canada. Our head office and principal office is located at 614 – 475 Howe
  Street, Vancouver, British Columbia, Canada.

We were originally incorporated
  under the name, Entourage Holdings Ltd., pursuant to the Company 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 in British Columbia, Canada.

We have one subsidiary company,
  Entourage USA Inc., located at 6121 Lakeside Drive, Suite 260, Reno, Nevada
  89511. The subsidiary company will seek mineral prospects in the United States.

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

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

As our business has developed, we have acquired interests
  in four resource properties
  as follows:

The Finlayson Lake Emerald Project (the Yukon Property)

In March 2003, we entered into an agreement with the YK Group,
  a syndicate of unrelated third party comprised of Paul Shatzko, Maryl Shatzko,
  Carl Verley, Shirley Verley, William Weston and Margaret Weston, to acquire
  YK Group’s interest in an option agreement dated November 13, 2002, entered
  into between the YK Group and Expatriate Resources Ltd., a company traded on
  the TSX-Venture Exchange. Upon the payment of $60,000 and delivery of 6,000,000
  common restricted shares of our common stock, the YK Group will assign its interest
  to us in the November 13, 2002 option agreement. Of the $60,000 to be paid,
  $20,000 was paid to Expatriate by a third party on the Company’s behalf.
  The Company now owes this third party, Carl Verley, the sum of $20,000.

We have received an assignment of YK Group’s interest in the option agreement although we have not paid the YK Group $60,000.

By completing the YK Group’s obligations under the terms and conditions of the option agreement, we may acquire a 60% interest in and to the Finlayson Properties.

Because we assumed the obligations of the YK Group under its
  agreement with Expatriate, we are obligated to pay to Expatriate, CDN$80,000
  in cash and to expend CDN$500,000 on the properties. Payment of the cash
  is as follows:

| | On or before November 1, 2003 | $ 10,000 (paid) | 
| | ----------------------------- | --------------- | 
| | On or before November 1, 2004 | $ 10,000 (paid) | 
| | On or before November 1, 2005 | $ 15,000        | 
| | On or before November 1, 2006 | $ 15,000        | 
| | On or before November 1, 2007 | $ 30,000        | 

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Aggregate (total) expenditures on the properties
  are as follows:

| | On or before November 1, 2003 | $ 100,000 (completed) | 
| | ----------------------------- | --------------------- | 
| | On or before November 1, 2004 | $ 150,000 (completed) | 
| | On or before November 1, 2005 | $ 200,000 (completed) | 
| | On or before November 1, 2006 | $ 250,000 (completed) | 
| | On or before November 1, 2007 | $ 500,000             | 

Upon completion of the foregoing payments and expenditures,
  we will be assigned a 60% interest in and to the Finlayson properties. If the
  payments or expenditures do not occur at the precise time set forth therein,
  the agreement will be terminated.

The option agreement between YK Group and Expatriate grants
  the right to explore for gem materials on Expatriate’s claims. The extent
  of the exploration tenure will be reduced in time from the present 2976 claims
  to 200 claims in 5 years; in November 2004, the Company elected to reduce its
  option holdings to the Finlayson Lake Properties only and thereby informed Expatriate
  that the Light claims would no longer be included in the option agreement.

Expatriate has changed its name to “Yukon Zinc Corporation”.

The Black Warrior Project (the Nevada Property)

In June 2004, we entered into an option agreement (the “Black
  Warrior Agreement”) with Goodsprings Development Corp., a Nevada based
  corporation, whereby we may earn a 100% undivided interest in the Black Warrior
  project in Esmeralda County, Nevada.

To earn a 100% undivided interest in the Black Warrior project,
  Entourage Mining Ltd. (Lessee) shall make $USD payments to Goodsprings Development
  Corp (the “Lessor”) and Apex Deep Mines (the “Owner”)
  as described below:

Goodsprings Development Corp.

|                     | Date                                        |   | Rental Payment Amount | 
|-------------------- | ------------------------------------------- | - | --------------------- | 
|                    
|                     | On execution of the Black Warrior Agreement | $ | 15,000.00 (paid)      | 
|                     | June 1, 2005                                | $ | 15,000.00 (paid)      | 
|                     | June 1, 2006                                | $ | 20,000.00             | 
|                     | June 1, thereafter                          | $ | 25,000.00             | 
|                    
|Apex '76' Deep Mines
|                     | September 4, 2004                           | $ | 4,000.00 (paid)       | 
|                     | February 10, 2005                           | $ | 5,000.00 (paid)       | 
|                     | February 10, 2006                           | $ | 7,500.00              | 
|                     | February 10, thereafter                     | $ | 10,000.00             | 

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Under the terms of the Black Warrior Agreement, Entourage
  may elect at any time to purchase the property for $400,000 USD and any
  Rental Payments paid shall be credited against the Purchase Price. There is
  no work commitment by the Company nor is there any share issuance in consideration
  of the Option in the Black Warrior Agreement.

All additional cash payments and work commitments are optional.
  However, if Entourage fails to make any cash payment on or before the times
  required as set out in the above table, the Option of Entourage to acquire the
  Black Warrior project shall terminate.

Upon Entourage completing the cash payments, Entourage shall
  have exercised the Option and shall have acquired a 100% undivided unencumbered
  beneficial interest in and to the Property subject only to a reserved 3% net
  smelter return royalty reserved unto Goodsprings. Entourage shall have the right
  to buy one-third of the foregoing 3% NSR for a one-time cash payment of $1,000,000
  USD.

On April 21, 2005, the Company entered into agreement with
  United Carina Resources Corp. and CM KM Diamon ds Inc. whereby each of these
  two companies can acquire a 10% interest in the Black Warrior Project by paying
  to the Company the sum of $40,000 and making exploration expenditures of
  $85,000.

The Doran Uranium Property

In March 2005, Entourage Mining entered into an option agreement
  with Fayz Yacoub, a professional geologist and entrepreneur from Vancouver,
  British Columbia, to acquire a 100% undivided beneficial right, title and interest
  in 44 mineral claims known as the Doran Uranium Property situated in southeast
  Quebec approximately 85 kilometers east of Havre St. Pierre in the Baie Johan
  Beetz area of Costebelle Township. The claims encompass approximately 24.73
  sq. km (2473.3 hectares). The Company can earn a 100% interest in the property
  by making cash payments of $35,000 (which has been done) and 125,000 shares
  in the first year (which shares have been issued) and a total of $220,000
  and 750,000 shares over 4 years, expending $1,000,000 over three years in
  work commitments. The property is subject to a 2.5% net smelter royalty. The
  Company has the right to purchase up to three-fifths of the NSR, or 1.5%, for
  $1750,000.

The Hatchet Lake Uranium Properties

In April, 2005 the Company entered into an option with United
  Carina Resources Corp., a Saskatchewan company, to acquire a 20% interest in
  4 uranium claim blocks situated in the Athabaska Basin of north-central Saskatchewan
  (the “Hatchet Lake Property”) for a cash payment of $40,000
  (unpaid) and a work commitment of $100,000 per year for two years. The annual
  payments of $100,000 are to be made on a quarterly basis at $25,000
  per quarter with the first payment due by June 30, 2005.

No work has yet been completed on the Hatchet Lake Property
  by the Company.

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 11

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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.

Regulations

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

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

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

The jurisdictions in which the Company is presently operating
  are, in the Company's view, known as jurisdictions which are friendly to mining
  activity and the Company believes that it can meet applicable regulatory requirements.

Management & Employees

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

Our President and Chief Executive Officer, Gregory F. Kennedy,
  devotes approximately 50% of his business time to our affairs. We have a management
  agreement with Mr. Kennedy which is described in the “Related Party Transactions”
  section of this Annual Report.

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

Office Space

We utilize about 600 square feet of office space in Vancouver,
  British Columbia. Our rent and related office expenses total approximately $1,400
  per month.

4.C Organizational structure

Not applicable

4.D Property, plants and equipment

12

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Disclosure required of an extractive enterprise is contained
  in part in Item 4, Part B above. As the Company’s properties are not at
  an advanced stage of exploration, no reserve estimates are made nor as of yet
  certain what if any reserves will be on the properties.

The Doran Uranium Property

The Doran Uranium Property consists of 44 contiguous mineral
  claims (polygons) covering approximately 2473.3 hectares in the Baie Johan Beetz
  area. The claim block is centered at GPS 548009 E and 5572265 N.

The 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 85 kilometers east of Havre St. Pierre. The
  property extends inland from the Gulf of St Lawrence a distance of approximately
  10 kilometers to the north.

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

The topography of the property for the most part is rolling
  hills having a maximum relief of 100 feet with elevation ranging from sea level
  to 100 feet. All mineralized areas of interest are located comfortably above
  sea and river levels. Any heavy equipment could very easily be driven from the
  road to any of the mineralized zones.

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 14 feet apart with cores returning values of 6.4, 6.4
  and 9.2 Lbs. Per ton U3 O8.

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

Current State of Exploration

The Company’s Doran Uranium property acquisition does
  not have a NI 43-101 compliant report. The Company hopes to expend $200,000
  in exploration work on this property in fiscal year 2005 and upon completion
  of these expenditures a compliant report may be commissioned. The Company does
  not have the working capital to make these expenditures and will have to raise
  further financing prior to undertaking exploration work.

The Hatchet Lake Uranium Properties

The Hatchet Lake properties are located 30 kilometers north
  and northeast of four known uranium deposits (Rabbit Lake, McLean Lake, Collins
  Bay and Eagle Point) and consist of 14,529 hectares (35,800 acres) of prospective
  uranium properties.

13

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United Carina Resources Corp., a Saskatchewan based mineral
  exploration company, owns the Hatchet Lake Properties (TSX.V: UCA) and will
  be the operator of the project. The properties are accessible by improved gravel
  road from Highway 905 North in north central Saskatchewan.

Entourage will participate as to 20% of exploration expenses
  incurred by United Carina Resources Corp. The terms of the Agreement require
  the Company to pay $40,000 to United Carina and commit to a minimum of $200,000
  in exploration expenditures over two years. At the present time the Company
  does not have sufficient financial resources to complete these obligations and
  will need to seek additional financing.

Current State of Exploration

United Carina Resources Corp. has informed the Company that
  a NI 43-101 geological report will be completed and United Carina will forward
  such report to the Company upon completion.

At this time, the Company will decide what program of exploration
  work it will undertake and will determine what financing it requires to undertake
  that program.

Black Warrior Project

The claim group is made up of 63 un-patented mining claims
  owned 100% by Goodsprings Development Corporation 2 held by Goodsprings under
  a mining lease from the Apex '76' Deep Mines Inc. The claims are located in
  Section 29, 30, 31&32, T. 1 S., R. 39 E.

The Black Warrior Property is situated in Esmeralda County,
  Nevada about 80 km (50 miles) southwest of Goldfield. Goldfield, the county
  seat, is 418 km (260 miles) southeast of Reno and 295 km (183 miles) northwest
  of Las Vegas. Both Reno and Las Vegas have regularly scheduled commercial air
  service. Silver Peak (pop 300) has been the center of mining activity since
  the1860’s. The village provides modest amenities including living quarters,
  etc. There are no services in Silver Peak and most residents shop in Tonapah.
  Silver Peak is suitable for housing a small workforce. The main industry is
  the former Cyprus Foote Lithium salt operation.

Entourage Mining Ltd. acquired the claims from Goodsprings
  Development Corporation of Nevada. The elevation on the property ranges from
  4,960 feet on the eastern border to 6,000 feet on the western boundary of the
  claims. Access is via roughly 6 miles of unimproved dirt road and 2 miles of
  well-maintained gravel road from Nevada paved highway 226.

The property lies in the south-central portion of the Walker
  Lane Belt (WLB), a tectonically 'disturbed zone' which marks the physio-graphic
  boundary between the predominantly NNE-trending ranges of Nevada in the central
  Great Basin and the NW trending blocks of the composite Sierra Nevada massif
  in eastern Califomia. The WLB is a composite of 9 structural blocks with differing
  structural styles. The presence of abundant, faulted, volcanic cover rocks of
  Late Cenozoic age across much of the WLB indicates that regardless of style,
  faulting in all structural blocks is of the same age span, Late Cenozoic. In
  the Silver Peak and Lone Mountain areas, a low-angle decollement surface separates
  an extended upper plate of brittle deformed Proterozoic and Lower Paleozoic
  rocks from penetratively deformed Precambrian sedimentary rocks and plutonic
  rocks of various ages.

14

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The Black Warrior project is a low-sulfidation, vein hosted
  system with potential for discovery of bulk-tonnage Au-Ag, Cu-Pb-Zn mineralization,
  high-grade Ag-Au veins and deep sediment-hosted gold mineralization. The table
  below summarizes the Black Warrior Project claims blocks (additional ground
  has since been staked but not yet registered):

At present the Company is concentrating its exploration activities
  on the Black Warrior Project in Esmeralda County Nevada. In November 2004, the
  Company employed the services of James A Turner, a professional geologist and
  a NI 43-101 'qualified person' to prepare a NI 43-101 compliant report on the
  Black Warrior Project. This report may be accessed at www.sedar.com under the
  Company’s public documents dated February 18, 2005.

In February 2005, Entourage contracted the services of Zonge
  Geosciences of Tucson Arizona to conduct a Controlled Source Magneto Telluric
  Survey (CSAMT) of the Black Warrior Project in Esmeralda County Nevada. The
  survey results were interpreted in report form by an independent geo-scientist,
  Frank Fritz of Sparks Nevada. Mr. Fritz reported to the Company as follows:

“The CSAMT survey appears to have defined a complex
  faulted range front block of sediments that ends abruptly into a deep and unusual
  alluvial filled basin to the northeast. The outcrop areas appear to be complexly
  faulted by northwest structures that are, in turn, offset by a series of north
  by northeast structures with considerable offsets.

The resistivities define at least eight rock units and two
  areas of unusual responses, Target areas I and II. The first Target area appears
  to fit the expected detachment fault structure mineralization type and may reflect
  multiple detachment structures. The second Target does not fit the typical geology
  of the area or the detachment target and may be a possible hot springs system.
  Both of these possible target areas appear to be on a horst block defined by
  two north northeasterly structures. The two Target areas are recommended for
  drilling. Both can be tested, approximately along CSMT Line 5, with angle holes.
  The interpreted Line 5 section is included below with expected targets and recommended
  drill holes.

No additional geophysical work is recommended until the current
  interpretation is evaluated with respect to the geology and tested by a drilling
  program. After drilling, the geophysical interpretation should be reevaluated
  to determine if other targets may exist. If additional property is acquired
  additional CSMT may be useful in assessing the potential of these areas and
  the relationship with the current survey area.”

Current State of Exploration:

The Company has received relevant tax material from the US
  Internal Revenue Service for the Company’s US subsidiary and is now awaiting
  final drill permit approval from the Bureau of Land Management prior to undertaking
  any drilling or further exploration. The Company’s geologist, James A.Turner,
  in conjunction with Ken Brook, a Nevada based consultant to the Company, has
  determined that a 20 drill hole program with 4 trenches should be conducted
  on targets identified by the Zonge survey. Drilling is anticipated to commence
  soon after the permits are issued provided that the Company can raise working
  capital to finance the work program.

The Finlayson Lake Properties:

Our claims comprise a total of 135,000 acres or 54,600 hectares.
  The properties are located in a northwesterly trending belt approximately 220
  km in length by 35 km in width centered at latitude 61 degrees 31 minutes North,
  longitude 131 degrees 08 minutes West in southeastern Yukon Territory. The Finlayson
  Properties are located in the northern Pelly Mountains of the Yukon Plateau.
  The project area is 260 km east-northeast of Whitehorse and 180 km northwest
  of Watson Lake by air. The community of Ross River is located at the northwest
  end of the area.

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The Finlayson Properties contain two thousand six hundred
  twenty six (2626) un-surveyed mining claims in the Watson Lake Mining District
  and the Whitehorse Mining District, in the Yukon Territory.

Access to the Finlayson Properties is via helicopter from
  the Finlayson Lake airstrip.

The properties are located in the northern Pelly Mountains
  of the Yukon Plateau. The area is covered by glacial - fluvial deposits at elevations
  below 1,700 meters and contain rocky outcropping and talus at higher elevations.
  Outcropping is sparse except along ridge crests, in north-facing cirques, and
  along actively eroding creek cuts. The main rock types occurring in the area
  are nearly flat lying layered metamorphic rocks belonging to the Yukon-Tanana
  Terrane. The Yukon-Tanana Terrane can be subdivided into several thrust faults
  bound in succession ranging in age from Devonian to Triassic. The rocks record
  the transition from continental margin sedimentation through continental arc
  magmatism to final submarine rifting. Intrusive into Yukon-Tanana successions
  are rocks ranging in age from late Devonian to Tertiary and ranging in composition
  from ultramafic to felsic. The foregoing was observed by Michael A. Power, M.Sc.,
  P.Geo., when he visited the properties. We have been advised by Aurora Geosciences
  Ltd. that emeralds may be found in some parts of the Grass Lakes succession,
  the lowest member of the Yukon-Tanana Terrane. Not all members of the Yukon-Tanana
  Terrane contains emeralds. We do not know if there are potentially significant
  occurrences of economic mineralization on the properties.

In September 2003, the Company contracted the services of
  Amerlin Exploration Services Ltd. and Mr. Carl G. Verley, P. Geo and a member
  of the YK Group and a “qualified person” as defined in Canadian
  Mining “National Policy 43-101.

The complete report of Amerlin Exploration Services Ltd. on
  the 2003 exploration program is available on the Company website at www.entouragemining.com.

Current State of Exploration:

The Company’s 2003 / 2004 exploration program was disappointing
  for the search for emeralds.

With this in mind, the Company has decided to hold the Finlayson
  Lake claims until after the 2005 exploration season. The Company anticipates
  that True North Gems, another company in the area of the Finlayson Lake project,
  will make an exploration decision about its emerald exploration activities by
  October 2005. Should True North fail to find significant sized emeralds Entourage
  may elect to drop its option with Yukon Zinc Corp. This decision is expected
  to be made in the fall of 2005 but in advance of the $7,500 payment deadline
  of November 2005 under its agreement concerning the Finlayson Lake Properties.

|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

16

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we begin removing and selling minerals. Accordingly, we must
  raise cash from sources other than the sale of minerals found on the properties.
  That cash must be raised from other sources. Our only other source for cash
  at this time is investments by others in Entourage Mining Ltd. We must raise
  cash to implement our project and stay in business. Even if we raise money,
  we do not know how long the money will last. It depends upon the amount of exploration
  we conduct and the cost thereof. We won’t know that information until
  we begin exploring our properties. We will not be able to complete the exploration
  of our properties until we raise money.

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

Our exploration program is explained in as much detail as
  possible in the business section of this registration statement. We are not
  going to buy or sell any plant or significant equipment during the next twelve
  months. We will not buy any equipment until we have located a body of minerals
  and we have determined they are economical to extract from the land. We do not
  intend to interest other companies in the properties if we find mineralized
  materials. We intend to try to develop the reserves ourselves.

During the period ending December 31, 2004, the Company spent
  $178,678 in exploration activities and paid or accrued $118,788 in option
  payments. During the year ended December 31, 2003, the Company incurred exploration
  costs of $176,628 and paid or accrued $70,000 in option payments. However,
  as per US GAAP, these expenses have not been capitalized and have been expensed
  instead.

The Company's loss (as well as operating expenses) for the
  year ended December 31, 2004 ('fiscal 2004') totaled $956,446 or $0.06
  per share compared to $319,515 or $0.04 per share for the year ended
  December 31, 2003 ('fiscal 2003'). This was mainly because during fiscal 2004,
  office and sundry expenses were $45,803 as compared to $18,832 during
  fiscal 2003; during fiscal 2004 telephone expenses were $13,003 as compared
  to NIL during fiscal 2003; mineral property acquisition & exploration costs
  during fiscal 2004 were $297,466 as compared to $246,628 during fiscal
  2003; consulting expenses were $70,013 during fiscal 2004 as compared to
  $3,000 during fiscal 2003; stock based compensation during fiscal 2004 was
  $421,000 as compared to NIL during fiscal 2003; during fiscal 2004 travel
  & promotion expenses were $66,579 as compared to NIL during fiscal 2003;
  during fiscal 2004 the rent expense was $9,177 as compared to NIL during
  fiscal 2003. This increase in expenses was mainly because the Company was much
  more active during the fiscal 2004, as compared to during fiscal 2003. These
  increased expenses during the fiscal 2004 were partially offset by the reduced
  professional fees which were $33,622 during fiscal 2004 compared to $49,399
  during fiscal 2003.

5.B Liquidity and capital resources

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

On February 5, 2004, the Company completed a private placement
  for 889,500 units, comprised of one common share and one common share purchase
  warrant, at a price of $0.22 per unit, plus 108,000 flow-through common
  shares at a price of $0.22 per share, for total consideration of $219,450.

17

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

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

On December 31, 2004, the Company had $433,617 in cash
  and $459,918 in current assets as compared to having $95,133 in cash
  and $106,702 in current assets on December 31, 2003. On December 31, 2004
  the Company had a positive working capital position of $138,483 as compared
  to a negative working capital position of $230,498 on December 31, 2003.

As of the date of this Annual Report, the Company has approximately
  negative $95,000 in working capital (a deficit). As a result, it is unable
  to undertake significant work programs and exploration on its mineral properties
  without first raising further financing.

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

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

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

We did not have any research and development expenditures
  in the year ended December 31, 2004.

5.D Trend information

Our Black Warrior project is prospective for gold and copper.

The overall trend for mineral resources, and in particular
  for the gold and copper that the Company’s properties are prospective
  for, has been upwards in price for the last two to three years although some
  stabilization and leveling of prices has occurred in both commodities in the
  last six months.

We cannot predict with certainty where the price of copper
  or gold will move.

Both the market for copper and the market for gold are homogeneous,
  integrated commodities markets with a large number of both suppliers and buyers.
  The market is not one which is particularly susceptible to the influence of
  one or more large suppliers or buyers.

Our Hatchet Lake and Doran mineral properties are prospective
  for uranium.

There are fewer producers of uranium in the world than there
  are for copper and gold. 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$29/lb. on June 29, 2005.

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Our Finlayson Lake Properties are prospective for emeralds.

The emerald market is fractured and not homogenous. Unlike
  the diamond industry, the emerald industry does not have a Central Selling Organization
  (CSO) and the sales of emeralds cannot be categorized as having a discernable
  trend. Emerald prices vary with the quality of the individual gem.

5.E Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have
  or are reasonably likely to have a current or future effect on the Company’s
  financial condition, revenues or expenses, results of operations, liquidity,
  capital expenditures or capital resources that are material to investors.

5.F Tabular disclosure of contractual obligations

Not Applicable.

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

6.A Directors and senior management

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

|Name of Director       | Age   | Principal Occupation                  
|---------------------- | ----- | --------------------------------------
|---------------------- | ----- |                                       
|Gregory F. Kennedy     | 55    | President of the Company              
|President, Director    |       |                                       
|Victoria, BC           |       |                                       
|                      
|Dr. Paul Shatzko       | 71    | Director of several companies         
|Director, Chairman     |       |                                       
|Langley, BC            |       |                                       
|                      
|Michael B. Hart        | 57    | Director, Secretary                   
|Director, Secretary    |       | Management Consultant and President of
|Roberts Creek, BC      |       | Hart-Byrne Enterprises Ltd.           
|                      
|Executive Officers:    |       |                                       
|                      
|Name of Officer        | Age   | Office                                
|--------------------   | ----- | -------                               
|Gregory F. Kennedy     | 55    | President, Chief Executive Officer    
|Michael B. Hart        | 57    | Secretary                             
|Prabha Varshney        | 45    | Chief Accounting Officer              

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

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

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

At our annual general meeting in April 2004, Mr. Kennedy was
  appointed as President of the Company. Since May 2003, Greg Kennedy has been
  a director of the Company. Since July 2001, Mr. Kennedy has been the Vice President
  of Operations and since July 2002, a Director of ABA.T.V, formerly Fountain
  House Holdings located in Vancouver, British Columbia. ABA.H.V. is a shell corporation
  with no business purpose other than to merge with or acquire another corporation.
  ABA.T.V is listed for trading on the TSX Venture Exchange under the symbol ABA.H.
  Since November 2002, Mr. Kennedy was the President and a Director of Digital
  Capital.com, Inc., a Delaware corporation, located in Squamish, British Columbia.
  Digital Capital.com, Inc., was a blank check corporation with no business purpose
  other than to merge with or acquire another corporation. Digital Capital.com,
  Inc. did not merge with any entity and the company ceased to exist in 2004.
  Due to a medical condition, from December 2000 to July 2001, Mr. Kennedy was
  not employed and furnished limited consulting services as an independent contractor.
  From November 1998 to December 2000, Mr. Kennedy was Marketing Director of Titan
  Trading Analytics Inc. located in Vancouver, British Columbia. Titan Trading
  is a purveyor of computer software designed for the securities and investment
  community. From January 1991 to November 1998, Mr. Kennedy was a stockbroker
  with McDermid St. Lawrence Securities, now Raymond James Canada, located in
  Vancouver, British Columbia.

Dr. Paul Shatzko – Director and Chairman

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

Michael B. Hart - Director and Corporate Secretary

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

Prabha Varshney, Chief Accounting Officer

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Prabha Varshney has a Bachelor's of Commerce degree from Agra
  University, India and a diploma in accounting from the Vancouver Community College,
  Vancouver. During the last five years she has been a sales person selling Registered
  Education Savings Plans for USC Education Savings Plan (a non-profit foundation).
  Mrs. Varshney acts as the Chief Accounting Officer for Entourage Mining Ltd.

6.B Compensation of Directors

We are required, under applicable securities legislation in
  Canada, to disclose to our shareholders details of compensation paid to our
  directors. The following fairly reflects all material information regarding
  compensation paid to our directors in our fiscal year ended December 31, 2004.

Summary Compensation Table

|NAME ANDPRINCIPALPOSITION                                                               | YEAR                                               | ANNUAL COMPENSATION                   | LONG-TERM COMPENSATION
|--------------------------------------------------------------------------------------- | -------------------------------------------------- | ------------------------------------- | ----------------------
|Salary  ($)                                                                             | Bonus ($)                                          | Other Annual 
      Compensation($) 1 | Awards                
|Restricted  Stock  Awards  ($)                                                          | Securities  Underlying  Options/  SAR’s 
      (#)
|Gregory F. Kennedy  
      President and  
      Chief  
      Executive 
      Officer | 2004                                               | Nil                                   | Nil                   
|Michael Hart  
      Director                                                           | 2004                                               | Nil                                   | Nil                   
|Paul Shatzko  
      Director                                                           | 2004                                               | Nil                                   | Nil                   

1 The value of perquisites and benefits, if any, for each
  Named Executive Officer was less than the lesser of $50,000 and 10% of the
  total annual salary and bonus
  2 For further details, refer to the heading "Related party transactions" below
  
  3 Paid or accrued as a payable for consulting fees of which $25,950.29 remained
  payable as of December 31, 2004 
  4 Accrued as a payable

6.C Board practices

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

We are a party to a management contract with Gregory F. Kennedy.
  No other directors have service contracts with us, nor are they entitled to
  any termination benefits.

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

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The Company does not have an executive committee.

Our audit committee is comprised of Gregory F. Kennedy, Dr.
  Paul Shatzko and Michael Hart. Members of 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 labour 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 Shares
|------------------ | ---------------------- | ---------------------------------------
|Gregory F. Kennedy | 0                      | 0%                                     
|Paul Shatzko       | 733,000                | 4.5%                                   
|Michael Hart       | 0                      | 0%                                     
|Prabha Varshney    | 0                      | 0%                                     

The above percentages are based on the number of common shares issued and outstanding in our capital stock as of the date of this annual report, which is 16,273,505.

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

|Name               | Shares that may be 
        Purchased Upon  
        Exercise of Option | Exercise Price | Expiry Date       
|------------------ | ----------------------------------------------------------------------- | -------------- | ------------------
|Gregory F. Kennedy | 500,000                                                                 | $0.15          | February  9,  2009
|Michael Hart       | 150,000                                                                 | $0.15          | February  9,  2009
|Prabha Varshney    | 0                                                                       | $0.15          | February  9,  2009
|Paul Shatzko       | 0                                                                       | $0.15          | February  9,  2009

The Company has an incentive stock option plan. This Stock
  Option Plan provides for equity participation in the Company by its directors,
  officers, employees and consultants through the

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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 2,200,000 shares for
  issuance under the Stock Option Plan.

Options will 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 16,273,505
  common shares issued and outstanding in our capital stock. We are authorized
  to issue an unlimited number of common shares and preferred shares. We have
  not issued any preferred shares since our incorporation.

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

|Name           | Number of Shares | Percentage of Total
|-------------- | ---------------- | -------------------
|Paul Shatzko   | 733,000          | 4.50%              
|William Weston | 1,134,000        | 6.97%              
|Maryl Shatzko  | 1,141,000        | 7.01%              

Of our 73 registered shareholders, 66 are Canadian residents
  representing 14,174,005 common shares or 87.10% of our issued and outstanding
  common shares. We have 7 registered US shareholders holding 2,224,500 common
  shares or 13.67% of our issued and outstanding common shares.

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

23

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

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

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

7.B Related party transactions

Fiscal Year Ended December 31, 2002:

The Company owed a company controlled by its former President,
  Ernest Peters, a total of $100,000 for management services (including provision
  of offices and office equipment). The Company also owed Ernest Peters personally
  $9,167 for management fees.

These amounts were owing from, and incurred in, previous years
  and no amounts were incurred to related parties in that fiscal year.

Fiscal Year Ended December 31, 2003:

The Company owed a company controlled by its former President,
  Ernest Peters, a total of $100,000 for management services (including provision
  of offices and office equipment). These funds were owing from previous year’s
  outstanding amounts and no new amounts were accrued to this company during fiscal
  year ending December 31, 2003.

The Company also owed Ernest Peters personally $49,735 for
  management fees, being the $9,167 outstanding from the fiscal year ending December
  31, 2002 plus additional amounts accrued during the fiscal year ending December
  31, 2003.

The Company also owed Gregory F. Kennedy, its President, $2,505
  for expenses incurred by him on its behalf in the fiscal year ended December
  31, 2003.

Fiscal Year Ended December 31, 2004:

In the fiscal year ending December 31, 2004, the Company made
  a payment of $36,108 on the $100,000 owed to a company controlled by its former
  President, Ernest Peters. This left a total of $63,892 owing to that company.

Also in that year, the Company paid $11,300 to Ernest Peters
  personally, leaving a balance owing to him of $38,435.

The Company’s President, Gregory F. Kennedy, received
  a total of $41,100 in compensation from the Company for provision of management
  services and for reimbursement of approximately $6,100 in expenses incurred
  on behalf of the Company. Of these amounts $25,950 remained payable at year
  end.

At year end, a Director of the Company, Paul Shatzko, was owned
  $54,500 by the Company. These amounts represent funds advanced by him to the
  Company or to third parties to cover Company expenses.

At year end, a company which had a common director with the
  Company, Gee-Ten Ventures Inc., was owed $14,000 for office expenses incurred
  on behalf of the Company. The common director is Paul Shatzko and the $14,000
  was incurred entirely in the fiscal year ended December 31, 2004.

C. Interests of experts and counsel

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

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

8.A Consolidated Statements and other Financial Information

The following financial statements for the year ended December
  31, 2004 with comparatives for December 31, 2003, have been audited by an independent
  auditor, are accompanied by an audit report and are attached and incorporated
  herein:

24

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

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

Export Sales

The Company had no export sales in its latest financial year
  ended December 31, 2004 and, as a result, the percentage of export sales for
  the Company was zero.

Legal Proceedings

There are no material pending legal proceedings to which the
  Company is a party or of which any of its properties are subject. 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 advserse to, the Company.

Dividend Policy

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

8.B Significant Changes

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

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

A. Offer and listing details

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

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

25

---

|Annual Periods                        |   | High |   | Low  
|------------------------------------- | - | ---- | - | -----
|                                     
|February 2, 2004 to December 31, 2004 | $ | 0.50 | $ | 0.083
|                                     
|Quarterly Periods                     |   |      |   |      
|                                     
|February 2004 to March 2004           | $ | 0.45 | $ | 0.10 
|April 2004 to June 2004               | $ | 0.50 | $ | 0.30 
|July 2004 to September 2004           | $ | 0.43 | $ | 0.125
|October 2004 to December 2004         | $ | 0.20 | $ | 0.083
|                                     
|Monthly Periods                       |   |      |   |      
|                                     
|December 2004                         | $ | 0.20 | $ | 0.165
|January 2005                          | $ | 0.30 | $ | 0.20 
|February 2005                         | $ | 0.22 | $ | 0.18 
|March 2005                            | $ | 0.34 | $ | 0.22 
|April 2005                            | $ | 0.51 | $ | 0.25 
|May 2005                              | $ | 0.30 | $ | 0.18 

9.B Plan of distribution

Not applicable

9.C Markets

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

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

9.D Selling shareholders

Not applicable

9.E Dilution

Not applicable

9.F Expenses of the issue

Not applicable

26

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

10.A Share Capital

Not Applicable.

10.B Memorandum and articles of association

We have no bylaws. Under British Columbia law they are called
  Articles of Incorporation.

| | 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.                                                                                                                                                                                                                   

27

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | funds and/or assets properly available therefore. There is no time limit
      after which dividend entitlement lapses.                                                                                                                                                                                          
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Each shareholder shall have one vote for each share
        of common stock owned by him. At each annual meeting the entire board
        of directors retire and shareholders shall elect an new board of directors.
        There are no staggered intervals and cumulative voting is not provided
        for.
|
| |    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Shareholders do not have the right to share in our
        profits.                                                                                                                                                                                                                                              
|
| |    | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Shareholders are entitled to share in any surplus
        upon liquidation, after the payment of all creditors and superior equity
        securities.                                                                                                                                                           
|
| |    | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | We may redeem any of our shares at the price and
        on the terms as determined by our board of directors.                                                                                                                                                                                                   
|
| |    | f.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | There are no sinking fund provisions.                                                                                                                                                                                                                                                                            
|
| |    | g.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Shareholders are not liable for further capital
        calls.                                                                                                                                                                                                                                                   
|
| |    | 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
        which require the disclosure of shareholder ownership.                                                                                                                                                                                                                                                                                                                                                                                                                                   

28

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| |  | 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 17, 2003, between the Company
        and the YK Group;                                                                                                                          
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 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;          
|
| | 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;                                      
|
| | 4. | Agreement dated April 7, 2005 between United Carina
        Resources Corp. and the Company whereby the Company can acquire a 20%
        right in the Hatchet Lake Property;                          
|
| | 5. | Agreement dated April 21, 2005 between the Company
        and United Carina Resources Corp. whereby United Carina may acquire up
        to a 10% interest in the Company’s Black Warrior Project; and
|
| | 6. | Agreement dated April 21, 2005 between the Company
        and CM KM Diamon ds, Inc. whereby CM KM may acquire up to a 10% interest
        in the Company’s Black Warrior Project.                    

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

29

---

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

10.E Taxation

Certain US Federal Income Tax Consequences

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

The following discussion is based upon the sections of the
  Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), Treasury
  Regulations, published Internal Revenue Service ("IRS") rulings, published administrative
  positions of the IRS and court decisions that are currently applicable, any
  or all of which could be materially and adversely changed, possibly on a retroactive
  basis, at any time. In addition, this discussion does not consider the potential
  effects, both adverse and beneficial, of any future legislation which, 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

30

---

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

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

Distributions on common shares of the Company

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

Dividends paid on the 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.

31

---

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 which are individuals, any unused
  portion of such net capital loss may be carried over to be used in later tax
  years until such net capital loss is thereby exhausted. For U.S. Holders which
  are corporations (other than corporations subject to Subchapter S of the Code),
  an unused net capital loss may be carried back three years from the loss year
  and carried forward five years from the loss year to be offset against capital
  gains until such net capital loss is thereby exhausted.

Certain Canadian Federal Income Tax Consequences

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

This summary is based on the current provisions of the Canadian
  Act, including the regulations thereunder, and the Canada-United States Income
  Tax Convention (1980) (the "Treaty") as

32

---

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.

33

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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.I Subsidiary information

We have one subsidiary, Entourage USA Inc., located at 6121
  Lakeside Drive, Suite 260, Reno, Nevada 89511. The subsidiary company is seeking
  mineral prospects in the United States.

|ITEM 11. | Quantitative and Qualitative Disclosure about Market Risk
|-------- | ---------------------------------------------------------

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

|ITEM 12. | Description of Securities Other than Equity Securities
|-------- | ------------------------------------------------------

Not applicable.

PART II

|ITEM 13. | Defaults, Dividend Arrearages and Delinquencies
|-------- | -----------------------------------------------

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

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

Not applicable

|ITEM 15. | Controls and Procedures
|-------- | -----------------------

34

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Our Chief Executive Officer and President, Gregory F. Kennedy
  and our Chief Accounting Officer, Prabha Varshney, after evaluating the effectiveness
  of the Company’s disclosure controls and procedures (as defined in US
  Exchange Act Rule 13(a)-14(c) within 90 days of the date of this Form 20-F have
  concluded that, as of such date, the Company’s disclosure controls and
  procedures were effective at the reasonable assurance level to ensure that material
  information relating to the Company was made known to them by others within
  the Company particularly during the period in which this Form 20-F was being
  prepared.

Under US Exchange Act Rule 13a-15(e) the term “disclosure
  controls and procedures” means controls and other procedures of an issuer
  that are designed to ensure that information required to be disclosed by the
  issuer in the reports that it files or submits under the US Exchange Act is
  recorded, processed, summarized and reported, within the time periods specified
  in the SEC’s rules and forms. Disclosure controls and procedures include,
  without limitation, controls and procedures designed to ensure that information
  required to be disclosed by an issuer in the reports that it files or submits
  under the US Exchange Act is accumulated and communicated to the issuer’s
  management, including its principal executive and principal financial officers,
  or persons performing similar functions, as appropriate to allow timely decisions
  regarding required disclosure.

In designing and evaluating our disclosure controls and procedures,
  our management recognized that any controls and procedures, no matter how well
  designed and operated, can provide only reasonable, rather than absolute, assurance
  of achieving the desired control objectives, and management necessarily was
  required to apply its judgment in evaluating the cost-benefit relationship of
  possible controls and procedures.

15.D Changes in Internal Control over financial reporting

There were no significant changes in the Company’s internal
  controls or in other factors that could significantly affect these controls
  subsequent to the date our Chief Executive Officer and our Chief Accounting
  Officer completed their evaluation, nor were there any significant deficiencies
  or material weaknesses in the Company’s internal controls requiring corrective
  actions.

|ITEM 16. | [reserved]
|-------- | ----------

16A. Audit Committee Financial Expert

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

16.B Code of Ethics

The Company does not have a written Code of Ethics. No Code of Ethics is presently required under the Company’s incorporating jurisdiction or its Canadian reporting jurisdictions.

16.C Principal Accountant Fees and Services

35

---

|(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
  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 $6,250 for the
  year ending December 31, 2003 and $4,250 for the year ending December 31,
  2004.

On June 2, 2005, the company changed its principal accountants to Dale Matheson
  Carr-Hilton Labonte ("DMCL") who prepared the financial statements
  attached hereto. The aggregate fees billed by DMCL for professional services
  in connection with statuatory and regulatory filings or engagements were $6,000
  for the year ending Dec 31, 2004. DMCL did not provide services to the company
  in the year ending Dec. 31, 2003.

|(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 nil.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 were nil.

|(d) | All Other Fees
|--- | --------------

The aggregate fees billed in each of the last two fiscal years
  for products and services provided by the principal accountant other than services
  disclosed in paragraphs (a) through (c) of this Item were $nil in the year
  ending December 31, 2004 and $nil in the year ending December 31, 2003.

16.D Exemptions from the Listing Standards for Audit Committees

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

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

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

PART III

|ITEM 17. | Financial Statements
|-------- | --------------------

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

| | - our balance sheets as at December 31, 2004 and December 31, 2003;
      -statements of loss and deficit for the periods ended December 31, 2004
        December 31, 2003;
      -statements of cash flows for the periods ended December 31, 2004 and
        December 31, 2003; and
      - notes to the financial statements.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

36

---







ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

---



|REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|-------------------------------------------------------------

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

We have audited the consolidated balance sheet of Entourage
  Mining Ltd. (an exploration stage company) as at December 31, 2004 and the consolidated
  statement of operations, stockholders’ equity and cash flows for the year
  then ended. These financial statements are the responsibility of the Company's
  management. Our responsibility is to express an opinion on these financial statements
  based on our audit. The financial statements of Entourage Mining Ltd. as of
  December 31, 2003 and December 31, 2002, were audited by other auditors whose
  report dated May 6, 2004, included an explanatory paragraph regarding the Company's
  ability to continue as a going concern.

We conducted our audit 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. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audit provides
  a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  December 31, 2004 and the results of its operations and its cash flows and the
  changes in stockholders’ equity for the year then ended in conformity
  with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been
  prepared assuming that the Company will continue as a going concern. As discussed
  in Note 1 to the financial statements, to date the Company has incurred losses
  of $1,914,932, has no sources of revenue, and further losses are anticipated.
  These factors raise substantial doubt about the Company’s ability to continue
  as a going concern. Management’s plans in this regard are also described
  in Note

1. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

*"Dale Matheson Carr-Hilton Labonte"*

DALE MATHESON CARR-HILTON LABONTE 
  CHARTERED ACCOUNTANTS

June 14, 2005 
  Vancouver, Canada



F-2

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS(Stated in Canadian Dollars)

|                                                          |   | DECEMBER 31 |  
|--------------------------------------------------------- | - | ----------- | -
|                                                          |   | 2004        |  
|                                                          |   |             |  
|ASSETS                                                    |   |             |  
|                                                          |   |             |  
|Current                                                   |   |             |  
|Cash                                                      | $ | 433,617     |  
|Advances and prepaid expenses                             |   | 1,984       |  
|Goods and Services Tax recoverable                        |   | 24,317      |  
|                                                          |   | 459,918     |  
|Equipment(Note 3)                                         |   | 6,809       |  
|                                                          |   |             |  
|                                                          | $ | 466,727     |  
|                                                          |   |             |  
|LIABILITIES                                               |   |             |  
|                                                          |   |             |  
|Current                                                   |   |             |  
|Accounts payable and accrued liabilities                  | $ | 124,658     |  
|Amounts payable to related parties
      (Note 6)         |   | 196,777     |  
|                                                          |   | 321,435     |  
|                                                          |   |             |  
|CONTINGENCIES AND COMMITMENTS(Notes 1, 4, 9 &
      10)   |   |             |  
|                                                          |   |             |  
|SHAREHOLDERS’ EQUITY (DEFICIENCY)                         |   |             |  
|                                                          |   |             |  
|Capital Stock(Note 5)                                     |   |             |  
|Authorized:                                               |   |             |  
|100,000,000
      common voting shares without par value  |   |             |  
|Issued:                                                   |   |             |  
|16,273,505
      common voting shares (2003 – 15,130,005) |   | 1,431,053   |  
|                                                          |   |             |  
|Other Contributed Capital                                 |   | 629,171     |  
|                                                          |   |             |  
|Subscriptions Received                                    |   | -           |  
|                                                          |   |             |  
|Accumulated deficit during the exploration stage          |   | (1,914,932  | )
|                                                          |   | 145,292     |  
|                                                          |   |             |  
|                                                          | $ | 466,727     |  

|Approved by the Board of Directors: |  |               
|----------------------------------- |  | --------------
|                                    |  |               
|                                    |  |               
|“Gregory F. Kennedy”                |  | “Paul Shatzko”

The accompanying notes are an integral part of these consolidated
  financial statements
  F-3

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS(Stated in Canadian Dollars)

|                                                         |             |   |             |   | June 16, 1995 |  
|-------------------------------------------------------- | ----------- | - | ----------- | - | ------------- | -
|                                                         | YEARS ENDED |   | (inception) |  
|                                                         | DECEMBER 31 |   | To          |  
|                                                         |             |   |             |   | December 31,  |  
|                                                         | 2004        |   | 2003        |   | 2004          |  
|                                                         | $           |   | $           |   | $             |  
|Expenses                                                 |             |   |             |   |               |  
|Amortization                                             | 1,036       |   | -           |   | 1,036         |  
|Consulting                                               | 70,013      |   | 3,000       |   | 73,013        |  
|Consulting – stock based
      compensation              | 421,000     |   | -           |   | 421,000       |  
|Mineral property acquisition and
      exploration costs | 297,466     |   | 246,628     |   | 686,977       |  
|Interest expense                                         | 1,123       |   | 1,656       |   | 8,587         |  
|Management fees                                          | -           |   | -           |   | 225,000       |  
|Office and sundry                                        | 45,803      |   | 18,832      |   | 65,998        |  
|Professional fees                                        | 33,622      |   | 49,399      |   | 166,938       |  
|Rent                                                     | 9,177       |   | -           |   | 189,177       |  
|Telephone                                                | 13,003      |   | -           |   | 13,003        |  
|Travel and promotion                                     | 66,579      |   | -           |   | 66,579        |  
|                                                         |             |   |             |   |               |  
|Loss Before Taxes                                        | (958,822    | ) | (319,515    | ) | (1,917,308    | )
|                                                         |             |   |             |   |               |  
|Deferred tax recovery                                    | 2,376       |   | -           |   | 2,376         |  
|                                                         |             |   |             |   |               |  
|Net Loss For The Year                                    | (956,446    | ) | (319,515    | ) | (1,914,932    | )
|                                                         |             |   |             |   |               |  
|                                                         |             |   |             |   |               |  
|Loss Per Share, basic and diluted                        | (0.06       | ) | (0.04       | ) |               |  
|                                                         |             |   |             |   |               |  
|Weighted Average Number Of Shares Outstanding            | 15,542,822  |   | 9,127,950   |   |               |  

The accompanying notes are an integral part of these consolidated
  financial statements 
  F-4

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’
  EQUITY (DEFICIENCY) (Stated in Canadian Dollars)

|                                   | NUMBER     |   |   |           |   |   | OTHER       |  |   |             |   |   |          |  
|---------------------------------- | ---------- | - | - | --------- | - | - | ----------- |  | - | ----------- | - | - | -------- | -
|                                   | OF         |   |   |           |   |   | CONTRIBUTED |  |   | ACCUMULATED |   |   |          |  
|                                   | SHARES     |   |   | AMOUNT    |   |   | CAPITAL     |  |   | DEFICIT     |   |   | TOTAL    |  
|                                   |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|Share issued for cash              | 5          |   | $ | 1         |   | $ | -           |  | $ | -           |   | $ | 1        |  
|Loss for the period                | -          |   |   | -         |   |   |             |  |   | (38,624     | ) |   | (38,624  | )
|Balance, December 31, 1995         | 5          |   |   | 1         |   |   | -           |  |   | (38,624     | ) |   | (38,623  | )
|                                   |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|Shares issued for cash             | 9,130,000  |   |   | 276,500   |   |   | -           |  |   | -           |   |   | 276,500  |  
|Loss for the year                  | -          |   |   | -         |   |   | -           |  |   | (210,592    | ) |   | (210,592 | )
|Balance, December 31,1996          | 9,130,005  |   |   | 276,501   |   |   | -           |  |   | (249,216    | ) |   | 27,285   |  
|Loss for the year                  | -          |   |   | -         |   |   | -           |  |   | (74,529     | ) |   | (74,529  | )
|Balance, December 31, 1997         | 9,130,005  |   |   | 276,501   |   |   | -           |  |   | (323,745    | ) |   | (47,244  | )
|Loss for the year                  | -          |   |   | -         |   |   | -           |  |   | (60,148     | ) |   | (60,148  | )
|Balance, December 31, 1998         | 9,130,005  |   |   | 276,501   |   |   | -           |  |   | (383,893    | ) |   | (107,392 | )
|Loss for the year                  | -          |   |   | -         |   |   | -           |  |   | (70,046     | ) |   | (70,046  | )
|Balance, December 31, 1999         | 9,130,005  |   |   | 276,501   |   |   | -           |  |   | (453,939    | ) |   | (177,438 | )
|Loss for the year                  | -          |   |   | -         |   |   | -           |  |   | (66,855     | ) |   | (66,855  | )
|Balance, December 31, 2000         | 9,130,005  |   |   | 276,501   |   |   | -           |  |   | (520,794    | ) |   | (244,293 | )
|Loss for the year                  | -          |   |   | -         |   |   | -           |  |   | (58,749     | ) |   | (58,749  | )
|Balance, December 31, 2001         | 9,130,005  |   |   | 276,501   |   |   | -           |  |   | (579,543    | ) |   | (303,042 | )
|Forgiveness of amounts due to      |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|related party                      | -          |   |   | -         |   |   | 200,671     |  |   | -           |   |   | 200,671  |  
|Loss for the year                  | -          |   |   | -         |   |   | -           |  |   | (59,428     | ) |   | (59,428  | )
|Balance, December 31, 2002         | 9,130,005  |   |   | 276,501   |   |   | 200,671     |  |   | (638,971    | ) |   | (161,799 | )
|April 25, 2003 - shares issued     |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|for mineral property               | 6,000,000  |   |   | 60,000    |   |   | -           |  |   | -           |   |   | 60,000   |  
|Loss for the year                  | -          |   |   | -         |   |   | -           |  |   | (319,515    | ) |   | (319,515 | )
|Balance, December 31, 2003         | 15,130,005 |   |   | 336,501   |   |   | 200,671     |  |   | (958,486    | ) |   | (421,314 | )
|February 5, 2004 – shares issued   |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|for cash at $0.22
      per share  | 997,500    |   |   | 219,450   |   |   | -           |  |   | -           |   |   | 219,450  |  
|February 5, 2004 - deferred tax    |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|recovery on 108,000 flow-          |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|through shares                     | -          |   |   | (2,376    | ) |   | -           |  |   | -           |   |   | (2,376   | )
|June 8, 2004 – shares issued for   |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|cash at $0.404 per
      share     | 698,000    |   |   | 282,331   |   |   | -           |  |   | -           |   |   | 282,331  |  
|August 24, 2004 – stock options    |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|exercised at $0.33
      per share | 100,000    |   |   | 32,983    |   |   | -           |  |   | -           |   |   | 32,983   |  
|December 31, 2004 – shares         |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|issued for cash at $0.18
      per |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|share inclusive of 132,500         |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|shares as finders’
      fees      | 2,948,000  |   |   | 510,876   |   |   | -           |  |   | -           |   |   | 510,876  |  
|August 24, 2004 - shares issued    |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|for mineral property database      |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|at $0.39 per share                 | 150,000    |   |   | 58,788    |   |   | -           |  |   | -           |   |   | 58,788   |  
|September 24, 2004 - shares        |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|returned on cancellation
      of  |            |   |   |           |   |   |             |  |   |             |   |   |          |  
|escrow                             | (3,750,000 | ) |   | (7,500    | ) |   | 7,500       |  |   | -           |   |   | -        |  
|Stock based compensation           | -          |   |   | -         |   |   | 421,000     |  |   | -           |   |   | 421,000  |  
|Loss for the year                  | -          |   |   | -         |   |   | -           |  |   | (956,446    | ) |   | (956,466 | )
|Balance, December 31, 2004         | 16,273,505 |   | $ | 1,431,053 |   | $ | 629,171     |  | $ | (1,914,932  | ) | $ | 145,292  |  

The accompanying notes are an integral part of these consolidated
  financial statements
  F-5

---

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,  |  
|                                                         | 2004        |   | 2003        |   | 2004          |  
|                                                         | $           |   | $           |   | $             |  
|CASH FLOWS FROM OPERATING ACTIVITIES                     |             |   |             |   |               |  
|Net loss for the year                                    | (956,446    | ) | (319,515    | ) | (1,914,932    | )
|Adjustments to reconcile net loss to net cash from       |             |   |             |   |               |  
|operating activities:                                    |             |   |             |   |               |  
|Amortization                                             | 1,036       |   | -           |   | 1,036         |  
|Stock based compensation                                 | 421,000     |   | -           |   | 421,000       |  
|Shares issued for
      exploration and mineral property |             |   |             |   |               |  
|acquisition
      costs                                  | 58,788      |   | 60,000      |   | 118,788       |  
|Deferred tax recovery                                    | (2,376      | ) | -           |   | (2,376        | )
|                                                         |             |   |             |   |               |  
|Changes in non-cash operating working capital items:     |             |   |             |   |               |  
|Advances and prepaid
      expenses                      | (1,984      | ) | -           |   | (1,984        | )
|Goods and Services
      Tax recoverable                 | (12,748     | ) | (11,569     | ) | (24,317       | )
|Accounts payable
      and accrued liabilities           | (60,302     | ) | 132,328     |   | 124,658       |  
|Amounts payable to
      related parties                 | 44,537      |   | 43,073      |   | 196,777       |  
|NET CASH FLOWS USED IN OPERATING ACTIVITIES              | (508,495    | ) | (95,683     | ) | (1,081,350    | )
|                                                         |             |   |             |   |               |  
|CASH FLOWS USED IN INVESTING ACTIVITIES                  |             |   |             |   |               |  
|Equipment                                                | (7,845      | ) | -           |   | (7,845        | )
|NET CASH FLOWS USED IN INVESTING ACTIVITIES              | (7,845      | ) | -           |   | (7,845        | )
|                                                         |             |   |             |   |               |  
|CASH FLOWS FROM FINANCING ACTIVITIES                     |             |   |             |   |               |  
|Net proceeds on sale of common
      stock               | 854,824     |   | 190,816     |   | 1,322,141     |  
|Contributed capital                                      | -           |   | -           |   | 200,671       |  
|NET CASH FLOWS FROM FINANCING ACTIVITIES                 | 854,824     |   | 190,816     |   | 1,522,812     |  
|                                                         |             |   |             |   |               |  
|INCREASE IN CASH                                         | 338,484     |   | 95,133      |   | 433,617       |  
|CASH, BEGINNING OF YEAR                                  | 95,133      |   | -           |   | -             |  
|                                                         |             |   |             |   |               |  
|CASH, END OF YEAR                                        | 433,617     |   | 95,133      |   | 433,617       |  

SUPPLEMENTAL CASH FLOW INFORMATION(Refer to Note 8)

The accompanying notes are an integral part of these consolidated
  financial statements
  F-6

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company was incorporated in the Province
        of British Columbia, Canada on June 16, 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company has been in the exploration
        stage since its formation and has not yet realized any revenues from its
        planned operations. It is primarily engaged in the acquisition and exploration
        of mining properties. Upon location of a commercial reserve, the Company
        would enter the development stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The accompanying financial statements
        have been prepared assuming the Company will continue as a going concern.
        This contemplates that assets will be realized and liabilities and commitments
        satisfied in the normal course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | As reported in the accompanying consolidated
        financial statements the Company has incurred a net loss of $1,914,932
        for the period from June 16, 1995 (inception) to December 31, 2004 and
        has no source of revenue. The future of the Company is dependent upon
        its ability to obtain financing and upon future acquisition, exploration
        and development of profitable operations from mineral property interests.
        These conditions raise substantial doubt about the Company’s ability
        to continue as a going concern. Management has plans to seek additional
        capital through a private placement and public offering of its common
        stock. Although there are no assurances that management’s plans
        will be realized, management believes that the Company will be able to
        continue operations in the future. The financial statements do not include
        any adjustments relating to the recoverability and classification of recorded
        assets, or the amounts and classification of liabilities that might be
        necessary in the event the Company cannot continue in existence.
|  
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   | The financial statements have, in management’s
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-7

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-8

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|  
|   | g)                                        
|  
|   |                                           
|  
|   | h)                                        
|  
|   |                                           
|  
|   |                                           
|  
|   |                                           
|  
|   | i)                                        
|  
|   |                                           

F-9

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-10

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|  
|   | l)                                        
|  
|   |                                           
|  
|   |                                           
|  
|3. | EQUIPMENT                                 

| |                    |   |       |  |   | 2004         |  |   |          |  |   | 2003    
| | ------------------ | - | ----- |  | - | ------------ |  | - | -------- |  | - | --------
| |                    |   |       |  |   | Accumulated  |  |   | Net Book |  |   | Net Book
| |                    |   | Cost  |  |   | Amortization |  |   | Value    |  |   | Value   
| | Office furniture   | $ | 2,812 |  | $ | 281          |  | $ | 2,531    |  | $ | -       
| | Computer equipment |   | 5,033 |  |   | 755          |  |   | 4,278    |  |   | -       
| |                    | $ | 7,845 |  | $ | 1,036        |  | $ | 6,809    |  | $ | -       

|4. | MINERAL PROPERTY INTERESTS
|-- | --------------------------
|  
|   | a)                        
|  
|   |                           

| |  |                         | Payment Amount |                   
| |  | ----------------------- | -------------- | ------------------
| |  | Date option payment due | CDN $          |                   
| |  | November 1, 2003        | 10,000         | (paid (see (a)(i))
| |  | November 1, 2004        | 10,000         | (paid (see (a)(i))
| |  | November 1, 2005        | 15,000         |                   
| |  | November 1, 2006        | 15,000         |                   
| |  | November 1, 2007        | 30,000         |                   

F-11

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | MINERAL PROPERTY INTERESTS(Continued)
|-- | -------------------------------------
|  
|   | a)                                   
|  
|   |                                      
|  
|   | b)                                   
|  
|   |                                      
|  
|   |                                      

| |  |                                                         | Payment Amount |                    
| |  | ------------------------------------------------------- | -------------- | -------------------
| |  | Date payment due                                        | US $           |                    
| |  |                                                         |                |                    
| |  | To Lessor:                                              |                |                    
| |  | On execution of Agreement                               | 15,000         | (paid)             
| |  | June 1, 2005                                            | 15,000         | (subsequently paid)
| |  | June 1, 2006                                            | 20,000         |                    
| |  | June 1, 2007 and each anniversary thereafter            | 25,000         |                    
| |  |                                                         |                |                    
| |  | To Owner:                                               |                |                    
| |  | September 4, 2004                                       | 4,000          | (paid)             
| |  | February 10, 2005                                       | 5,000          | (paid)             
| |  | February 10, 2006                                       | 7,500          |                    
| |  | February 10, 2007 and each anniversary
      thereafter | 10,000         |                    

|5. | CAPITAL STOCK
|-- | -------------
|  
|   | a)           
|  
|   |              

F-12

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | CAPITAL STOCK(Continued)
|-- | ------------------------
|  
|   | a)                      
|  
|   |                         
|  
|   |                         
|  
|   |                         
|  
|   |                         
|  
|   |                         
|  
|   |                         
|  
|   | b)                      
|  
|   |                         
|  
|   |                         

F-13

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | CAPITAL STOCK(Continued)
|-- | ------------------------
|  
|   | b)                      
|  
|   |                         

| |  |                                     |             |   | Weighted         |  
| |  | ----------------------------------- | ----------- | - | ---------------- | -
| |  |                                     | Options     |   | Average Exercise |  
| |  |                                     | Outstanding |   | Price (US$)      |  
| |  | Balance, December 31, 2002 and 2003 | -           |   | -                |  
| |  | Options granted                     | 1,450,000   |   | 0.15             |  
| |  | Options exercised                   | (100,000    | ) | (0.25            | )
| |  | Balance, December 31, 2004          | 1,350,000   |   | 0.15             |  

| |  | The Company granted a total of 1,450,000 stock options
        at various times during the period February 1, 2004 to September 9, 2004.
        All options were issued at an exercise price of US $0.25 per share.
        On November 31, 2004 the exercise price of all options then outstanding
        (1,350,000) was reduced to US $0.15 per share and the term of the
        options was extended from two to five years. As a result, in accordance
        with SFAS 123, the Company has also recorded an additional compensation
        expense of $77,300, being the estimated incremental fair value of
        the modified terms of these options. The fair value was estimated using
        the Black-Scholes option pricing model with the following assumptions:
        (1) dividend yield of 0%, (2) expected volatility of 175%, (3) risk free
        interest rate of 3% and, (4) expected life of 5 years.
      The following table summarizes information concerning
        outstanding and exercisable common stock options under the Plan at December
        31, 2004:
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |          |             | Remaining   | Weighted | Number of   | Weighted
| |  | -------- | ----------- | ----------- | -------- | ----------- | --------
| |  | Range of |             | Contractual | Average  | Options     | Average 
| |  | Exercise | Options     | Life        | Exercise | Currently   | Exercise
| |  | Prices   | Outstanding | (in years)  | Price    | Exercisable | Price   
| |  | US$ 0.15 | 1,350,000   | 4.92        | US$ 0.15 | 1,350,000   | US$ 0.15

| |    | Refer to Note 10(a).
| | -- | --------------------
| |    |                     
| | c) | Warrants            

|                                    | Warrants   
|----------------------------------- | -----------
|                                    | Outstanding
|Balance, December 31, 2002 and 2003 | -          
|Warrants granted                    | 4,403,000  
|Balance, December 31, 2004          | 4,403,000  

F-14

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|Warrants    | Exercise        | Expiry           
|----------- | --------------- | -----------------
|Outstanding | Price           | Date             
|            |                 |                  
|889,500     | $0.25 to $ 0.30 | February 5, 2006 
|698,000     | $0.54           | June 9, 2006     
|2,815,500   | $0.26 to $ 0.29 | December 31, 2006
|4,403,000   |                 |                  

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Amounts payable to related parties as of December
        31, 2004 of $196,777 (2003 - $152,240) is owing to directors and
        to companies controlled by the directors for consulting fees and for expenses
        paid on behalf of the Company.                                
|  
|   | During the year ended December 31, 2004 the Company
        incurred $35,000 in consulting fees to one of its officers (2003 –
        nil). (Refer to Note 9.)                                                                                                                        
|  
|   | The above transactions have been in the normal course
        of operations and, in management’s opinion, undertaken with the
        same terms and conditions as transactions with unrelated parties.                                                                                
|  
|7. | INCOME TAXES                                                                                                                                                                                                                                                                           
|  
|   | The actual income tax provisions differ from the
        expected amounts calculated by applying the Canadian combined federal
        and provincial corporate income tax rates to the Company’s loss
        before income taxes. The components of these differences are as follows:

|                                             |   | 2004         |       |   | 2003     |  
|-------------------------------------------- | - | ------------ | ----- | - | -------- | -
|                                             |   |              |       |   |          |  
|Loss before income taxes                     | $ | **(958,822** | )     | $ | (319,515 | )
|Corporate tax rate                           |   | 35.6%        |       |   | 37.6%    |  
|                                             |   |              |       |   |          |  
|Expected tax expense (recovery)              |   | **(341,341** | )     |   | (120,000 | )
|Increase (decrease) resulting from:          |   |              |       |   |          |  
|Amounts not
      deductible for tax         |   | **(149,876** | **)** |   | -        |  
|Effect of
      change in statutory tax rate |   | 12,000       |       |   | 7,000    |  
|Renounced
      exploration expenditures     |   | 8,459        |       |   | -        |  
|Change in
      deferred tax asset valuation |   |              |       |   |          |  
|allowance and other                          |   | 168,630      |       |   | 113,000  |  
|                                             |   |              |       |   |          |  
|Deferred income tax provision (recovery)     | $ | (2,376       | )     | $ | -        |  

F-15

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | INCOME TAXES(Continued)
      The Company’s tax-effected deferred income tax
        assets and liabilities are estimated as follows:
|-- | -------------------------------------------------------------------------------------------------------------------------------------

|                                               |   | 2004     |   |   | 2003     |  
|---------------------------------------------- | - | -------- | - | - | -------- | -
|                                               |   |          |   |   |          |  
|Mineral properties in excess of carrying value | $ | 218,000  |   | $ | 129,000  |  
|Non-capital losses available                   |   | 238,000  |   |   | 163,000  |  
|                                               |   |          |   |   |          |  
|Potential deferred income tax assets           |   | 456,000  |   |   | 292,000  |  
|Less: valuation allowance                      |   | (456,000 | ) |   | (292,000 | )
|                                               |   |          |   |   |          |  
|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 $668,000 (2003 - $428,000)
        of non-capital losses which can be applied to reduce future taxable income,
        expiring as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Year of Expiry |  |   | Amount 
|-------------- |  | - | -------
|               |  |   |        
|2006           |  | $ | 55,000 
|2007           |  |   | 115,000
|2008           |  |   | 67,000 
|2009           |  |   | 59,000 
|2010           |  |   | 59,000 
|2011           |  |   | 73,000 
|2014           |  |   | 240,000
|               |  | $ | 668,000

|   | The Company has certain resource related deductions
        and other losses of approximately $613,000 (2003 - $340,000) 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.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                           
|8. | SUPPLEMENTAL CASH FLOW INFORMATION                                                                                                                                                                                                                                                                                                                                        

| |  |                                |   | Year ended December, 2004 |  |   | Year ended December, 2003
| |  | ------------------------------ | - | ------------------------- |  | - | -------------------------
| |  | Cash paid during the year for: |   |                           |  |   |                          
| |  | Interest                       | $ | 700                       |  | $ | -                        
| |  | Income taxes                   | $ | -                         |  | $ | -                        

|   | During the year ended December 31, 2004, 3,750,000
        escrow shares were returned to treasury and their original issuance cost
        of $7,500 was credited to contributed capital.                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                    
|9. | COMMITMENTS
      By agreement dated June 1, 2004, the Company has committed
        to pay $60,000 per year in consulting fees to an officer. Either party
        may cancel this agreement on 45 days notice to the other party.

F-16

---

|ENTOURAGE
        MINING LTD.(An Exploration Stage Company)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        DECEMBER 31, 2004 AND 2003(Stated in Canadian Dollars)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|9.  | COMMITMENTS(Continued)                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | By agreement dated June 2, 2005 the Company
        has leased office space for one year for an approximate annual rental
        cost of $13,000.
|   
|10. | SUBSEQUENT EVENTS                                                                                                                                 
|   
|    | The following events occurred subsequent
        to December 31, 2004:                                                                            
|   
|    | a)                                                                                                                                                
|   
|    | b)                                                                                                                                                
|   
|    |                                                                                                                                                   
|   
|    | c)                                                                                                                                                
|   
|    | d)                                                                                                                                                

F-17

---

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

Not applicable. Financial statements are provided under Item 17.

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

|1. | Certificate of Incorporation and Certificate of Amendment
      and Registration of  Restated Articles and Bylaws *
|-- | -------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                    
|4. | Material Contracts                                                                                                 
|   |                                                                                                                    
|   | (a)                                                                                                                
|   |                                                                                                                    
|   | (b)                                                                                                                
|   |                                                                                                                    
|   | (c)                                                                                                                
|   |                                                                                                                    
|   | (d)                                                                                                                
|   |                                                                                                                    
|   | (e)                                                                                                                

37

---

| | (f) | Agreement dated April 21, 2005 between
      the Company and CM KM Diamon ds, Inc. whereby CM KM may acquire up to a
      10% interest in the Company’s Black Warrior Project.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

|31.1 | Section 302 Certification of Chief
      Executive Officer
|---- | ----------------------------------------------------------
|    
|31.2 | Section 302 Certification
      of Chief Financial Officer
|     |                                                           
|32.1 | Section 906 Certification
      of Chief Executive Officer
|     |                                                           
|32.2 | Section 906 Certification
      of Chief Financial Officer

* incorporated by reference from our registration statement on Form F-1 that was originally filed with the commission on December 4, 2003.

SIGNATURES

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

|ENTOURAGE MINING LTD.              
|-----------------------------------
|                                   
|Dated: July
      8, 2005          
|                                   
|By:/s/ Gregory F. Kennedy          
|Gregory F. Kennedy,
      President

38

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