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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 20-F

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

OR

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

For the fiscal year ended December 31, 2010

OR

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

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

Date of event requiring this shell company report:
_______________

For the transition period from _______________to
_______________

Commission file number 000-50305

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

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

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

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

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

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

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

Common Shares Without Par Value(Title
of Class)

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

None(Title of Class)

---

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report: 10,268,103 common shares issued and outstanding as
of December 31, 2010 and April__, 2011, the date of this Report.

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

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

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

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate web site, if any, every interactive
data file required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).[ ] Yes [ ] No

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

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

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

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

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

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

|PART
      I  |                                                                                    | 4 
|------------- | ---------------------------------------------------------------------------------- | --
|              |                                                                                    |   
|ITEM 1        | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                              | 4 
|ITEM 2.       | OFFER
      STATISTICS AND EXPECTED TIMETABLE                                      | 4 
|ITEM 3.       | KEY INFORMATION                                                                    | 4 
|ITEM 4.       | INFORMATION ON
      THE COMPANY                                                   | 7 
|ITEM 4A.      | UNRESOLVED STAFF COMMENTS                                                          | 13
|ITEM 5.       | OPERATING AND
      FINANCIAL REVIEW AND PROSPECTS                                 | 13
|ITEM 6.       | DIRECTORS, SENIOR MANAGEMENTS AND EMPLOYEES                                        | 17
|ITEM 7.       | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 19
|ITEM 8.       | FINANCIAL INFORMATION                                                              | 20
|ITEM 9.       | THE OFFER AND
      LISTING                                                        | 21
|ITEM 10.      | ADDITIONAL INFORMATION                                                             | 22
|ITEM 11.      | QUANTITATIVE
      AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                    | 27
|ITEM 12.      | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                             | 27
|              |                                                                                    |   
|PART
      II |                                                                                    | 27
|              |                                                                                    |   
|ITEM 13.      | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 27
|ITEM 14.      | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 27
|ITEM 15       | CONTROLS AND PROCEDURES                                                            | 27
|ITEM 16.A     | AUDIT
      COMMITTEE FINANCIAL EXPERT                                             | 29
|ITEM 16.B     | CODE OF ETHICS                                                                     | 29
|ITEM 16.C     | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                       | 29
|ITEM 16.D     | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                         | 29
|ITEM 16.E     | PURCHASES OF EQUITY
      SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       | 29
|ITEM 16.F     | CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT                                       | 29
|ITEM 16.G     | CORPORATE
      GOVERNANCE                                                         | 29
|              |                                                                                    |   
|PART III      |                                                                                    | 29
|              |                                                                                    |   
|ITEM 17.      | FINANCIAL
      STATEMENTS                                                         | 29

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 to Annual Reports on Form 20F.

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

Not Applicable to Annual Reports on Form 20F.

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

3. A Selected Financial Data

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

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

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

|                               | Year Ended 12/31/10 | Year Ended 12/31/09 | Year Ended 12/31/08 | Year Ended 12/31/07 | Year Ended 12/31/06
|------------------------------ | ------------------- | ------------------- | ------------------- | ------------------- | -------------------
|Revenue                        | Nil                 | Nil                 | Nil                 | Nil                 | Nil                
|Net Income (Loss)              | 263,194             | (1,092,043)         | (414,840)           | (598,783)           | (2,973,161)        
|Earnings(Loss) Per Share (1)   | 0.03                | (0.17)              | (0.05)              | (0.08)              | (0.40)             
|Dividends Per Share (1)        | Nil                 | Nil                 | Nil                 | Nil                 | Nil                
|Wtd. Avg. No. Shares (1)       | 9,766,206           | 6,378,834           | 7,698,191           | 7,675,144           | 7,438,028          
|                               |                     |                     |                     |                     |                    
|Working Capital (Deficiency)   | (229,900)           | (883,300)           | (553,551)           | (139,410)           | 87,596             
|Mineral Properties             | Nil                 | Nil                 | Nil                 | Nil                 | Nil                
|Long Term Debt                 | Nil                 | Nil                 | Nil                 | Nil                 | Nil                
|Shareholders Equity (Deficit) | (228,733)           | (881,751)           | (551,487)           | (136,647)           | 91,312             
|Total Assets                   | 22,711              | 14,427              | 16,673              | 22,570              | 193,763            

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

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

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Since June 1, 1970, the government of Canada has permitted a
floating exchange rate to determine the value of the Canadian dollar as compared
to the United States dollar.On April 28, 2011, the exchange rate in
effect for Canadian dollars exchanged for United States dollars (the US dollars
that a Canadian dollar buys) was $0.95. This exchange rate is based on the noon
buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Bank of Canada. For the
past five years ended December 31 and for the last six month ends from October
1, 2010 to March 31,2011, 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, 2010  | $0.9750          
|Year ended Dec 31, 2009  | $0.8757          
|Year ended Dec 31, 2008  | $0.9441          
|Year ended Dec 31, 2007  | $0.9913          
|Year ended Dec 31, 2006  | $0.8789          
|                         |                  
|Monthly Period           | Low - High       
|                         |                  
|Month ended Oct 31, 2010 | $0.9775 - $0.9857
|Month ended Nov 30, 2010 | $0.9833 - $0.9902
|Month ended Dec 31, 2010 | $0.9890 - $0.9950
|Month ended Jan 31, 2011 | $1.0026 - $1.0089
|Month ended Feb 28, 2011 | $1.0096 - $1.0534
|Month ended Mar 31, 2011 | $1.0208 - $1.0270

The above information was obtained from the Bank of Canada.

3.B Capitalization and indebtedness

Not Applicable to Annual Reports on Form 20F.

3.C Reasons for the offer and use of proceeds

Not Applicable to Annual Reports on Form 20F.

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, 2010, we have incurred net losses
totaling $16,799,406. 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.

5

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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, 2010, we had cash on hand of $3,217 and a working
capital deficiency of $229,900. Our business plan calls for significant expenses
in connection with the acquisition and exploration of mineral claims. We will
require additional financing in order to complete these activities. In addition,
we will require additional financing to sustain our business operations if we
are not successful in earning revenues once we complete exploration on any
mineral property we acquire. We do not currently have any arrangements for
financing and we can provide no assurance to investors that we will be able to
find such financing if required.

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

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

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

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

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

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

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

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

Metal prices fluctuate widely.

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

The resource industry is very competitive.

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

Our operations may be adversely affected by environmental
regulations.

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

6

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We do not maintain environmental liability insurance.

The trading market for our shares is not always liquid.

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

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

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

Our securities may be subject to penny stock regulation.

Our stock is subject to penny stock rules as defined in 1934
Securities and Exchange Act rule 3151-1. The Commission has adopted rules that
regulate broker-dealer practices in connection with transactions in penny
stocks. Our common shares are subject to these penny stock rules. Transaction
costs associated with purchases and sales of penny stocks are likely to be
higher than those for other securities. Penny stocks generally are equity
securities with a price of less than U.S. $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customers account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customers confirmation.

In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for our common
shares in the United States and shareholders may find it more difficult to sell
their shares.

|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

4.A History and development of the Company

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

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

7

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

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

We do not have any subsidiaries.

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

4.B Business overview

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

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

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

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

Competition

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

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

The Company is exploring for gold in Central Brazil. Many
factors have caused the price of gold to escalate to over US$1,500 per oz. as of
April 26, 2011 from $240 per ounce in 2002. There are many junior gold
exploration companies in direct competition with the Company and a discovery of
gold mineralization by the Company would not have any effect on the price of
gold.

The Company is prospecting for uranium in Quebec. It is
anticipated that uranium generated power will become more popular in the decades
to come as rising oil prices and political strife in the worlds oil producing
regions continue. The price of U3O8 (yellow
cake) had risen from $7US/ lb in 2005 to $135US/lb. in early 2007.The
 weekly spot price for U3O8 as a April 25, 2011 was
US$55.50.

Regulations

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

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

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

8

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

Management & Employees

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

Our President and Chief Executive Officer, Gregory F. Kennedy,
devotes approximately 50% of his business time to our affairs. Mr. Kennedy is
paid $2,500 per month on a month-to-month basis to attend to the affairs of the
Company.

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

Office Space

We utilize about 700 square feet of office space in Vancouver,
British Columbia. Our rent is approximately $800 per month.

4.C Organizational structure

Not applicable.

4.D Property, plant and equipment

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

The Pires Gold Project

Option Agreement and Claim Information

On June 17, 2009, and as amended November 13, 2009, the Company
signed a definitive Mineral Option agreement (the Option) with Infogeo
Locaçeos Ltda. (Infogeo), a private Brazilian company, whereby the Company has
the option to earn a 100% unencumbered interest in the Pires Gold Project
(formerly known as the Buon Sucesso Proyecto) situated in southern Goiás
State, Central Brazil.

When acquired, the Pires Gold Project consisted of 5 mineral
licenses covering more than 8501 hectares (21,000 acres) located 2.5 hours drive
from Brasilia and about 1 hour outside of the small city of Pires do Rio, Goiás
State. Subsequent to the acquisition, the Company dropped two of the
southernmost claim blocks and acquired 5 new claims: the Garimpo (acquired July
2009) and four other claim blocks surrounding the original land package. At
present, the total package is approximately 12, 000 hectares. Subsequent to the
changes indicated, the property is rectangular in shape and is approximately 8
kilometres long and 5 kilometres wide. The Pires Property covers sericite
schist, chlorite schist and quartzites that have been intensely weathered under
oxidizing tropical conditions. Metamorphic foliation of the schists and
quartzites dips mainly to the west, and appears to be tightly folded. These
metamorphic rocks belong to the Brasilia Belt, a region where terrains from the
west have been thrust eastward over the ancient (Archean) Sao Francisco
craton.

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

Expenditure Option

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

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

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

| | (i) | paying USD $100,000 to the Optionor (or its nominee) on
      or before January 16, 2010 (paid), and
| | --- | ----------------------------------------------------------------------------------------------------

9

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| | (ii) | expend not less than USD $300,000 (less the amount by
      which any exploration expenditures pursuant to item (ii) of the First
      Milestone exceeded the First Target) (the Second Target) in exploration
      expenditures on the property before January 16,
2011*.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (i)  | issue the Optionor 100,000 common shares of the Company
      on or before January 16, 2011 (issued subsequent to December 31, 2010),
      and                                                                     
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | expend up to USD $1,000,000 to complete and submit a
      final report by January 16, 2012*, (Any excess expended in years one and
      two is to be applied against this $1,000,000 expenditure
    requirement.)

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

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

*Subsequent to December 31, 2010, the
Company received an extension from the Pires Gold Project optionor where the
terms of its Second Milestone work commitment have been extended from January
16, 2011 to November 1, 2011 and the Third Milestone work commitment from
January 16, 2012 to November 1, 2012 for consideration of US$25,000 to be paid
no later than July 15, 2011.

Pires Property Description

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

Location and Accessibility

Access to the Pires is good, with the property being a
two-and-a-half hour drive from Brasilia (capital of Brazil) on a paved highway
that crosses the licences.

2010 Exploration Program

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

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

10

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The Doran Uranium Property

Option Agreement and Claim Information

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

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

Location and Accessibility

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

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

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

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

Exploration

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

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

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

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

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

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

11

---

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

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

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

The holes were divided into four zones with particular emphasis
on the L zone where 18 drill holes were spotted to evaluate the lateral and
depth extensions of this zone. The first four drill holes (17, 17A, 18, 18A)
drilled at different azimuths and plunge angles and set up to test the L19
anomaly, recorded encouraging near surface results including 16.99 metres (55 feet) of .87lb/short ton
U3O8and 24.1 metres (79 feet) of .66lb/ton
U3O8, as well, holes 27 and 27A, intersected three and four pegmatites respectively.
The first pegmatite, H27, returned .66lb/ton U3O8 over 5.8
metres. The L zone remains open in all directions while lateral extension and
depth extension are unknown. Best interval drill results are posted on our
website.

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

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

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

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

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

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

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

12

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

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

North section of the Doran property:

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

The G zone represents the most interesting uranium site with an
average value of 0.56 lb/ton U3O8from 22 samples
collected with a range of 0.06 to 0.88
U3O8lb/t, with a high value at 3.11 lb/t
U3O8.

Nearby anomalies F and H also display relatively high uranium
values (F at 0.63 lb/t U3O8from six samples with a
 range of 0.27 to 1.20 U3O8lb/t and
H at 0.5 lb/t U3O8from four samples with a range of
0.21 to 1.06 lb/t U3O8).

South section of Doran property:

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

The completion of the Fall 2008 exploration program earned
Abbastar an additional 15% interest in the property and Abbastar has now earned
a 35% interest in the Doran property. As of December 31, 2010, Abbastar had
earned a 35% interest in the Doran property but, has allowed the balance of
their option to expire.

|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

Not applicable.

|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND
      PROSPECTS
|------- | --------------------------------------------------

5.A Operating results

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

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

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

Restatement

The financial statements for the year ended December 31, 2009
have been restated to correct the accounting for warrants that were issued in
connection with a previous private placement. The exercise price of these
warrants is denominated in United States dollars, which differs from the
Companys functional currency (Canadian dollars) and therefore these warrants
cannot be considered to be indexed to the Companys own stock. Accordingly the
fair value of the warrants must be accounted for as a derivative liability with
changes in fair value recorded in the statement of operations.

13

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The effect of the resulting adjustments on the companys
financial statements for the year ended December 31, 2009 is as follows:

|Balance
      sheet as at December 31, 2009 |   |                              |   |   |            |   |  
|------------------------------------------- | - | ---------------------------- | - | - | ---------- | - | -
|                                            |   |                              |   |   |            |   |  
|                                            |   | As
      previously reported |   |   | Adjustment |   |  
|Derivative liability                        | $ | -                            |   | $ | 256,030    |   | $
|Share capital                               | $ | 13,107,970                   |   | $ | (279,622   | ) | $
|Deficit                                     | $ | (16,698,240                  | ) | $ | (364,360   | ) | $

|Statement of operations for the year ended December 31, 2009 |   |                              |   |   |            |   |  
|------------------------------------------------------------ | - | ---------------------------- | - | - | ---------- | - | -
|                                                             |   |                              |   |   |            |   |  
|                                                             |   | As
      previously reported |   |   | Adjustment |   |  
|Net loss                                                     | $ | 727,683                      |   | $ | 364,360    |   | $
|Fair value
      adjustment on derivative liability          | $ | -                            |   | $ | 364,360    |   | $
|Loss per
      common share  basic and diluted              | $ | (0.11                        | ) | $ | (0.06      | ) | $

The Fair value adjustment on derivative liability has no net
effect on in the Companys statement of cash flows.

|Income
      tax notes for the reconciliation of the reported income taxes to the
      amounts applying statutory rates |  
|------------------------------------------------------------------------------------------------------------------------ | -
|                                                                                                                         |  
|                                                                                                                         |  
|Loss
      before income taxes                                                                                           | $
|Expected income tax
      recovery                                                                                       | $
|Permanent
      differences and others                                                                                   | $

Year ended December 31, 2010 compared to year ended
December 31, 2009

Our net income for the year ended December 31, 2010 (Annual
2010) totaled $263,194 or $0.03 per share compared to a net loss of $1,092,043
or $0.17 per share for the year ended December 31, 2009 (Annual 2009). Net
income in Annual 2010 compared to a net loss in Annual 2009 was mainly due
to:

- The fair value adjustment of derivative liabilities in Annual 2010 was a
  gain of $634,555 compared to a loss of $364,360, or a difference of $998,915.
  This is a non-cash expense.
- The Company expended $156,155 in mineral property acquisition and
  exploration costs in Annual 2010, whereas we expended $262,182 in mineral
  property acquisition and exploration costs in Annual 2009. The Company
  completed a NI 43-101 technical report on its Pires Property during the year
  ended December 31, 2010 which can be located on SEDAR.
- During Annual 2010, the stock based compensation expense was $Nil whereas
  during Annual 2009, the stock based compensation was 213,422. This is a
  non-cash expense and was attributable to the number of options granted and
  vested during the prior year and the assumptions used for the Black-Scholes
  option pricing model.
- Professional fees were $70,779 during Annual 2010 compared to $108,462
  during Annual 2009. This was due to the completion of litigation during Annual
  2009 with CMKM and 1010 and the increase in legal costs to effect a 10:1
  reverse stock split in March 2009.
- During Annual 2010, management fees were $70,500 compared to $78,000 during
  Annual 2009. This was due to the reduction of remuneration to one of the
  officers during the year ended December 31, 2010.

However, travel and promotion expenses increased from $5,844 in
Annual 2009 to $25,674 in Annual 2010. This was mainly due to increased
shareholder disclosure for corporate activities during the year.

14

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

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

- The fair value adjustment of derivative liabilities in Annual 2009 was a
  loss of $364,360 compared to $Nil in Annual 2008. This is a non-cash expense.
- The Company expended $262,182 in mineral property acquisition and
  exploration costs in Annual 2009, whereas we expended $Nil in mineral property
  acquisition and exploration costs in Annual 2008 because all the Doran
  propertys costs were Abbastars responsibility. During 2008 we received a
  refund of $9,485 from the Nevada division of the Bureau of Land Management and
  received a $49,237 refund from the Quebec government in exploration tax
  credits from previous years, while in Annual 2009 we received $nil in any
  government refunds relating to exploration work.
- During Annual 2009 the stock based compensation expense was $228,510
  whereas during Annual 2008 the stock based compensation was nil. This is a
  non-cash expense and was attributable to the number of options granted and
  vested during the year and the assumptions used for the Black-Scholes option
  pricing model.
- As a result of increased business activities during Annual 2009, the office
  and sundry expenses were $41,932 whereas during Annual 2008 the office and
  sundry expenses were $34,231.
- Professional fees were $108,462 during Annual 2009 compared to $62,006
  during Annual 2008. This was due to the completion of litigation during Annual
  2009 with CMKM and 1010 and the increase in legal costs to effect a 10:1
  reverse stock split in March 2009.

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

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

5.B Liquidity and capital resources

These audited financial statements have been prepared assuming
the Company will continue on a going-concern basis. The ability of the Company
to continue as a going-concern depends upon its ability to develop profitable
operations and to continue to raise adequate financing. Management is actively
targeting sources of additional financing through alliances with financial,
exploration and mining entities, or other business and financial transactions
which would assure continuation of the Companys operations and exploration
programs. In order for the Company to meet its liabilities as they come due and
to continue its operations, the Company is solely dependent upon its ability to
generate such financing.

There can be no assurance that the Company will be able to
continue to raise funds in which case the Company may be unable to meet its
obligations. Should the Company be unable to realize its assets and discharge
its liabilities in the normal course of business, the net realizable value of
its assets may be materially less than the amounts recorded in these interim
financial statements.

The audited financial statements do not include adjustments to
amounts and classifications of assets and liabilities that might be necessary
should the Company be unable to continue operations.

On December 31, 2010, the Company had $3,217 in cash compared
to $2,212 on December 31, 2009. On December 31, 2010, we had a working capital
deficit of $229,900 compared to a working capital deficit of $883,300 on
December 31, 2009.

15

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During the year ended December 31, 2010, the Company closed a
private placement of 1,613,162 units (at a price of US $0.15 per unit) for gross
proceeds of US$241,974. Each unit consisted of one common share and one share
purchase warrant exercisable on or before January 25, 2011 at a price of US
$0.25 per share. The estimated fair value of the warrants is $125,435 using the
Black Scholes option pricing model using a 1 year term, an expected volatility
of 467% and a risk free interest rate of 0.28% . The fair value of the warrants
is included in Derivative liabilities. The Company paid a total $6,868 for legal
fees which have been recorded as share issue costs.

During the year ended December 31, 2010, 766,248 shares were
issued pursuant to the exercise of warrants at US$0.20 per share. $134,800 was
transferred from derivative liabilities to Capital Stock for the exercised
warrants.

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

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

The Company anticipates it will require additional capital in
the future to finance ongoing exploration of its properties and general and
administrative expenses, such capital to be derived from the exercise of
outstanding stock options and warrants and/or the completion of private
placements. The Company may also seek short-term loans from directors and
shareholders of the Company. There can be no assurance the Company will be able
to obtain required financing in the future on acceptable terms to the
Company.

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, 2010 or any past years.

5.D Trend information

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

The market is not one that is particularly susceptible to the
influence of one or more large suppliers or buyers. The world average grade from
producing uranium mines is 0.15 per cent U3O8, with spot
uranium prices having risen from a cyclical low of US$7.10 (U.S.) per pound in
late 2000 to US$135/lb. on June 11, 2007. The weekly spot price for U3O8
as at April 25, 2010 was US$55.50/lb.

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

5.E Off-balance sheet arrangements

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

5.F Tabular disclosure of contractual obligations

None

16

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

6.A Directors and senior management

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

|Name of Director                                                    | Age | Principal Occupation                    
|------------------------------------------------------------------- | --- | ----------------------------------------
|                                                                    |     |                                         
|Gregory F. Kennedy
      President, Director Vancouver, BC          | 61  | President of the Company                
|                                                                    |     |                                         
|Dr. Paul Shatzko
      Director, Chairman and Secretary Langley, BC | 77  | Director, Chairman and
      Secretary  
|                                                                    |     |                                         
|James A. Turner Director,
      Surrey, BC                          | 65  | Director                                
|                                                                    |     |                                         
|Executive Officers:                                                 |     |                                         
|                                                                    |     |                                         
|Name of Officer                                                     | Age | Office                                  
|                                                                    |     |                                         
|Gregory F. Kennedy                                                  | 61  | President, Chief Executive
      Officer
|Paul Shatzko                                                        | 77  | Secretary and Chairman                  
|Pradeep Varshney                                                    | 54  | Chief Financial Officer                 

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

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

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

At our annual general meeting in April 2004, Mr. Kennedy was
appointed as President of our company. Since May 2003, Greg Kennedy has been a
director of the Company. In July 2002, Mr. Kennedy became a Director of Abbastar
Holdings Ltd. (TSX:V-ABA.H.), formerly Fountain House Holdings located in
Vancouver, British Columbia. In May 2007, ABA.H changed its name from Abbastar
Holdings to Abbastar Uranium, reflecting a change of business and graduation to
a Tier II listing on the TSX Venture Exchange. Mr. Kennedy ceased to be a
director of Abbastar in August 2006. Since October 2007, he has been a director
and secretary of Trijet Mining Corp.

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

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

Dr. Paul Shatzko  Director, Chairman and
Secretary

Dr. Shatzko is a retired radiologist and self employed
businessman; he is a director of several public companies and a director of
Entourage Mining Ltd. since July 31, 2004. Since October 2007, he has been a
director and President of Trijet Mining Corp.

17

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James A. Turner - Director

Mr. Turner holds a B.Sc. degree from the University of British
Columbia. He has been a practicing geologist since 1976. Mr. Turner is a member
of the Association of Professional Engineers and Geoscientists of British
Columbia and a former fellow of the Geological Association of Canada. He has
been involved in mineral explorations with major mining companies such as Teck
Cominco Limited, Noranda Inc. and Newmont Explorations of Canada Limited. During
his career Mr. Turner has worked in British Columbia, the Northwest Territories,
Baffin Island, Yukon Territory, Mali, Ghana, Panama, U.S.A and Brazil. Mr.
Turner has extensive experience in exploration for base metals, precious metals,
and diamonds.

Pradeep Varshney, Chief Financial Officer

Pradeep Varshney is a Certified General Accountant. In
addition, he has an MBA from the University of Western Ontario, and an MS
(Chemical Engineering) from the University of New Hampshire, USA. Mr. Varshney
has been involved with public companies for the last 16 years. Since October
2007, he has been the CFO of Trijet Mining Corp. From October 2007 till November
2010 he was a director of Trijet Mining Corp. Since April 2011 he has been a
director of HFX Holdings Corp. He was formerly the CFO of Mountain Province
Diamonds Inc. and Gee-Ten Ventures Inc.

6.B Compensation

We are required, under applicable securities legislation in
Canada, to disclose to our shareholders details of compensation paid to our
directors. The following fairly reflects all material information regarding
compensation paid to our directors in our fiscal year ended December 31,
2010

Summary Compensation Table

|NAME AND
      PRINCIPAL POSITION                                       | YEAR                                           | ANNUAL COMPENSATION                 | LONG-TERM COMPENSATION
|----------------------------------------------------------------------- | ---------------------------------------------- | ----------------------------------- | ----------------------
|Salary
      ($)                                                        | Bonus
      ($)                                | Other Annual
      Compensation ($) | Awards                
|Restricted Stock Awards
      ($)                                       | Securities Underlying
      Options/ SARs (#)
|Gregory F. Kennedy, President, Chief
      Executive Officer & Director | 2010                                           | Nil                                 | Nil                   
|James A. Turner, Director                                               | 2010                                           | Nil                                 | Nil                   
|Paul Shatzko, Chairman, Secretary &
      Director                      | 2010                                           | Nil                                 | Nil                   

6.C Board practices

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

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

We do not have an executive committee.

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

18

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6.D Employees

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

6.E Share ownership

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

|Name               | Number of Shares Owned | Percentage of Outstanding
      Common Shares1
|------------------ | ---------------------- | ----------------------------------------------
|Gregory F. Kennedy | 775,000                | 7.5%                                          
|Paul Shatzko       | 852,5662               | 8.2%                                          
|James A. Turner    | Nil                    | 0.0%                                          
|Pradeep Varshney   | 380,0003               | 3.7%                                          

| | 1. | Based on 10,368,103 issued and outstanding shares as of
      the date of this Report.
| | -- | --------------------------------------------------------------------------------------
| | 2. | Includes common shares held by spouse.                                                
| | 3. | Includes common shares held by
spouse.                                                

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

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

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

7.A Major shareholders

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

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

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

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

|Name               | Number of Shares | Percentage of Total
|------------------ | ---------------- | -------------------
|Gregory F. Kennedy | 775,000          | 7.5%               
|Paul Shatzko       | 852,566          | 8.3%               

Of our 143 registered shareholders, 46 shareholders are
Canadian residents (who hold approximately 66% of our issued and outstanding
shares), 92 shareholders are United States residents (who hold approximately 31%
of our issued and outstanding shares) and 5 shareholders are foreign
residents (who hold approximately 3% of our issued and outstanding shares).

19

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

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

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

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

7.B Related party transactions

During the Fiscal Year Ended December 31, 2010

Amounts payable to related parties as of December 31, 2010 of
$72,159 (2009 - $91,066) is owing to directors, former directors, to a company
controlled by an officer and to a public company with directors in common, for
management fees, consulting fees and for expenses paid on behalf of the Company.
The amounts are non-interest bearing, unsecured, and have no fixed terms of
repayment.

During the year ended December 31, 2010, the Company incurred
$70,500 (2009 - $78,000; 2008 - $300,000) in management fees to its directors
and officers.

The above transactions have been recorded at exchange amount
that is the amount of consideration established and agreed to by the related
parties.

From January 1, 2011 to the date of this report

Gregory Kennedy and Paul Shatzko are each earning management
fees of $2,500 per month from us.

7.C. Interests of experts and counsel

Not Applicable

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

8.A Consolidated Statements and other Financial Information

The following financial statements for the year ended December
31, 2010 with comparatives for December 31, 2009 and December 31, 2008 (except
for the balance sheet, which does not include comparative for December 31,
2008), have been audited by an independent auditor, are accompanied by an audit
report and are attached and incorporated herein:

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

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

Export Sales

We have not had any export sales in our latest financial year
ended December 31, 2010 and, as a result, the percentage of export sales for the
Company was zero.

20

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Legal Proceedings

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

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

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

Dividend Policy

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

8.B Significant Changes

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

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

9.A. Offer and listing details

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

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

|Annual Periods                       | High  | Low  
|------------------------------------ | ----- | -----
|January 1, 2006 to December 31, 2006 | $5.30 | $1.70
|January 1, 2007 to December 31, 2007 | $3.30 | $0.60
|January 1, 2008 to December 31, 2008 | $1.00 | $0.10
|January 1, 2009 to December 31, 2009 | $0.75 | $0.11
|January 1, 2010 to December 31, 2010 | $0.45 | $0.10
|                                     |       |      
|Quarterly Periods                    |       |      
|                                     | High  | Low  
|January 1, 2009 to March 31, 2009    | $0.75 | $0.10
|April 1, 2009 to June 30, 2009       | $0.72 | $0.12
|July 1, 2009 to September 30, 2009   | $0.60 | $0.25
|October 1, 2009 to December 31, 2009 | $0.50 | $0.27
|January 1, 2010 to March 31, 2010    | $0.48 | $0.21
|April 1, 2010 to June 30, 2010       | $0.35 | $0.12
|July 1, 2010 to September 30, 2010   | $0.27 | $0.11
|October 1, 2010 to December 31, 2010 | $0.21 | $0.11
|January 1, 2011 to March 31, 2011    | $0.20 | $0.03
|                                     |       |      
|Monthly Periods                      |       |      
|                                     | High  | Low  
|October 2010                         | $0.21 | $0.15
|November 2010                        | $0.20 | $0.11
|December 2010                        | $0.18 | $0.11
|January 2011                         | $0.17 | $0.10
|February 2011                        | $0.20 | $0.10
|March 2011                           | $0.19 | $0.03

21

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9.B Plan of distribution

Not Applicable to Annual Reports on Form 20F.

9.C Markets

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

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

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

9.D Selling shareholders

Not Applicable to Annual Reports on Form 20F.

9.E Dilution

Not Applicable to Annual Reports on Form 20F.

9.F Expenses of the issue

Not Applicable to Annual Reports on Form 20F.

ITEM
10.           ADDITIONAL
INFORMATION

10.A Share Capital

Not Applicable to Annual Reports on Form 20F.

10.B Memorandum and articles of association

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

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

22

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|3. | Shares
|-- | ------
|   |       
|   | a.    
|   |       
|   | b.    
|   |       
|   | c.    
|   |       
|   | d.    
|   |       
|   | e.    
|   |       
|   | f.    
|   |       
|   | g.    
|   |       
|   | h.    

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

10.C Material contracts

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

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

23

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| | 5. | Agreement dated February 13, 2007 between the Company and
      Abbastar Uranium Corp. (formerly Abbastar Holding Ltd.) whereby Abbastar
      may earn up to 70% interest in the Doran uranium prospect in Costebelle
      Township, Quebec. (referenced by way of the Companys 6-K filed February
      14, 2007).
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | Agreement dated June 17, 2009 between the Company and
      Infogeo Servicos e Locacoes Ltda,, whereby the Company can earn a 100%
      interest in the Pires gold project in south central Brazil.                                                                                                                                                                                                                                                        
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 7. | Letter of Intent (LOI) signed February 18, 2010 with
      Ansell Capital Corp., (Ansell) a TSX Venture listed company, pursuant to
      which Ansell proposes to acquire all of the outstanding and issued shares
      of the Company through a plan of arrangement (the Arrangement) under the
      British Columbia Corporations Act. On July 14, 2010, the Company was
      notified by Ansell that it would not be proceeding with the
  LOI.

10.D Exchange Controls

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

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

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

10.E Taxation

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

Certain US Federal Income Tax Consequences

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

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

24

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U.S. Holders

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

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

Distributions on common shares of the Company

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

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

Foreign Tax Credit

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

25

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Disposition of common shares of the Company

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

Certain Canadian Federal Income Tax Consequences

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

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

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

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

26

---

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

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

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

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

Not applicable.

PART II

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

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

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

Not applicable

|ITEM 15 | CONTROLS AND PROCEDURES
|------- | -----------------------

Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of our disclosure controls and procedures as of
December 31, 2010, pursuant to Rule 13a-15(b) of the Exchange Act. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that the Companys disclosure controls and procedures were not
effective as of December 31, 2010.

Managements Annual Report on Internal Control Over
Financial Reporting

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

27

---

As of December 31, 2010, management assessed the effectiveness
of the Companys internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) and SEC guidance on conducting such
assessments. Based on that evaluation, they concluded that, during the period
covered by this report, such internal controls and procedures were not effective
to detect the inappropriate application of US GAAP rules as more fully described
below. This was due to deficiencies that existed in the design or operation of
our internal control over financial reporting that adversely affected our
internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the
Companys management considered to be material weaknesses under COSO and SEC
rules were: (1) lack of a functioning audit committee and lack of a majority of
independent directors on the Companys board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures; (2) inadequate segregation of duties consistent with
control objectives; (3) insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (4) ineffective
controls over period end financial disclosure and reporting processes. The
aforementioned material weaknesses were identified by the Companys Chief
Financial Officer in connection with the preparation of our financial statements
as of December 31, 2010 and communicated the matters to our management and board
of directors.

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

We are committed to improving our financial organization. As
part of this commitment, we hope to create a position to segregate duties
consistent with control objectives and will increase our personnel resources and
technical accounting expertise within the accounting function when funds are
available to the Company: i) Appointing one or more outside directors to our
board of directors who shall be appointed to the audit committee of the Company
resulting in a fully functioning audit committee who will undertake the
oversight in the establishment and monitoring of required internal controls and
procedures; and ii) Preparing and implementing sufficient written policies and
checklists which will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements.

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

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

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

This annual report does not include an attestation report of
the Companys registered public accounting firm regarding internal control over
financial reporting. Our managements report was not subject to attestation by
the Companys registered public accounting firm because our Company is not an
accelerated filer or large accelerated filer.

Changes in Internal Control over financial reporting

During the year ended December 31, 2010, there were no changes
in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act) that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

28

---

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

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

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

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

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

|(a) | Audit Fees
|--- | ----------

The aggregate fees billed for each of the la

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

st two fiscal years
  for professional services rendered by the Companys principal accountant(s) for
  the audit of the Companys annual financial statements, together with services
  that are normally provided by the principal accountant in connection with
  statutory and regulatory filings or engagements were $17,850 for the year ended
  December 31, 2010 and $19,540 for the year ended December 31, 2009.

|(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 for the year ended December 31, 2010 and $1,088 for year December 31,
2009.

|(c) | Tax Fees
|--- | --------

The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant for tax
compliance, tax advice and tax planning and tax return preparation were $400 for
the year ended December 31, 2010 and $400 for the year ended December 31,
2009.

The aggregate fees billed in each of the last two fiscal years
for products and services provided by the principal accountant other than
services disclosed in paragraphs (a) through (c) of this Item were $nil for the
year ended December 31, 2010 and $nil for the year ended December 31, 2009.

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

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

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

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

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

Not Applicable.

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

Not Applicable.

PART III

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

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

29

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2010 
  (Stated in Canadian Dollars)

F-1

---



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

To the Shareholders of Entourage Mining Ltd

We have audited the balance sheets of Entourage Mining Ltd (an
  exploration stage company) as at December 31, 2010 and 2009 and the statements
  of operations, stockholders deficit and cash flows for the years ended
  December 31, 2010, 2009 and 2008 and the period from June 16, 1995 (inception)
  through December 31, 2010. These financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these financial statements based on our audits.

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

In our opinion, these financial statements present fairly, in
  all material respects, the financial position of Entourage Mining Ltd. at December
  31, 2010 and 2009 and the results of its operations and its cash flows for the
  years ended December 31, 2010, 2009 and 2008 and the period from June 16, 1995
  (inception) through December 31, 2010 in conformity with accounting principles
  generally accepted in the United States of America.

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

As described in Note 13, the consolidated financial statements
  for the year ended December 31, 2009 have been restated.

|DMCL                               
|-------------------------------------
|                                     
|DALE MATHESON CARR-HILTON LABONTE LLP
|CHARTERED ACCOUNTANTS                
|Vancouver, Canada                    
|April 22, 2011                       



F-2

---

|ENTOURAGE MINING LTD.         
|------------------------------
|(An Exploration Stage Company)
|                              
|BALANCE SHEETS                
|(Stated in Canadian Dollars)  

|                                                                                                 |  | DECEMBER 31, |  
|------------------------------------------------------------------------------------------------ |  | ------------ | -
|                                                                                                 |  | 2010         |  
|                                                                                                 |  |              |  
|                                                                                                 |  | **$**        |  
|ASSETS                                                                                           |  |              |  
|                                                                                                 |  |              |  
|Current                                                                                          |  |              |  
|Cash                                                                                             |  | 3,217        |  
|Advances and prepaid
      expenses                                                              |  | 6,584        |  
|Other receivable                                                                                 |  | 11,743       |  
|                                                                                                 |  | 21,544       |  
|Equipment, net
      of depreciation(Note 3)                                                     |  | 1,167        |  
|                                                                                                 |  |              |  
|                                                                                                 |  | 22,711       |  
|                                                                                                 |  |              |  
|LIABILITIES                                                                                      |  |              |  
|                                                                                                 |  |              |  
|Current                                                                                          |  |              |  
|Accounts payable                                                                                 |  | 153,212      |  
|Loan payable (Note 5)                                                                            |  | 26,011       |  
|Due to related parties
      (Note 8)                                                            |  | 72,159       |  
|Derivative liabilities (Notes 6, 12 and 13)                                                      |  | 62           |  
|                                                                                                 |  | 251,444      |  
|                                                                                                 |  |              |  
|                                                                                                 |  |              |  
|STOCKHOLDERS DEFICIT                                                                            |  |              |  
|                                                                                                 |  |              |  
|Capital Stock(Note 7)                                                                            |  |              |  
|Authorized:
      
                      
      Unlimited common voting shares without par value |  |              |  
|Issued: 
                      
      10,268,103 common shares (2009  7,738,693)                |  | 13,306,807   |  
|                                                                                                 |  |              |  
|Additional paid in capital                                                                       |  | 3,263,866    |  
|                                                                                                 |  |              |  
|Obligation to issue shares(Note 7)                                                               |  | -            |  
|                                                                                                 |  |              |  
|Deficit accumulated
      during the exploration stage                                           |  | (16,799,406  | )
|                                                                                                 |  | (228,733     | )
|                                                                                                 |  |              |  
|                                                                                                 |  | 22,711       |  

CONTINGENCIES AND COMMITMENTS(Notes 1, and 4) SUBSEQUENT EVENTS(Note 14)

Approved by the Board of Directors:

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

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

F-3

---

|ENTOURAGE MINING LTD.         
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF OPERATIONS      
|(Stated in Canadian Dollars)  

|                                                        |   | YEARS ENDED  |   |   | June 16,
      1995 |  
|------------------------------------------------------- | - | ------------ | - | - | ------------------- | -
|                                                        |   |              |   |   | (inception)         |  
|                                                        |   | DECEMBER 31, |   |   | To                  |  
|                                                        |   |              |   |   |                     |  
|                                                        |   | 2010         |   |   | 2009                |  
|                                                        |   |              |   |   | Restated           |  
|                                                        |   |              |   |   | Note
      13       |  
|                                                        |   | **$**        |   |   | $                   |  
|Expenses                                                |   |              |   |   |                     |  
|Depreciation                                            |   | 382          |   |   | 515                 |  
|Consulting                                              |   | 4,715        |   |   | -                   |  
|Consulting  stock based compensation (Note 7)          |   | -            |   |   | 213,422             |  
|Financing fee  stock based compensation
      (Note 7) |   | -            |   |   | 15,088              |  
|Interest and bank charges                               |   | 3,209        |   |   | 2,238               |  
|Management fees (Note 8)                                |   | 70,500       |   |   | 78,000              |  
|Mineral property costs (recovery)                       |   | 156,155      |   |   | 262,182             |  
|Office and sundry                                       |   | 39,947       |   |   | 41,932              |  
|Professional fees                                       |   | 70,779       |   |   | 108,462             |  
|Travel and promotion                                    |   | 25,674       |   |   | 5,844               |  
|                                                        |   |              |   |   |                     |  
|Loss Before Other Item                                  |   | (371,361     | ) |   | (727,683            | )
|                                                        |   |              |   |   |                     |  
|Fair value adjustment of derivative liabilities         |   |              |   |   |                     |  
|(Notes 1, 6, 12 and
      13)                           |   | 634,555      |   |   | (364,360            | )
|                                                        |   |              |   |   |                     |  
|Income (Loss) Before Income Taxes                       |   | 263,194      |   |   | (1,092,043          | )
|                                                        |   |              |   |   |                     |  
|Deferred income
      tax recovery                      |   | -            |   |   | -                   |  
|                                                        |   |              |   |   |                     |  
|Net Income (Loss)                                       |   | 263,194      |   |   | (1,092,043          | )
|                                                        |   |              |   |   |                     |  
|Earnings (Loss) Per Share                               |   |              |   |   |                     |  
|basic                                                   | $ | 0.03         |   | $ | (0.17               | )
|diluted                                                 | $ | 0.02         |   | $ | (0.17               | )
|                                                        |   |              |   |   |                     |  
|Weighted Average Common Shares Outstanding              |   |              |   |   |                     |  
|basic                                                   |   | 9,766,206    |   |   | 6,378,834           |  
|diluted                                                 |   | 13,643,412   |   |   |                     |  

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

F-4

---

|ENTOURAGE MINING LTD.              
|-----------------------------------
|(An Exploration Stage Company)     
|                                   
|STATEMENTS OF STOCKHOLDERS DEFICIT
|(Stated in Canadian Dollars)       

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

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

F-5

---

|ENTOURAGE MINING LTD.              
|-----------------------------------
|(An Exploration Stage Company)     
|                                   
|STATEMENTS OF STOCKHOLDERS DEFICIT
|(Stated in Canadian Dollars)       

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

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

F-6

---

|ENTOURAGE MINING LTD.              
|-----------------------------------
|(An Exploration Stage Company)     
|                                   
|STATEMENTS OF STOCKHOLDERS DEFICIT
|(Stated in Canadian Dollars)       

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

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

F-7

---

|ENTOURAGE MINING LTD.              
|-----------------------------------
|(An Exploration Stage Company)     
|                                   
|STATEMENTS OF STOCKHOLDERS DEFICIT
|(Stated in Canadian Dollars)       

|                                                                                                             |  |           |  |  |            |  |  |            |  |  |            |  |  | DEFICIT     |   |  |          |  
|------------------------------------------------------------------------------------------------------------ |  | --------- |  |  | ---------- |  |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | -------- | -
|                                                                                                             |  |           |  |  |            |  |  |            |  |  |            |  |  | ACCUMULATED |   |  |          |  
|                                                                                                             |  | NUMBER    |  |  |            |  |  | OBLIGATION |  |  | ADDITIONAL |  |  | DURING      |   |  |          |  
|                                                                                                             |  | OF        |  |  |            |  |  | TO ISSUE   |  |  | PAID-IN    |  |  | EXPLORATION |   |  |          |  
|                                                                                                             |  | SHARES    |  |  | AMOUNT     |  |  | SHARES     |  |  | CAPITAL    |  |  | STAGE       |   |  | TOTAL    |  
|                                                                                                             |  |           |  |  | **$**      |  |  | **$**      |  |  | **$**      |  |  | **$**       |   |  | **$**    |  
|                                                                                                             |  |           |  |  |            |  |  |            |  |  |            |  |  |             |   |  |          |  
|Balance, December 31, 2006, carried forward                                                                  |  | 7,601,524 |  |  | 12,125,964 |  |  | -          |  |  | 2,922,282  |  |  | (14,956,934 | ) |  | 91,312   |  
|March 12, 2007, shares issued for Property option payment at
      US$3.00 per share deemed price            |  | 50,000    |  |  | 175,530    |  |  | -          |  |  | -          |  |  | -           |   |  | 175,530  |  
|March 27, 2007, shares issued for options exercise
      at US$1.50 per share                                |  | 5,000     |  |  | 8,760      |  |  | -          |  |  | -          |  |  | -           |   |  | 8,760    |  
|March 31, 2007, shares issued for Private Placement at US$1.50
      per share net of finders fee of $4,537 |  | 26,669    |  |  | 41,647     |  |  | -          |  |  | -          |  |  | -           |   |  | 41,647   |  
|Stock based compensation                                                                                     |  | -         |  |  | -          |  |  | -          |  |  | 113,074    |  |  | -           |   |  | 113,074  |  
|April 3, 2007, shares issued for Options exercise at US$1.50
      per share                                 |  | 5,000     |  |  | 8,507      |  |  | -          |  |  | -          |  |  | -           |   |  | 8,507    |  
|June 18, 2007, shares issued for debt at US$2.00
      per share                                             |  | 10,000    |  |  | 23,306     |  |  | -          |  |  | -          |  |  | -           |   |  | 23,306   |  
|Loss for the year                                                                                            |  | -         |  |  | -          |  |  | -          |  |  | -          |  |  | (598,783    | ) |  | (598,783 | )
|Balance, December 31, 2007                                                                                   |  | 7,698,193 |  |  | 12,383,714 |  |  | -          |  |  | 3,035,356  |  |  | (15,555,717 | ) |  | (136,647 | )
|Loss for the year                                                                                            |  | -         |  |  | -          |  |  | -          |  |  | -          |  |  | (414,840    | ) |  | (414,840 | )
|Balance, December 31, 2008                                                                                   |  | 7,698,193 |  |  | 12,383,714 |  |  | -          |  |  | 3,035,356  |  |  | (15,970,557 | ) |  | (551,487 | )

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

F-8

---

|ENTOURAGE MINING LTD.              
|-----------------------------------
|(An Exploration Stage Company)     
|                                   
|STATEMENTS OF STOCKHOLDERS DEFICIT
|(Stated in Canadian Dollars)       

|                                                                                                                          |  |            |   |  |            |   |  |            |  |  |            |  |  | DEFICIT     |   |  |            |  
|------------------------------------------------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | - |  | ---------- |  |  | ---------- |  |  | ----------- | - |  | ---------- | -
|                                                                                                                          |  |            |   |  |            |   |  |            |  |  |            |  |  | ACCUMULATED |   |  |            |  
|                                                                                                                          |  | NUMBER     |   |  |            |   |  | OBLIGATION |  |  | ADDITIONAL |  |  | DURING      |   |  |            |  
|                                                                                                                          |  | OF         |   |  |            |   |  | TO ISSUE   |  |  | PAID-IN    |  |  | EXPLORATION |   |  |            |  
|                                                                                                                          |  | SHARES     |   |  | AMOUNT     |   |  | SHARES     |  |  | CAPITAL    |  |  | STAGE       |   |  | TOTAL      |  
|                                                                                                                          |  |            |   |  | **$**      |   |  | **$**      |  |  | **$**      |  |  | **$**       |   |  | **$**      |  
|                                                                                                                          |  |            |   |  |            |   |  |            |  |  |            |  |  |             |   |  |            |  
|Balance, December 31, 2008, carried forward                                                                               |  | 7,698,193  |   |  | 12,383,714 |   |  | -          |  |  | 3,035,356  |  |  | (15,970,557 | ) |  | (551,487   | )
|Subscriptions received                                                                                                    |  | -          |   |  | -          |   |  | 26,375     |  |  | -          |  |  | -           |   |  | 26,375     |  
|June 22, 2009, shares issued for Private Placement
      at US$0.15 per share                                             |  | 4,037,500  |   |  | 683,057    |   |  | -          |  |  | -          |  |  | -           |   |  | 683,057    |  
|Transfer derivative liability for warrants granted in the year                                                            |  | -          |   |  | (339,311   | ) |  | -          |  |  | -          |  |  | -           |   |  | (339,311   | )
|Warrants exercise at US$0.20 per share during
      the year                                                              |  | 353,000    |   |  | 74,692     |   |  | -          |  |  | -          |  |  | -           |   |  | 74,692     |  
|Transfer derivative liability for warrants exercised in the
      year                                                    |  | -          |   |  | 59,689     |   |  | -          |  |  | -          |  |  | -           |   |  | 59,689     |  
|July 24, 2009, shares returned to treasury
      in exchange for US$85,000 cash payment                                   |  | (4,500,000 | ) |  | (95,753    | ) |  | -          |  |  | -          |  |  | -           |   |  | (95,753    | )
|December 16, 2009, shares issued For amendment to property
      option agreement at a deemed price of US$0.395 per share |  | 150,000    |   |  | 62,260     |   |  | 62,260     |  |  | -          |  |  | -           |   |  | 124,520    |  
|Stock based compensation                                                                                                  |  |            |   |  | -          |   |  | -          |  |  | 228,510    |  |  | -           |   |  | 228,510    |  
|Loss for the year
      (restated  Note 13)                                                                              |  | -          |   |  | -          |   |  | -          |  |  | -          |  |  | (1,092,043  | ) |  | (1,092,043 | )
|Balance, December 31, 2009 (restated  Note 13)                                                                           |  | 7,738,693  |   |  | 12,828,348 |   |  | 88,635     |  |  | 3,263,866  |  |  | (17,062,600 | ) |  | (881,751   | )

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

F-9

---

|ENTOURAGE MINING LTD.              
|-----------------------------------
|(An Exploration Stage Company)     
|                                   
|STATEMENTS OF STOCKHOLDERS DEFICIT
|(Stated in Canadian Dollars)       

|                                                                                                                         |  |            |  |  |            |   |  |            |   |  |            |  |  | DEFICIT     |   |  |          |  
|------------------------------------------------------------------------------------------------------------------------ |  | ---------- |  |  | ---------- | - |  | ---------- | - |  | ---------- |  |  | ----------- | - |  | -------- | -
|                                                                                                                         |  |            |  |  |            |   |  |            |   |  |            |  |  | ACCUMULATED |   |  |          |  
|                                                                                                                         |  | NUMBER     |  |  |            |   |  | OBLIGATION |   |  | ADDITIONAL |  |  | DURING      |   |  |          |  
|                                                                                                                         |  | OF         |  |  |            |   |  | TO ISSUE   |   |  | PAID-IN    |  |  | EXPLORATION |   |  |          |  
|                                                                                                                         |  | SHARES     |  |  | AMOUNT     |   |  | SHARES     |   |  | CAPITAL    |  |  | STAGE       |   |  | TOTAL    |  
|                                                                                                                         |  |            |  |  | **$**      |   |  | **$**      |   |  | **$**      |  |  | **$**       |   |  | **$**    |  
|                                                                                                                         |  |            |  |  |            |   |  |            |   |  |            |  |  |             |   |  |          |  
|Balance, December 31, 2009, carried forward                                                                              |  | 7,738,693  |  |  | 12,828,348 |   |  | 88,635     |   |  | 3,263,866  |  |  | (17,062,600 | ) |  | (881,751 | )
|February 3, 2010, shares issued For amendment to property option
      agreement at a deemed price of US$0.395 per share |  | 150,000    |  |  | 62,260     |   |  | (62,260    | ) |  | -          |  |  | -           |   |  | -        |  
|February 18, 2010, shares issued for Private
      Placement at US$0.15 per share, net of finance fee                    |  | 1,613,162  |  |  | 247,214    |   |  | (26,375    | ) |  | -          |  |  | -           |   |  | 220,839  |  
|Transfer derivative liability for warrants granted in the year                                                           |  | -          |  |  | (125,435   | ) |  | -          |   |  | -          |  |  | -           |   |  | (125,435 | )
|Warrants exercise at US$0.20 per share during
      the year                                                             |  | 766,248    |  |  | 159,620    |   |  | -          |   |  | -          |  |  | -           |   |  | 159,620  |  
|Transfer derivative liability for warrants exercised in the year                                                         |  | -          |  |  | 134,800    |   |  | -          |   |  | -          |  |  | -           |   |  | 134,800  |  
|Income for the year                                                                                                      |  | -          |  |  | -          |   |  | -          |   |  | -          |  |  | 263,194     |   |  | 263,194  |  
|Balance, December 31, 2010                                                                                               |  | 10,268,103 |  |  | 13,306,807 |   |  | -          |   |  | 3,263,866  |  |  | (16,799,406 | ) |  | (228,733 | )

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

F-10

---

|ENTOURAGE MINING LTD.         
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF CASH FLOWS      
|(Stated in Canadian Dollars)  

|                                                                               |  |              |   |  |            |   |  |             |   |  | June 16,
      1995 |  
|------------------------------------------------------------------------------ |  | ------------ | - |  | ---------- | - |  | ----------- | - |  | ------------------- | -
|                                                                               |  | YEARS ENDED  |   |  |            |   |  | (inception) |  
|                                                                               |  | DECEMBER 31, |   |  |            |   |  | to          |  
|                                                                               |  |              |   |  |            |   |  |             |   |  | December 31,        |  
|                                                                               |  | 2010         |   |  | 2009       |   |  | 2008        |   |  | 2010                |  
|                                                                               |  |              |   |  |            |   |  |             |   |  |                     |  
|                                                                               |  | **$**        |   |  | $          |   |  | $           |   |  | $                   |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                           |  |              |   |  |            |   |  |             |   |  |                     |  
|Net Income (Loss )                                                             |  | 263,194      |   |  | (1,092,043 | ) |  | (414,840    | ) |  | (16,799,406         | )
|Adjustments to reconcile net loss to net cash
      from operating activities: |  |              |   |  |            |   |  |             |   |  |                     |  
|Depreciation                                                                   |  | 382          |   |  | 515        |   |  | 699         |   |  | 6,677               |  
|Stock
      based compensation                                                 |  | -            |   |  | 228,510    |   |  | -           |   |  | 2,953,368           |  
|Shares issued for
      mineral property acquisition                           |  | -            |   |  | 62,260     |   |  | -           |   |  | 9,092,621           |  
|Obligation
      to issue for mineral property acquisition                     |  | -            |   |  | 62,260     |   |  | -           |   |  | -                   |  
|Shares issued for
      debt                                                   |  | -            |   |  | -          |   |  | -           |   |  | 23,306              |  
|Deferred
      tax recovery                                                    |  | -            |   |  | -          |   |  | -           |   |  | (67,162             | )
|Fair value adjustment
      of derivative liabilities                          |  | (634,555     | ) |  | 364,360    |   |  | -           |   |  | 270,195             |  
|Changes in non-cash operating working capital
      items:                     |  |              |   |  |            |   |  |             |   |  |                     |  
|Advances and prepaid
      expenses                                            |  | (5,207       | ) |  | (293       | ) |  | -           |   |  | (6,584              | )
|Other
      receivable                                                         |  | (2,454       | ) |  | 3,342      |   |  | 3,853       |   |  | (11,743             | )
|Accounts payable                                                               |  | 18,944       |   |  | (5,140     | ) |  | 99,844      |   |  | 153,212             |  
|NET CASH FLOWS USED IN OPERATING ACTIVITIES                                    |  | (359,696     | ) |  | (376,229   | ) |  | (310,444    | ) |  | (4,863,646          | )
|                                                                               |  |              |   |  |            |   |  |             |   |  |                     |  
|CASH FLOWS USED IN INVESTING ACTIVITIES                                        |  |              |   |  |            |   |  |             |   |  |                     |  
|CMKM settlement                                                                |  | -            |   |  | (95,753    | ) |  | -           |   |  | (95,753             | )
|Equipment                                                                      |  | -            |   |  | -          |   |  | -           |   |  | (7,845              | )
|NET CASH FLOWS
      USED IN INVESTING ACTIVITIES                              |  | -            |   |  | (95,753    | ) |  | -           |   |  | (103,598            | )
|                                                                               |  |              |   |  |            |   |  |             |   |  |                     |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                           |  |              |   |  |            |   |  |             |   |  |                     |  
|Loan payable                                                                   |  | (851         | ) |  | 26,862     |   |  | -           |   |  | 26,011              |  
|Due to related parties                                                         |  | (18,907      | ) |  | (337,686   | ) |  | 309,099     |   |  | 375,157             |  
|Net proceeds on
      sale of common stock                                     |  | 406,834      |   |  | 757,749    |   |  | -           |   |  | 4,569,293           |  
|Obligation to issue shares                                                     |  | (26,375      | ) |  | 26,375     |   |  | -           |   |  | -                   |  
|NET CASH FLOWS FROM FINANCING ACTIVITIES                                       |  | 360,701      |   |  | 473,300    |   |  | 309,099     |   |  | 4,970,461           |  
|                                                                               |  |              |   |  |            |   |  |             |   |  |                     |  
|INCREASE (DECREASE) IN CASH                                                    |  | 1,005        |   |  | 1,318      |   |  | (1,345      | ) |  | 3,217               |  
|CASH, BEGINNING
      OF YEAR                                                  |  | 2,212        |   |  | 894        |   |  | 2,239       |   |  | -                   |  
|                                                                               |  |              |   |  |            |   |  |             |   |  |                     |  
|CASH, END OF YEAR                                                              |  | 3,217        |   |  | 2,212      |   |  | 894         |   |  | 3,217               |  

SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING
  AND FINANCING ACTIVITIES(Note 10)

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

F-11

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

|1. | ORGANIZATION AND BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company was incorporated in the Province
        of British Columbia, Canada on June 16, 1995.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company has not produced any revenues
        from its principal business or commenced significant commercial operations
        and is considered an exploration stage company as defined by SEC Guide
        7 with reference to Financial Accounting Standards Board (FASB) issued
        Accounting Standards Codification (ASC) topic 915. In the exploration
        stage, management devotes most of its activities to conducting exploratory
        programs and developing business plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Going Concern Uncertainty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The accompanying financial statements have
        been prepared assuming the Company will continue as a going concern. This
        contemplates that assets will be realized and liabilities and commitments
        satisfied in the normal course of business. The Company has accumulated
        a net loss of $16,799,406 since its inception. The Company has no sources
        of revenue. The continuance of the Company is dependent upon its ability
        to obtain additional financing as needed to pursue new business opportunities
        and ultimately upon generating profitable operations from its mineral
        property exploration and development activities. These conditions raise
        substantial doubt about the Companys ability to continue as a going
        concern. Management has plans to seek additional capital through private
        placements of its common stock and loans from related parties to fund
        expenditures for the next year. Although there are no assurances that
        managements plans will be realized, management believes that the
        Company will be able to continue operations in the future. The financial
        statements do not include any adjustments relating to the recoverability
        and classification of recorded assets, or the amounts and classification
        of liabilities that might be necessary in the event the Company cannot
        continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | These financial statements have been prepared
        in accordance with accounting principles generally accepted in the United
        States (GAAP) . The Companys functional and reporting
        currency is the Canadian dollar. The significant accounting policies summarized
        below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-12

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

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

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

| | g) | Environmental Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | Environmental expenditures that relate to current operations
        are charged to operations or capitalized as appropriate. Expenditures
        that relate to an existing condition caused by past operations, and which
        do not contribute to current or future revenue generation, are charged
        to operations. Liabilities are recorded when environmental assessments
        and/or remedial efforts are probable, and the cost can be reasonably estimated.
        Generally, the timing of these accruals coincides with the earlier of
        completion of a feasibility study or the Companys commitments to
        plan of action based on the then known facts.

F-13

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

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

F-14

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

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

| | j) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Income taxes are accounted for under the asset
        and liability method as stipulated by ASC 740. Deferred tax assets and
        liabilities are recognized for the future tax consequences attributable
        to differences between the financial statement carrying amounts of assets
        and liabilities and their respective tax basis together with information
        on operating loss and tax credit carry forwards. Deferred tax assets and
        liabilities are measured using enacted tax rates expected to apply to
        taxable income in the year in which those temporary differences are expected
        to be recovered or settled. Under ASC 740, the effect on deferred tax
        assets and liabilities or a change in tax rate is recognized in income
        in the period that includes the enactment date. Deferred tax assets are
        reduced to estimated amounts to be realized by the use of a valuation
        allowance. A valuation allowance is applied when, in managements
        view, it is more likely than not that such deferred tax will not be utilized.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In the event that an uncertain tax position
        exists in which the Company could incur income taxes, the Company would
        evaluate whether there is a probability that the uncertain tax position
        taken would be sustained upon examination by the taxing authorities. Reserves
        for uncertain tax position would then be recorded if the Company determined
        it is probable that a position would not be sustained upon examination
        or if a payment would have to be made to a taxing authority and the amount
        is reasonably estimable. As of December 31, 2010, the Company does not
        believe it has any uncertain tax positions that would result in the Company
        having a liability to the taxing authorities.                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | k) | Stock Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Company has a stock-based compensation
        plan which is described more fully in Note 7. The Company measures the
        compensation cost of stock options and other stock-based awards to employees
        and directors at fair value at the grant date and recognizes compensation
        expense over the requisite service period for awards expected to vest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Except for transactions with employees and
        directors, all transactions in which goods or services are the consideration
        received for the issuance of equity instruments are accounted for based
        on the fair value of the consideration received or the fair value of the
        equity instruments issued, whichever is more reliably measurable. Additionally,
        the Company has determined that the dates used to value the transaction
        are either:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-15

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

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

| |                    |  | 2010  |  |  | 2009         | 
| | ------------------ |  | ----- |  |  | ------------ | 
| |                    |  | Cost  |  |  | Accumulated  | 
| |                    |  |       |  |  | depreciation | 
| |                    |  | $     |  |  | $            | 
| | Office furniture   |  | 2,812 |  |  | 2,149        | 
| | Computer equipment |  | 5,033 |  |  | 4,530        | 
| |                    |  | 7,845 |  |  | 6,679        | 

F-16

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

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

|(a) | The Pires Gold Project, Brazil                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | On June 17, 2009, and as amended on November 13, 2009,
        the Company signed a definitive Mineral Property Option agreement with
        Infogeo Servicos E Locacoes (Infogeo), a private arms length
        Brazilian company, whereby the Company received an option to acquire up
        to a 100% interest in the Pires Gold Project (Pires or the
        Pires Property), pursuant to the following terms:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | To earn a 40% interest in the property (First Milestone),
        in year one:                                                                                                                                                                                                                                                                                                                                               

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

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

| | (i)  | paying USD $100,000 to the Optionor (or its nominee)
        on or before January 16, 2010 (paid), and                                                                                                                                                                                               
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | expend not less than USD $300,000 (less the amount by
        which any exploration expenditures pursuant to item (ii) of the First
        Milestone exceeded the First Target) (the Second Target) in
        exploration expenditures on the property before January 16, 2011 (Note
        14).

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

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

Term extended (Note 14).

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

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

Pursuant to the amendment on November
  13, 2009, the Company agreed to issue a total of 300,000 (150,000 issued prior
  to December 31, 2009 and 150,000 issued prior to December 31, 2010) common shares
  of the Company in return for extension of the Year 1 exploration expenditures
  requirement. The Company recorded $62,260 for 150,000 shares issued during the
  year ended December 31, 2009 in capital stock and $62,260 for remaining 150,000
  shares as an obligation to issue shares as at December 31, 2009, and the shares
  were issued during the year ended December 31, 2010 The shares were valued at
  $0.40 (US$0.42) per share (Note 7).

F-17

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

|4.  | MINERAL PROPERTY INTERESTS(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a) | The Pires Gold Project, Brazil
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | On February 18, 2010, the Company signed a
        Letter of Intent (LOI) with Ansell Capital Corp., (Ansell)
        a TSX Venture listed company, pursuant to which Ansell proposed to acquire
        all of the outstanding and issued shares of the Company through a plan
        of arrangement (the Plan of Arrangement) under the British
        Columbia Corporations Act. The terms of the Arrangement will provide for
        a one to one common share, option and warrant swap between Ansell and
        the Companys shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Pursuant to the terms of the LOI, Ansell agreed
        to: (a) incur no less than US $200,000 (incurred) to be jointly administered
        by Ansell and the Company, which funds to be spent on qualifying expenditures
        to satisfy the Companys work commitments in respect of the Pires
        Property work commitment; and (b) advance the Company $75,000 (received)
        to pay certain agreed payables prior to the execution of the Definitive
        Agreement for a 25% interest in Entourages First Milestone of the
        Pires Gold project. The Company recorded the $75,000 payment received
        in 2010 as a reduction of mineral property costs. The Company has the
        right to re- purchase the 25% interest by paying back all advances by
        Ansell for a period of 12 months after termination of the LOI. On July
        14, 2010 the Company was notified by Ansell that it would not be proceeding
        with the Plan of Arrangement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | Doran Property, Quebec                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| | i)  | By agreement dated March 15, 2005, the Company
        obtained an option to acquire a 100% interest in certain mineral properties
        in south-central Quebec (the Doran Property) in exchange for
        cash payments of $220,000, the issuance of 75,000 common shares and the
        expenditure of $1,000,000 on the Doran Property over three years, as follows:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| |     | a.                                                                                                                                                                                                                                                                                                                                                                             
| |     | b.                                                                                                                                                                                                                                                                                                                                                                             
| |     | c.                                                                                                                                                                                                                                                                                                                                                                             
| |     | d.                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| |     | All the above terms have been met and the
        Company earned 100% interest of the property.                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                
| | ii) | The property interest is subject to a 2.5%
        Net Smelter Return (NSR). The Company has the right to purchase up to
        three-fifths of the NSR, or 1.5%, for $1,750,000.                                                                                                                                                                                             

F-18

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

|4.  | MINERAL PROPERTY INTERESTS(continued)
|--- | -------------------------------------
|    |                                      
|(b) | Doran Property, Quebec (continued)   

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

| | a. | 20% interest by spending $500,000 in exploration costs
        on or before February 13, 2008 (incurred);       
| | -- | ----------------------------------------------------------------------------------------------------------------
| | b. | 15% additional interest by expending an additional $1,000,000
        on or before February 13, 2009 (incurred);
| | c. | 15% additional interest by expending an additional $1,500,000
        on or before February 13, 2010; and       
| | d. | 20% additional interest by expending an additional $2,000,000
        on or before February 13, 2011.           

|   | As of December 31, 2010, Abbastar had earned a 35% interest
        in the Doran property but, has allowed the balance of their option to
        expire.                                                                                                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | LOAN PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On August 4, 2009, an arms length party loaned the Company
        US$25,000 for a period of 90 days, at 12% per annum. The loan was unsecured.
        As further consideration for the loan, the Company granted the lender
        100,000 stock options, exercisable at US$0.35 each for a period of five
        years. The fair value of the stock option grant was recorded as finance
        expense of $15,088. The principle and interest was repaid in 2010.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On September 16, 2010, an arms length party loaned the
        Company US$25,000 for a period of 90 days, at 12% per annum. The loan
        is unsecured. The loan was subsequently extended to June 16, 2011. As
        at December 31, 2010, accrued interest of $876 was included in the loan
        payable.                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | DERIVATIVE LIABILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Derivate liabilities consist of warrants that were originally
        issued in private placements that have exercise prices denominated in
        United States dollars (Note 13). The fair value of these warrants as at
        December 31, 2010 and 2009 is as follows:                                                                                                                                                                                           

| |                                                   |  | Exercise |  |   | 2010 |  |   | 2009    | 
| | ------------------------------------------------- |  | -------- |  | - | ---- |  | - | ------- | 
| |                                                   |  | price    |  |   |      |  |   |         | 
| | 3,684,500 warrants expiring on Jun 22, 2010       |  | US$0.20  |  | $ | Nil  |  | $ | 643,982 | 
| | 1,613,162 warrants
      expiring on Jan 25, 2011 |  | US$0.25  |  |   | 62   |  |   | -       | 
| |                                                   |  |          |  | $ | 62   |  | $ | 643,982 | 

F-19

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

|6. | DERIVATIVE LIABILITIES(continued)                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                               
|   | The fair value of these warrants was determined using
        the Black-Scholes option pricing model, and adjusted for market factor,
        using the following assumptions:

| |                         |  | 2010             |  |  | 2009             | 
| | ----------------------- |  | ---------------- |  |  | ---------------- | 
| | Volatility              |  | 155% - 467%      |  |  | 155% - 507%      | 
| | Dividend yield          |  | -                |  |  | -                | 
| | Risk-free interest rate |  | 0.20% - 0.28%    |  |  | 0.20% - 0.46%    | 
| | Expected life           |  | 0.07 yrs  1 yrs |  |  | 0.47 yrs  1 yrs | 

|7. | CAPITAL STOCK
|-- | -------------
|   |              
|   | a)           
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              
|   |              

F-20

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

|7. | CAPITAL STOCK(continued)
|-- | ------------------------
|   |                         
|   | b)                      
|   |                         
|   |                         
|   |                         
|   |                         

| |                                           |  |             |   |  |                         |  |  | Weighted | 
| | ----------------------------------------- |  | ----------- | - |  | ----------------------- |  |  | -------- | 
| |                                           |  | Options     |   |  | Weighted Average        |  |  | Average  | 
| |                                           |  | Outstanding |   |  | Exercise Price (U.S. $) |  |  | Life     | 
| | Balance, December 31, 2008                |  | 639,000     |   |  | 2.25                    |  |  | 0.09     | 
| | Options granted during the year           |  | 720,000     |   |  | 0.35                    |  |  | 5.00     | 
| | Options expired during the year           |  | (639,000    | ) |  | 2.25                    |  |  | -        | 
| | Balance, December
      31, 2009 and 2010 |  | 720,000     |   |  | 0.35                    |  |  | 3.60     | 

During the year ended December 31, 2009
  the Company granted a total of 720,000 stock options at an exercise price of
  US$0.35 per share for a five-year term. At December 31, 2010 these 720,000 stock
  options were outstanding. The fair value of the stock option grant was calculated
  using the Black-Scholes option pricing model with the following assumptions:
  (1) dividend yield of 0%, (2) expected volatility of 336%, (3) risk free interest
  rate of 3% and, (4) expected life of 5 years. Total expenses of $Nil (2009 -$228,510,
  2008 - $Nil) was recorded as stock-based compensation, $Nil (2009 - $213,422,
  2008 - $Nil) was related to consulting and $Nil (2009 - $15,088, 2008 - $Nil)
  was related to financing fee (Note 5).

The following table summarizes information
  concerning outstanding and exercisable common stock options under the SOP as
  at December 31, 2010:

Remaining
      
      Number ofContractual
      Weighted
      Options
      WeightedExercise
      Options
      Life
      Average
      Currently
      Average ExercisePrice
      Outstanding
      (in
        years)
      Exercise Price
      Exercisable
      PriceU.S. $0.35
      720,000
      3.6
      U.S. $0.35
      720,000
      U.S. $0.35


F-21

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

|7. | CAPITAL STOCK(continued)
|-- | ------------------------
|   |                         
|   | c)                      
|   |                         
|   |                         
|   |                         
|   |                         

| |                                 |  |             |   |  | Weighted Average |  |  | Weighted | 
| | ------------------------------- |  | ----------- | - |  | ---------------- |  |  | -------- | 
| |                                 |  | Warrants    |   |  | Exercise Price   |  |  | Average  | 
| |                                 |  | Outstanding |   |  | (US$)            |  |  | Life     | 
| | Balance December 31, 2008       |  | -           |   |  | -                |  |  | -        | 
| | Issued during the year          |  | 4,037,500   |   |  | 0.20             |  |  | -        | 
| | Exercised during the year       |  | (353,000    | ) |  | 0.20             |  |  | -        | 
| | Balance December 31, 2009       |  | 3,684,500   |   |  | 0.20             |  |  | 0.45     | 
| | Issued during the year          |  | 1,613,162   |   |  | 0.25             |  |  | -        | 
| | Exercised during the year       |  | (766,248    | ) |  | 0.20             |  |  | -        | 
| | Expired during the year         |  | (2,918,252  | ) |  | 0.20             |  |  | -        | 
| | Balance December
      31, 2010 |  | 1,613,162   |   |  | 0.25             |  |  | 0.07     | 

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

|8. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Amounts payable to related parties as of December 31,
        2010 of $72,159 (2009 - $91,066) is owing to directors, former directors,
        to a company controlled by an officer and to a public company with directors
        in common, for management fees, consulting fees and for expenses paid
        on behalf of the Company. The amounts are non-interest bearing, unsecured,
        and have no fixed terms of repayment.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the year ended December 31, 2010, the Company
        incurred $70,500 (2009 - $78,000; 2008 - $300,000) in management fees
        to its directors and officers.                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The above transactions have been recorded at exchange
        amount being the amount of consideration established and agreed to by
        the related parties.                                                                                                                                                                                                                                                                           

F-22

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

|9. | 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:

| |                                        |  | 2010    |   |  | 2009            |   |  | 2008     |  
| | -------------------------------------- |  | ------- | - |  | --------------- | - |  | -------- | -
| |                                        |  |         |   |  | Restated - Note |   |  |          |  
| |                                        |  |         |   |  | 13              |   |  |          |  
| |                                        |  | $       |   |  | $               |   |  | $        |  
| | Income (loss) before income tax        |  | 263,194 |   |  | (1,092,043      | ) |  | (414,840 | )
| | Combined statutory
      rate          |  | 29%     |   |  | 30%             |   |  | 31%      |  
| | Expected income tax expense (recovery) |  | 75,000  |   |  | (328,000        | ) |  | (129,000 | )
| |                                        |  |         |   |  |                 |   |  |          |  
| | Increase (decrease) resulting from:    |  |         |   |  |                 |   |  |          |  
| | Change
      in valuation allowance    |  | (70,000 | ) |  | 145,000         |   |  | (31,000  | )
| | Expiring loss carry forwards           |  | -       |   |  | 18,000          |   |  | 18,000   |  
| | Impact
      of tax rate changes       |  | (10,000 | ) |  | 180,000         |   |  | 142,000  |  
| | Permanent
      differences            |  | 5,000   |   |  | (15,000         | ) |  | -        |  
| |                                        |  |         |   |  |                 |   |  |          |  
| | Future income tax provision (recovery) |  | -       |   |  | -               |   |  | -        |  

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

| |                                                               |  | 2010       |   |  | 2009       |   |  | 2008       |  
| | ------------------------------------------------------------- |  | ---------- | - |  | ---------- | - |  | ---------- | -
| |                                                               |  | $          |   |  | $          |   |  | $          |  
| | Mineral properties tax base in excess of carrying
      value |  | 2,797,000  |   |  | 2,758,000  |   |  | 2,785,000  |  
| | Non-capital losses available                                  |  | 536,000    |   |  | 482,000    |   |  | 469,000    |  
| | Derivative financial liability                                |  | -          |   |  | 161,000    |   |  | -          |  
| | Other                                                         |  | 4,000      |   |  | 6,000      |   |  | 8,000      |  
| | Potential deferred income tax assets                          |  | 3,337,000  |   |  | 3,407,000  |   |  | 3,262,000  |  
| | Less: valuation allowance                                     |  | (3,337,000 | ) |  | (3,407,000 | ) |  | (3,262,000 | )
| | Net Deferred Income Tax Asset                                 |  | -          |   |  | -          |   |  | -          |  

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

The Company has approximately $2,145,000
  (2009 - $1,928,000) of non-capital losses which can be applied to reduce future
  taxable income, expiring as follows:

|Year of Expiry |  | Amount    | 
|-------------- |  | --------- | 
|               |  | $         | 
|2014           |  | 212,000   | 
|2015           |  | 211,000   | 
|2026           |  | 339,000   | 
|2027           |  | 429,000   | 
|2028           |  | 422,000   | 
|2029           |  | 242,000   | 
|2030           |  | 217,000   | 
|               |  | 2,145,000 | 

The Company has certain resource related
  deductions and other losses of approximately $11,189,000 (2009 -$11,033,000)
  which may be available to be offset against future taxable income in Canada.
  The realization of these tax balances in future years will be recorded as an
  adjustment to the valuation allowance and corporate tax provision in the year
  realized.

F-23

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

|10. | SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING
        AND FINANCING ACTIVITIES
|--- | ------------------------------------------------------------------------------------------

| |                                |  | Year ended        |  |  | Year ended        |  |  | Year ended        | 
| | ------------------------------ |  | ----------------- |  |  | ----------------- |  |  | ----------------- | 
| |                                |  | December 31, 2010 |  |  | December 31, 2009 |  |  | December 31, 2008 | 
| | Cash paid during the year for: |  | $                 |  |  | $                 |  |  | $                 | 
| | Interest                       |  | 1,877             |  |  | -                 |  |  | 529               | 
| | Income taxes                   |  | -                 |  |  | -                 |  |  | -                 | 

During the year ended December 31, 2010,
  the Company:

| | a) | issued 150,000 shares with a fair value of $62,260 under
        the option agreement to acquire an interest in the Pires Gold Project
        (Note 4) which was recorded as obligation to issue shares as at December
        31, 2009.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

There were no non-cash transactions during
  the year ended December 31, 2008.

|11. | SETTLEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company filed a Writ of Summons and Statement of
        Claim against CMKM and 1010 in the Supreme Court of British Columbia On
        August 27, 2007 seeking to have the Court set aside two property agreements
        entered into. During the year ended December 31, 2009 the Company settled
        its outstanding legal disputes with CMKM and 1010. As a result of the
        settlement, CMKM returned 4,500,000 common shares of the Company in exchange
        for a cash payment of US $85,000 (paid). The shares were returned to treasury
        and cancelled. The Company also settled its claims with 1010 and agreed
        to return the certain mineral properties in return for the withdrawal
        of all claims against the Company by 1010.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The FASB ASC topic 820 on fair value measurement and
        disclosures establishes three levels of inputs that may be used to measure
        fair value: quoted prices in active markets for identical assets or liabilities
        (referred to as Level 1), observable inputs other than Level 1 that are
        observable for the asset or liability either directly or indirectly (referred
        to as Level 2), and unobservable inputs to the valuation methodology that
        are significant to the measurement of fair value of assets or liabilities
        (referred to as Level 3).                                                                                                                                                                         

F-24

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

|12. | FINANCIAL INSTRUMENTS(continued)                                                                  
|--- | --------------------------------------------------------------------------------------------------
|    |                                                                                                   
|    | The carrying values and fair values of the Companys
        financial instruments are as follows:

| |                        |  |       |  |   | DECEMBER 31, 2010 |  |   | DECEMBER 31, 2009 | 
| | ---------------------- |  | ----- |  | - | ----------------- |  | - | ----------------- | 
| |                        |  |       |  |   | CARRYING          |  |   | FAIR              | 
| |                        |  | LEVEL |  |   | VALUE             |  |   | VALUE             | 
| | Financial assets       |  |       |  |   |                   |  |   |                   | 
| | Cash                   |  | 1     |  | $ | 3,217             |  | $ | 3,217             | 
| | Financial liabilities  |  |       |  |   |                   |  |   |                   | 
| | Accounts payable       |  | 2     |  | $ | 153,212           |  | $ | 153,212           | 
| | Loan payable           |  | 2     |  |   | 26,011            |  |   | 26,011            | 
| | Due to related parties |  | 2     |  |   | 72,159            |  |   | 72,159            | 
| | Derivative liabilities |  | 3     |  |   | 62                |  |   | 62                | 
| |                        |  |       |  | $ | 251,444           |  | $ | 251,444           | 

|13. | RESTATEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The financial statements for the year ended December
        31, 2009 have been restated to correct the accounting for warrants that
        were issued in connection with a previous private placement. The exercise
        price of these warrants is denominated in United States dollars, which
        differs from the Companys functional currency (Canadian dollars)
        and therefore these warrants cannot be considered to be indexed to the
        Companys own stock. Accordingly the fair value of the warrants must
        be accounted for as a derivative liability with changes in fair value
        recorded in the statement of operations.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The effect of the resulting adjustments on the companys
        financial statements for the year ended December 31, 2009 is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| | Balance
      sheet as at December 31, 2009 |   |                              |   |   |            |   |  
| | ------------------------------------------- | - | ---------------------------- | - | - | ---------- | - | -
| |                                             |   |                              |   |   |            |   |  
| |                                             |   | As previously
      reported |   |   | Adjustment |   |  
| | Derivative liability                        | $ | -                            |   | $ | 643,982    |   | $
| | Share capital                               | $ | 13,107,970                   |   | $ | (279,622   | ) | $
| | Deficit                                     | $ | (16,698,240                  | ) | $ | (364,360   | ) | $

| | Statement of operations for the year ended December 31, 2009 |   |                              |   |   |            |   |  
| | ------------------------------------------------------------ | - | ---------------------------- | - | - | ---------- | - | -
| |                                                              |   |                              |   |   |            |   |  
| |                                                              |   | As previously
      reported |   |   | Adjustment |   |  
| | Net loss                                                     | $ | 727,683                      |   | $ | 364,360    |   | $
| | Fair value adjustment on derivative liability                | $ | -                            |   | $ | 364,360    |   | $
| | Loss per common share  basic and diluted                    | $ | (0.11                        | ) | $ | (0.06      | ) | $

The Fair value adjustment on derivative
  liability has no net effect on in the Companys statement of cash flows.

| | Income tax
      notes for the reconciliation of the reported income taxes to the amounts
      applying statutory rates |  
| | ------------------------------------------------------------------------------------------------------------------------ | -
| |                                                                                                                          |  
| |                                                                                                                          |  
| | Loss before income taxes                                                                                                 | $
| | Expected income tax recovery                                                                                             | $
| | Permanent differences and others                                                                                         | $

F-25

---

|ENTOURAGE MINING LTD.                 
|--------------------------------------
|(An Exploration Stage Company)        
|NOTES TO FINANCIAL STATEMENTS         
|YEARS ENDED DECEMBER 31, 2010 AND 2009
|(Stated in Canadian Dollars)          

|14. | SUBSEQUENT EVENTS                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                 
|    | Subsequent to December 31, 2010, the Company:                                                                                                                                                   
|    |                                                                                                                                                                                                 
|    | a)                                                                                                                                                                                              
|    |                                                                                                                                                                                                 
|    | b)                                                                                                                                                                                              
|    |                                                                                                                                                                                                 
|    | c)                                                                                                                                                                                              
|    |                                                                                                                                                                                                 
|    | Subsequent events were reviewed to the date
        the financial statements were issued, and management has determined there
        are no material transactions that have not been disclosed.

F-26

---

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

|Exhibit No. | Exhibit                                                                                                                                                                                                                                           
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1         | Memorandum
      and Articles of Incorporation and Amendments thereto (1)                                                                                                                                                                         
|4.1         | Agreement
      dated March 17, 2003, between the Company and the YK Group (1)                                                                                                                                                                    
|4.2         | Agreement dated June 1, 2004
          between the Company and Goodsprings Development Corp. whereby the Company
          can acquire up to a 100% interest in and to the Black Warrior Project
          (2)                                    
|4.3         | Agreement dated March 15, 2005
          between Fayz Yacoub and the Company whereby the Company can acquire
          a 100% interest in the Doran Uranium Property (2)                                                                          
|4.4         | Agreement dated April 7, 2005
          between Star Uranium Corp. (formerly known as United Carina Resources
          Corp.) and the Company whereby the Company can acquire a 20% right in
          the Hatchet Lake Property (2)             
|4.5         | Agreement dated April 21, 2005
          between the Company and Star Uranium Corp. (formerly known as United
          Carina Resources Corp.) whereby Star may acquire up to a 10% interest
          in the Companys Black Warrior Project (2)
|4.6         | Agreement dated April 21, 2005
          between the Company and CMKM Diamonds, Inc. whereby CMKM may acquire
          up to a 10% interest in the Companys Black Warrior Project (2)                                                           
|4.7         | Agreement between the Company
          and Star Uranium dated October 21, 2005 whereby the Company may acquire
          a 50% interest in the Hatchet Lake (3)                                                                                  
|4.8         | Assignment Agreement between
          the Company and CMKM Diamonds Inc. whereby the Company may acquire any
          and all interest of CMKM Diamonds Inc.s interest in the Hatchet
          Lake Property (3)                              
|4.9         | Agreement between the Company
          and 101047025 Saskatchewan Ltd. whereby the Company may acquire an 80%
          interest in the Smeaton Property (4)                                                                                     
|4.10        | Agreement between the Company
          and Goodsprings Development Corp. whereby Goodsprings extended the terms
          of the Companys June 1, 2006 property payment as four quarterly
          payments (5)                                
|4.11        | Entourage-101047025
      Saskatchewan Ltd. claim file for the Smeaton Property (5)                                                                                                                                                               
|4.12        | Smeaton
      Property location map with legend (5)                                                                                                                                                                                               
|4.13        | Hatchet
      Lake Property map with legend (5)                                                                                                                                                                                                   
|4.14        | Revised
      Smeaton claim file (6)                                                                                                                                                                                                              
|4.15        | Entourage-Abbastar
      Uranium Option Agreement Dated February 13, 2007 (7)                                                                                                                                                                     
|4.16        | Mineral
      Option Agreement with Infogeo Locaçeos Ltda. (8)                                                                                                                                                                                    
|11.1        | Entourage
      Mining Company Ethics Policy (7)                                                                                                                                                                                                  
|12.1        | Certification
      of Principal Executive Officer *                                                                                                                                                                                              
|12.2        | Certification
      of Principal Financial Officer *                                                                                                                                                                                              
|13.1        | Certification
      pursuant to 18 U.S.C. Section 1350 *                                                                                                                                                                                          

|*Included as an exhibit hereto.
|-------------------------------
|(1)                            
|(2)                            
|(3)                            
|(4)                            
|(5)                            
|(6)                            
|(7)                            
|(8)                            

30

---

SIGNATURES

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

ENTOURAGE MINING LTD.

Dated: April 28, 2011

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

31

---