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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

[   ]  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 October 31, 2009

or

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

or

[   ]  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:    0-29250

MADISON MINERALS INC.(Exact name of Company as specified in its charter)

Not applicable(Translation of Companys name into English)

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

Suite 2000, 1055 West Hastings Street, Vancouver, B.C., Canada, V6E 2E9
(Address of principal executive offices)

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2

Page 1 of 58 PagesThe Exhibit Index is located on Page 57

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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
|None                |  |                                          

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.

37,406,727

Indicate by check mark whether the Company is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]   No [ X ]

Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ]  No [   ]

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark which financial statement item the Company has elected to follow.

Item 17 [ X ]  Item 18 [   ]

If this is an annual report, indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]  No [ X ]

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3

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the Company has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [   ]  No [   ]  Not Applicable [ X ]

The information set forth in this Annual Report on Form 20-F is as at October 31, 2009 unless an earlier or later date is indicated.

Financial information is presented in accordance with accounting principles generally accepted in Canada. Measurement differences between accounting principles generally accepted in Canada and in the United States, as applicable to the Company, are set forth in Item 5 of this Annual Report and in Note 16 to the accompanying Financial Statements of the Company.

Statements in this Annual Report regarding expected completion dates of feasibility studies, anticipated commencement dates of mining or metal production operations, projected quantities of future metal production and anticipated production rates, operating efficiencies, costs and expenditures are forward-looking statements. Actual results could differ materially depending upon the availability of materials, equipment, required permits or approvals and financing, the occurrence of unusual weather or operating conditions, the accuracy of reserve estimates, lower than expected ore grades or the failure of equipment or processes to operate in accordance with specifications. See Risk Factors for other factors that may affect the Companys future financial performance.

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4

SECURITIES AND EXCHANGE COMMISSION

FORM 20-F

TABLE OF CONTENTS

|                         |                                                                                                                                                                                                                                                                                                                                                 |         
|------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|                         |                                                                                                                                                                                                                                                                                                                                                 | Page No.
|                        
|GLOSSARY OF MINING TERMS | 8                                                                                                                                                                                                                                                                                                                                              
|                        
|PART I                   |                                                                                                                                                                                                                                                                                                                                                 | 10      
|                        
|ITEM 1.                  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                                                                                                                                                                                                                                                                                           | 10      
|                        
|ITEM 2.                  | OFFER STATISTICS AND EXPECTED TIMETABLE                                                                                                                                                                                                                                                                                                         | 10      
|                        
|ITEM 3.                  | KEY INFORMATION                                                                                                                                                                                                                                                                                                                                 | 10      
|                        
|A.                       | Selected Financial Data                                                                                                                                                                                                                                                                                                                         | 10      
|B.                       | Capitalization and Indebtedness                                                                                                                                                                                                                                                                                                                 | 11      
|C.                       | Reasons For The Offer and Use of Proceeds                                                                                                                                                                                                                                                                                                       | 11      
|D.                       | Risk Factors                                                                                                                                                                                                                                                                                                                                    | 12      
|                         | Risks Suggested by the Fact that the Company has a History of Net Losses, a Large Accumulated Deficit and a Persistent Lack of Revenue from Operations                                                                                                                                                                                          | 12      
|                         | Risks to Investors of Significant Fluctuations in Share Prices and Share Price Volatility                                                                                                                                                                                                                                                       | 12      
|                         | Risks of the Companys Exploration Efforts Failing to Establish a Viable Mining Project                                                                                                                                                                                                                                                         | 12      
|                         | Risks of Failing to Meet Additional Substantial Funding Requirements                                                                                                                                                                                                                                                                            | 12      
|                         | Risks of Adverse Currency Fluctuations                                                                                                                                                                                                                                                                                                          | 13      
|                         | Risks of Being Required to Find Substantial Funding for Development of Mineral Projects                                                                                                                                                                                                                                                         | 13      
|                         | Risks Arising from the Companys Limited Experience with Development-stage Mining Operations                                                                                                                                                                                                                                                    | 13      
|                         | Risks of Experiencing Hazards Associated with Mining,, if Mining is Attained                                                                                                                                                                                                                                                                    | 13      
|                         | Risks Arising from the Companys Exposure to Fluctuations in Mineral Prices                                                                                                                                                                                                                                                                     | 13      
|                         | Risk of Adverse Claims Against Title to the Companys Mineral Interests                                                                                                                                                                                                                                                                         | 14      
|                         | Risks Arising from the Companys Limited Capacities in the Face of Extensive Industry Competition                                                                                                                                                                                                                                               | 14      
|                         | Risks Arising from the Potential for Conflicts of Interest of the Companys Directors                                                                                                                                                                                                                                                           | 14      
|                         | Risks Arising from Environmental and Other Regulatory Requirements                                                                                                                                                                                                                                                                              | 14      
|                         | Lack of a History of, or Intention to Make, Dividend Payments                                                                                                                                                                                                                                                                                   | 15      
|                         | Risks to U.S. Investors Arising from the Fact that the Companys Officers and Directors Reside Outside the U.S., Raising the Risk of Potential Unenforceability of Civil Liabilities and Judgements                                                                                                                                             | 15      
|                         | Risks Inherent in the Fact that the Companys Stock is subject to Penny Stock Rules                                                                                                                                                                                                                                                             | 15      
|                         | Risks to U.S. Investors Should the Company not Successfully Develop and Subsequently Generate Sufficient Cash Flow from its Properties, such that the Company be Classified as a Passive Foreign Investment Company for U.S. Tax Purposes, Possibly Resulting in Additional Taxes to the U.S. Stockholders, and Reduced Liquidity for the Stock | 16      

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5

|        |                                                                                         |   
|------- | --------------------------------------------------------------------------------------- | --
|ITEM 4. | INFORMATION ON THE COMPANY                                                              | 16
|A.      | History and Development of the Company                                                  | 16
|        | Acquisition of the Belencillo Property, Panama                                          | 17
|        | Acquisition of the Mt. Kare Property, Papua New Guinea                                  | 17
|        | Acquisition of the Lewis Property, Nevada                                               | 18
|B.      | Business Overview                                                                       | 19
|C.      | Organizational Structure                                                                | 20
|D.      | Property Plants and Equipment                                                           | 20
|        | Lewis Property, Nevada                                                                  | 20
|        | Title                                                                                   | 20
|        | Location, Access & Physiography                                                         | 21
|        | Plant and Equipment                                                                     | 21
|        | Regional and Local Geology                                                              | 21
|        | Mineralization                                                                          | 24
|        | Exploration History                                                                     | 24
|        | Exploration - Recent Results                                                            | 26
|        | Mt. Kare Property, Papua New Guinea                                                     | 27
|        | Belencillo Property, Panama                                                             | 27
|       
|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                            | 27
|A.      | Operating Results                                                                       | 27
|        | Operations on the Lewis Property During Fiscal 2009                                     | 27
|        | Operations on the Lewis Property During Fiscal 2008                                     | 28
|        | Fiscal Year Ended October 31, 2009 Compared to Fiscal Year Ended October 31, 2008       | 28
|        | Fiscal Year Ended October 31, 2008 Compared to Fiscal Year Ended October 31, 2007       | 29
|        | Fiscal Year Ended October 31, 2007 Compared to Fiscal Year Ended October 31, 2006       | 30
|B.      | Liquidity and Capital Resources                                                         | 31
|        | October 31, 2009 Compared to October 31, 2008                                           | 32
|        | October 31, 2008 Compared to October 31, 2007                                           | 32
|        | October 31, 2007 Compared to October 31, 2006                                           | 33
|        | Material Differences between Canadian and U.S. Generally Accepted Accounting Principles | 33
|        | Outlook                                                                                 | 33
|C.      | Research and Development, Patents and Licenses, etc.                                    | 33
|D.      | Trend Information                                                                       | 33
|E.      | Off-Balance Sheet Arrangements                                                          | 34
|F.      | Tabular Disclosure of Contractual Obligations                                           | 34
|       
|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                              | 34
|A.      | Directors and Senior Management                                                         | 34
|B.      | Compensation                                                                            | 35
|        | Option Grants in Last Fiscal Year                                                       | 35
|C.      | Board Practices                                                                         | 35
|D.      | Employees                                                                               | 35
|E.      | Share Ownership                                                                         | 36
|       
|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                       | 36
|A.      | Major Shareholders                                                                      | 36
|B.      | Related Party Transactions                                                              | 37
|C.      | Interests of Experts and Counsel                                                        | 37

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6

|         |                                                                              |   
|-------- | ---------------------------------------------------------------------------- | --
|ITEM 8.  | FINANCIAL INFORMATION                                                        | 37
|A.       | Consolidated Statements and Other Financial Information                      | 37
|B.       | Significant Changes                                                          | 37
|        
|ITEM 9.  | THE OFFER AND LISTING                                                        | 38
|A.       | Offer and Listing Details                                                    | 38
|B.       | Plan of Distribution                                                         | 39
|C.       | Markets                                                                      | 39
|D.       | Selling Stockholders                                                         | 39
|E.       | Dilution                                                                     | 39
|F.       | Expenses of the Issue                                                        | 39
|        
|ITEM 10. | ADDITIONAL INFORMATION                                                       | 39
|A.       | Share Capital                                                                | 39
|B.       | Memorandum and Articles of Association                                       | 39
|C.       | Material Contracts                                                           | 42
|D.       | Exchange Controls                                                            | 42
|E.       | Taxation                                                                     | 44
|         | Material Canadian Federal Income Tax Consequences                            | 44
|         | Dividends                                                                    | 44
|         | Capital Gains                                                                | 44
|         | Material United States Federal Income Tax Consequences                       | 45
|         | U.S. Holders                                                                 | 46
|         | Distributions on Common Shares of the Company                                | 46
|         | Foreign Tax Credit                                                           | 46
|         | Information Reporting and Backup Withholding                                 | 47
|         | Disposition of Common Shares of the Company                                  | 47
|         | Currency Exchange Gains or Losses                                            | 47
|         | Other Considerations                                                         | 48
|         | Foreign Personal Holding Company                                             | 48
|         | Foreign Investment Company                                                   | 48
|         | Passive Foreign Investment Company                                           | 48
|         | Controlled Foreign Corporation                                               | 49
|F.       | Dividends and Paying Agents                                                  | 50
|G.       | Statements by Experts                                                        | 50
|H.       | Documents on Display                                                         | 50
|I.       | Subsidiary Information                                                       | 50
|        
|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 50
|        
|PART II  |                                                                              | 50
|        
|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 50
|        
|ITEM 13. | DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES                                 | 50
|         |                                                                              |   
|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 50
|        
|ITEM 15. | CONTROLS AND PROCEDURES                                                      | 51
|        
|ITEM 16. | [RESERVED]                                                                   | 52

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7

|              |                                                                        |   
|------------- | ---------------------------------------------------------------------- | --
|ITEM 16A.     | AUDIT COMMITTEE FINANCIAL EXPERT                                       | 52
|              |                                                                        |   
|ITEM 16B.     | CODE OF ETHICS                                                         | 52
|              |                                                                        |   
|ITEM 16C.     | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                 | 52
|              |                                                                        |   
|ITEM 16D.     | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES             | 53
|              |                                                                        |   
|ITEM 16E.     | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 53
|              |                                                                        |   
|PART III      |                                                                        | 53
|              |                                                                        |   
|ITEM 17.      | FINANCIAL STATEMENTS                                                   | 53
|              |                                                                        |   
|ITEM 18.      | FINANCIAL STATEMENTS                                                   | 53
|              |                                                                        |   
|ITEM 19.      | EXHIBITS                                                               | 54
|              |                                                                        |   
|SIGNATURES    | 56                                                                    
|              |                                                                       
|EXHIBIT INDEX | 57                                                                    

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8

GLOSSARY OF MINING TERMS

The following is a glossary of some of the terms used in the mining industry and referenced herein:

|                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Allochthonous     | Rocks or materials which have formed at a different place than where they are currently found; having a foreign origin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Alluvial          | A general term for clay, silt, sand, gravel or similar unconsolidated detrital material deposited during comparatively recent geological time by a stream or other body of running water.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Alluvium          | Detrital deposits created by streams on riverbeds, flood plains and alluvial fans. A deposit of silty clay laid down, often during periods of flooding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Argillite         | A compact rock derived from mudstone or shale that is more highly indurated than either of these rocks. Argillite also lacks the fissility of shale or the cleavage of slate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Arsenopyrite      | A tin-white or steel-gray orthorhombic mineral comprised of iron, arsenic and sulphur (FeAsS). It commonly occurs in crystalline rocks as disseminations and within veins, often associated with lead and silver veins. It is the principal ore of Arsenic.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Autochthonous     | Rocks or materials which are presently located in their place of origin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Bornite           | A red-brown isometric mineral comprised of copper, iron and sulphur (Cu5FeS4). Bornite readily tarnishes to iridescent blue or purple, often referred to as peacock ore. It is an important Copper ore.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Calcareous        | The term calcareous, when applied to a rock name, implies that as much as 50% of the rock is comprised of calcium carbonate (Ca CO3).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Chalcopyrite      | A bright brass-yellow tetragonal mineral comprised of copper, iron and sulphur (CuFeS2). It commonly occurs as disseminations, veins and masses. It is the principal ore of Copper.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Chert             | A hard, dense, compact crytocrystalline sedimentary rock comprised chiefly of extremely fine grained interlocking crystals of quartz. It displays a distinctive conchoidal fracture and occurs in a variety of colors. The term flint is synonymous.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Coeval            | A term applying to items having the same age or date of origin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Comagmatic        | Igneous rocks displaying a common set of chemical and mineralogical features. As such, they are regarded as having derived from the same parent magma.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Conglomerate      | A coarse grained, clastic sedimentary rock composed of rounded to sub-angular fragments larger than 2 millimetres in diameter, within a fine grained matrix of sand or silt. It is commonly cemented by calcium carbonate, iron oxide, silica or hardened clay.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Diorite Dyke      | A group of plutonic rocks intermediate in composition between acidic and basic. A tabular body of igneous rock that cuts across the structure of adjacent rocks or cuts across massive rocks. Due to its cross-cutting nature, it has clear implications regarding the timing of geologic events.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Feasibility Study | A detailed report showing the feasibility of placing a prospective ore body or deposit of the minerals within a mineral property into production, which report typically includes, inter alia, the specific portion or portions of the property that should be included, in a development block, conclusions and recommendations regarding any adjustments that should be made to the boundaries of a development block, a description of the work to be performed in order to develop the mineral resources within the development block and to construct a mine or mines and related facilities on the development block, the estimated capital and operating costs thereof, a proposed schedule for the timing of development and mine construction, and the information obtained and evaluations made in respect thereof.
|Galena            | A gray metallic mineral comprised of lead and sulphur (PbS). It is distinguished by its, perfect cubic cleavage, relative softness and heaviness. Galena occurs as disseminations, veins (often associated with silver) and occasionally masses. It is the principal ore of Lead.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Gangue                                  | The valueless rock or mineral aggregates within an ore body that cannot be avoided during the mining process. Gangue is not economically desirable material that is separated from the ore during the mine concentration process.                                                                                                                                                                                
|g/t                                     | Grams per metric tonne.                                                                                                                                                                                                                                                                                                                                                                                          
|Hydrothermal                            | Of or pertaining to hot water, the action of hot water, or the products of such action including mineral deposition precipitated from a hot aqueous solution.                                                                                                                                                                                                                                                    
|Induced Polarization or IP              | A geophysical survey technique that measured various electrical properties. This system introduces a strong electrical charge into the sub-surface and then measures its charging intensity and strength at various controlled stations over distance distribution.                                                                                                                                              
|Mineral Deposit or Mineralised Material | A mineralised body which has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metal(s). Such a deposit does not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade, recoveries and other material factors conclude legal and economic feasibility.                                               
|Mineralization Ounces                   | A natural aggregate of one or more metallic minerals. Troy ounces.                                                                                                                                                                                                                                                                                                                                               
|RC/Reverse Circulation Drilling         | A rapid type of drilling using a fluid/air to recover the drill cuttings from the rotary down-hole hammer bit. Similar to oil wells                                                                                                                                                                                                                                                                              
|Stratigraphy                            | The science of studying rock strata, concerning the characteristics and attributes of rock strata formation. This includes interpretation in terms of origin and geologic history. All classes of rocks, consolidated or unconsolidated, fall within the general scope of stratigraphy. It is also the arrangement of strata (layered rocks) relative to geographic position and chronological order of sequence.
|Thrust Faults                           | A structural displacement (fault) displaying a dip angle of 45 degrees or less over much of its extent, on which the hanging wall appears to have moved upwards relative to the foot wall. Horizontal compression rather than vertical displacement is the characteristic feature.                                                                                                                               
|Tonne                                   | A metric ton (2,204 pounds).                                                                                                                                                                                                                                                                                                                                                                                     

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10

PART I

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

This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

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

This Form 20-F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

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

|A. | Selected Financial Data
|-- | -----------------------

The following tables summarise selected financial data for the Company (stated in Canadian dollars) prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP). The information in the table was extracted from the more detailed financial statements and related notes included herein and should be read in conjunction with these financial statements and with the information appearing under the heading Item 5  Operating And Financial Review And Prospects. Note 17 of the financial statements of the Company included herein sets forth the measurement differences were such information to be presented in accordance with United States generally accepted accounting principles (U.S. GAAP).

Results for the periods ended October 31, 2009 are not necessarily indicative of results for future periods.

INFORMATION IN ACCORDANCE WITH CANADIAN GAAP:

|           |                                            |             |              |             |              |              
|---------- | ------------------------------------------ | ----------- | ------------ | ----------- | ------------ | -------------
|           | Year Ended October 31                     
|2009       | 2008                                       | 2007        | 2006         | 2005       
|           |                                            |             |              |            
|(a)        | Total revenue                              | $0          | $0           | $0          | $0           | $0           
|(b)        | Earnings (loss) before extraordinary items |             |              |             |              |              
|           | Total                                      | ($516,860)  | ($3,945,906) | $2,833,604  | ($2,035,938) | ($45,694,375)
|Per Share1 | ($0.01)                                    | ($0.11)     | $0.08        | ($0.08)     | ($2.25)     
|(c)        | Total assets                               | $8,461,520  | $8,718,196   | $13,051,241 | $9,946,640   | $2,752,148   
|(d)        | Total long-term debt                       | $0          | $0           | $0          | $0           | $0           
|(e)        | Capital stock                              | $68,278,644 | $68,001,686  | $68,001,686 | $67,968,686  | $60,528,028  
|(f)        | Total shareholder equity                   | $8,349,625  | $8,578,014   | $11,923,179 | $9,443,677   | $2,397,212   
|(g)        | Cash dividends declared per share          | none        | none         | none        | none         | none         
|(h)        | Net earnings (loss) for the year           |             |              |             |              |              
|           | Total                                      | ($516,860)  | ($3,945,906) | $2,833,604  | ($2,035,938) | ($45,694,375)
|Per Share1 | ($0.01)                                    | ($0.11)     | $0.08        | ($0.08)     | ($2.25)     

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11

INFORMATION IN ACCORDANCE WITH U.S. GAAP:

|           |                                            |             |              |             |              |             
|---------- | ------------------------------------------ | ----------- | ------------ | ----------- | ------------ | ------------
|           | Year Ended October 31                     
|2009       | 2008                                       | 2007        | 2006         | 2005       
|(a)        | Total revenue                              | $0          | $0           | $0          | $0           | $0          
|(b)        | Earnings (loss) before extraordinary items |             |              |             |              |             
|           | Total                                      | ($631,889)  | ($5,899,126) | $1,309,243  | ($2,262,189) | ($2,316,511)
|Per Share1 | ($0.02)                                    | ($0.17)     | $0.04        | ($0.08)     | ($0.11)     
|(c)        | Total assets                               | $2,262,671  | $2,634,376   | $8,920,641  | $7,372,191   | $372,160    
|(d)        | Total long-term debt                       | $0          | $0           | $0          | $0           | $0          
|(e)        | Capital stock                              | $68,278,644 | $68,001,686  | $68,001,686 | $67,968,686  | $60,528,028 
|(f)        | Total shareholder equity                   | $2,150,776  | $2,494,194   | $7,792,579  | $6,869,228   | $17,224     
|(g)        | Cash dividends declared per share          | none        | none         | none        | none         | none        
|(h)        | Net earnings (loss) for the year           |             |              |             |              |             
|           | Total                                      | ($631,889)  | ($5,899,126) | $1,309,243  | ($2,262,189) | ($2,316,511)
|Per Share1 | ($0.02)                                    | ($0.17)     | $0.04        | ($0.08)     | ($0.11)     

Note 1:  Per share amounts are not presented on a fully-diluted basis as the inclusion of dilutive securities is ant-dilutive.

In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are expressed in Canadian dollars. On February 15, 2010, the exchange rate, based on the noon buying rate published by the Bank of Canada, for the conversion of United States dollars into Canadian dollars (the Noon Rate of Exchange) was $1.0480.

The following table sets out the high and low exchange rates for each of the last six months.

|                |         |          |          |         |           |       
|--------------- | ------- | -------- | -------- | ------- | --------- | ------
|                | 2010    | 2009    
|                | January | December | November | October | September | August
|High for period | 1.0657  | 1.0713   | 1.0774   | 1.0845  | 1.1065    | 1.1079
|Low for period  | 1.0251  | 1.0405   | 1.0460   | 1.0292  | 1.0613    | 1.0686

The following table sets out the average exchange rates for the five most recent financial years calculated by using the average of the Noon Rate of Exchange on the last day of each month during the period.

|                       |                       |        |        |        |       
|---------------------- | --------------------- | ------ | ------ | ------ | ------
|                       | Year Ended October 31
|2009                   | 2008                  | 2007   | 2006   | 2005  
|Average for the period | 1.1697                | 1.0269 | 1.1008 | 1.1417 | 1.2135

|   |                                
|-- | -------------------------------
|B. | Capitalization and Indebtedness

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

|   |                                          
|-- | -----------------------------------------
|C. | Reasons For The Offer and Use of Proceeds

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

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12

|   |             
|-- | ------------
|D. | Risk Factors

The following is a brief discussion of those distinctive or special characteristics of the Companys operations and industry that may have a material impact on, or constitute risk factors in respect of, the Companys future financial performance.

Risks suggested by the fact that the Company has a history of net losses, a large accumulated deficit, and a persistent lack of revenue from operations

The Company has incurred significant net losses to date. Its deficit as of October 31, 2009 under Canadian generally accepted accounting principles was $63,581,853. The Company has not yet had any revenue from the exploration activities on its properties, nor has the Company yet found that development activity is warranted on any of its properties. Even if the Company does undertake development activity on any of its properties, the Company may continue to incur losses beyond the period of commencement of such activity. There is no certainty that the Company will produce revenue, operate profitably or provide a return on investment in the future.

Risks to investors of significant fluctuations in share prices and share price volatility

In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies, particularly junior mineral exploration companies like the Company, have experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. In particular, the per share price of the Company's common stock fluctuated from a high of $0.205 to a low of $0.055 in the period beginning October 31, 2008 and ending on the date of this Annual Report. It is probable that such price fluctuations will continue to occur, and there can be no assurance that the market price for the Companys shares will recover significantly from current relatively low valuations.

Risks of the Companys exploration efforts failing to establish a viable mining project

The Company is engaged in the business of acquiring interests in mineral properties in the hope of locating mineral reserves. The Company's property interests are in the exploration stage only and are without a known body of commercial ore. Accordingly, there is little likelihood that the Company will realise any profits in the short to medium term. Any profitability in the future from the Company's business will be dependent upon locating mineral reserves, which itself is subject to numerous risk factors.

The business of exploring for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. In exploring its mineral deposits, the Company will be subjected to an array of complex economic factors and accordingly there is no assurance that a positive feasibility study or any projected results contained in a feasibility study of a mineral deposit will be attained.

Technical considerations, delays in obtaining governmental approvals, inability to obtain financing or other factors could cause delays in exploring properties. Such delays could materially adversely affect the financial performance of the Company.

Risks of failing to meet additional substantial funding requirements

The Company has not received cash flow from operations in the past and cash flow is not expected in the next few years to satisfy the Companys operational requirements and cash commitments. In the past, the Company has relied on sales of equity securities to meet most of its cash requirements, together with management fees, property payments and sales or joint ventures of properties. There can be no assurance that funding from these sources will be sufficient in the future to satisfy operational requirements and cash commitments, and this risk appears more likely in the current economic and financial environment.

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The Company presently has sufficient financial resources to undertake its share of the cost of the next phase of exploration on its Lewis Property for the coming year only if the scope of expenditure remains similarly modest as in fiscal 2008-2009, a scope which is significantly reduced from that which was conducted in the two financial years 2007-2008 and 2006-2007. Further significant exploration programs, if adopted in the current or future years, will require additional financing to proceed. The exploration of the Companys properties depends upon the Companys ability to obtain financing through any or all of the joint venturing of projects, debt financing, equity financing or other means. There is no assurance that the Company will be successful in obtaining the required financing. Failure to obtain additional financing on a timely basis could cause the Company to forfeit all or a portion of its interest in its properties or reduce or terminate its operations on such properties.

Risk of adverse currency fluctuations

The Company maintains its accounts in Canadian dollars. The Companys operations in Nevada expose it to the impact of fluctuations in the foreign exchange rate of the U.S. dollar against the Canadian dollar. In the most recent six months the cost to the Company of purchasing U.S. dollars has fluctuated significantly reflecting the high volatility of the USD/CAD foreign exchange rate. The Company does not at the present nor does it plan in the future to engage in foreign currency transactions to hedge any exchange rate risks.

Risks of being required to find substantial funding for development of mineral projects

Should the Company ultimately find itself with a funding interest in a joint venture to develop the Lewis Project, located in Nevada, its contribution to the costs necessary to build the necessary mining and processing infrastructure facilities, including electricity, transportation, etc., would be substantial. A similar risk applies to the cost of developing any other mining project.

Risks arising from the Companys limited experience with development-stage mining operations

The Company has limited experience in placing resource properties into production, and its ability to do so will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise. There can be no assurance that the Company will have available to it the necessary expertise when and if the Company places its resource properties into production.

Risks of experiencing hazards associated with mining, if mining is attained

The business of mining is subject to a variety of risks such as cave-ins and other accidents, flooding, environmental hazards, the discharge of toxic chemicals and other hazards. Such occurrences may delay production, increase production costs or result in liability. The Company will have insurance in amounts that it considers to be adequate to protect itself against certain risks of mining and processing. However, the Company may become subject to liability for hazards against which it cannot insure itself or which it may elect not to insure against because of premium costs or other reasons. In particular, the Company is not insured for environmental liability or earthquake damage.

Risks arising from the Companys exposure to fluctuations in mineral prices

The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of minerals are discovered, a profitable market will exist for the sale of same. Factors beyond the control of the Company may affect the marketability of any substances discovered. The prices of gold and silver have experienced volatile and significant price movements over short periods of time, and are affected by numerous factors beyond the control of the Company, including international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the U.S. dollar relative to other currencies), interest rates and global or regional consumption patterns (such as the development of gold coin programs), speculative activities and increased production due to improved mining and production methods. The supply of and demand for gold is affected by many varied factors, including political events, economic conditions and production costs in major producing regions and governmental policies with respect to holdings by a nation or its citizens. There can be no assurance that the price of gold will be such that the Companys properties can be mined at a profit.

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Risk of adverse claims against title to the Companys mineral interests

While the Company has diligently investigated title to all exploration concessions and, to the best of its knowledge, title to all properties is in good standing, this should not be construed as a guarantee of title. Other parties may dispute title to the exploration properties in which the Company has an interest or the right to acquire an interest. The properties may be subject to prior unregistered agreements or transfers or aboriginal land claims and title may be affected by undetected defects.

Risks arising from the Companys limited capacities in the face of extensive industry competition

Significant competition exists for the limited number of mineral property acquisition opportunities available, certainly including in the State of Nevada. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire additional attractive mineral properties on terms it considers acceptable. Accordingly, there can be no assurance that the Companys exploration and acquisition programs will yield any new reserves or result in any commercial mining operation.

Risks arising from the potential for conflicts of interest of the Companys directors

Certain of the directors of the Company are directors of other reporting companies or have significant shareholdings in other mineral resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases the Company will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. In accordance with the laws of the Province of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to the Company, the degree of risk to which the Company may be exposed and its financial position at that time. Other than as indicated, the Company has no other procedures or mechanisms to deal with conflicts of interest.

Risks arising from environmental and other regulatory requirements

The current or future operations of the Company, including development activities and commencement of production on its properties, require permits from various governmental authorities and such operations are and will be subject to laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. There can be no assurance that approvals and permits required to commence production on its various properties will be obtained. Additional permits and studies, which may include environmental impact studies conducted before permits can be obtained, may be necessary prior to operation of the properties in which the Company has interests and there can be no assurance that the Company will be able to obtain or maintain all necessary permits that may be required to commence construction, development or operation of mining facilities at these properties on terms which enable operations to be conducted at economically justifiable costs.

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The Companys potential mining and processing operations and exploration activities are subject to various federal and state or provincial and municipal laws and by-laws governing land use, the protection of the environment, prospecting, development, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, mine safety and other matters. Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies. The Company believes it is in substantial compliance with all material laws and regulations that currently apply to its activities. There can be no assurance, however, that all permits the Company may require for construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations would not have a material adverse effect on any mining project the Company might undertake.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or abandonment or delays in advancement of new exploration properties.

To the best of the Company's knowledge, it is currently operating in compliance with all applicable environmental regulations.

Lack of a history of, or intention to make, dividend payments

All of the Company's available funds will be invested to finance the growth of the Company's business and therefore investors cannot expect and should not anticipate receiving a dividend on the Company's common shares in the foreseeable future.

Risks to U.S. investors arising from the fact that the Company's officers and directors reside outside the U.S., raising the risk of potential unenforceability of civil liabilities and judgements

The Company and its officers and all of its directors are residents of countries other than the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or enforce in the United States against such persons judgements obtained in United States courts, including judgements predicated upon the civil liability provisions of United States federal securities laws or state securities laws.

The Company believes that a judgement of a United States court predicated solely upon civil liability under United States securities laws would probably be enforceable in Canada if the United States court in which the judgement was obtained has a basis for jurisdiction in the matter that was recognised by a Canadian court for such purposes. However, there is doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon such laws.

Risks inherent in the fact that the Companys stock is subject to penny stock rules

The capital stock of the Company would be classified as penny stock as defined in Reg. § 240.3a51-1 promulgated under the Securities Exchange Act of 1934 (the 1934 Act). In response to perceived abuse in the penny stock market generally, the 1934 Act was amended in 1990 to add new requirements in connection with penny stocks. In connection with effecting any transaction in a penny stock, a broker or dealer must give the customer a written risk disclosure document that (a) describes the nature and level of risk in the market for penny stocks in both public offerings and secondary trading, (b) describes the brokers or dealers duties to the customer and the rights and remedies available to such customer with respect to violations of such duties, (c) describes the dealer market, including bid and ask prices for penny stock and the significance of the spread between the bid and ask prices, (d) contains a toll-free telephone number for inquiries on disciplinary histories of brokers and dealers, and (e) defines significant terms used in the disclosure document or the conduct of trading in penny stocks. In addition, the broker-dealer must provide to a penny stock customer a written monthly account statement that discloses the identity and number of shares of each penny stock held in the customers account, and the estimated market value of such shares. The extensive disclosure and other broker-dealer compliance related to penny stocks may result in reducing the level of trading activity in the secondary market for such stocks, thus limiting the ability of the holder to sell such stock.

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Risks to U.S. investors should the Company not successfully develop and subsequently generate sufficient cash flow from its properties, such that the Company be classified as a Passive Foreign Investment Company for U.S. tax purposes, possibly resulting in additional taxes to its U.S. stockholders, and reduced liquidity for the stock

The Company, as a foreign corporation with U.S. stockholders, could potentially be treated as a passive foreign investment company (PFIC) for U.S. tax purposes. U.S. stockholders owning shares of a PFIC can be subject to adverse tax consequences. In general, the Company would be considered a PFIC if: 75% or more of its gross income in a taxable year is passive income such as dividends and interest; or, the average percentage of the Companys assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%. A U.S. stockholder owing shares of a PFIC, who does not make certain elections for tax purposes, is subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned. Also, gain realised on the disposition of common shares of the PFIC would be treated as ordinary income rather than capital gains. If U.S. stockholders are subject to adverse tax consequences related to their ownership of the Companys stock, they might be less willing to acquire the stock, which could result in reduced market activity and liquidity for the stock.

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|ITEM 4. | INFORMATION ON THE COMPANY

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|A. | History and Development of the Company

Madison Minerals Inc. (the Company) is a British Columbia company engaged in the acquisition and exploration of natural resource properties. The Company was incorporated on August 20, 1979 as Collingwood Energy Inc. by filing a Memorandum and Articles with the Registrar of Companies under the Company Act(British Columbia). The Company subsequently changed its name to Collins Resources Ltd. on July 17, 1984 and further changed its name to Madison Enterprises Corp. on June 25, 1992 at which time its shares were consolidated on a 1 for 2.5 basis and on October 29, 2004 further changed its name to Madison Minerals Inc. at which time its shares were consolidated on a 1 for 5 basis. The Company has three wholly-owned direct subsidiaries, Madison Enterprises (Nevada) Inc., Madison Enterprises (Latin American), S.A., a Panamanian corporation, and Madison Enterprises (BVI) Inc., a British Virgin Islands corporation (MBVI) which, in turn, holds a 100 per cent interest in Madison Enterprises (PNG) Ltd. (MPNG), a Papua New Guinea corporation currently in liquidation and, therefore, no longer controlled by the Company. MPNG has two wholly-owned direct subsidiaries, Frontier Mining & Exploration Limited (Frontier) and Oakland Limited (Oakland), both Papua New Guinea corporations, which in turn collectively own a 100% interest in Matu Mining Limited (Matu), a Papua New Guinea corporation. Frontier Mining & Exploration Limited has one wholly-owned direct subsidiary, Demil Limited (Demil) which is a Papua New Guinea corporation. See Item 4 - Information on the Company - C. Organisational Structure below. As of the date of this report, to the best of the Companys knowledge and belief Frontier, Oakland, Matu and Demil are inactive and their assets, liabilities and contingent liabilities are immaterial and not of relevance to investors in, and users of the financial statements of, the Company.

The head office and principal office address of the Company is located at Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, Canada V6E 2E9. Its telephone number is 604-331-8772.

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Acquisition of the Belencillo Property, Panama

In August 1993, the Company was granted an option by Adrian Resources, S.A. (Adrian), to acquire a 50% interest in two exploration concessions known collectively as the Belencillo Property located in the Republic of Panama.

In order to exercise its option, the Company was required to pay Adrian an aggregate of $250,000 over four years ($50,000 payable on signing and $50,000 payable on each anniversary of the date of signing of the agreement for four years), issue to Adrian 200,000 common shares over three years and fund expenditures on exploration and development of the Belencillo Property of not less than $2,500,000 in the aggregate, on or before August 31, 1997. In addition, the Company is required to issue to Adrian an additional 100,000 shares on the commencement of commercial production from Belencillo. To date, the Company has paid Adrian $200,000, issued 200,000 shares to Adrian and incurred expenditures totalling approximately $1.5 million on the Belencillo Property. In January 1999, the Company and Adrian agreed to amend the terms on which the Company could acquire an interest in the Belencillo Property, resulting in the Companys relinquishment of its right to acquire a 50% interest in the Belencillo Property in exchange for the immediate vesting of a 31.12% interest.

For financial reporting purposes, since no further exploration was intended for the Belencillo Property at the time, the Company wrote off to operations resource property and deferred costs totalling $2,267,471 during the fiscal year ended October 31, 2001.

During the fiscal year ended October 31, 2006, the Company spent $42,322 on sampling and trenching carried out by Petaquilla Minerals Ltd., the Companys joint venture partner. During the fiscal year ended October 31, 2007 the Company made no expenditures on the Belencillo Property. During the fiscal year ended October 31, 2008 the Company expended $1,043 for legal compliance in Panama to maintain its interests in good standing. Under accounting principles generally accepted in the U.S., all of the Companys costs in this property have been expensed in accordance with Note 17(a) to the October 31, 2008 financial statements and are included as part of the amount of $6,053,481 adjusted as a reduction in the carrying value of mineral properties as set out in Balance sheets in that same Note 17.

The Company does not regard the Belencillo project as a property of major significance. This is based on its nil carrying value under both Canadian generally accepted accounting principles and U.S. generally accepted accounting principles. It is the Companys plan to seek to dispose of its interest for cash, for shares of a publicly traded enterprise or for other valuable consideration. No discussions or negotiations to this end have recently occurred. Recent material transactions and developments during 2008 and 2009 related to an adjacent mineral property held by unrelated third parties provide some grounds encouraging the Companys plan.

Acquisition of the Mt. Kare Property, Papua New Guinea

Through a series of transactions from 1996 to 1999, the Company acquired a 90% beneficial interest in the Mt. Kare Property in Papua New Guinea.

Through a series of transactions from 2005 to 2007, the Company divested itself of an effective 54% interest in the Mt. Kare Property. The Companys formerly wholly-owned indirect subsidiary Madison Enterprises (PNG) Ltd. (MPNG), owns a 90% beneficial interest in the Mt. Kare Property. MPNG was held, indirectly through subsidiaries, 60% by Buffalo Gold Ltd. (Buffalo) and 40% by the Company, such that those entities own an effective 54% and an effective 36% interest in the Mt. Kare Property. The Company subsequently reacquired the interest formerly held by Buffalo at no cost, resulting in the Company once again owning, indirectly through subsidiaries, a 90% interest in the Mt. Kare Property, subject to the remarks below about MPNG being in liquidation. The other 10% is held in trust for Kare-Puga Development Corporation Pty Limited (KDC), a private Papua New Guinea company that represents the traditional landowners at Mt. Kare which in turn holds its 10% beneficial interest in trust for such traditional landowners. It is important to note, however, that MPNG is in liquidation, such that MBVI no longer controls MPNG. The Company does not expect to realize any rights of ownership in the Mt. Kare Property other than through proceeds of liquidation, if any, which might accrue to its benefit. The Company ascribes no value to its rights in the Mt. Kare Property and has written off all related carrying values in its financial statements.

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MPNG was petitioned into liquidation, a defined legal process under the laws of Papua New Guinea, due to debts incurred while Buffalo controlled MPNG, and accordingly, MPNG is now controlled by the liquidator. The Company does not intend to expend any further funds on the Mt. Kare Property and the Company no longer regards the Mt. Kare project as a property of major significance.

Acquisition of the Lewis Property, Nevada

In June 2002, the Company became a party to agreements whereby it held the option to acquire up to a 75% interest in the Lewis Property, a contiguous block of 381 unpatented and 8 patented claims located in Lander County covering some 20 square miles in the Battle Mountain District of central Nevada.

The Company, along with Great American Minerals, Inc. (GAM) (formerly Great American Minerals Exploration LLC), held certain rights, pursuant to an exploration and option to purchase agreement dated June 1, 2002 (the Lewis Agreement) with F.W. Lewis, Inc. (Lewis) to jointly acquire a 100% interest in the Lewis Property. As set out in Note 16 to the October 31, 2007 audited financial statements, subsequent to that fiscal year end the Joint Venture met all their obligations and exercised their option and made the $2,000,000 payment. The Joint Venture now owns 100% interest in the Lewis Claims, with the Company holding a 60% interest and GAM a 40% interest.

The Lewis Property is subject to an advance minimum royalty of US$60,000 per year commencing in December 2007 (subject to annual escalation based upon the consumer price index), a 5% gross royalty on gold or silver and a 4% net smelter returns royalty on all other metals in favour of Lewis. These royalties can be purchased for US$4,000,000 for a period of one year following the exercise of the purchase option. The purchase price for the royalties increases by US$500,000 per annum on each anniversary of the date of exercise of the purchase option for a period of 35 years. Accordingly, as at the date of this report the purchase price for these royalties is US$5,000,000. The advance royalty for the first two years has been paid by the Joint Venture in December 2007 and 2008 and the advance royalty for the third year has recently been paid, subsequent to the completion of the October 31, 2009 fiscal year. The amount of the most recent two payments as determined pursuant to the escalation clause was US$70,204 in December 2008 and US$70,275 in December 2009 of which the Companys 60% portion was US$42,123 and US$42,165 respectively.

The rights of the Company and GAM concerning the Lewis Agreement are governed by a joint venture letter agreement between them dated May 23, 2002 (the GAM Agreement). Under the GAM Agreement, the Company could acquire a 51% interest in the Lewis Agreement by paying GAM US$25,000 on regulatory approval of the acquisition (paid), paying the property payments due pursuant to the Lewis Agreement before December 31, 2004 as described (which totaled US$111,000) and spending US$650,000 on exploration by December 31, 2004, in accordance with the terms of the Lewis Agreement. The Company had an option to acquire a further 9% interest (60% in the aggregate) by paying the property payments due pursuant to the Lewis Agreement from January 1, 2005 to December 31, 2006 (which totalled US$72,000 and have been paid) and spending a further US$500,000 on exploration by December 1, 2006, with US$250,000 to be spent in each year. Prior to the end of the fiscal year ending October 31, 2006, the Company had made sufficient exploration expenditures and other required payments on the Lewis Property to acquire a 60% interest in the Lewis Agreement, and the Company and GAM in 2006 formed a 60/40 joint venture for ongoing exploration and development of the Lewis Property. In 2007 and 2008 in a stepped transaction GAM became a wholly-owned subsidiary of EMC Metals Corp. (formerly Golden Predator Mines Inc.) (EMC), a public company whose shares are listed for trading on the Toronto Stock Exchange.

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|B. | Business Overview

Since its incorporation in 1979, the Company has been in the business of the acquisition and exploration of mineral properties, with the primary aim of advancing them to a stage where they can be exploited at a profit. At that stage, the Companys operations would, to some extent, be dependent on the prevailing market prices for any of the minerals produced by such operations. At present, however, none of the Companys properties has a known body of commercial ore, nor are any of such properties at the commercial development or production stage, and all such properties are in the exploration stage.

Prior to 1993, the Company was engaged in the exploration of mineral properties that were subsequently abandoned and written off. From 1993 to 1996, the Company was primarily focussed on the exploration of the Belencillo Property in the Republic of Panama. From 1996 to 2005, the Company was primarily focussed on the exploration of the Mt. Kare Property in Papua New Guinea. The carrying values of each of the Belencillo and Mr. Kare properties have been written down to zero although the Company maintains certain ownership rights. In 2002, the Company began exploring the Lewis Property in Nevada, and since 2005 has been primarily focussed on the exploration of this project. See Item 4 - Information on the Company - D. Property, Plants and Equipment below.

Considering the current status of the Mt. Kare project as described above in Acquisition of the Mt. Kare Property, Papua New Guinea, i.e., the Companys wholly-owned Papua New Guineas subsidiary being in liquidation, the Company no longer believes that the Mt. Kare property is of major significance to it. As the Companys Papua New Guinea subsidiary is in liquidation and therefore no longer controlled by the Company, the financial statements of that subsidiary are no longer consolidated with those of the Company.



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|C. | Organizational Structure

The following chart sets out the Companys corporate structure and the mineral properties owned by each of the Companys subsidiaries as at February 28,2010:



*  While the Company owns 100% of Madison Enterprises (PNG) Limited (MPNG), as discussed above under Acquisition of the Mt. Kare Property, Papua New Guinea, MPNG is in liquidation and accordingly the court-appointed liquidator controls MPNG, the Mt. Kare Property, and MPNGs subsidiaries Frontier, Oakland and Matu.

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|D. | Property Plants and Equipment

All properties of the Company are in the exploration stage only and are without a known body of commercial ore. The Company has no producing properties and has not had any revenue from any mineral in the last three fiscal years. Gerald McArthur, P. Geo., the Companys consulting geologist, is the qualified person responsible for the preparation of the technical information in this document.

Lewis Property, Nevada

Title

The Company, along with Great American Minerals, Inc. (GAM) (formerly Great American Minerals Exploration LLC), (collectively, the Phoenix Joint Venture) acquired, pursuant to an exploration and option to purchase agreement dated June 1, 2002 (the Lewis Agreement) with F.W. Lewis, Inc. (Lewis) the rights to jointly acquire a 100% interest in the Lewis Property,a contiguous block of 360 unpatented and 8 patented claims located in Lander County covering some 20 square miles (51.8 sq km or 5,180 hectares) in the Battle Mountain District of central Nevada.

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From June 2002 to December 2007, the Phoenix Joint Venture fulfilled all their obligations to exercise the option and in December 2007 paid the specified purchase price of US$2,000,000 acquiring a 100% interest in the Lewis Property. The Lewis Property is subject to an advance minimum royalty of US$60,000 per year (subject to a defined annual escalation based on the consumer price index) commencing on the exercise of the purchase option, a 5% gross royalty on gold and a 4% net smelter returns royalty on all other metals in favour of Lewis, now held by Allied Nevada Gold Corp. (parent company of Victory Exploration Inc. formerly Lewis). These royalties can be purchased for US$4,000,000 for a period of one year following the exercise of the purchase option, after which the purchase price for the royalties increases by US$500,000 per annum on each December 27th, the anniversary of the date of exercise of the purchase option.

The rights of the Company and GAM concerning the Lewis Agreement are governed by a joint venture agreement between them dated March 29, 2006 (the JV Agreement). The initial interests of the Company and GAM in the joint venture to acquire the Lewis Property are 60% and 40%, respectively. Under the terms of the JV Agreement, the Company and GAM must bear all future costs associated with the exploration and development of the Lewis Property on a pro rata basis, or their interests will be subject to dilution.

During 2007 and 2008 in a stepped transaction GAM became a wholly-owned subsidiary of EMC.

Location, Access & Physiography

The Lewis Property consists of a contiguous group of 360 unpatented and 8 patented mining claims comprising approximately 5,498 acres (2,225 hectares). It is located within T. 31 N., R. 43 E. Sections 2-5, 8-11, 15-16 and 20-21 and, T. 32 N., R. 43 E. Sections 32 and 34 Battle Mountain Mining District, Lander County, Nevada. The Lewis Property is situated approximately 12 miles (19 kilometres) southwest of the town of Battle Mountain, Nevada, the nearest population centre. Access to the Lewis Property is excellent with year round four-wheel-drive vehicle the preferred method. Travelling 9 miles (15 kilometres) south from Battle Mountain on State Highway 305 and then west for an additional 5 miles (8 kilometres) along the improved gravel and dirt-based Galena Canyon road allows access to the central portion of the property. A series of drill roads provides adequate access to many other parts of the Lewis Property.

The Lewis Property is situated in a region of moderate to locally steep relief in north central Nevada, at elevations ranging from 5,000 to 7,875 feet (1,525 to 2,400 metres) above sea level. Vegetation consists of sparse sagebrush with local juniper and cottonwood trees. The climate is hot and semi-arid in the summer with occasional snow in winter. The operating season is year round.

Plant and Equipment

At present, there is no underground or surface plant or equipment on the Lewis Property.

Regional and Local Geology

The Lewis Property is located in the Battle Mountain Range, in the Battle Mountain Mining District. The Battle Mountain mineral trend hosts a number of significant modern and historic gold mines. Most of the historic production was from high-grade underground deposits. Modern producers include Lone Tree, Trenton Canyon, Marigold and Phoenix-Fortitude.

In the Battle Mountain area in general, the stratigraphy comprises Lower and Upper Paleozoic sediments and volcanics ranging in age from Cambrian to Devonian (Harmony, Valmy and Scott Canyon Formations) juxtaposed by a series of thrust faults (Valmy, Dewit and Roberts Mountain thrusts). These older Lower Paleozoic units are unconformably overlain by sedimentary rocks of the Pennsylvanian and Permian age platformal Antler sequence (Battle Mountain, Antler Peak, and Edna Mountain Formations). An Upper Paleozoic siliceous and volcanic basinal assemblage comprised of the Pumpernickel and Havallah Formations are thrust over the Lower and Upper Paleozoic rocks along the Golconda and Willow Creek thrust faults, forming parts of the Golconda Allochthon. All of these formations have been intruded by small bodies of granitic rock of Tertiary age and are overlain by small patches of Tertiary and Quaternary volcanics and recent alluvium.

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Rocks of the district were initially complexly folded and later faulted. Most of the faults trend northwest, north or northeast and both normal and thrust faults are common. Important north-trending faults on the property include the Trinity, Plumas, Hayden, Virgin-Hider, Copper Canyon-Buena Vista and Willow Creek structures.

On the Lewis Property, the Devonian Scott Canyon Formation and the Early to Middle Ordovician Valmy Formation are exposed to the east below the Dewit thrust, a major splay or imbricate thrust of the Roberts Mountain sole thrust. The Scott Canyon Formation comprises approximately 5,000 feet (1,524 metres) of chert, argillite and volcanics with lessor limestone, quartzite and sandstone. The Early to Middle Ordovician Valmy Formation locally has been subdivided into three members. Member 1 is composed of 1,785 feet (544 metres) quartzite, chert, black shale and volcanic; Member 2 is composed of 3,675 feet (1,120 metres) chert, shale, quartzite and volcanic and Member 3 is composed of 3,000 feet (914 metres) black shale, green and black chert. The Scott Canyon and Valmy Formations represent a western siliceous and volcanic facies assemblage deposited in deep water adjacent to the Cordilleran platform.

The structurally overlying Late Cambrian Harmony Formation represents a transitional assemblage of quartzo-feldspathic sandstone with lessor shale, limestone and volcanic, approximately 3,000 feet (914 metres) thick, which crops out in the central portion of the property. These formations were transported eastward along the Roberts Mountain thrust fault. The Roberts Mountain thrust fault is not exposed and is postulated to occur at depth. The Dewit Thrust separates the Harmony Formation in the hanging wall from foot wall Scott Canyon Formation.

Unconformably overlying the allochthonous Lower Paleozoic siliceous and volcanic and transitional assemblages are autochthonous Upper Paleozoic clastics and carbonates of the Antler sequence comprising three formations. The basal Battle Formation comprises 730 feet (222 metres) of conglomerate and sandstone with lessor interbedded shale and limestone of Pennsylvanian age. The middle Antler Peak Formation comprises 200 1,700 feet (60  518 metres) of fossiliferous limestone with subordinate sandy and shaley layers of Late Pennsylvanian and Early Permian age. The upper Edna Mountain Formation comprises 100  200 feet (30  60 metres) of calcareous shale, limestone, sandstone and conglomerate of Permian age. These rocks crop out in the central part of the property along the Virgin Fault and Golconda Thrust.

The allochthonous Havallah assemblage of Pennsylvanian to Permian age, the basinal equivalent of the Antler sequence, has been transported from the west along the Golconda sole thrust. The Havallah assemblage, which crops out in the western part of the property, has been divided into the Pumpernickel and Havallah Formations. The Pumpernickel Formation slope facies comprises over 5,000 feet (1,500 metres) of chert, argillite and minor volcanic separated from the Havallah Formation basinal turbidites by the Willow Creek imbricate thrust a major splay of the Golconda thrust. The Havallah Formation, exposed west of the Willow Creek thrust, has been subdivided into three members. The oldest Jordy member comprises 1,272 feet (387 metres) of sandstone, chert, shale and conglomerate; the middle Trenton Canyon member, 1,000 feet (300 metres) of varied colour shale and chert; and the upper Mill Canyon member, 2,385 feet (727 metres) of quartzite, calcareous sandstone, shale, chert and conglomerate.

Late Cretaceous to Pliocene magmatism affected large parts of the Battle Mountain mining district. The Late Cretaceous plutonic bodies at Trenton Canyon and in the Buckingham area produced porphyry molybdenum type mineralization (Theodore et. al, 1992). Most of the plutonic rocks in the area are late Eocene to early Oligocene in age (Theodore et al, 1973). These include the granodiorites of Copper Canyon and intrusives at Copper Basin and Buffalo Valley all of which were responsible for the formation of significant copper-gold-silver mineralization that has been mined since the 1870s (Theodore et al, 1975, 1990).

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Early Oligocene welded ash-flow tuffs of the Caetano Tuff cap some of the higher ridges. The Caetano Tuff is coeval and comagmatic with the granodiorite intrusions. Pliocene basalts locally cover some areas of lower elevation. Recent alluvium locally fills the valley bottoms.

The complex Paleozoic structural history is further complicated by Mesozoic and Tertiary deformation, indicated by northwest, north, and northeast-trending structures. Northwest-trending structures are commonly granodiorite dykes and broad folds. North-trending normal faults are common throughout the district. Some are pre-Eocene in age, probably reflecting the onset of Basin and Range extensional tectonics. Locally they controlled the emplacement of intrusives and hydrothermal fluids as for example the Virgin Fault at Copper Canyon (Theodore & Blake, 1975). Other north-trending faults, such as the range fronts, show Quaternary movement. Northeast-trending normal faults may represent the Midas trend in this part of north central Nevada.

Mineralization

Sulphide mineralization is vertically and concentrically zoned about the intrusions and along northerly-trending structural conduits as veins, replacements and disseminations. The mineral zones roughly correspond to the silicate mineral alteration zones, with an inner copper-gold, a middle gold-silver, an outer lead-zinc-silver-gold and possible distal arsenic-antimony zonation. Sulphide minerals on the Lewis Property include pyrite, galena, sphalerite, chalcopyrite, bornite, stibnite, arsenopyrite, pyrrhotite and tetrahedrite, which occur with a calcite-quartz gangue. Known mineralization is confined to the sedimentary wallrocks and structural conduits and is controlled by the reactive (calcareous) lithology, structure and proximity to intrusions.

Exploration History

Mining in the Battle Mountain mining district dates back to 1863 when silver was discovered in Galena Canyon in the south-central part of the district. Discoveries of copper and silver in the vicinity of Copper Canyon in 1864 led to the formation of the Battle Mountain mining district in 1866. The Central Pacific Railroad came through in 1869 and aided in the development of the area. Several small mills and smelting works were soon in operation at Galena Canyon and thirty small near surface oxidised and enriched ore bodies by 1885, and the district was quiet until 1909 when gold was discovered at Bannock near the present-day access to Copper Canyon.

Copper deposits at Copper Canyon and Copper Basin were actively mined by underground methods during both Worlds Wars. Duval Corp. acquired the copper properties in 1961 and began large-scale open-pit operations at both Copper Canyon and Copper Basin in 1967. Copper mining continued until 1981 when depressed prices caused operations to be suspended. Duval Corp. continued mining gold and silver which had started with the discovery of precious metal skarns at the Tomboy and Minnie deposits in the mid 1970s. Discoveries of the Upper and Lower Fortitude deposits at Copper Canyon soon followed in 1980. In 1980, Hart River Mines optioned the Lewis Property and, during the next five years, conducted drill exploration on a number of historic mineral occurrences including the Virgin, Buena Vista, Hider, White & Shiloh and Trinity showings. In December of 1984, the Battle Mountain Gold Mining Co. was formed to assume the gold mining operations of Duval Corp., including the newly discovered Fortitude deposit at Copper Canyon. The Lower Fortitude orebody produced over 2.3 million ounces (71.5 metric tonnes) gold and 10.8 million ounces (336 metric tonnes) silver.

In 1986, American Barrick optioned the Lewis Property. During the next three years they conducted geological mapping, geochemistry, and geophysics, and drilled a number of historic mineral occurrences (Virgin, Buena Vista, Trinity and Hider) as well as several new exploration targets in the south and southwest and at Antler Peak to the north. Homestake joint ventured with Barrick and reinterpreted the data before terminating the agreement in 1989. F.W. Lewis worked the property from 1989 until 1994 when it was optioned by Santa Fe Pacific Gold Corp. who conducted drilling at Hider target and at the historic Trinity occurrence. F.W. Lewis Inc. negotiated a new boundary agreement in 1996 with Battle Mountain Gold. Nighthawk North Exploration and United Tex-Sol optioned the Lewis Property in 1996-97 and completed detailed drilling at the historic Virgin-Blossom occurrence. In 1998, Golden Phoenix optioned the property and redrilled three of the earlier Barrick holes (FWL 39, 43, 47).

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Battle Mountain Gold merged with Hemlo Gold Mines in 1996. Battle Mountain Gold announced that the new proposed Phoenix project contained a 4.9 million ounce (168 metric tonne) gold reserve in 1999. Battle Mountain Gold was bought by Newmont Mining in 1999 following their earlier acquisition of Santa Fe Pacific Gold Corp. making Newmont the largest land holder and gold producer in the district. Following the amalgamation, Newmont announced in 2000 a 6 million-ounce gold reserve at the Phoenix/Fortitude project. Newmont optioned the Lewis Property in 2000 and conducted drilling in the Antler Peak area before terminating the agreement.

Exploration within the Lewis Property has outlined a virtually identical geological environment to that underlying the Phoenix-Fortitude area, including a direct on-strike extension to the hosting Antler Sequence stratigraphy (Edna Mountain, Antler Peak and Battle Formations), controlling structures (Virgin and Copper Canyon Structural Zones) and mineralization style. The Lewis Property covers an area including a three mile strike extent of highly prospective ground northward along this favourable stratigraphic-structural corridor.

The most advanced gold target on the Lewis Property is the Virgin Structural Zone. Surface exposures and limited preliminary drilling by previous operators have partially traced the Virgin Structural Zone for a minimum strike length of approximately 1,000 feet (300 metres) on the Lewis Property. On the adjacent Phoenix-Fortitude Property and within the Fortitude deposit in particular, the Virgin Structural Zone acts as a major ore-bearing host and mineralising conduit to the favourable calcareous Antler Sequence stratigraphy, host to the majority of Newmonts reported reserves.

In November 2002, the Company carried out an initial nine-hole 5,835-foot (1,778 metres) reverse circulation drilling program on the Lewis Property. This program tested stratigraphic and structural targets along a 400-foot (120 metres) north-south extent of the Virgin Structural Zone, starting 400 feet (120 metres) north of the Newmont boundary. The objectives of this initial phase of exploration drilling were to confirm geology, structure, mineralization and continuity and expand the along-strike and up-dip extensions of Virgin style mineralization identified by previous operators.

The drilling successfully met its objectives and encountered mineralization in all of the holes. Compilation and interpretation of previous drilling results and the Companys recently obtained drilling results, confirms that the mineralising system at the Fortitude deposit (the Virgin Structural Zone) continues on to the Lewis Property for considerable distance. These results also suggested that the Virgin Structural Zone is open to expansion in every direction.

Through 2003, the Company continued to focus its exploration on the Virgin Structural Zone. The Company carried out preliminary structural mapping, geochemical and geophysical (9.03 miles MT-IP or 14.5 kilometres) surveying and drilled 24 holes, totalling 18,050 feet (5,500 metres) on the Virgin Structural Zone for a cumulative total of 33 holes totalling 23,885 feet (7,280 metres).

Results suggest that the Virgin Structural Zone is comprised of two distinct styles of mineralization: subvertical, structurally controlled mineralization and sub-horizontal stratigraphically controlled mineralization. Drilling has confirmed excellent lateral and vertical continuity of mineralization from surface to a minimum depth of 700 feet (213 metres). The gold-bearing mineralization, at least 1,850 feet (560 metres) in strike extent, takes the form of a continuous sub-vertical, linear body with a series of sub-horizontal, amoeba-shaped zones.

During the summer of 2004, the Company undertook a preliminary prospecting and sampling program at the Lewis Property. Exploration was conducted north and northeast of the Companys previous drilling along the Virgin Structural Zone. Target areas evaluated included the Trinity, White & Shiloh and Hider structural trends.

The exploration program included analysis of 25 rock samples and approximately 200 soil samples. A number of encouraging precious metal and base metal results were identified, worthy of follow-up evaluation. The soil sampling was over four widely spaced grid lines at the Trinity structural trend. Results from a mobile metal ion analysis of the soil samples has partially outlined a nearly continuous, geochemically anomalous trend measuring a minimum of 9,840 feet (3,000 metres) in length and averaging 130  160 feet (40 to 50 metres) in width. Additional sampling and prospecting follow-up is warranted based on these results.

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During the fiscal year ending October 31, 2005, the Company did not undertake any additional field exploration at the Lewis Property.

Exploration - Recent Results

From August to November 2006, the Company undertook forty-nine reverse circulation drill holes totalling 31,690 feet (9,659 metres) and collected 6124 samples for analysis. Seven widely spaced holes totalling 5,400 feet (1,645 metres) tested a 1,800 foot (580 metres) strike extent of the Buena Vista mineral trend. The Buena Vista is a subparallel northwest trending zone of historic mineralization located 1,640 feet (500 metres) west across the valley from the Virgin Zone. Drilling intersected potentially economic mineralization in five of the holes, confirming the potential of this subparallel mineral trend.

Forty-two holes totalling 26,290 feet (8,013 metres) were drilled as in-fill and step-out holes along a 2,000 foot (600 metres) strike length of the northwest trending Virgin Mineral trend. Hundred-foot (30 metres) infill holes have been completed along a 800 foot segment of the south central Virgin Zone. Step-out drilling extended the zone to the south and along strike to the north. Drilling confirmed excellent lateral and vertical continuity of both styles of mineralization: subvertical structural and subhorizontal stratagraphic controlled. In addition drilling has identified several new mineralized cross-structures. These cross-structures appear to localize higher grade mineralization at structural intersections.

From July to November 2007 the Phoenix Joint Venture undertook ten core and 34 reverse circulation drill holes totalling 31,643 feet (9,645 metres). Ten core holes were drilled to evaluate structure and geology, and to confirm previous RC drill results. Thirty-four reverse circulation holes were drilled as in-fill and step-out holes at 100 foot (30 metres) centres along three north-south drill sections to test the Virgin Zone mineralization along strike to the north and down-dip to the west and enable the company to define a future preliminary resource estimate. The program met its objective intersecting precious metal mineralization in all the holes and confirming previous RC drill results.

In addition the Company carried out an IP geophysical survey to further define areas of interest within and along the strike of both the Virgin and Buena Vista mineral trends. Zonge Geophysics of Reno was contracted and completed 20 lines of IP survey, totaling 57,500 feet (17,526 metres).

The 2008 drill program consisted of 17 core holes totalling 12,648 feet (3,855 metres) and 33 reverse circulation holes totalling 18,264 feet (5,567 metres). The program targeted the central portion of the Virgin Zone and included both in-fill and step-out holes using 100 foot (30 metre) drill spacing. A small percentage of core holes used have confirmed previous RC results and the geological and structural models. The drilling expanded the Virgin Zone by 330 feet (100 metres) down-dip over a 1,000 foot (300 metre) strike length. The Virgin Mineralized Zone remains open along strike to the north and south and down-dip to the west and has been defined over a minimum 2,500 foot (750 metre) strike length and now 1,150 feet (350 metres) east-west.

Significant gold and silver results from the 2008 drilling compare favourably with previous reported styles and grades of mineralization including high grade mineralized structural intersections, steeply oriented structural mineralization and sub-horizontal lower grade mineralization hosted by favourable Antler stratigraphy.

During the 2009 fiscal year, the joint venture decided to minimize expenditures on the Lewis project, reflecting our uncertainty about market and financing conditions. Notably, however, the Company expended some $50,000 in December 2008 as its portion of the advance royalty payment for 2009. Exclusive of the advance royalty, the Company expended approximately $130,000 on our 60 per cent portion of JV costs, before a cost recovery of $22,000. Of the amounts expended, the majority reflected costs of the fiscal 2008 work billed and paid in fiscal 2009. Readers should note that an additional approximate $44,300 has been paid by the company in December 2009 in respect of the advance royalty for 2010. This expenditure is indicative of the intention of the Company and its joint venture partner to continue with their tenure and development of the Lewis Project. A program and budget for 2010 is under preparation for consideration by the joint venture partners.

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Mt. Kare Property, Papua New Guinea

The Companys wholly-owned indirect subsidiary Madison Enterprises (PNG) Ltd. (MPNG), owns a 90% beneficial interest in the Mt. Kare Property. The other 10% is held in trust for Kare-Puga Development Corporation Pty Limited (KDC), a private Papua New Guinea company that represents the traditional landowners at Mt. Kare which in turn holds its 10% interest in trust for such traditional landowners.

MPNG was formerly held, indirectly through subsidiaries, 60% by Buffalo Gold Ltd. (Buffalo) and 40% by the Company, such that those entities own an effective 54% and an effective 36% interest in the Mt. Kare Property. The Company subsequently reacquired the interest formerly held by Buffalo at no cost, resulting in the Company once again owning, indirectly through subsidiaries, a 90% interest in the Mt. Kare Property. Due to debts incurred while Buffalo controlled MPNG, MPNG was petitioned into liquidation, a defined legal process under the laws of Papua New Guinea, and accordingly, MPNG is now controlled by the liquidator. The Company does not intend to expend any further funds on the Mt. Kare Property and the Company no longer regards the Mt. Kare project as a property of major significance.

Belencillo Property, Panama

The Company does not regard this property to be of major significance. The location, a summary of the projects exploration and the nature of the Companys 31.12% interest are set out in Item 4.A above under Acquisition of the Belencillo Property, Panama. It is the Companys plan to seek to dispose of its interest for cash, for shares of a publicly traded enterprise or for other valuable consideration. No discussions or negotiations to this end have recently occurred. Recent material transactions and developments during 2008 and 2009 related to an adjacent mineral property held by unrelated third parties provide some grounds encouraging the Companys plan.

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|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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|A. | Operating Results

The Company is in the business of the acquisition, exploration, exploration management and sale of mineral properties, with the primary aim of advancing them to a stage where they can be exploited at a profit. At that stage, the Company's operations would, to some extent, be dependent on the prevailing market prices for any of the minerals produced by such operations. The Company does not currently have any producing properties and its current operations on its various properties are exploratory searches for mineable deposits of minerals. During the fiscal years ended October 31, 2006, 2007 and 2008 the Company was primarily engaged in the continued exploration of its Lewis Property in Nevada. The Company has no plans to contribute to the funding of any further exploration on the Mt. Kare Property in Papua New Guinea at the present time.

Operations on the Lewis Property during fiscal 2009

As at October 31, 2009, the Company had incurred, in respect of its 60% interest, $7,737,693 in option fees and for acquisition and exploration costs at the Lewis Property in Nevada. During the fiscal year ended October 31, 2009, the Company incurred, in respect of its 60%, option fees and acquisition and net exploration expenditures of a net $158,394 on the project, comprised of an advance royalty payment of $50,075, assay costs of $49,901, contractors and geological staff costs of $23,946, land, legal and insurance costs of $54,430, travel and accommodation costs of $2,304, and cost recovery amounts of ($22,262). The majority of costs recognized in fiscal 2008-2009 arose from billings arising from exploration conducted in the 2007-2008 fiscal year. U.S. persons reading this Annual Report should note that of the net $158,394 added in fiscal 2009 to mineral property carrying costs under Canadian generally accepted accounting principles, the amount of $158,394 cannot be added to mineral property carrying costs under U.S. generally accepted accounting principles and has been charged to the statement of operations for U.S. purposes as set out in Loss for the year in Note 17 to the Companys financial statements for the year ended October 31, 2009. U.S. persons should further note that, as a result of the cumulative effect of this difference between Canadian and U.S. generally accepted accounting principles, the amount of $7,737,693 as the cumulative carrying value for the Lewis Property set out above is reduced by a cumulative total of $6,198,849 to a carrying value under U.S. generally accepted accounting principles of $1,538,844 as set out in Balance sheets in Note 17 to the Companys financial statements for the year ended October 31, 2009.

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Operations on the Lewis Property during fiscal 2008

As at October 31, 2008, the Company had incurred, in respect of its 60 per cent interest, $7,579,299 in option fees and for acquisition and exploration costs at the Lewis Property in Nevada. During the fiscal year ended October 31, 2008, the Company incurred, in respect of its 60 per cent interest, option fees and acquisition and exploration expenditures of $3,164,760 on the project, comprised of acquisition costs of $1,206,720, an advance royalty payment of $36,202, assay costs of $338,277, camp costs of $9,688, contractors and geological staff costs of $234,300, drilling costs of $1,220,497, land, legal and insurance costs of $47,577, option fees of $5,863, and travel and accommodation costs of $65,636. The option having been exercised in December 2007, no further option fees are required. U.S. persons using this Annual Report should note that of the $3,164,760 added in fiscal 2008 to mineral property carrying costs under Canadian generally accepted accounting principles, the amount of $1,953,220 cannot be so added to mineral property carrying costs under U.S. generally accepted accounting principles and has been charged to the statement of operations for U.S. purposes as set out in Loss for the year in Note 17 to the Companys financial statements for the year ended October 31, 2008. U.S. persons should further note that, as a result of the cumulative effect of this difference between Canadian and U.S. generally accepted accounting principles, the amount of $7,579,299 as the cumulative carrying value for the Lewis Property set out above is reduced by a cumulative total of $6,010,116 to a carrying value under U.S. generally accepted accounting principles of $1,569,183 as set out in Balance sheets in Note 17 to the Companys financial statements for the year ended October 31, 2008.

Exploration within the Lewis Property has outlined a virtually identical geological environment to that underlying the Phoenix-Fortitude area on the adjacent Newmont project, including a direct on-strike extension to the hosting Antler Sequence stratigraphy (Edna Mountain, Antler Peak and Battle Formations), controlling structures (Virgin and Copper Canyon Structural Zones) and mineralization style. The Lewis Property covers approximately 20 square miles including a three mile (4.8 kilometre) strike extent of highly prospective ground northward along this potentially mineralized, favourable stratigraphic-structural corridor.

The most advanced gold target on the Lewis Property is the Virgin Structural Zone. Surface exposures and limited preliminary drilling by the Phoenix Joint Venture and previous operators have partially traced the Virgin Structural Zone for a minimum strike length of approximately 2,500 feet (750 metres) on the Lewis Property. On the adjacent Phoenix-Fortitude Property and within the Fortitude deposit in particular, the Virgin Structural Zone acts as a major ore-bearing host and mineralising conduit to the favourable calcareous Antler Sequence stratigraphy, host to the majority of Newmonts reported reserves.

Programs and budgets for 2010 have not been established.

Fiscal Year Ended October 31, 2009 Compared to Fiscal Year Ended October 31, 2008

During the fiscal year ended October 31, 2009, the Company recorded a loss on the write-down of the Belencillo property of $43,365, a loss on the write-down of marketable securities of $35,216, a foreign exchange loss of $27,181, income from project management fees of $11,656 and interest earned of $3,187. During the fiscal year ended October 31, 2008, the Company recorded a loss on the write-down of marketable securities of $3,340,283, interest earned of $85,751, project management fees of $126,789 and a foreign exchange gain of $140,656.

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The non-cash writedown of the Belencillo project arose from the factors described in the preceding section Acquisition of the Belencillo Property, Panama. The marketable securities writedown was a non-cash item resulting from writing down to zero the fair value of shares in Buffalo Gold Ltd. (Buffalo) upon that company ceasing to be listed on a trading exchange, as set out in Note 4(b) to the 2009 financial statements.

The foreign exchange loss arose principally from holding in U.S. cash and a joint venture receivable during a period when that currency was declining against our reporting currency, the Canadian dollar  an opposite foreign exchange effect from that experienced in the preceding fiscal year. The decreased interest earned reflects diminishing cash balances held in fiscal 2009, as the Companys balance of proceeds from a financing late in the 2006 fiscal year continued to be expended on mineral exploration. In addition, market interest rates achievable on the Companys surplus funds diminished dramatically in fiscal 2009 compared to fiscal 2008.

Expenses for the fiscal year ended October 31, 2009 were $425,941, reduced significantly  56%  from $958,819 for the fiscal year ended October 31, 2008. The most significant cost centre decreases were 1) the absence of a stock-based compensation charge ($175,127 in fiscal 2008) because no options were granted in the 2009 fiscal year; and 2) a reduction of approximately $172,500 in salary and benefit costs  attributable to a greatly reduced scope of exploration activity and a corresponding reduction in the use of allocated shared staff costs. Office and rent costs decreased by approximately $71,400, also attributable to the reduced scope of exploration activity and a corresponding reduction in the use of allocated shared costs. Accounting and audit costs decreased by approximately $46,800 largely attributable to reduced costs for outside consulting on internal control certification associated with Sarbanes-Oxley legislation following large initial year costs in the preceding financial year, and public relations expenses decreased by approximately $46,100 reflecting a reduction of activity in this cost centre.

Fiscal 2009 yielded, based on Canadian generally accepted accounting principles, a net loss for the year of $516,860 or $0.01 loss per share compared to net loss in fiscal 2008 of $3,945,906 or $0.11 loss per share. Other than the changes to operating costs set out above, the principal component of the dramatic reduction in loss was the far smaller write-down of marketable securities  the shares of Buffalo Gold  in 2009 since approximately 99 per cent had been recognized in the 2008 financial year. The Company expects to continue in a net loss position for the fiscal year ending October 31, 2010 due to the nature of its operations as a development stage company. As set out in Note 17 to the financial statements, based on U.S. generally accepted accounting principles the 2009 net loss was $631,889 or $0.02 per share, with the additional net loss under U.S. GAAP arising from the requirement to charge as expense $108,319 in mineral exploration costs incurred on the Lewis Project.

Fiscal Year Ended October 31, 2008 Compared to Fiscal Year Ended October 31, 2007

During the fiscal year ended October 31, 2008, the Company recorded a loss on the write-down of marketable securities of $3,340,283, interest earned of $85,751, project management fees of $126,789 and a foreign exchange gain of $140,656. During the fiscal year ended October 31, 2007, the Company recorded a recovery of resource property costs previously written down of $3,366,331, interest earned of $236,044, project management fees of $142,425 and a foreign exchange loss of $128,600.

The very material marketable securities write-down was a non-cash item resulting from an extremely severe decline in the market value of shares in Buffalo Gold Ltd. (Buffalo) during and subsequent to the fiscal year, as set out in Note 4(b) to the 2008 financial statements. This decline is related to the widespread decline in equity valuations which have occurred as part of the current severe stress in financial markets generally, and which is heightened in the case of a very large majority of share valuations for mineral exploration companies without proven resources, and certainly in the case of Buffalo. This source of expense is clearly of a non-recurring nature, and is associated with the similarly non-recurring income recognized on the receipt of the share position in Buffalo in fiscal 2007 described below.

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The decreased interest earned reflects diminishing cash balances held in fiscal 2008, as the Companys balance of proceeds from a financing late in the 2006 fiscal year continued to be expended on mineral exploration. In addition, interest rates achievable on the Companys surplus funds diminished in fiscal 2008 compared to fiscal 2007. The foreign exchange gain arose principally from a holding in U.S. funds during a period when that currency was strengthening against our reporting currency, the Canadian dollar  an opposite foreign exchange effect from that experienced in the preceding fiscal year.

Expenses for the fiscal year ended October 31, 2008 were $958,819, up significantly from $782,596 for the fiscal year ended October 31, 2007, principally resulting from an increase in stock-based compensation costs, to $175,127 in fiscal 2008 recognized upon a large grant to numerous optionees, compared to $54,407 in fiscal 2007, when the only recognition was on the vesting of one-half of a single grant. Accounting and audit costs increased by $68,398 largely attributable to a significant outlay for outside consulting on internal control certification associated with Sarbanes-Oxley legislation; office and rent costs increased by $36,989 reflecting increased levels of activity and expenditure at the Lewis project, and salaries and benefits increased by $21,759 reflecting a general compensation increase. Public relations expenses decrease by $73,025 reflecting a reduction of activity in this costs centre.

Fiscal 2008 yielded, based on Canadian generally accepted accounting principles, a net loss for the year of $3,945,906 or $0.11 loss per share compared to net income in fiscal 2007 of $2,833,604, or $0.08 income per share. The principal components of the swing from earnings to loss were the write-down of marketable securities upon the recognition of a permanent impairment, and a large increase in stock-based compensation expense. The Company expects to continue in a net loss position for the fiscal year ending October 31, 2009 due to the nature of its operations as a development stage company. As set out in Note 17 to the financial statements, based on U.S. generally accepted accounting principles the 2008 net loss was $5,868,787 or $0.17 per share, with the additional net loss under U.S. GAAP arising from the requirement to charge as expense $1,922,881 in mineral exploration costs, of which all but $1,043 were incurred on the Lewis Project.

Fiscal Year Ended October 31, 2007 Compared to Fiscal Year Ended October 31, 2006

During the fiscal year ended October 31, 2007, the Company recorded a recovery of resource property costs previously written down of $3,366,331, interest earned of $236,044, project management fees of $142,425 and a foreign exchange loss of $128,600. During the fiscal year ended October 31, 2006 the Company recorded a recovery of resource property costs previously written down of $150,000, interest earned of $44,607, a foreign exchange gain of $8,193 and other exploration cost recoveries of $65,023.

The very material resource property cost recovery was a non-cash item resulting from a disposition of 60 per cent of the Companys interest in the Mt. Kare project in consideration for a large stock position in an arms length public company, described in detail in Notes 4 and 5 to the 2007 financial statements. This source of income is clearly of a non-recurring nature. Increased interest earned reflects much larger cash balances held in fiscal 2007 arising from a financing late in the 2006 fiscal year. The foreign exchange loss arose principally from a holding in U.S. funds during a period when that currency was declining against our reporting currency, the Canadian dollar.

Expenses for the fiscal year ended October 31, 2007 were $782,596, down significantly from $2,303,761 for the fiscal year ended October 31, 2006, principally resulting from a large reduction in stock-based compensation costs, from $1,620,691 in fiscal 2006, when a large grant to numerous optionees was made, to $54,407 in fiscal 2007, when one-half of a single grant vested. Increases of $10,000 or more occurred in salaries and benefits, public relations and travel costs arising from higher compensation and increased activities in these cost centres. No costs were incurred in fiscal 2007 in the cost centres consulting and miscellaneous property expenditures, resulting in a reduction from fiscal 2006.

Fiscal 2007 yielded net income for the year of $2,833,604 or $0.08 per share compared to a net loss in fiscal 2006 of $2,035,938, a loss of $0.08 per share. The principal components of the swing from loss to earnings were the recovery of property costs and the large reduction in stock-based compensation. The Company expects to return to a net loss position for the fiscal year ending October 31, 2008, since the property cost recovery is non-recurring.

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|B. | Liquidity and Capital Resources
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In management's view, given the nature of the Company's activities, which consist of the acquisition, exploration, exploration management and sale of mineral properties, the most meaningful and material financial information concerning the Company relates to its current liquidity and capital resources. The Company does not currently own or have an interest in any mineral producing properties.

The Company's mineral exploration activities have been funded through sales of common shares, and the Company expects that it will continue to be able to utilize this source of financing until it develops cash flow from its operations. There can be no assurance, however, that the Company will be able to obtain required financing in the future on acceptable terms, or at all, and should this occur, doubt could arise about the ability of the Company to continue as a going concern.

Within the last 24 months very pronounced volatilities, including in may cases very severe deteriorations, in the capital markets have occurred. These have affected many asset classes, including common equities, and valuations have in a wide array of cases fallen dramatically from higher levels which were prevalent in years such as 2006 and 2007. The volatility and in many cases reduction in values has been particularly pronounced for the common equity of junior mineral resource exploration companies, such as Madison Minerals Inc., and this is demonstrated in Item 9.A Offer and Listing Details. Notwithstanding these volatilities, the Company succeeded in closing a modest private placement of equity securities in late October 2009, indicating the availability of capital market funding to the Company at that time and in that level of magnitude.

In the near term, the Company plans to continue its exploration activities on its currently held properties. See Item 4 - Information on the Company - D. Property, Plants and Equipment above. The amounts likely to be expended on the Lewis Gold Project for 2010 are expected to be at a similar level as in 2009, reflecting the Companys current cash resources. The Company shall remain watchful about market conditions, and is prepared to alter its plans if evidence so leads it. Based on its existing working capital, the Company does not expect to require additional financing for its currently active projects during the upcoming fiscal year. The Company has not carried out debt financing nor has it made use of any financial instruments for hedging purposes. The Company had no material commitments for capital expenditures at the end of its most recent fiscal year. The Company has a non-capital commitment for the lease of rental office space as set out in Note 12 to the 2009 Financial Statements, and expects to recover a high proportion of these amounts from related companies as also set out therein. Those companies are well funded.

Management has considered whether the current economic environment could indicate possible impairment of the carrying values of the Lewis Project. Following a focused review, management has concluded that conditions suggesting impairment are not present.

At October 31, 2009, the Company had working capital of $565,237 which management believes will be sufficient to meet the Companys general and administrative expenses and its share of the cost of the next phase of exploration on its Lewis Property for the coming year. If the Company is to advance or develop its mineral properties further, it will become necessary to obtain additional funding, and while the Company has been successful in the past, there can be no assurance that it will be able to do so in the future. If such funds are not available or cannot be obtained or are insufficient to cover such costs, the Company will be forced to curtail its exploration activities to a level for which funding is available or can be obtained. Accordingly, doubt could arise about its ability to continue as a going concern.

Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in the Company's liquidity either materially increasing or decreasing at present or in the foreseeable future. Material increases or decreases in the Company's liquidity will be substantially determined by the success or failure of its exploration programs on its mineral exploration properties.

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32

October 31, 2009 Compared to October 31, 2008

At October 31, 2009, the Company's current assets totalled $677,132 compared to $1,036,204 at October 31, 2008. The decrease is attributable principally to the drawdowns in the Companys cash position as set out in the Statement of Cash Flows, to the write-down of the carrying value of the shares of Buffalo Gold Ltd. recognized in the second quarter in the 2009 fiscal year, to the reduction in unrecovered joint venture costs and to the reduction in receivables from related entities. During the fiscal year, total liabilities decreased to $111,895 from $140,182. The principal component of this decrease was a reduced accrual for accounting and audit costs related to diminishing costs of Sarbanes-Oxley compliance. As a result of these factors, the Company had working capital of $565,237 at October 31, 2009 as compared to $896,022 at October 31, 2008. The Company had no long-term debt at either October 31, 2009 or October 31, 2008.

At October 31, 2009, the Company had total assets of $8,461,520 compared to $8,718,196 at October 31, 2008. This decrease is principally attributable to the cash costs of operating activities as set out in the Statement of Cash Flows and the expenditures on the Lewis Project set out in Note 5.

Share capital as at October 31, 2008 was $68,278,644 compared to $68,001,686 in the prior year. The increase arises from the private placement of equity securities as set out in Note 7 to the financial statements.

The Company's largest cash outflows in the fiscal year ended October 31, 2009 were to fund its operating activities in the amount of $375,689 and expenditures on the Lewis Property, Nevada of $185,390. For the prior year ended October 31, 2008 expenditures on projects, virtually entirely on the Lewis project, were $3,186,053 and to fund operating activities were $433,729. The amount of exploration costs incurred by the Company fluctuates based on the scope of the exploration programs the joint venture agrees to conduct. The prior year fiscal 2008 expenditures were significantly increased by the Companys USD $1,200,000 portion of the Lewis Property acquisition price, paid in December 2007 on exercise of the purchase option.

October 31, 2008 Compared to October 31, 2007

At October 31, 2008, the Company's current assets totalled $1,036,204 compared to $8,539,158 at October 31, 2007. The decrease is attributable principally to the drawdowns in the Companys cash position as set out in the Statement of Cash Flows, and to the write-down of the carrying value of 3,521,648 shares of Buffalo Gold Ltd. recognized at each fiscal quarter in the 2008 fiscal year. During the fiscal year, total liabilities decreased to $140,182 from $1,128,062. The principal component of this decrease was the payment out in December 2007 of funds advanced in the 2007 fiscal year by our joint venture partner in payment of our partners USD $800,000 share of the price to exercise the purchase option for the Lewis Property, as set out in Note 5 to the Financial Statements. As a result of these factors, the Company had working capital of $896,022 at October 31, 2008 as compared to $7,411,096 at October 31, 2007. The Company had no long-term debt at either October 31, 2008 or October 31, 2007.

At October 31, 2008, the Company had total assets of $8,718,196 compared to $13,051,241 at October 31, 2007. This decrease is principally attributable to the decline in the market value of the Buffalo Gold shares at the 2007 year-end date and to cash costs of operating activities as set out in the Statement of Cash Flows.

Share capital as at October 31, 2008 was $68,001,686, unchanged from the prior year.

The Company's largest cash outflows in the fiscal years ended October 31, 2008 and October 31, 2007 were expenditures on its Lewis Property, Nevada. During the fiscal year ended October 31, 2007, the Company incurred cash property expenditures of $3,186,153, compared to $1,816,867 during the fiscal year ended October 31, 2006. The amount of exploration costs incurred by the Company fluctuates based on the scope of the exploration programs the joint venture agrees to conduct. The fiscal 2008 expenditures were significantly increased by the Companys USD $1,200,000 portion of the Lewis Property acquisition price, paid in December 2007 on exercise of the purchase option.

---

33

October 31, 2007 Compared to October 31, 2006

At October 31, 2007, the Company's current assets totalled $8,539,158 compared to $7,022,636 at October 31, 2006. The increase is attributable principally to the receipt of 3,521,648 shares of Buffalo Gold Ltd. in October 2007, offset by the drawdown in cash resources of $1,441,700 set out in the statement of cash flows. During the same period, total liabilities increased to $1,128,062 from $502,963. The principal components of this increase were funds advanced by our joint venture partner in the balance sheet date amount of $951,161 offset in part by a reduction in amounts owed to our exploration and other suppliers from $502,963 to $176,901. The principal component of the funds advanced by the joint venture partner was USD $800,000 for its contribution to the USD $2,000,000 option exercise price paid to the optionor in December 2007. As a result of these factors, the Company had working capital of $7,411,096 at October 31, 2007 as compared to $6,519,673 at October 31, 2006. The Company had no long-term debt at either October 31, 2007 or October 31, 2006.

At October 31, 2007, the Company had total assets of $13,051,241 compared to $9,946,640 at October 31, 2006. This increase is principally attributable to the market value of the Buffalo Gold shares at the 2007 year-end date.

Share capital as at October 31, 2007 was $68,001,686, up only marginally from $67,968,686 as at October 31, 2006, the $33,000 increase arising on the issue of 66,000 shares on the exercise of warrants.

The Company's largest cash outflows in the fiscal years ended October 31, 2007 and October 31, 2006 were expenditures on its Lewis Property, Nevada. During the fiscal year ended October 31, 2007, the Company incurred cash property expenditures of $1,816,867, compared to $677,521 during the fiscal year ended October 31, 2006. The amount of exploration costs incurred by the Company fluctuates based on the scope of the exploration programs the joint venture agrees to conduct.

Material Differences between Canadian and U.S. Generally Accepted Accounting Principles

Mineral property costs and related exploration expenditures are accounted for in accordance with Canadian GAAP which permits the deferral of most acquisition and exploration costs incurred on mineral projects. Under U.S. GAAP, the Company is required to expense, as incurred, exploration costs relating to unproven mineral properties, and only capitalizes certain limited acquisition costs.

Outlook

For the remainder of the fiscal year ending October 31, 2009, the Companys activities will continue to focus on the Lewis Property. Our technical staff have commenced formulating a program and budget for 2010, which will then be submitted to the joint venture for consideration and adoption. Based on existing working capital, the Company does not expect to require additional financing during the current 2010 fiscal year. The Company has no material commitments for capital expenditures for the 2010 fiscal year. In December 2009 the joint venture made the advance royalty payment due at that time for the year 2010 on the Lewis project in the amount of US$70,275 of which the Companys 60% cost was US$42,165.

|C. | Research and Development, Patents and Licenses, etc.
|-- | ----------------------------------------------------

As the Company is an exploration company with no producing properties, the information required by this section is inapplicable.

|D. | Trend Information
|-- | -----------------

Readers of this report are referred to the disclosure above in Item 5.B Liquidity and Capital Resources for a discussion of recent highly volatile and potentially adverse developments in the capital markets, which may have an adverse effect on the Companys ability to raise equity capital for its operations beyond the end of fiscal 2009. Also as set out in Item 5.B, the Company did succeed in carrying out a modest private placement of equity securities in October 2009.

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34

|   |                               
|-- | ------------------------------
|E. | Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

|   |                                              
|-- | ---------------------------------------------
|F. | Tabular Disclosure of Contractual Obligations

The Company has no contractual obligations of the type required to be disclosed in this section.

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

|   |                                
|-- | -------------------------------
|A. | Directors and Senior Management

Ian Brown

Mr. Brown is the Chief Financial Officer of the Company. He has been a Chartered Accountant, the Canadian equivalent of a CPA, for over 34 years. He has served as an executive of mineral exploration companies, including in numerous roles as CFO and/or as member of boards of directors and audit committees, for over 30 years. Mr. Brown is 62 years old.

Vivian Danielson

Ms. Danielson was appointed a director of the Company effective February 6, 2008. She is a journalist and author with more than 20 years of experience covering the international mining and metals sector. She has worked as an editor for The Northern Minerfrom 1994 to 2001. Ms. Danielson is 58 years old.

Nell Dragovan

Ms. Dragovan is a director of the Company. She is a financier with a long, successful history of organising and financing junior resource companies in Canada. In 1980, she founded Corona Explorations that discovered the Hemlo gold deposits in Northern Ontario. Ms. Dragovan is 60 years old and is the spouse of Mr. Idziszek.

Chet Idziszek

Mr. Idziszek is a director and President of the Company. He has worked as a manager and senior geologist for a number of international mining companies since 1971. In 1990, he received the Mining Man of the Yearaward in recognition of his vital role in the discovery and development of the Eskay Creek Deposits in Northwestern British Columbia. He also received the Prospector of the Year Awardin 1994, again, in recognition of the major role he played in the discovery and development of the Eskay Creek Deposits, as well as for his leadership of Adrian Resources Ltd. (now called Petaquilla Minerals Ltd.) during its exploration and development of the Petaquilla copper-gold deposits in Panama. Mr. Idziszek is 62 years old and is the spouse of Ms. Dragovan.

Robert Sibthorpe

Mr. Sibthorpe is a director of the Company. He holds a B.Sc. in geology and an M.B.A. from the University of Toronto, and worked as a mining analyst and director of Yorkton Securities Inc. in Vancouver from 1986 to 1996. He was an independent mining consultant from 1996 to 1999 when he joined Canaccord Capital Corporation as a mining analyst from 1999 to 2001. Since 2001 he has worked as an independent mining consultant. Mr. Sibthorpe is 61 years old.

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35

J.G. Stewart

Mr. Stewart is a director and the Secretary of the Company. He is a lawyer both in private practice and as corporate counsel since 1984 and has extensive experience in the fields of mining, corporate finance and securities law. Mr. Stewart is 51 years old.

|   |             
|-- | ------------
|B. | Compensation

During the fiscal year ended October 31, 2009, the Company paid or accrued cash compensation of $55,260 for legal fees to a law practice controlled by its director James G. Stewart. It also paid $168,000 by way of salaries and benefits for management duties carried out by two directors, Mr. Idziszek and Ms. Dragovan, being $133,000 to Mr. Idziszek and $35,000 to Ms. Dragovan, and it paid $25,058 for management duties carried out as Chief Financial Officer by Mr. Brown. This amount does not take account of incentive stock options granted to or exercised by such directors and officers or other non-cash compensation, as more particularly described below. No other funds were set aside or accrued by the Company during the fiscal year ended October 31, 2009 to provide pension, retirement or similar benefits for directors or officers of the Company pursuant to any existing plan provided or contributed to by the Company or its subsidiaries under applicable Canadian laws.

Option Grants in Last Fiscal Year

There were no stock options granted to the Companys officers or directors during the fiscal year ended October 31, 2009.

|   |                
|-- | ---------------
|C. | Board Practices

The directors hold office for a term of one year or until the next annual general meeting of the Company, at which time all directors retire, and are eligible for re-election. Vivian Danielson has been a director since February 6, 2008. Nell Dragovan has been a director of the Company since June 5, 2003. Chet Idziszek has been a director of the Company since November 7, 1993, the Chief Executive Officer of the Company since April 23, 1997 and the Chairman of the Board of Directors of the Company since November 8, 1999 and the President of the Company since August 31, 2001. J.G. Stewart has been a director of the Company since April 23, 1997 and the Secretary of the Company since July 15, 1996. Neither the Company nor any of its subsidiaries have any arrangement to provide benefits to directors upon termination of employment.

The Companys Audit Committee is comprised of Vivian Danielson, Nell Dragovan and Robert Sibthorpe. The Audit Committee is appointed by the Board of Directors and its members hold office until removed by the Board of Directors or until the next annual general meeting of the Company, at which time their appointments expire and they are then eligible for re-appointment. The Audit Committee reviews the interim and audited financial statements of the Company and liaises with the Companys auditors and recommends to the Board of Directors whether or not to approve such statements. At the request of the Companys auditors, the Audit Committee shall convene a meeting to consider any matters which the auditor believes should be brought to the attention of the Committee, the Board of Directors or the shareholders of the Company.

|   |          
|-- | ---------
|D. | Employees

During the fiscal year ended October 31, 2009, the Company had eight employees, all of whom worked at the Companys head office. Of the eight employees, three worked in management roles, three in administrative roles, and two in accounting. Mineral exploration work was carried out by contract staff. During the fiscal year ended October 31, 2008, the Company had eight employees, all of whom worked at the Companys head office. Of the eight employees, three worked in management roles, three in administrative roles, and two in accounting. Mineral exploration work was carried out by contract staff. During the fiscal year ended October 31, 2007, the Company had seven employees, all of whom worked at the Companys head office. Of the seven employees, three worked in management roles, three in administrative roles, and one in accounting. Mineral exploration work was carried out by contract staff. None of the Companys employees were casual or temporary employees.

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36

|   |                
|-- | ---------------
|E. | Share Ownership

The following table sets forth the share ownership of those persons listed in subsection 6.B above and includes the details of all options or warrants to purchase shares of the Company held by such persons:

|                 |                                                   |                                                                |                                  |                |                 
|---------------- | ------------------------------------------------- | -------------------------------------------------------------- | -------------------------------- | -------------- | ----------------
|Name             | Number of Common Shares Held at February 12, 2010 | Number of Options or Warrants Outstanding at February 12, 2010 | Beneficial Percentage Ownership1 | Exercise Price | Expiry Date     
|Ian Brown        | Nil                                               | 200,000                                                        | 0.7%                             | $0.77          | April 27, 2012  
|                 |                                                   | 50,000                                                         |                                  | $0.25          | April 14, 2013  
|Vivian Danielson | 15,000                                            | 125,000                                                        | 0.4%                             | $0.25          | April 14, 2013  
|Nell Dragovan    | 1,098,718                                         | 80,000                                                         | 3.5%                             | $0.38          | May 27, 2010    
|                 |                                                   | 100,000                                                        |                                  | $1.10          | October 20,2011 
|                 |                                                   | 50,000                                                         |                                  | $0.25          | April 14, 2013  
|Chet Idziszek    | 1,222,928                                         | 80,000                                                         | 5.0%                             | $0.38          | May 27, 2010    
|                 |                                                   | 350,000                                                        |                                  | $1.10          | October 20, 2011
|                 |                                                   | 100,000                                                        |                                  | $0.25          | April 14, 2013  
|                 |                                                   | 137,500                                                        |                                  | $0.25          | October 29, 2010
|Robert Sibthorpe | Nil                                               | 80,000                                                         | 0.6%                             | $0.38          | May 27, 2010    
|                 |                                                   | 100,000                                                        |                                  | $1.10          | October 20, 2011
|                 |                                                   | 50,000                                                         |                                  | $0.25          | April 14, 2013  
|J.G. Stewart     | 278,929                                           | 80,000                                                         | 1.6%                             | $0.38          | May 27, 2010    
|                 |                                                   | 125,000                                                        |                                  | $1.10          | October 20, 2011
|                 |                                                   | 50,000                                                         |                                  | $0.25          | April 14, 2013  
|                 |                                                   | 62,500                                                         |                                  | $0.25          | October 29, 2010
|                 |                                                   |                                                                |                                  |                |                 
|Total:           | 2,615,575                                         | 1,820,000                                                      | 11.8                             |                |                 

1.    Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares owned by a person and the percentage ownership of that person, Common Shares subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of February 12 , 2010, are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. This table has been prepared based on 37,406,727 Common Shares outstanding as of February 12, 2010.

The Company has a rolling stock option plan (the Plan) that authorizes the board of directors to grant incentive stock options to directors, officers, consultants and employees, whereby a maximum of 10% of the issued common shares are reserved for issuance under the plan. Under the Plan, the exercise price of each option may not be less than the market price of the Companys shares at the date of grant. Options granted under the Plan will have a term not to exceed 5 years and be subject to vesting provisions as determined by the board of directors of the Company. As at the date hereof, stock options entitling the purchase of up to 3,237,616 had been granted to directors, officers and employees of the Company and a further 503,057 shares are reserved for issuance under the Plan.

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

|   |                   
|-- | ------------------
|A. | Major Shareholders

The President and CEO holds 5% of the Companys common shares at February 12, 2010.

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37

As at February 12, 2010 there were 37,406,727 common shares of the Company issued and outstanding. Based on the records of the Company's registrar and transfer agent, Computershare Investor Services Inc. (formerly Pacific Corporate Trust Company), of 3rdFloor, 510 Burrard Street, Vancouver, British Columbia, Canada, as January 13, 2010 there were 82 record holders of the Company's common shares resident in the United States, holding an aggregate 3,228,154 common shares. This number represents approximately 8.6% of the total issued and outstanding common shares of the Company as at February 12, 2010. Based on replies received by the Company from brokers, dealers, banks or nominees to enquiries as to the number of beneficial holders of the Company's common shares resident in the United States, as at January 13, 2010 there were 1,601 beneficial holders of the Company's common shares resident in the United States, holding an aggregate 9,271,851common shares. Adding this number to the 3,228,154 shares recorded in the records of the Companys transfer agent and registrar, as at January 13, 2010 a total of 12,500,005 common shares were held in the United States by a total of 1,683 record holders, totalling approximately 33.4% of the total issued and outstanding common shares of the Company.

|   |                           
|-- | --------------------------
|B. | Related Party Transactions

There were no material transactions in the fiscal year ended October 31, 2009, or proposed material transactions between the Company or any of its subsidiaries and:

|(a) | enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company;                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | associates;                                                                                                                                                                                                                                                                                                                                                                 
|(c) | individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individuals family;                                                                                                                                                                       
|(d) | key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including directors and senior management of companies and close members of such individuals families;                                                                                                         
|(e) | enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence including enterprises owned by directors or major shareholders of the Company and enterprises that have a member of key management in common with the Company.

|   |                                 
|-- | --------------------------------
|C. | Interests of Experts and Counsel

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

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

|   |                                                        
|-- | -------------------------------------------------------
|A. | Consolidated Statements and Other Financial Information

This Annual Report contains the consolidated financial statements for the Company for the fiscal year ended October 31, 2009 which contain an Independent Auditors Report dated February 18, 2010, Consolidated Balance Sheets as at October 31, 2009 and 2008, Consolidated Statements of Operations for the Fiscal Years Ended October 31, 2009, 2008 and 2007, Consolidated Statements of Deficit and Accumulated Other Comprehensive Income (Loss) for the Fiscal Years Ended October 31, 2009, 2008 and 2007, Consolidated Statements of Cash Flows for the Fiscal Years Ended October 31, 2009, 2008 and 2007, and Notes to the Consolidated Financial Statements.

|   |                    
|-- | -------------------
|B. | Significant Changes

No significant changes have occurred since the date of the annual financial statements included in this Annual Report on Form 20F.

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38

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

|   |                          
|-- | -------------------------
|A. | Offer and Listing Details

The high and low sale prices for the common shares of the Company on the TSX Venture Exchange (formerly the Vancouver Stock Exchange) for each of the last six months, each fiscal quarter in each of the last two full financial years and subsequent period and each of the last five full financial years are as follows.

|                                  |   |       |   |       | 
|--------------------------------- | - | ----- | - | ----- | 
|                                  |   | High  |   | Low   | 
|Fiscal Year 2009-2010             |   |       |   |       | 
|January 2010                      | $ | 0.175 | $ | 0.125 | 
|December 2009                     | $ | 0.205 | $ | 0.125 | 
|November                          | $ | 0.16  | $ | 0.11  | 
|October                           | $ | 0.17  | $ | 0.155 | 
|September                         | $ | 0.185 | $ | 0.09  | 
|August                            | $ | 0.17  | $ | 0.085 | 
|First Quarter to January 31, 2010 | $ | 0.205 | $ | 0.110 | 
|2009                              | $ | 0.19  | $ | 0.055 | 
|Fourth Quarter                    | $ | 0.185 | $ | 0.085 | 
|Third Quarter                     | $ | 0.145 | $ | 0.07  | 
|Second Quarter                    | $ | 0.19  | $ | 0.075 | 
|First Quarter                     | $ | 0.18  | $ | 0.055 | 
|2008                              | $ | 0.415 | $ | 0.055 | 
|Fourth Quarter                    | $ | 0.22  | $ | 0.055 | 
|Third Quarter                     | $ | 0.29  | $ | 0.155 | 
|Second Quarter                    | $ | 0.345 | $ | 0.255 | 
|First Quarter                     | $ | 0.415 | $ | 0.28  | 
|2007                              | $ | 1.27  | $ | 0.27  | 
|2006                              | $ | 1.34  | $ | 0.23  | 
|2005                              | $ | 0.86  | $ | 0.24  | 

The closing price of the Company's common shares on the TSX Venture Exchange on February 12, 2010 was $0.13.

The high and low sale prices for the common shares of the Company on the Over The Counter Bulletin Board (OTCBB) for each of the six months, each fiscal quarter in each of the last two full financial years and subsequent period and each of the last five full financial years are as follows:

|                                  |     |        |     |        | 
|--------------------------------- | --- | ------ | --- | ------ | 
|                                  |     | High   |     | Low    | 
|Fiscal Year 2009-2010             |     |        |     |        | 
|January 2010                      | $   | 0.165  | $   | 0.111  | 
|December 2009                     | US$ | 0.20   | US$ | 0.105  | 
|November                          | US$ | 0.171  | US$ | 0.096  | 
|October                           | US$ | 0.228  | US$ | 0.11   | 
|September                         | US$ | 0.21   | US$ | 0.085  | 
|August                            | US$ | 0.1389 | US$ | 0.075  | 
|First Quarter to January 31, 2010 | US$ | 0.200  | US$ | 0.096  | 
|2009                              | US$ | 0.2280 | US$ | 0.026  | 
|Fourth Quarter                    | US$ | 0.2280 | US$ | 0.075  | 
|Third Quarter                     | US$ | 0.139  | US$ | 0.05   | 
|Second Quarter                    | US$ | 0.179  | US$ | 0.05   | 
|First Quarter                     | US$ | 0.145  | US$ | 0.026  | 
|2008                              | US$ | 0.6261 | US$ | 0.06   | 
|Fourth Quarter                    | US$ | 0.212  | US$ | 0.06   | 
|Third Quarter                     | US$ | 0.39   | US$ | 0.151  | 
|Second Quarter                    | US$ | 0.37   | US$ | 0.2410 | 
|First Quarter                     | US$ | 0.6261 | US$ | 0.24   | 
|2007                              | US$ | 1.1225 | US$ | 0.2401 | 
|2006                              | US$ | 1.19   | US$ | 0.19   | 
|2005                              | US$ | 0.69   | US$ | 0.18   | 

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39

The latest closing price of the Company's common shares on the OTCBB on February 12, 2010 was US$0.14.

|   |                     
|-- | --------------------
|B. | Plan of Distribution

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

|   |        
|-- | -------
|C. | Markets

The Companys common shares have traded on the TSX Venture Exchange (formerly the Vancouver Stock Exchange) since July 30, 1980 and have traded on the OTCBB since February 25, 1997.

|   |                     
|-- | --------------------
|D. | Selling Stockholders

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

|   |         
|-- | --------
|E. | Dilution

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

|   |                      
|-- | ---------------------
|F. | Expenses of the Issue

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

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

|   |              
|-- | -------------
|A. | Share Capital

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

|   |                                       
|-- | --------------------------------------
|B. | Memorandum and Articles of Association

The Company was incorporated on August 20, 1979 pursuant to the Company Act (British Columbia)(the Act) and is registered with the Registrar of Companies for British Columbia under incorporation number 195584. On March 29, 2004 the Company Act was replaced by the Business Corporations Act(British Columbia) (the Act), and the Company was transitioned from the Company Actto the Act on October 26, 2004. The Company is not limited in its objects and purposes.

With respect to directors, the Articles of the Company provide that a director who holds any office or possesses any property right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with his duty or interest as a director, must promptly disclose to the directors the nature and extent of his interest.

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40

The Articles also provide that:

|(a) | A director who holds a disclosable interest, as provided for in the Act, in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director under or as a result of the contract or transaction, only if and to the extent provided in the Act.                                                                                                          

The Act provides that a director holds a disclosable interest in a contract or transaction if it is material to the company, the company has entered or proposes to enter into it and the director has a material interest in the contract or transaction or is a director or senior officer of, or has a material interest in, a person who has a material interest in the contract or transaction. However, a director does not have a disclosable interest in a contact or transaction if:

|(a) | The contract or transaction is an arrangement by way of security granted by the company for money loaned to, or obligations undertaken by, the director, or a person in whom the director has a material interest, for the benefit of the company or an affiliate of the company;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | The contract or transaction relates to an indemnity or insurance;                                                                                                                                                                                                                
|(c) | The contract or transaction relates to the remuneration of the director in that person's capacity as director, officer, employee or agent of the company or of an affiliate of the company;                                                                                      
|(d) | The contract or transaction relates to a loan to the company, and the director, or a person in whom the director has a material interest, is or is to be a guarantor of some or all of the loan; or                                                                              
|(e) | The contract or transaction has been or will be made with or for the benefit of a corporation that is affiliated with the company and the director is also a director of that corporation or an affiliate of that corporation.                                                   

The Act provides that a director is not liable to account for and may retain any profit that accrues to the director under or as a result of the contract or transaction in any of the following circumstances:

|(a) | the contract or transaction is approved by the directors, with the director having the disclosable interest not being entitled to vote on any resolution to approve the contract or transaction; or
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|(b) | the contract or transaction is approved by a special resolution of the shareholders.                                                                                                               

The Articles of the Company provide that the Company may, if authorized by the directors, borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate, issue bonds, debentures and other debt obligations, either outright or as security for any liability or obligation of the Company, or any other person and at such discounts or premiums and on such other terms as they consider appropriate; guarantee the repayment of money by any other person or the performance of any obligation of any other person; and mortgage, charge, whether by way of specific or floating charge, grant a security interest in or give other security on, the whole or any part of the present and future assets and undertaking of the Company. Variation of these borrowing powers would require an amendment to the Articles of the Company that would, in turn, require the approval of the shareholders of the Company by way of an ordinary resolution. An ordinary resolution means a resolution passed by a simple majority of the votes cast by shareholders of the Company voting shares that carry the right to vote at general meetings.

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There is no requirement in the Articles of the Company or in the Act requiring retirement or non-retirement of directors under an age limit requirement, nor is there any minimum shareholding required for a directors qualification.

Holders of common shares of the Company are entitled to vote at meetings of shareholders, and a resolution of the directors is required to effect a change in the rights of shareholders. Holders of common shares are not entitled to pre-emptive rights. Holders of common shares are entitled, rateably, to the remaining property of the Company upon liquidation, dissolution or winding up of the Company, and such holders receive dividends if, as, and when, declared by the directors of the Company. There are no restrictions on the purchase or redemption of common shares by the Company and no provisions for sinking funds. There is no liability on the part of any shareholder to further capital calls by the Company nor any provision discriminating against any existing or prospective holder of securities of the Company as a result of such shareholder owning a substantial number of shares. 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 Act or by the constating documents of the Company.

The Company is required to give its registered shareholders, including registrants and intermediaries who hold shares on behalf of the ultimate beneficial owners, not less than 21 days notice of any general meeting of the Company unless all such shareholders consent to reduce or waive the period. In addition, the Company is obliged to give notice to registrants and intermediaries no fewer than 30 or more than 60 days prior to the date of the meeting. The Company then delivers, in bulk, proxy-related materials in amounts specified by the registrants and intermediaries. No shares of the Company owned by registrants or intermediaries may be voted at a general meeting of the Company unless all proxy-related materials are delivered to the ultimate beneficial owners of such shares. Such ultimate beneficial owner must then deliver voting instructions to the registrant or intermediary to enable the registrant or intermediary to deliver a proxy to the Company on the beneficial owners behalf within the time limited by the Company for the deposit of proxies in order for the beneficial owners shares to be voted at the meeting.

There is no provision in the Company's constating documents that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company (or any of its subsidiaries) other than a shareholder rights plan adopted by the Board of Directors of the Company effective March 5, 2008. The plan authorized the issuance of one right in respect of each common share of the Company then outstanding and each common share issued subsequent to March 5, 2008. The rights remain attached to and trade with the common shares and are evidenced by a legend endorsed on the share certificates. The rights are not exercisable until the occurrence of certain designated events. Upon the acquisition by a person or group of beneficial ownership of 20% or more of the common shares of the Company (other than through a Permitted Bid (as defined in the shareholder rights plan) or through a transaction which has been approved by the Board of Directors), the rights will separate from the common shares, share rights certificates will be issued, the rights will be transferable separately from the common shares, and will be exercisable, entitling the holders to acquire common shares of the Company at an effective 50% discount from the then prevailing market price for the Companys common shares.

A takeover bid made by way of "Permitted Bid" under the rights plan will not trigger the separation and exercise of the rights. A Permitted Bid is a bid made to all holders of common shares for all shares which are outstanding, and must be made by way of takeover bid circular. If at the end of 60 days after a takeover bid made by way of a Permitted Bid is announced at least 50% of the outstanding common shares (excluding the bidder's) have been tendered to the bid, the bidder may take up and pay for the shares, and must also extend the bid for an additional 10 days to allow other shareholders to tender their shares.

Unless they are redeemed earlier, the rights will expire ten years from March 5, 2008.

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Securities legislation in the Companys home jurisdiction of British Columbia requires that shareholder ownership must be disclosed once a person owns beneficially or has control or direction over greater than 10% of the issued shares of the Company. This threshold is higher than the 5% threshold under U.S. securities legislation at which shareholders must report their share ownership.

|   |                   
|-- | ------------------
|C. | Material Contracts

The Company has not entered into any contracts other than the ordinary course of business during the past two years.

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|-- | -----------------
|D. | Exchange Controls

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of the Companys common shares. Any remittances of dividends to United States residents are, however, subject to a 15% withholding tax (5% if the shareholder is a corporation owning at least 10% of the outstanding common shares of the Company) pursuant to Article X of the reciprocal tax treaty between Canada and the United States. See Item 10  Additional Information  E. Taxation below.

Except as provided in the Investment Canada Act (the Act), which has provisions which govern the acquisition of a control block of voting shares by non-Canadians of a corporation carrying on a Canadian business, there are no limitations specific to the rights of non-Canadians to hold or vote the common shares of the Company under the laws of Canada or the Province of British Columbia or in the charter documents of the Company.

Management of the Company considers that the following general summary fairly describes those provisions of the Act pertinent to an investment in the Company by a person who is not a Canadian resident (a non-Canadian).

The Act requires a non-Canadian making an investment which would result in the acquisition of control of the Canadian business to notify the Investment Review Division of Industry Canada, the federal agency created by the Act; or in the case of an acquisition of a Canadian business, the gross value of the assets of which exceeds certain threshold levels or the business activity of which is related to Canadas cultural heritage of national identity, to file an application for review with the Investment Review Division.

The notification procedure involves a brief statement of information about the investment on a prescribed form that is required to be filed with Investment Canada by the investor at any time up to 30 days following implementation of the investment. Once the completed notice has been filed, a receipt bearing the certificate date will be issued to the non-Canadian investor. The receipt must advise the investor either that the investment proposal is unconditionally non-reviewable or that the proposal will not be reviewed as long as notice of review is not issued within 21 days of the date certified under the receipt. It is intended that investments requiring only notification will proceed without government intervention unless the investment is in a specific type of business activity related to Canadas cultural heritage and national identity.

If an investment is reviewable under the Act, an order for review must be issued within 21 days after the certified date on which notice of investment was received. An application for review in the form prescribed is required to be filed with Investment Canada prior to the investment taking place. Once the application has been filed, a receipt will be issued to the applicant, certifying the date on which the application was received. For incomplete applications, a deficiency notice will be sent to the applicant, and if not done within 15 days of receipt of application, the application will be deemed to be complete as of the date it was received. Within 45 days after the complete application has been received, the Minister responsible for the Investment Canada Act must notify the potential investor that the Minister is satisfied that the investment is likely to be of net benefit to Canada. If within such 45-day period the Minister is unable to complete the review, the Minister has an additional 30 days to complete the review, unless the applicant agrees to a longer period. Within such additional period, the Minister must advise either that he is satisfied or not satisfied that the investment is likely to be of net benefit to Canada. If the time limits have elapsed, the Minister will be deemed to be satisfied that the investment is likely to be of net benefit to Canada. The investment may not be implemented until the review has been completed and the Minister is satisfied that the investment is likely to be of net benefit to Canada.

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If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian must not implement the investment or, if the investment has been implemented, could be penalised by being required to divest himself of control of the business that is the subject of the investment. To date, the only types of business activities which have been prescribed by regulation as related to Canadas cultural heritage or national identity deal largely with publication, film and music industries. Because the Companys total assets are less than the $5 million notification threshold, and because the Companys business activities would likely not be deemed related to Canadas cultural heritage or national identity, acquisition of a controlling interest in the Company by a non-Canadian investor would not be subject to even the notification requirements under the Investment Canada Act.

The following investments by non-Canadians are subject to notification under the Act:

|1. | an investment to establish a new Canadian business; and                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | an investment to acquire control of a Canadian business that is not reviewable pursuant to the Act.                                                                                                                                                                                                                          
|   | The following investments by a non-Canadian are subject to review under the Act:                                                                                                                                                                                                                                             
|1. | direct acquisition of control of Canadian businesses with assets of $5 million or more, unless the acquisition is being made by a World Trade Organization (WTO) member country investor (the United States being a member of the WTO);                                                                                    
|2. | direct acquisition of control of Canadian businesses with assets of $172,000,000 or more by a WTO investor;                                                                                                                                                                                                                  
|3. | indirect acquisition of control of Canadian business with assets of $5 million or more if such assets represent more than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by a WTO investor, in which case there is no review;            
|4. | indirect acquisition of control of Canadian businesses with assets of $50 million or more even if such assets represent less than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by a WTO investor, in which case there is no review; and
|5. | an investment subject to notification that would not otherwise be reviewable if the Canadian business engages in the activity of publication, distribution or sale of books, magazines, periodicals, newspapers, film or video recordings, audio or video music recordings, or music in print or machine-readable form.      

Generally speaking, an acquisition is direct if it involves the acquisition of control of the Canadian business or of its Canadian parent or grandparent and an acquisition is indirect if it involves the acquisition of control of a non-Canadian parent or grandparent of an entity carrying on the Canadian business. Control may be acquired through the acquisition of actual voting control by the acquisition of voting shares of a Canadian corporation or through the acquisition of substantially all of the assets of the Canadian business. No change of voting control will be deemed to have occurred if less than one-third of the voting control of a Canadian corporation is acquired by an investor.

A WTO investor, as defined in the Act, includes an individual who is a national of a member country of the World Trade Organization or who has the right of permanent residence in relation to that WTO member, a government or government agency of a WTO investor-controlled corporation, limited partnership, trust or joint venture and a corporation, limited partnership, trust or joint venture that is neither WTO-investor controlled or Canadian controlled of which two-thirds of its board of directors, general partners or trustees, as the case may be, or any combination of Canadians and WTO investors.

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The higher thresholds for WTO investors do not apply if the Canadian business engages in activities in certain sectors such as uranium, financial services, transportation services or communications.

The Act specifically exempts certain transactions from either notification or review. Included among this category of transactions is the acquisition of voting shares or other voting interests by any person in the ordinary course of that persons business as a trader or dealer in securities.

|   |         
|-- | --------
|E. | Taxation

Material Canadian Federal Income Tax Consequences

Through consultation with counsel, management of the Company believes that the following general summary accurately describes all material Canadian federal income tax consequences applicable to a holder of common shares of the Company who is a resident of the United States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his common shares of the Company in connection with carrying on a business in Canada (a non-resident holder).

This summary is based upon the current provisions of the Income Tax Act (Canada) (the ITA), the regulations thereunder (the Regulations), the current publicly announced administrative and assessing policies of Revenue Canada, Taxation, and all specific proposals (the Tax Proposals) to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof. This summary assumes that the Tax Proposals will be enacted in their form as of the date of this Annual Report. This description, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, government or judicial action, nor does it take into account provincial, territorial, or foreign tax considerations which may differ significantly from those discussed herein.

Dividends

Dividends paid on the common shares of the Company to a non-resident holder will be subject to withholding tax. The Canada-U.S. Income Tax Convention (1980) (the Treaty) provides that the normal 25% withholding tax rate under the ITA is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to beneficial owners of the dividends who are residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation that is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend.

Capital Gains

Under the ITA, a taxpayers capital gain or capital loss from a disposition of a share of the Company is the amount, if any, by which his proceeds of disposition exceed (or are exceeded by) the aggregate of his adjusted cost base of the share and reasonable expenses of disposition. One half of a capital gain (the taxable capital gain) is included in income, and one half of a capital loss in a year (the allowable capital loss) is deductible from taxable capital gains realised in the same year. The amount by which a shareholders allowable capital loss exceeds his taxable capital gains in a year may be deducted from a taxable capital gain realised by the shareholder in the three previous or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.

A non-resident holder is not subject to tax under the ITA in respect of a capital gain realised upon the disposition of a share of a public corporation unless the share represents taxable Canadian property to the holder thereof. The Company is a public corporation for purposes of the ITA and a common share of the Company will be taxable Canadian property to a non-resident holder if, at any time during the period of five years immediately following the disposition, the non-resident holder, persons with whom the non-resident holder did not deal at arms length, or the non-resident holder and persons with whom he did not deal at arms length together owned not less than 25% of the issued shares of any class of shares of the Company.

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Where a non-resident holder who is an individual ceased to be resident in Canada, and at the time he ceased to be a Canadian resident elected to have his Company shares treated as taxable Canadian property, he will be subject to Canadian tax on any capital gain realised on disposition of the Companys shares, subject to the relieving provisions of the Treaty described below. Shares of the Company may also be taxable Canadian property to a holder if the holder acquired them pursuant to certain tax-deferred rollover transactions whereby the holder exchanged property that was taxable Canadian property for shares of the Company.

Where the non-resident holder realised a capital gain on a disposition of the Company shares that constitute taxable Canadian property, the Treaty relieves the non-resident shareholder from liability for Canadian tax on such capital gains unless:

|(a) | the value of the shares is derived principally from real property in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production from natural resources, which is the case for the Company,                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | the non-resident holder is an individual who was resident in Canada for not less than 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by him when he ceased to be resident in Canada or are property substituted for property that was owned at that time, or
|(c) | the shares formed part of the business property of a permanent establishment or pertained to a fixed base used for the purpose of performing independent personal services that the shareholder has or had in Canada within the 12 months preceding the disposition.                                                                                                            

Material United States Federal Income Tax Consequences

The following summary is a general discussion of the material United States Federal income tax considerations to U.S. holders of shares of the Company under current law. This discussion assumes that U.S. holders hold their shares of the Companys common stock as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the Code). It does not discuss all the tax consequences that may be relevant to particular holders in light of their circumstances or to holders subject to special rules, such as tax-exempt organisations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of shares of the Company is not effectively connected with the conduct of a trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation, shareholders who hold their stock as ordinary assets and not capital assets and any other non-U.S. holders. In addition, U.S. holders may be subject to state, local or foreign tax consequences. No opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is being made by the Company herein. Holders and prospective holders should therefore consult with their own tax advisors with respect to their particular circumstances. This discussion covers all material tax consequences.

The following discussion is based upon the sections of 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. This decision does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. Accordingly, holders and prospective holders of shares of the Company should consult their own tax advisors about the Federal, state, local, estate, and foreign tax consequences of purchasing, owning and disposing of shares of the Company.

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U.S. Holders

As used herein, a U.S. Holder includes a holder of shares of the Company who is a citizen or resident of the United States, a corporation created or organised in or under the laws of the United States or of any political subdivision thereof, any entity that is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of shares of the Company is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax exempt organisations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of shares of the Company is not effectively connected with conduct of trade or business in the United States, shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation and shareholders who hold their stock as ordinary assets and not as capital assets.

Distributions on Common Shares of the Company

U.S. Holders receiving dividend distribution (including constructive dividends) with respect to shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distribution to the extent that the Company has current or accumulated earnings and profits as defined under U.S. Federal tax law, 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 itemise 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 shares and thereafter as gain from the sale or exchange of the shares. Preferential tax rates for long-term net 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 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 that 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 (unless the Company qualifies as a foreign personal holding company or a passive foreign investment company, as defined below) 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 that are beyond the scope of this discussion.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally, any gain or loss recognised upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, for tax years after 1997, an individual whose realised foreign exchange gain does not exceed U.S. $200 will not recognise that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense other than travel expenses in connection with a business trip (or as an expense for the production of income).

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distribution) Canadian income tax with respect to the ownership of 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 the year. There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holders United States Federal income tax liability that the U.S. Holders foreign source income bears to this 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 shares of the Company should consult their own tax advisors regarding their individual circumstances.

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Information Reporting and Backup Withholding

U.S information reporting requirements may apply with respect to the payment of dividends to U.S. Holders of the Companys common shares. Under Treasury regulations currently in effect, non-corporate holders may be subject to backup withholding at a 31% rate with respect to dividends when such holder (1) fails to finish or certify a correct taxpayer identification number to the payor in the required manner, (2) is notified by the IRS that it has failed to report payments of interest or dividends properly or (3) fails, under certain circumstances, to certify that it has been notified by the IRS that it is subject to backup withholding for failure to report interest and dividend payments. Any amounts withheld under the backup withholding rules from a payment to a U.S. Holder generally will be allowed as a credit against the U.S. Holders U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS. Certain U.S. Holders, including corporations, are not subject to backup withholding.

Disposition of Common Shares of the Company

A U.S. Holder will recognise a gain or loss upon the sale of shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the shares of the Company. This gain or loss will be a capital gain or loss if the shares are a capital asset in the hands of the U.S. Holder, and 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 loss are subject to significant limitations. Corporate capital losses (other than losses of corporations electing under Subchapter S of the Code) are deductible to the extent of capital gains. Non-corporate taxpayers may deduct net capital losses, whether short-term or long-germ, up to U.S. $3,000 a year (U.S. $1,500 in the case of a married individual filing separately). For U.S. Holders which are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Currency Exchange Gains or Losses

U.S. holders generally are required to calculate their taxable incomes in United States dollars. Accordingly, a U.S. holder who purchases common shares of the Company with Canadian dollars will be required to determine the tax basis of such shares in United States dollars based on the exchange rate prevailing on the settlement date of the purchase (and may be required to recognise the unrealised gain or loss, if any, in the Canadian currency surrendered in the purchase transaction). Similarly, a U.S. holder receiving dividends or sales proceeds from common shares of the Company in Canadian dollars will be required to compute the dividend income or the amount realised on the sale, as the case may be, in United States dollars based on the exchange rate prevailing at the time of receipt in the case of dividends and on the settlement date in the case of sales on an established securities exchange. Gain or loss, if any, recognised on a disposition of Canadian currency in connection with the described transactions generally will be treated as ordinary gain or loss.

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Other Considerations

In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company (the Company does not believe that it will qualify in the next year, or has qualified within the past three fiscal years, as a foreign personal holding company, foreign investment company, passive foreign investment company or controlled foreign corporation as discussed below):

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Companys outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens of the United States and 60% or more of the Companys gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Company would be treated as a foreign personal holding company. In that event, U.S. Holders that hold common shares of the Company (on the earlier of the last day of the Companys tax year or the last date in which the Company was a foreign personal holding company) would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Companys outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a foreign investment company as defined in Section 1246 of the Code, causing all or part of any gain realised by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.

Passive Foreign Investment Company

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (PFIC), as defined in Section 1297 of the Code, depending upon the percentage of the Companys income which is passive, or the percentage of the Companys assets which are producing passive income (generally 75% or more of its gross income in a taxable year is passive income, or the average percentage of the Companys assets (by value) during the taxable year which produce passive income or which are held for production of same is at least 50%). Passive income is generally defined to include gross income in the nature of dividends, interest, royalties, rents and annuities; excess of gains over losses from certain transactions in any commodities not arising inter aliafrom a PFIC whose business is actively involved in such commodities; certain foreign currency gains; and other similar types of income. U.S. Holders owning shares of a PFIC are subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned, in addition to treatment of gain realised on the disposition of common shares of the PFIC as ordinary income rather than capital gain. However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund (QEF) with respect to such shareholders interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFICs ordinary earnings and net capital gain regardless of whether such income or gain was actually distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions. Special rules apply to U.S. Holders who own their interests in a PFIC through intermediate entities or person.

Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold, actually or constructively, marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market (a mark-to-market election). If such an election is made, such U.S. Holder will not be subject to the special taxation rules of PFIC described above for the taxable year for which the mark-to-market election is made. A U.S. Holder who makes such an election will include in income for the taxable year an amount equal to the excess, if any, of the fair market value of the shares of the Company as of the close of such tax year over such U.S. Holders adjusted basis in such shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holders adjusted tax basis in the shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the mark-to-market gains for the shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior year but for Section 1291 interest on tax deferral rules discussed above with respect to a U.S. Holder, who has not made a timely QEF election during the year in which he holds (or is deemed to have held) shares in the Company and the Company is a PFIC (Non-Electing U.S. Holder), over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holders adjusted tax basis in the shares of the Company will be increased or decreased to reflect the amount included or deducted as a result of mark-to-market election. A mark-to-market election will apply to the tax year for which the election is made and to all later tax years, unless the PFIC stock ceases to be marketable or the IRS consents to the revocation of the election.

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49

The IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by a Non-Electing U.S. Holder that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganisations, and transfers at death. Generally, in such cases, the basis of the Companys shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain recognised. A U.S. Holder who has made a timely QEF election (as discussed below) will not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganisation, and transfers at death. The transferees basis in this case will depend on the manner of transfer. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the shares of the Company are transferred. Each U.S. Holder should consult a tax advisor with respect to how the PFIC rules affect their tax situation.

The PFIC and QEF election rules are complex. U.S. Holders should consult a tax advisor regarding the availability and procedure for making the QEF election as well as the applicable method for recognizing gains or earnings and profits under the foregoing rules.

Controlled Foreign Corporation

If more than 50% of the voting power of all classes of stock or total value of the stock of the Company is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom owns 10% or more of the total combined voting power of all classes of stock of the Company (United States shareholder), the Company could be treated as a controlled foreign corporation under Subpart F of the Code. This classification would effect many complex results including the required inclusion by such United States shareholders in income of their pro rata shares of Subpart F income (as specifically defined by the Code) of the Company. Subpart F requires current inclusions in the income of United States shareholders to the extent of a controlled foreign corporations accumulated earnings invested in excess passive assets (as defined by the Code). In addition, under Section 1248 of the Code, gain from sale or exchange of stock by a holder of common shares of the Company who is or was a United States shareholder at any time during the five year period ending with the sale or exchange is treated as ordinary dividend income to the extent of earnings and profits of the Company attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because it is not clear that Subpart F would apply to the holders of common shares of the Company, a more detailed review of these rules is outside the scope of this discussion.

If the Company is both a PFIC and controlled foreign corporation, the Company will generally not be treated as a PFIC with respect to United States shareholders of the controlled foreign corporation. This rule generally will be effective for taxable years of the Company ending with or within such taxable years of United States shareholders.

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50

The foregoing summary is based upon the sections of the Internal Revenue Code of 1986, as amended (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. This discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. Accordingly, holders and prospective holders of shares of the Company should consult their own tax advisors about the Federal, state, local, estate, and foreign tax consequences of purchasing, owning and disposing of shares of the Company.

|   |                            
|-- | ---------------------------
|F. | Dividends and Paying Agents

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

|   |                      
|-- | ---------------------
|G. | Statements by Experts

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

|   |                     
|-- | --------------------
|H. | Documents on Display

Any documents referred to in this Annual Report may be inspected at the head office of the Company, Suite 2000, 1055 West Hastings Street, Vancouver, British Columbia, V6E 2E9, during normal business hours.

|   |                       
|-- | ----------------------
|I. | Subsidiary Information

There is no information relating to the Companys subsidiaries which must be provided in Canada and which is not otherwise called for by the body of generally accepted accounting principles used in preparing the financial statements.

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

The Company is a small business issuer as defined in Form 20-F and is not required to provide this disclosure.

PART II

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

This Form 20F is being filed as an annual report under the Exchange Act and, as such, there is no requirement to provide any information under this item.

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

There has not been a material default in the payment of principal, interest, a sinking or purchase fund instalment, or any other material default not cured within thirty days, relating to indebtedness of the Company or any of its significant subsidiaries. There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company.

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

Effective March 5, 2008 the Board of Directors of the Company adopted a shareholder rights plan and authorized the issuance of one right in respect of each common share of the Company then outstanding and each common share issued subsequent to March 5, 2008. The rights remain attached to and trade with the common shares and are evidenced by a legend endorsed on the share certificates. The rights are not exercisable until the occurrence of certain designated events. Upon the acquisition by a person or group of beneficial ownership of 20% or more of the common shares of the Company (other than through a Permitted Bid (as defined in the shareholder rights plan) or through a transaction which has been approved by the Board of Directors), the rights will separate from the common shares, share rights certificates will be issued, the rights will be transferable separately from the common shares, and will be exercisable, entitling the holders to acquire common shares of the Company at an effective 50% discount from the then prevailing market price for the Companys common shares.

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51

A takeover bid made by way of "Permitted Bid" under the rights plan will not trigger the separation and exercise of the rights. A Permitted Bid is a bid made to all holders of common shares for all shares that are outstanding, and must be made by way of takeover bid circular. If at the end of 60 days after a takeover bid made by way of a Permitted Bid is announced at least 50% of the outstanding common shares (excluding the bidder's) have been tendered to the bid, the bidder may take up and pay for the shares, and must also extend the bid for an additional 10 days to allow other shareholders to tender their shares.

The rights plan was approved by the shareholders of the Company at the annual general meeting of the Company held on April 9, 2008. Unless they are redeemed earlier, the rights will expire ten years from March 5, 2008.

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

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is collected and communicated to management, as appropriate, to allow timely decisions regarding required disclosure.

At the end of the period covered by this report, the fiscal year ended October 31, 2009, an evaluation was carried out under the supervision of, and with the participation of, the Companys management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operations of the Companys disclosure controls and procedures as defined in Rule 13a  15(e) and Rule 15d 15(e) under the Securities and Exchange Act of 1934 (the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this report, the Companys disclosure controls and procedures are adequately designed and effective in ensuring that the information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission rules and forms.

Managements Report on Internal Control over Financial Reporting (ICFR)

Management is responsible to the Board of Directors for the preparation of financial statements of the Company. These financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP), including note disclosure of the reconciliation to US GAAP, and necessarily include some amounts based on estimates and judgments.

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Companys management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Companys internal control over financial reporting described below. The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principals.

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52

Management conducted an evaluation of the design and operation of the Companys internal control over financial reporting as of October 31, 2009, based on the criteria set forth in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on this assessment, the CEO and CFO have determined that the Companys internal control over financial reporting is effective as at October 31, 2009, at a reasonable assurance level, to ensure that material information regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. In connection with this assessment, no material weaknesses in the Companys internal control over financial reporting were identified by management.

Our report herein was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.

There were no changes in our ICFR during the period covered by this annual report that has materially affected, or is reasonably likely materially affect, our ICFR.

|         |           
|-------- | ----------
|ITEM 16. | [RESERVED]

|          |                                 
|--------- | --------------------------------
|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT

The Company has determined that Robert Sibthorpe qualifies as an audit committee financial expert as defined by the rules of the SEC. Mr. Sibthorpe holds a B.Sc. in geology and an M.B.A. from the University of Toronto. He has worked as a mining analyst and director of Yorkton Securities Inc. from 1986 to 1996. He was an independent mining consultant from 1996 to 1999 when he joined Canaccord Capital Corporation as a mining analyst from 1999 to 2001. Since 2001 he has worked as an independent mining consultant.

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

The Company has adopted a Code of Ethics applicable to its directors, principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions. A copy of the Companys Code of Ethics is available at the Companys website at www.madisonminerals.com.

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

The aggregate fees billed in the fiscal year ended October 31, 2009 by Davidson & Company, the Companys principal accountants are:

|                   |   |             |  |                        |  
|------------------ | - | ----------- |  | ---------------------- | -
|Type of Fees       |   | Amount Paid |  | Percentage of Services |  
|Audit fees         | $ | 45,000      |  | 87                     | %
|Audit-related fees |   | -           |  | -                      |  
|Tax fees           | $ | 6,700       |  | 13                     | %
|All other fees     |   | -           |  | -                      |  
|Total fees         | $ | 51,700      |  | 100                    | %

These amounts related to work done for the fiscal year ended October 31, 2008.

The aggregate fees billed in the fiscal year ended October 31, 2008 by Davidson & Company, the Companys principal accountants are:

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53

|                   |   |             |  |                        |  
|------------------ | - | ----------- |  | ---------------------- | -
|Type of Fees       |   | Amount Paid |  | Percentage of Services |  
|Audit fees         | $ | 38,000      |  | 89                     | %
|Audit-related fees |   | -           |  | -                      |  
|Tax fees           | $ | 4,500       |  | 11                     | %
|All other fees     |   | -           |  | -                      |  
|Total fees         | $ | 42,500      |  | 100                    | %

These amounts related to work done for the fiscal year ended October 31, 2007.

The Company has made an accrual of $50,000 for combined audit fees and tax fees for the fiscal year ended October 31, 2009. No billings have to date been received in respect of this fiscal year.

For the purposes of this Item 16C, the following terms have the following meanings:

|                   |   |                                                                                                                                                                                                                                    
|------------------ | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Audit fees         | - | Fees billed for the audit of the Companys annual financial statements and for services normally provided by the accountant in connection with statutory and regulatory filings in each fiscal year reported on.                   
|Audit-related fees | - | Fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Companys financial statements in each fiscal year reported on and that are not reported as audit fees.
|Tax fees           | - | Fees billed for tax compliance, tax advice, and tax planning services in each fiscal year reported on.                                                                                                                             
|All other fees     | - | Fees billed for products and services provided by the principal accountant other than services reported under the three categories above in each fiscal year reported on.                                                          

As required by Rule 2-01(c)(7)(i) of Regulation S-X, before the accountant was engaged by the Company to render audit or non-audit services, the Companys audit committee approved the engagement.

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

The information referred to in this Item is not required for the fiscal year ended October 31, 2009, which is the period covered by this Annual Report on Form 20F.

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

The information referred to in this Item is not required for the fiscal year ended October 31, 2009, which is the period covered by this Annual Report on Form 20F.

PART III

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

See the Financial Statements and Exhibits listed in Item 19 hereof and filed as part of this Annual Report.

These financial statements were prepared in accordance with Canadian GAAP and are expressed in Canadian dollars. Such financial statements have been reconciled to U.S. GAAP (see Note 17 therein). For a history of exchange rates in effect for U.S. dollars as against Canadian dollars, see page 11 of this Annual Report.

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

Not applicable

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54

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

|    |                     
|--- | --------------------
|(a) | Financial Statements

|                                                                                                                                                |         
|----------------------------------------------------------------------------------------------------------------------------------------------- | --------
|Descriptionof Document                                                                                                                          | Page No.
|                                                                                                                                                |         
|Cover Sheet                                                                                                                                     | F-1     
|                                                                                                                                                |         
|Auditors Report dated February 18, 2010                                                                                                        | F-2     
|                                                                                                                                                |         
|Consolidated Balance Sheets as at October 31, 2009 and 2008                                                                                     | F-3     
|                                                                                                                                                |         
|Consolidated Statements of Operations for the Fiscal Years Ended  October 31, 2009, 2008 and 2007                                               | F-4     
|                                                                                                                                                |         
|Consolidated Statements of Deficit and Accumulated Other Comprehensive Income (Loss) for the Fiscal Years Ended October 31, 2009, 2008 and 2007 | F-5     
|                                                                                                                                                |         
|Consolidated Statements of Cash Flows for the Fiscal Years Ended October 31, 2009, 2008 and 2007                                                | F-6     
|                                                                                                                                                |         
|Notes to the Consolidated Financial Statements                                                                                                  | F-7     

|    |         
|--- | --------
|(b) | Exhibits

|               |                                                                                                                                                                                                                                                           |         
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|Exhibit Number | Description of Document                                                                                                                                                                                                                                   | Page No.
|               |                                                                                                                                                                                                                                                           |         
|*1.A.          | Certificate of British Columbia Registrar of Companies as to the incorporation of Collingwood Energy Inc. dated August 20, 1979                                                                                                                           |         
|*1.B.          | Certificate of British Columbia Registrar of Companies as to the change of name to Collins Resources Ltd., dated July 17, 1984                                                                                                                            |         
|*1.C.          | Certificate of British Columbia Registrar of Companies at to the change of name to Madison Enterprises Corp., dated June 25, 1992                                                                                                                         |         
|*1.D.          | Articles of the Company                                                                                                                                                                                                                                   |         
|*2.A.          | Shareholder Rights Plan Agreement dated March 5, 1998 between the Company and Pacific Corporate Trust Company                                                                                                                                             |         
|*3.A.          | Voting trust agreement dated September 30, 1999 between the Company and Carpenter Pacific Resources NL                                                                                                                                                    |         
|*3.B.          | Voting trust agreement dated February 21, 2000 between the Company and Jipangu Inc.                                                                                                                                                                       |         
|*4.A.          | Option Agreement dated August 10, 1993, as amended, between Adrian Resources, S.A., the Company and Madison Enterprises (Latin America), S.A.                                                                                                             |         
|*4.B.          | Agreement dated June 26, 1996 between Nell Dragovan (subsequently assigned to the Company), Carpenter Pacific Resources NL and Matu Mining Pty. Limited                                                                                                   |         
|*4.C.          | Independent State of Papua New Guinea Extension of Exploration Licence 1093                                                                                                                                                                               |         
|*4.D.          | Volumes 1 and 2 of the Mt. Kare Settlement Agreement between Ramsgate Resources NL, Oakland Pty Limited, Matu Mining Pty. Limited and Carpenter Pacific Resources NL                                                                                      |         
|*4.E.          | Joint Venture Agreement dated March 10, 1998 among the Company, Madison Enterprises (PNG) Pty Limited, Matu Mining Pty Ltd., Ramsgate Resources NL, Carpenter Pacific Resources NL, Oakland Pty Limited and Kare-Puga Development Corporation Pty Limited |         

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55

|               |                                                                                                                                                                                                                                    |         
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|Exhibit Number | Description of Document                                                                                                                                                                                                            | Page No.
|               |                                                                                                                                                                                                                                    |         
|*4.F.          | Letter agreement dated January 18, 1999 between Adrian Resources, S.A. and the Company                                                                                                                                             |         
|*4.G.          | Sale Agreement dated September 30, 1999 between the Company, Madison Enterprises (PNG) Ltd. and Carpenter Pacific Resources NL                                                                                                     |         
|*4.H.          | Exploration and Option to Purchase Agreement dated June 1, 2002 between the Company, F.W. Lewis, Inc. and Great American Minerals Exploration LLC                                                                                  |         
|*4.I.          | Joint Venture Letter Agreement dated May 23, 2002 between the Company and Great American Minerals Exploration LLC                                                                                                                  |         
|*4.J           | Option Agreement dated October 17, 2005 between the Company, Madison Enterprises (BVI) Inc., Madison Enterprises (PNG) Limited and Longview Capital Partners Limited                                                               |         
|*4.K           | Supplementary Agreement dated October 17, 2005 between the Company, Madison Enterprises (BVI) Inc., Madison Enterprises (PNG) Limited and Longview Capital Partners Limited                                                        |         
|*4.L           | Joint Venture Agreement dated March 29, 2006 between the Company and Great American Minerals, Inc.                                                                                                                                 |         
|*4.M           | Amending Agreement dated June 22, 2006 between the Company, Madison Enterprises (BVI) Inc., Madison Enterprises (PNG) Limited and Longview Capital Partners Limited                                                                |         
|*4.N           | Amended and Restated Option Agreement dated June 25, 2007 between the Company, Longview Capital Partners Limited, Buffalo Gold Ltd., Buffalo Gold (PNG) Ltd., Madison Enterprises (BVI) Inc. and Madison Enterprises (PNG) Limited |         
|*4.O           | Shareholder Rights Plan Agreement dated March 5, 2008, between Madison Minerals Inc. and Pacific Corporate Trust Company (now Computershare Investor Services Inc.)                                                                | E-475   
|*4.P           | Madison Minerals Inc. Stock Option Plan dated April 9, 2008                                                                                                                                                                        | E-526   
|*4.Q           | Madison Minerals Inc. Share Compensation Plan dated April 9, 2008                                                                                                                                                                  | E-534   
|12.1           | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)                                                                                                                                              | E-12.1  
|12.2           | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)                                                                                                                                              | E-12.2  
|13.1           | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)                                                                                                                                              | E-13.1  
|13.2           | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)                                                                                                                                              | E-13.2  
|               |                                                                                                                                                                                                                                    |         
|*              | These exhibits were previously filed with the Companys Registration Statement or a previous Annual Report on Form 20-F (file no. 0-29250).                                                                                        |         

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56

SIGNATURES

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

Dated at Vancouver, British Columbia, this 18thday of February, 2010

MADISON MINERALS INC.

Chet Idziszek

Per: (signed) Chet Idziszek 
Title: President

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57

EXHIBIT INDEX

|               |                                                                                                                                                                                                                                                           |         
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|Exhibit Number | Description of Document                                                                                                                                                                                                                                   | Page No.
|               |                                                                                                                                                                                                                                                           |         
|*1.A.          | Certificate of British Columbia Registrar of Companies as to the incorporation of Collingwood Energy Inc. dated August 20, 1979                                                                                                                           |         
|*1.B.          | Certificate of British Columbia Registrar of Companies as to the change of name to Collins Resources Ltd., dated July 17, 1984                                                                                                                            |         
|*1.C.          | Certificate of British Columbia Registrar of Companies at to the change of name to Madison Enterprises Corp., dated June 25, 1992                                                                                                                         |         
|*1.D.          | Articles of the Company                                                                                                                                                                                                                                   |         
|*2.A.          | Shareholder Rights Plan Agreement dated March 5, 1998 between the Company and Pacific Corporate Trust Company                                                                                                                                             |         
|*3.A.          | Voting trust agreement dated September 30, 1999 between the Company and Carpenter Pacific Resources NL                                                                                                                                                    |         
|*3.B.          | Voting trust agreement dated February 21, 2000 between the Company and Jipangu Inc.                                                                                                                                                                       |         
|*4.A.          | Option Agreement dated August 10, 1993, as amended, between Adrian Resources, S.A., the Company and Madison Enterprises (Latin America), S.A.                                                                                                             |         
|*4.B.          | Agreement dated June 26, 1996 between Nell Dragovan (subsequently assigned to the Company), Carpenter Pacific Resources NL and Matu Mining Pty. Limited                                                                                                   |         
|*4.C.          | Independent State of Papua New Guinea Extension of Exploration Licence 1093                                                                                                                                                                               |         
|*4.D.          | Volumes 1 and 2 of the Mt. Kare Settlement Agreement between Ramsgate Resources NL, Oakland Pty Limited, Matu Mining Pty. Limited and Carpenter Pacific Resources NL                                                                                      |         
|*4.E.          | Joint Venture Agreement dated March 10, 1998 among the Company, Madison Enterprises (PNG) Pty Limited, Matu Mining Pty Ltd., Ramsgate Resources NL, Carpenter Pacific Resources NL, Oakland Pty Limited and Kare-Puga Development Corporation Pty Limited |         
|*4.F.          | Letter agreement dated January 18, 1999 between Adrian Resources, S.A. and the Company                                                                                                                                                                    |         
|*4.G.          | Sale Agreement dated September 30, 1999 between the Company, Madison Enterprises (PNG) Ltd. and Carpenter Pacific Resources NL                                                                                                                            |         
|*4.H.          | Exploration and Option to Purchase Agreement dated June 1, 2002 between the Company, F.W. Lewis, Inc. and Great American Minerals Exploration LLC                                                                                                         |         
|*4.I.          | Joint Venture Letter Agreement dated May 23, 2002 between the Company and Great American Minerals Exploration LLC                                                                                                                                         |         
|*4.J           | Option Agreement dated October 17, 2005 between the Company, Madison Enterprises (BVI) Inc., Madison Enterprises (PNG) Limited and Longview Capital Partners Limited                                                                                      |         
|*4.K           | Supplementary Agreement dated October 17, 2005 between the Company, Madison Enterprises (BVI) Inc., Madison Enterprises (PNG) Limited and Longview Capital Partners Limited                                                                               |         

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58

|               |                                                                                                                                                                                                                                    |         
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|Exhibit Number | Description of Document                                                                                                                                                                                                            | Page No.
|               |                                                                                                                                                                                                                                    |         
|*4.L           | Joint Venture Agreement dated March 29, 2006 between the Company and Great American Minerals, Inc.                                                                                                                                 |         
|*4.M           | Amending Agreement dated June 22, 2006 between the Company, Madison Enterprises (BVI) Inc., Madison Enterprises (PNG) Limited and Longview Capital Partners Limited                                                                |         
|*4.N           | Amended and Restated Option Agreement dated June 25, 2007 between the Company, Longview Capital Partners Limited, Buffalo Gold Ltd., Buffalo Gold (PNG) Ltd., Madison Enterprises (BVI) Inc. and Madison Enterprises (PNG) Limited |         
|*4.O           | Shareholder Rights Plan Agreement dated March 5, 2008, between Madison Minerals Inc. and Pacific Corporate Trust Company (now Computershare Investor Services Inc.)                                                                | E-475   
|*4.P           | Madison Minerals Inc. Stock Option Plan dated April 9, 2008                                                                                                                                                                        | E-526   
|*4.Q           | Madison Minerals Inc. Share Compensation Plan dated April 9, 2008                                                                                                                                                                  | E-534   
|12.1           | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)                                                                                                                                              | E-12.1  
|12.2           | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)                                                                                                                                              | E-12.2  
|13.1           | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)                                                                                                                                              | E-13.1  
|13.2           | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b)                                                                                                                                              | E-13.2  
|               |                                                                                                                                                                                                                                    |         
|*              | These exhibits were previously filed with the Companys Registration Statement or a previous Annual Report on Form 20-F (file no. 0-29250).                                                                                        |         

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Madison Minerals Inc. Consolidated Financial Statements October 31, 2009


F-1

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DAVIDSON&COMPANY LLP
     
     Chartered Accountants
     A Partnership of Incorporated Professionals
  INDEPENDENT AUDITORS REPORT To the Shareholders of Madison Minerals Inc. We have audited the consolidated balance sheets of Madison Minerals Inc. as at October 31, 2009 and 2008 and the consolidated statements of operations, deficit and accumulated other comprehensive income (loss) and cash flows for the years ended October 31, 2009, 2008 and 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2009 and 2008 and the results of its operations and cash flows for the years ended October 31, 2009, 2008 and 2007 in accordance with Canadian generally accepted accounting principles. "DAVIDSON & COMPANY LLP" Vancouver, Canada
     Chartered Accountants
  February 18, 2010 COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA U.S. REPORTING DIFFERENCE In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the consolidated financial statements. Our report to the shareholders dated February 18, 2010 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the financial statements. "DAVIDSON & COMPANY LLP" Vancouver, Canada
     Chartered Accountants
  February 18, 2010
     F-2
  1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6 
Telephone (604) 687-0947 Fax (604) 687-6172


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MADISON MINERALS INC.CONSOLIDATED BALANCE SHEETS(Expressed in Canadian dollars)AS AT OCTOBER 31
  2009
     
     
     
     2008ASSETSCurrentCash
     $
     536,194
     
     
     $
     582,179Marketable securities (Note 4)
     
     23,120
     
     
     
     48,221Receivable from joint venture partner (Note 5)
     
     57,800
     
     
     
     294,847Other receivables (Note 10(b))
     
     56,161
     
     
     
     107,100Prepaid expenses and deposits
     
     3,857
     
     
     
     3,857677,132
     
     
     
     1,036,204Mineral properties(Note 5)
     
     7,737,693
     
     
     
     7,622,664Fixtures and equipment(Note 6)
     
     46,695
     
     
     
     59,328$
     8,461,520
     
     
     $
     8,718,196LIABILITIES AND SHAREHOLDERS' EQUITYCurrentAccounts payable and accrued liabilities (Note 10(b))
     $
     111,895
     
     
     $
     140,182Shareholders' equityCapital Stock (Note 7)AuthorizedUnlimited common shares without par valueIssued37,406,727 (2008  35,437,076) common shares
     
     68,278,644
     
     
     
     68,001,686Contributed surplus (Note 7)
     
     3,658,614
     
     
     
     3,657,216Accumulated other comprehensive loss
     
     ( 5,780
     )
     
     
     (15,895
     )Deficit
     
     (63,581,853
     )
     
     
     (63,064,993
     )8,349,625
     
     
     
     8,578,014$
     8,461,520
     
     
     $
     8,718,196
  Nature and continuance of operations(Note 1) Commitments(Note 12) The accompanying notes are an integral part of these consolidated financial statements. F-3


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MADISON MINERALS INC.CONSOLIDATED STATEMENTS OF OPERATIONS(Expressed in Canadian dollars)YEAR ENDED OCTOBER 31
  2009
     
     
     
     2008
     
     
     
     2007EXPENSESAccounting and audit
     $
     57,670
     
     
     $
     104,500
     
     
     $
     36,102Amortization
     
     12,942
     
     
     
     23,815
     
     
     
     5,973Consulting
     
     -
     
     
     
     8,209
     
     
     
     -Filing fees
     
     14,547
     
     
     
     19,947
     
     
     
     24,577Insurance
     
     1,502
     
     
     
     12,393
     
     
     
     11,408Legal fees (Note 10(a))
     
     30,723
     
     
     
     26,737
     
     
     
     45,478Miscellaneous property expenditures
     
     34,528
     
     
     
     5,802
     
     
     
     -Office and rent
     
     40,664
     
     
     
     112,060
     
     
     
     68,683Public relations
     
     24,221
     
     
     
     70,329
     
     
     
     143,354Salaries and benefits
     
     198,384
     
     
     
     370,901
     
     
     
     349,142Shareholder information
     
     1,655
     
     
     
     1,757
     
     
     
     2,572Stock-based compensation (Note 8)
     
     -
     
     
     
     175,127
     
     
     
     54,407Transfer agent fees
     
     8,537
     
     
     
     9,790
     
     
     
     13,141Travel
     
     568
     
     
     
     17,452
     
     
     
     27,759(425,941
     )
     
     
     (958,819
     )
     
     
     (782,596
     )OTHER INCOME (EXPENSES)Write-down of mineral property (Note 5)
     
     ( 43,365
     )
     
     
     -
     
     
     
     -Write-down of marketable securities (Note 4)
     
     ( 35,216
     )
     
     
     (3,340,283
     )
     
     
     -Foreign exchange gain (loss)
     
     (27,181
     )
     
     
     140,656
     
     
     
     (128,600
     )Interest earned
     
     3,187
     
     
     
     85,751
     
     
     
     236,044Project management fees (Note 5)
     
     11,656
     
     
     
     126,789
     
     
     
     142,425Recovery of mineral property costs previously written down (Note 5)
     
     -
     
     
     
     -
     
     
     
     3,366,331( 90,919
     )
     
     
     (2,987,087
     )
     
     
     3,616,200Income (loss) for the year
     
     ( 516,860
     )
     
     
     (3,945,906
     )
     
     
     2,833,604Unrealized gain on marketable securities (Note 4)
     
     10,115
     
     
     
     -
     
     
     
     14,450Unrealized loss on marketable securities (Note 4)
     
     -
     
     
     
     (62,135
     )
     
     
     (487,749
     )Reversal of unrealized loss on marketable securities
     
     -
     
     
     
     487,749
     
     
     
     -10,115
     
     
     
     425,614
     
     
     
     (473,299
     )Comprehensive income (loss) for the year
     $
     ( 506,745
     )
     
     $
     (3,520,292
     )
     
     $
     2,360,305Basic and diluted earnings (loss) per common share
     $
     (0.01
     )
     
     $
     (0.11
     )
     
     $
     0.08Weighted average number of common shares outstanding
     
     35,453,255
     
     
     
     35,437,076
     
     
     
     35,420,314
  The accompanying notes are an integral part of these consolidated financial statements. F-4


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MADISON MINERALS INC.CONSOLIDATED STATEMENTS OF DEFICIT AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)(Expressed in Canadian dollars)YEAR ENDED OCTOBER 31
  2009
     
     
     2008
     
     
     2007STATEMENT OF DEFICITBalance, beginning of year
     $
     (63,064,993
     )
     $
     (59,119,087
     )
     $
     (61,952,691
     )Net income (loss) for year
     
     ( 516,860
     )
     
     (3,945,906
     )
     
     2,833,604Balance, end of year
     $
     (63,581,853
     )
     $
     (63,064,993
     )
     $
     (59,119,087
     )STATEMENT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)Balance, beginning of year
     $
     ( 15,895
     )
     $
     (441,509
     )
     $
     -Adjustment to opening balance on adoption of standard (Note 2)
     
     -
     
     
     -
     
     
     31,790Unrealized gain on marketable securities (Note 4)
     
     10,115
     
     
     -
     
     
     14,450Unrealized loss on marketable securities (Note 4)
     
     -
     
     
     ( 62,135
     )
     
     (487,749
     )Reclassification to statement of operations on recognition of permanent impairment (Note 4)
     
     -
     
     
     487,749
     
     
     -Balance, end of year
     $
     ( 5,780
     )
     $
     ( 15,895
     )
     $
     (441,509
     )
  The accompanying notes are an integral part of these consolidated financial statements. F-5


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MADISON MINERALS INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in Canadian dollars)YEAR ENDED OCTOBER 31
  2009
     
     
     
     2008
     
     
     
     2007CASH FLOWS FROM OPERATING ACTIVITIES$
     ( 516,860
     )
     
     $
     (3,945,906
     )
     
     $
     2,833,604Net income (loss) for the yearItems not affecting cash:Amortization
     
     12,942
     
     
     
     23,815
     
     
     
     5,973Write-down of marketable securities
     
     35,216
     
     
     
     3,340,283
     
     
     
     -Write-down of mineral property
     
     43,365
     
     
     
     -
     
     
     
     -Stock-based compensation
     
     -
     
     
     
     175,127
     
     
     
     54,407Recovery of mineral property costs previously written down
     
     -
     
     
     
     -
     
     
     
     (3,366,331
     )Changes in non-cash working capital items:Decrease (increase) in receivables
     
     50,939
     
     
     
     (46,022
     )
     
     
     (24,232
     )Increase (decrease) in accounts payable and accrued liabilities
     
     (1,291
     )
     
     
     18,974
     
     
     
     (66,766
     )Net cash used in operating activities
     
     (375,689
     )
     
     
     (433,729
     )
     
     
     (563,345
     )CASH FLOWS FROM FINANCING ACTIVITIESAdvances from (to) joint venture partner
     
     237,047
     
     
     
     (1,246,008
     )
     
     
     951,161Proceeds from issuance of capital stock
     
     295,450
     
     
     
     -
     
     
     
     33,000Share issuance costs
     
     (17,094
     )
     
     
     -
     
     
     
     -Net cash provided by (used in) financing activities
     
     515,403
     
     
     
     (1,246,008
     )
     
     
     984,161CASH FLOWS FROM INVESTING ACTIVITIESExpenditures on mineral properties
     
     (185,390
     )
     
     
     (3,186,053
     )
     
     
     (1,816,867
     )Advances to contractors
     
     -
     
     
     
     -
     
     
     
     (35,443
     )Cost of property disposition
     
     -
     
     
     
     -
     
     
     
     (9,169
     )Purchase of fixtures and equipment
     
     ( 309
     )
     
     
     (63,364
     )
     
     
     (1,037
     )Net cash used in investing activities
     
     ( 185,699
     )
     
     
     (3,249,417
     )
     
     
     (1,862,516
     )Decrease in cash
     
     (45,985
     )
     
     
     (4,929,154
     )
     
     
     (1,441,700
     )Cash, beginning of year
     
     582,179
     
     
     
     5,511,333
     
     
     
     6,953,033Cash, end of year
     $
     536,194
     
     
     $
     582,179
     
     
     $
     5,511,333
  Supplemental disclosure with respect to cash flows(Note 16) The accompanying notes are an integral part of these consolidated financial statements. F-6


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MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  1.
     NATURE AND CONTINUANCE OF OPERATIONS
  The Company was incorporated in the Province of British Columbia and is in the process of exploring its mineral properties and has not determined whether these properties contain ore reserves that are economically recoverable. To date, the Company has not earned significant revenues and is considered to be in the exploration stage. The business of exploring mineral properties involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable operations. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves, securing and maintaining title and beneficial interest in the properties, the ability of the Company to obtain necessary financing to complete exploration and subsequent development, and upon future profitable production from the properties or proceeds from disposition. Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements, transfers or native land claims, and title may be affected by undetected defects. These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a history of losses and no source of revenue. The continuing operations of the Company are dependent upon its ability to continue to raise adequate funding and to commence profitable operations in the near future. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Management has undertaken available cost cutting measures and is monitoring the Companys cash flow. As at October 31
     
     2009
     
     
     2008Working capital
     $
     565,237
     
     $
     896,022Deficit
     
     (63,581,853
     )
     
     (63,064,993
     )
  2.
     SIGNIFICANT ACCOUNTING POLICIES
  These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles. Basis of consolidation These consolidated financial statements include the accounts of the Company and its controlled wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated upon consolidation. F-7


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MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  2.
     SIGNIFICANT ACCOUNTING POLICIES(cont'd)
  Use of estimates The preparation of consolidated financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the year. Significant areas requiring the use of management estimates relate to the determination of impairment of assets, stock-based compensation, asset retirement obligations, the useful lives estimate for fixtures and equipment and the application of a valuation allowance against future income tax assets. Actual results could differ from those reported. Marketable securities The Companys holdings of marketable securities are accounted for as available-for-sale financial instruments and are measured at fair value, with revaluation gains and losses included in other comprehensive income until the related assets are removed from the balance sheet. Mineral properties All costs related to the acquisition, exploration and development of mineral properties are capitalized by property. If economically recoverable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method. When a property is abandoned, all related costs are written off to operations. If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value. A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The amounts shown for mineral properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof. Fixtures and equipment Fixtures and equipment are recorded at cost less accumulated amortization, which is provided for using the straight line method at the following annual rates: Leasehold improvements
     Straight line over life of leaseFurniture and fixtures
     Straight line over five yearsComputer equipment
     Straight line over five yearsOffice equipment
     Straight line over five years
  F-8


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MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  2.
     SIGNIFICANT ACCOUNTING POLICIES(cont'd)
  Asset retirement obligations The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability. Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation. The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset. The Company does not have any significant asset retirement obligations. Foreign currency translation Foreign operations are integrated and translated using the temporal method, whereby monetary assets and liabilities are translated at year-end exchange rates, non-monetary assets and liabilities are translated at rates prevailing at the respective transaction dates, and revenue and expenses, except for amortization, are translated at rates approximating those in effect at the transaction dates. Translation gains and losses are reflected in the loss for the year. Monetary accounts of the Company denominated in foreign currency are translated at the year-end exchange rates. Exchange gains and losses on translation are recognized in the year they arise. Income taxes Future income taxes are recorded using the asset and liability method, whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess. Stock-based compensation The fair value of stock options granted is determined using the Black-Scholes option pricing model and recorded as stock-based compensation expense over the vesting period of the stock options. Any consideration paid on the exercise of stock options is credited to capital stock. F-9


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MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  2.
     SIGNIFICANT ACCOUNTING POLICIES(cont'd)
  Earnings (loss) per share The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings (loss) per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. For the years presented, this calculation proved to be anti-dilutive. At October 31, 2009, 2008 and 2007, the total number of potentially dilutive shares excluded from earnings (loss) per share was 4,247,159, 3,372,616, and 5,957,998 respectively. Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the year. The following weighted average numbers of shares were used for computation of earnings (loss) per share: 2009
     2008
     2007Weighted average shares used in computation of basic earnings (loss) per share
     35,453,255
     35,437,076
     35,420,314Effect of dilutive securitiesStock options and warrants
     -
     -
     472,850Weighted average shares used in computation of diluted earnings (loss) per share
     35,453,255
     35,437,076
     35,893,164
  Financial instruments  recognition and measurement All financial instruments are classified into one of five categories: held-for-trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets, or other financial liabilities. All financial instruments and derivatives are measured in the balance sheet at fair value, except for loans and receivables, held-to-maturity investments, and other financial liabilities, which are measured at amortized cost. Subsequent measurement and changes in fair value will depend on their initial classification as follows: 1) held-for-trading financial assets are measured at fair value and changes in fair value are recognized in net income; 2) available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the instrument is derecognized or impaired; and 3) all derivative instruments, including embedded derivatives, are recorded in the balance sheet at fair value unless they qualify for the normal sale-normal purchase exemption, and changes in their fair value are recorded in income unless cash flow hedge accounting is used, in which case changes in fair value are recorded in other comprehensive income. The Company has classified its cash as held-for-trading, its marketable securities as available-for-sale, and its receivables as loans and receivables. Accounts payable and accrued liabilities are measured at amortized cost. The adoption of this accounting policy in a prior fiscal year resulted in a $31,790 increase in the carrying value of marketable securities as at November 1, 2007 and a corresponding adjustment to accumulated other comprehensive income. The Company follows CICA Handbook Section 3862, Financial instruments  disclosures, which requires entities to provide disclosures in their financial statements that enable users to evaluate (a) the significance of financial instruments for the entitys financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and how the entity manages such risks. F-10


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MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  2.
     SIGNIFICANT ACCOUNTING POLICIES(cont'd)
  Financial instruments  recognition and measurement(contd) The Company also follows CICA Handbook Section 3863, Financial instruments  presentation, which establishes standards for presentation of financial instruments and non-financial derivatives. It deals with the classification of financial instruments, from the perspective of the issuer, between liabilities and equity, the classification of related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset. Comprehensive income Comprehensive income is defined as the change in equity (net assets) from transactions and other events from non-owner sources. Other comprehensive income is defined as revenues, expenses, gains and losses that, in accordance with primary sources of GAAP, are recognized in other comprehensive income, but excluded from net income. This would include holding gains and losses from financial instruments classified as available-for-sale. Capital disclosures The Company follows CICA Handbook Section 1535  Capital disclosures, which sets out standards for disclosing information about an entitys capital and how it is managed. 3.
     CHANGES IN ACCOUNTING POLICIES
  New accounting standards adopted in the year The Company adopted the following new accounting standards for its fiscal year beginning November 1, 2008. Other than additional disclosures in Note 1, the adoption of these standards had no impact on the Companys financial statements. Assessing going concern The Accounting Standards Board (AcSB) amended CICA Handbook Section 1400, to include requirements for management to assess and disclose an entitys ability to continue as a going concern. Goodwill and Intangible Assets Section 3064, Goodwill and Intangible Assets,replaced Section 3062, Goodwill and Other Tangible Assets,and Section 3450, Research and Development Costs.The new section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in Section 3062. F-11


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MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  3.
     CHANGES IN ACCOUNTING POLICIES(contd)
  Recent accounting pronouncements International Financial Reporting Standards (IFRS) In February 2008 the AcSB announced that publicly-listed companies are to adopt IFRS, replacing Canadian GAAP, for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. Accordingly, the Company will commence reporting under IFRS for its fiscal year commencing November 1, 2011, and will present its first IFRS-based financial statements for its fiscal quarter ending January 31, 2012. Those statements will require comparative amounts determined under IFRS for the prior fiscal year period, which in turn will require the restatement to conform with IFRS of the Companys balance sheet at October 31, 2011. While the Company has begun assessing the adoption of IFRS in 2011, the complete financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time. The Company has to date determined that it expects to be able to carry forward its accounting policies in respect of mineral properties unchanged under IFRS, which are among its most significant accounting policies. Business combinations In January 2009, the CICA issued a new handbook section 1582, Business Combinations, effective for fiscal years beginning on or after January 1, 2011. Earlier adoption of Section 1582 is permitted. This pronouncement further aligns Canadian GAAP with U.S. GAAP and IFRS and changes the accounting for business combinations in a number of areas. It establishes principles and requirements governing how an acquiring company recognizes and measures in its financial statements identifiable assets acquired, liabilities assumed, any non-controlling interest in the aquiree, and goodwill acquired. The section also establishes disclosure requirements that will enable users of the acquiring companys financial statements to evaluate the nature and financial effects of its business combinations. This standard is not expected to have a material effect on the Companys financial statements, unless and until the Company undertakes a transaction subject to the standard. 4.
     MARKETABLE SECURITIES
  At October 31, 2009 the Companys holdings of marketable securities consisted of: (a)
     289,000 shares of Lund Gold Ltd. (Lund), a company related by having a number of directors in common, acquired in 2003 in consideration of a loan made to Lund by the Company. As of November 1, 2006, upon the adoption of new accounting standards in respect of financial instruments, these shares were recorded at the fair value of $60,690. At October 31, 2007 the fair value was $75,140 with the increase in fair value of $14,450 credited to the statement of accumulated other comprehensive income (loss). At October 31, 2008 the fair value was $13,005 with the decrease in fair value of $62,135 charged to the statement of accumulated other comprehensive income (loss). At October 31, 2009 the fair value was $23,120 with the increase in fair value of $10,115 credited to the statement of accumulated other comprehensive income (loss).(b)
     3,521,648 shares of Buffalo Gold Ltd. (Buffalo), a company with a former director in common, acquired in consideration of the sale in fiscal 2007 of 60 per cent of the Companys interest in the Mt. Kare mineral project as described in Note 5. The fair value of these shares when received was $3,375,500. At October 31, 2007 the fair value was $2,887,751 with the decrease in fair value of $487,749 charged to the statement of accumulated other comprehensive income (loss). At October 31, 2008 the Company made the determination that its holding of Buffalo shares was permanently impaired and reduced the carrying value to $0.01 per share or $35,216 in the aggregate. At April 30, 2009 the Company made the determination that its holding of Buffalo shares was further permanently impaired, since the shares no longer trade, and reduced the carrying value to zero. The reductions in value were charged to the statement of operations upon the impairment determinations. F-12


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MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  5.
     MINERAL PROPERTIES
  Acquisition Costs
     
     Exploration Expenditures
     
     2009 TotalLewis Property, Nevada
     $
     1,538,844
     $
     6,198,849
     $
     7,737,693Acquisition Costs
     
     Exploration Expenditures
     
     2008 TotalLewis Property, Nevada
     $
     1,538,844
     $
     6,040,455
     $
     7,579,299Belencillo Property, Panama
     
     -
     
     43,365
     
     43,365$
     1,538,844
     $
     6,083,820
     $
     7,622,664
  Lewis Property, Nevada
     
     
     Belencillo Property, Panama
     
     
     TotalBalance, October 31, 2007
     $
     4,414,539
     
     $
     42,322
     
     $
     4,456,861Acquisition costs
     
     1,206,720
     
     
     -
     
     
     1,206,720Advance royalty
     
     36,202
     
     
     -
     
     
     36,202Assays
     
     338,277
     
     
     -
     
     
     338,277Camp costs
     
     9,688
     
     
     -
     
     
     9,688Contractors and geological staff
     
     234,300
     
     
     -
     
     
     234,300Drilling
     
     1,220,497
     
     
     -
     
     
     1,220,497Land, legal and insurance
     
     47,577
     
     
     1,043
     
     
     48,620Option fees
     
     5,863
     
     
     -
     
     
     5,863Travel and accommodation
     
     65,636
     
     
     -
     
     
     65,6363,164,760
     
     
     1,043
     
     
     3,165,803Balance, October 31, 2008
     
     7,579,299
     
     
     43,365
     
     
     7,622,664Advance royalty
     
     50,075
     
     
     -
     
     
     50,075Assays
     
     49,901
     
     
     -
     
     
     49,901Contractors and geological staff
     
     23,946
     
     
     -
     
     
     23,946Land, legal and insurance
     
     54,430
     
     
     -
     
     
     54,430Travel and accommodation
     
     2,304
     
     
     -
     
     
     2,304Costs recovered
     
     (22,262
     )
     
     -
     
     
     (22,262
     )Impairment writedown
     
     -
     
     
     (43,365
     )
     
     (43,365
     )158,394
     
     
     (43,365
     )
     
     115,029Balance, October 31, 2009
     $
     7,737,693
     
     $
     -
     
     $
     7,737,693
  F-13


---

MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  5.
     MINERAL PROPERTIES(cont'd )
  Lewis Property, Nevada The Company and Great American Minerals, Inc. (GAM) entered into an exploration and option to purchase agreement with Victory Exploration Inc. (formerly F. W. Lewis Inc.) dated May 29, 2002 (the Lewis Agreement) to jointly acquire a 100% interest in the Lewis Property, located in Lander County in the Battle Mountain District of central Nevada. The Company and GAM also entered into a joint venture letter agreement dated May 23, 2002 (the GAM Agreement) whereby the Company acquired a 60% interest in the Lewis Agreement and the Company and GAM elected to participate in the further exploration and development of the Lewis Property on a 60/40 joint venture basis. On March 29, 2006, the Company and GAM entered into an Exploration, Development, and Mine Operating Agreement and are proceeding with further exploration and development of the Lewis Property on a 60/40 basis as the Phoenix Joint Venture (the Venture). Under the Venture, the Company is the project manager and as a result, the Company will recover certain exploration expenditures from GAM as well as charging a project management fee to offset certain administrative expenses. In 2007, GAM was acquired by Golden Predator Royalty and Development Corp., a publicly traded company, trading on the Toronto Stock Exchange. On December 27, 2007 the parties to the Venture exercised their option to purchase the Lewis Property by making a cash payment of USD $2,000,000 together with the first payment of the advance royalty in the cash amount of USD $60,000. These payments were funded by the Company as to 60 percent and recorded as acquisition costs of $1,206,720 and advance royalty cost of $36,202, and by GAM as to 40 per cent. As at October 31, 2009, GAM owed $57,800 (October 31, 2008  $294,847) to the Company, in its capacity as the project manager, for exploration and management costs incurred on the project. This amount was subsequently paid. The Lewis Property is subject to a 5% gross royalty on gold or silver produced and a 4% net smelter returns royalty on all other metals. These royalties are subject to an annual advance minimum royalty of US$60,000, subject to annual escalation based upon a defined consumer price index (CPI), commencing on the exercise of the purchase option. These royalties can be purchased for the price of US$4,000,000 for a period of one year following the exercise of the purchase option, or thereafter for a price which increases by US$500,000 per annum each December 27 for a period of 35 years. Subsequent to the balance sheet date, in December 2009 the parties made the required advance royalty payment in respect of calendar year 2010 of US$60,000 plus the CPI escalation. Mt. Kare, Papua New Guinea Prior to the June 2007 agreement described below, the Company held a 90% interest in the Mt. Kare property located in Papua New Guinea. The 90% interest is held in Madison Enterprises (PNG) Ltd. (MPNG). The remaining 10% of the property was held in trust for the traditional landowners at Mt. Kare. The interest in the Mt. Kare property is by way of an exploration license, renewable in two-year terms. The license provides that, at any time prior to the commencement of mining, the government of Papua New Guinea may purchase up to a 30% equity interest for a price equal to its proportionate share of the accumulated historical exploration expenditures of the owner(s), and then will be required to participate pro-rata in additional required development expenditures. The exploration license has been renewed for a two-year term to August 2010. F-14


---

MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  5.
     MINERAL PROPERTIES(cont'd )
  Mt. Kare, Papua New Guinea(cont'd ) Pursuant to a series of agreements and amendments between July 2005 and June 2007 among the Company, Madison Enterprises (BVI) Inc., (MBVI), MPNG, Longview Investment Ltd. (Longview Investment), an arms length private Irish company, Longview Capital Partners Limited (Longview), a wholly-owned subsidiary of Longview Investment, and Buffalo, the Company as of October 31, 2007 had conveyed a 60% interest in MPNG to Buffalo (effectively representing a 54% interest in the Mt. Kare property). The consideration received by the Company for this conveyance has included $650,000 in cash in stages by October 1, 2006, all of which has been paid; the completion of a 3000 meter drilling program by February 1, 2007; the delivery of $500,000 in cash (or the equivalent value in shares of Buffalo) upon regulatory and government approvals; and the delivery of 3,000,000 shares of Buffalo. The payment of $500,000 was effected by the delivery of 521,648 shares of Buffalo, and the total fair value recorded during fiscal 2007 on the delivery of the aggregate 3,521,648 shares of Buffalo was $3,375,500. Effective July 14, 2008 the terms of a joint venture agreement with initial project interests of 60% to Buffalo and 40% to the Company were established. This joint venture had the intent that the Company contribute its share of joint venture costs after that date, or, alternately, face dilution of its interest. No programs or budgets were adopted under the joint venture agreement. In May 2009 Buffalos 60% interest in MPNG was returned to MBVI. MPNG was under a court ordered liquidation pursuant to the laws of Papua New Guinea and, accordingly, the Company no longer controls MPNG. The $3,375,500 proceeds received in Buffalo shares in fiscal 2007, less cash costs of $9,169, were recorded in the statement of operations for fiscal 2007 as a recovery of costs previously written down. Belencillo Property, Panama The Company holds a 31.12% interest in the Belencillo exploration concession located in the Republic of Panama. The Company wrote off $2,267,471 in costs on this property during the year ended October 31, 2001, as the Company had no intention of making further expenditures on the property at that time. During the year ended October 31, 2006, the Company and other interest holders re-evaluated their intentions and the Company incurred costs of $42,322 on this project. A further $1,043 was incurred in the year ended October 31, 2008. Effective April 30, 2009 the Company recognized an impairment charge of the entire $43,365 carrying cost of the project which has been charged to the statement of operations. 6.
     FIXTURES AND EQUIPMENT
  2009
     
     
     
     
     
     
     2008Cost
     
     Accumulated Amortization
     
     Net Book Value
     
     
     Cost
     
     Accumulated Amortization
     
     Net Book ValueLeasehold improvements
     $
     52,185
     $
     14,472
     $
     37,713
     
     $
     51,876
     $
     4,035
     $
     47,841Furniture and fixtures
     
     8,613
     
     2,434
     
     6,179
     
     
     8,613
     
     712
     
     7,901Computer equipment
     
     2,289
     
     649
     
     1,640
     
     
     2,289
     
     190
     
     2,099Office equipment
     
     1,622
     
     459
     
     1,163
     
     
     1,622
     
     135
     
     1,487$
     64,709
     $
     18,014
     $
     46,695
     
     $
     64,400
     $
     5,072
     $
     59,328
  F-15


---

MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  7.
     CAPITAL STOCK AND CONTRIBUTED SURPLUS
  Number of Shares
     
     
     
     Amount
     
     
     
     Contributed SurplusAuthorized:An unlimited number of common shares without par valueIssued:Balance as at October 31, 2006
     35,371,076
     
     
     $
     67,968,686
     
     
     $
     3,427,682Exercise of warrants
     66,000
     
     
     
     33,000
     
     
     
     -Stock-based compensation
     -
     
     
     
     -
     
     
     
     54,407Balance as at October 31, 2007
     35,437,076
     
     
     
     68,001,686
     
     
     
     3,482,089Stock-based compensation
     -
     
     
     
     -
     
     
     
     175,127Balance as at October 31, 2008
     35,437,076
     
     
     
     68,001,686
     
     
     
     3,657,216Private placement
     1,969,667
     
     
     
     295,450
     
     
     
     -Share issue costs
     -
     
     
     
     (17,094
     )
     
     
     -Broker warrants
     -
     
     
     
     (1,398
     )
     
     
     1,398Elimination of fractional shares
     (16
     )
     
     
     -
     
     
     
     -Balance as at October 31, 2009
     37,406,727
     
     
     $
     68,278,644
     
     
     $
     3,658,614
  Share issuance In October 2009, the Company closed a private placement of 1,969,667 units at a price of $0.15 per unit to generate cash proceeds of $295,450, before cash commission to the agent of $4,006 and other share issue costs of $13,088. Each unit consisted of one share and one half share purchase warrant, every whole warrant entitling the purchase of one additional share of the Company at a price of $0.25 per share until October 29, 2010. An agent also received brokers warrants entitling the purchase of up to 24,710 common shares of the Company on the same terms as the warrants described above. The fair value of the broker warrants was estimated to be $1,398. The fair value was estimated using the Black-Scholes option pricing model with a risk-free interest rate of 1.34%, an expected life of one year, expected volatility of 159% and an expected dividend yield of 0.0%. Shareholder rights plan The shareholders of the Company adopted a shareholder rights plan (the Plan) creating the potential for substantial dilution of an acquirer's position except with respect to a "permitted bid." The rights issuable to shareholders under the Plan entitle the holders, other than the acquiring person, to purchase an additional share at 50% of the market price, upon the occurrence of certain triggering events. The main such event is the acquisition of 20% or more of the common shares of the Company by an individual or several persons acting in concert in a transaction not approved by the board of directors. This plan, originally adopted with a ten-year term during 1998, was renewed in March 2008 with a further ten-year term expiring March 5, 2018. F-16


---

MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  8.
     STOCK OPTIONS
  The Company has a rolling stock option plan that authorizes the board of directors to grant incentive stock options to directors, officers, consultants and employees, whereby a maximum of 10% of the issued common shares are reserved for issuance under the plan. Under the plan, the exercise price of each option may not be less than the market price of the Companys shares at the date of grant. Options granted under the plan will have a term not to exceed five years and are subject to vesting provisions as determined by the board of directors of the Company. As at October 31, 2009, the following stock options were outstanding and exercisable: Number of Shares
     Exercise Price
     Expiry Date100,000
     $ 0.75
     May 27, 2010500,000
     0.38
     May 27, 20101,687,616
     1.10
     October 20, 2011200,000
     0.77
     April 27, 2012750,000
     0.25
     April 14, 20133,237,616
  Stock option transactions are summarized as follows: 2009
     
     2008
     
     2007Number of Options
     
     
     
     Weighted Average Exercise Price
     
     Number of Options
     
     
     
     Weighted Average Exercise Price
     
     Number of Options
     
     
     Weighted Average Exercise PriceOutstanding, beginning of year
     3,372,616
     
     
     $
     0.80
     
     3,182,300
     
     
     $
     0.96
     
     3,082,700
     
     $
     0.97Granted
     -
     
     
     
     -
     
     750,000
     
     
     
     0.25
     
     200,000
     
     
     0.77Cancelled/forfeited
     (135,000
     )
     
     
     1.83
     
     (559,684
     )
     
     
     0.97
     
     (100,400
     )
     
     0.75Exercised
     -
     
     
     
     
     
     -
     
     
     
     
     
     -Outstanding, end of year
     3,237,616
     
     
     $
     0.76
     
     3,372,616
     
     
     $
     0.80
     
     3,182,300
     
     $
     0.96
  The weighted average fair value of options granted during the fiscal year was approximately $nil (2008 - $0.16; 2007 - $0.54) per option. The total fair value of stock options vested in the year was $nil (2008 - $175,127; 2007 -$54,407) which has been recorded as stock-based compensation in the statement of operations. The fair value of stock options granted is estimated using the Black-Scholes option pricing model with the following weighted average assumptions: 2009
     2008
     2007Risk-free interest
     n/a
     3.13%
     4.12%Expected option life
     n/a
     5 years
     5 yearsExpected stock price volatility
     n/a
     79%
     88%Expected dividend yield
     -
     -
     -
  F-17


---

MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  8.
     STOCK OPTIONS(cont'd...)
  Share compensation plan The Company has a plan whereby the board of directors may at its discretion in any 12 month period allot and issue up to a maximum in the aggregate of 250,000 common shares to one or more officers, employees or consultants for providing extraordinary contributions to the advancement of the Company. 9.
     SHARE PURCHASE WARRANTS
  Share purchase warrant transactions are summarized as follows: 2009
     
     2008
     
     2007Number of Warrants
     
     Weighted Average Exercise Price
     
     Number of Warrants
     
     
     Weighted Average Exercise Price
     
     Number of Warrants
     
     
     Weighted Average Exercise PriceOutstanding, Beginning of year
     -
     $
     -
     
     4,649,238
     
     $
     1.00
     
     4,715,238
     
     $
     0.99Issued
     1,009,543
     
     0.25
     
     -
     
     
     -
     
     -
     
     
     -Exercised
     -
     
     -
     
     -
     
     
     -
     
     (66,000
     )
     
     0.50Expired
     -
     
     -
     
     (4,649,238
     )
     
     0.51
     
     -
     
     
     -Outstanding, End of year
     1,009,543
     $
     0.25
     
     -
     
     $
     -
     
     4,649,238
     
     $
     1.00
  The 1,009,543 outstanding warrants expire on October 29, 2010. During fiscal 2008, 3,149,998 warrants with an exercise price of $1.20 per share were repriced to $0.28 per share. 10.
     RELATED PARTY TRANSACTIONS
  a)
     The Company incurred the following expenses with directors and a company related by way of directors in common: 2009
     
     2008
     
     2007Legal fees
     $
     55,260
     $
     18,800
     $
     29,550Salaries and benefits
     
     168,000
     
     213,336
     
     206,431
  Legal fees and salaries and benefits have been expensed to operations, capitalized to mineral properties or recorded as share issue costs, based on the nature of the expenditure. b)
     At October 31, 2009, accounts payable and accrued liabilities included $44,000 (2008 - $2,965) due to a director of the Company, and other receivables included $nil (2008  $62,437) due from companies related by way of directors in common. F-18


---

MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  10.
     RELATED PARTY TRANSACTIONS(contd)
  c)
     During the year ended October 31, 2009 the Company recorded reimbursements of $112,712 (2008 - $121,694; 2007 - $128,082) for rental of office space from companies related by way of directors in common, under rental agreements between the related companies. These recoveries are netted against the related expense. These transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. 11.
     INCOME TAXES
  A reconciliation of income taxes at statutory rates with reported taxes is as follows: 2009
     
     
     2008
     
     
     2007Income (loss) for the year
     $
     (516,860
     )
     $
     (3,945,906
     )
     $
     2,833,604Expected income tax recovery (expense)
     $
     155,922
     
     $
     1,346,343
     
     $
     (976,262
     )Tax deductible share issue costs
     
     33,251
     
     
     47,626
     
     
     67,842Items not deductible for tax purposes
     
     (27,610
     )
     
     (1,207,584
     )
     
     (20,803
     )Non-taxable items
     
     -
     
     
     -
     
     
     1,159,802Losses for which no tax benefit has been recognized
     
     (161,563
     )
     
     (186,385
     )
     
     (230,579
     )Total income tax recovery
     $
     -
     
     $
     -
     
     $
     -
  The significant components of the Companys future income tax assets and liabilities are as follows: 2009
     
     
     
     2008
     
     
     
     2007Future income tax assets (liabilities)Mineral properties and equipment
     $
     892,646
     
     
     $
     918,350
     
     
     $
     989,324Marketable securities
     
     -
     
     
     
     4,133
     
     
     
     (12,485
     )Non-capital loss carry-forwards
     
     1,463,300
     
     
     
     1,514,912
     
     
     
     1,684,317Share issue costs
     
     17,939
     
     
     
     42,870
     
     
     
     82,2062,373,885
     
     
     
     2,480,265
     
     
     
     2,743,362Less: valuation allowance
     
     (2,373,885
     )
     
     
     (2,480,265
     )
     
     
     (2,743,362
     )$
     -
     
     
     $
     -
     
     
     $
     -
  F-19


---

MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  11.
     INCOME TAXES(contd)
  The Company has non-capital losses of approximately $5,800,000 available for deduction against future years taxable income in Canada and $1,400,000 in the United States. These losses, if unutilized, will expire through to 2029. The future tax benefits which may arise as a result of these non-capital losses and other future income tax assets have not been recognized in these consolidated financial statements and have been offset by a valuation allowance. 12.
     COMMITMENTS
  a)
     The Company is committed to make lease payments for the rental of office space as follows. These commitments are shared with a second company, related by having common directors: Fiscal
     2010
     227,6522011
     237,4032012
     239,7072013
     141,239
  b)
     The Company is committed to certain advance royalty payments at the Lewis Property, as set out in Note 5. 13.
     SEGMENT INFORMATION
  The Company has one operating segment being the exploration of mineral properties located in the United States (Note 5). All fixtures and equipment are held in Canada (Note 6). 14.
     FINANCIAL INSTRUMENTS
  The Companys financial instruments consist of cash, marketable securities, receivables, accounts payable and accrued liabilities, and amounts due from joint venture partner. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant credit or interest rate risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values, unless otherwise noted. Financial risk factors The Companys risk exposures and the impact on its financial instruments are summarized as follows. Credit risk Credit risk is the risk of loss associated with a counterpartys inability to fulfill its payment obligations. The Company believes it has no significant credit risk. Liquidity risk The Companys approach to managing liquidity risk is to ensure that it maintains sufficient liquidity to meet liabilities as they become due. As at October 31, 2009 the Company had cash balances totaling $536,194 (2008 $582,179) to settle current liabilities of $111,895 (2008  $140,182). The majority of the Companys financial liabilities have payment terms of 10 to 30 days and are subject to normal trade terms. F-20


---

MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  14.
     FINANCIAL INSTRUMENTS(contd)
  Market risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices. (a)
     Interest rate riskThe Company holds cash balances and has no interest-bearing debt. The Companys cash balances are held in demand deposits with a major Canadian chartered bank. The Company periodically monitors and is satisfied with the credit rating of its bank.(b)
     Foreign currency riskAs at October 31, 2009 the Companys mineral property costs are incurred predominantly in U.S. dollars and the line items in its statement of operations are incurred predominantly in Canadian dollars, and any future equity raised is expected to be in Canadian dollars. As at October 31, 2009 the Company has cash balances denominated in U.S. dollars of US$80,204, a receivable of US$53,648 (subsequently collected) and accounts payable of US$911. For each 1% change in the U.S. dollar versus the Canadian dollar a gain or loss of US$1,329 would arise. Consequently, the Company believes it is not exposed to significant currency risk at this time.(c)
     Price riskThe Company is exposed to price risk with respect to equity prices, and in particular to movements in the market price of shares of Lund. Each $0.01 increase or decrease in the fair value of Lund has the effect of adding or subtracting $2,890 to or from the Companys comprehensive income. 15.
     CAPITAL MANAGEMENT
  The capital of the Company consists of the items included in shareholders equity. The Companys objective when managing capital is to maintain its capacity to continue as a going concern in order to support the acquisition, exploration and development of mineral properties, and provide returns to shareholders, while minimizing dilution to existing shareholders. As an exploration stage company, the Company is unable to self-finance its operations; therefore, its ability to continue as a going concern is dependent on its ability, when required, to raise additional funds through equity issuances. The Board of Directors has not established quantitative return on capital criteria. 16.
     SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
  Significant non-cash transactions for the year ended October 31, 2009 consisted of the Company incurring mineral property expenditures of $458 (2008  $27,454; 2007  $83,147) through accounts payable. The Company paid no interest nor income taxes in any of the years ended October 31, 2009, 2008 or 2007. F-21


---

MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  17.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
  These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (Canadian GAAP). Material variations in accounting principles, practices and methods used in preparing these consolidated financial statements from principles, practices and methods accepted in the United States (U.S. GAAP) are described and quantified below: Balance sheets 2009
     
     
     
     
     
     
     
     2008Balance, Canadian GAAP
     
     Adjustment
     
     
     Balance, U.S. GAAP
     
     
     Balance, Canadian GAAP
     
     Adjustment
     
     
     Balance, U.S. GAAPCurrent assets
     $
     677,132
     $
     -
     
     $
     677,132
     
     $
     1,036,204
     $
     -
     
     $
     1,036,204Mineral properties
     
     7,737,693
     
     (6,198,849
     )
     
     1,538,844
     
     
     7,622,664
     
     (6,083,820
     )
     
     1,538,844Fixtures and equipment
     
     46,695
     
     -
     
     
     46,695
     
     
     59,328
     
     -
     
     
     59,328$
     8,461,520
     $
     (6,198,849
     )
     $
     2,262,671
     
     $
     8,718,196
     $
     (6,083,820
     )
     $
     2,634,376Current liabilities
     $
     111,895
     $
     -
     
     $
     111,895
     
     $
     140,182
     $
     -
     
     $
     140,182Shareholders equity
     
     8,349,625
     
     (6,198,849
     )
     
     2,150,776
     
     
     8,578,014
     
     (6,083,820
     )
     
     2,494,194$
     8,461,520
     $
     (6,198,849
     )
     $
     2,262,671
     
     $
     8,718,196
     $
     (6,083,820
     )
     $
     2,634,376
  F-22


---

MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  17.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(cont'd)
  Loss for the year 2009
     
     
     
     2008
     
     
     
     2007Income (loss) for the year  Canadian GAAP
     $
     (516,860
     )
     
     $
     (3,945,906
     )
     
     $
     2,833,604Exploration expenditures expensed under U.S. GAAP
     
     (115,029
     )
     
     
     (1,953,220
     )
     
     
     (1,524,361
     )Income (loss) for the year - U.S. GAAP
     
     (631,889
     )
     
     
     (5,899,126
     )
     
     
     1,309,243Unrealized gain (loss) on marketable securities  Canadian GAAP and U.S. GAAP
     
     10,115
     
     
     
     ( 62,135
     )
     
     
     (473,299
     )Reversal of unrealized loss on marketable securities  Canadian GAAP and U.S. GAAP
     
     -
     
     
     
     487,749
     
     
     
     -Comprehensive income (loss) - U.S. GAAP
     $
     (621,774
     )
     
     $
     (5,473,512
     )
     
     $
     835,944Basic and diluted earnings (loss) per share - U.S. GAAP
     $
     (0.02
     )
     
     $
     (0.17
     )
     
     $
     0.04
  Cash flows 2009
     
     
     
     2008
     
     
     
     2007Cash flows from operating activitiesPer Canadian GAAP
     $
     (375,689
     )
     
     $
     (433,729
     )
     
     $
     (563,345
     )Expenditures on mineral properties
     
     (185,390
     )
     
     
     (1,973,470
     )
     
     
     (1,783,656
     )Per U.S. GAAP
     $
     (561,079
     )
     
     $
     (2,407,199
     )
     
     $
     (2,347,001
     )Cash flows from investing activitiesPer Canadian GAAP
     $
     (185,699
     )
     
     $
     (3,249,417
     )
     
     $
     (1,862,516
     )Expenditures on mineral properties
     
     185,390
     
     
     
     1,973,470
     
     
     
     1,783,656Per U.S. GAAP
     $
     (309
     )
     
     $
     (1,275,947
     )
     
     $
     (78,860
     )
  F-23


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MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  17.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(cont'd)
  a)
     Mineral propertiesMineral property costs and related exploration expenditures are accounted for in accordance with Canadian GAAP as disclosed in Note 2. For U.S. GAAP purposes, mineral rights are considered tangible assets. Accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights. The Company expenses, as incurred, the exploration costs relating to unproven mineral properties. When proven and probable reserves are determined for a property and a feasibility study prepared, then subsequent development costs of the property would be capitalized. The capitalized costs of such properties would then be amortized using the unit of production method over the estimated life of the ore body based on proven and probable reserves and would be measured periodically for recoverability of carrying values.b)
     Subsequent eventsThe Company has evaluated subsequent events from the end of the most recent fiscal year through February 18, 2010, the date the consolidated financial statements were issued.c)
     Adoption of new accounting policiesEffective November 1, 2008 the Company adopted the following accounting pronouncements:In September 2006, the Financial Accounting Standard Board (FASB) issued an accounting pronouncement that defines fair value, establishes a framework for measuring fair value, and enhances disclosure about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The adoption of this standard has not had a material effect on the Companys consolidated financial statements.In February 2007, the FASB issued an accounting pronouncement which permits entities to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses for which fair value option has been elected will be reported in earnings. The Company did not elect to adopt the fair value option under this statement.In May 2009 the FASB issued an accounting pronouncement establishing general standards of accounting for and disclosure of subsequent events, which are events occurring after the balance sheet date but before the date the financial statements are issued or available to be issued. In particular, the pronouncement requires entities to recognize in the financial statements the effect of all subsequent events that provide additional evidence of conditions that existed at the balance sheet date, including the estimates inherent in the financial preparations process. Entities may not recognize the impact of subsequent events that provide evidence about conditions that did not exist at the balance sheet date but arose after that date. This pronouncement also requires entities to disclose the date through which subsequent events have been evaluated. The pronouncement was effective for interim and annual reporting periods ending after June 15, 2009. The Company adopted the provisions of the pronouncement, as required, and adoptions did not have a material effect on the Companys consolidated financial statements taken as a whole. F-24


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MADISON MINERALS INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars)OCTOBER 31, 2009
  17.
     DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(cont'd)
  c)
     Adoption of new accounting policies(contd)In June 2009 the FASB issued an accounting pronouncement that will be the single source of authoritative non- governmental US GAAP. Rules and interpretative releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. This pronouncement is effective for interim and annual periods ending after September 2009. All existing accounting standards are superseded as described in this pronouncement. All other accounting literature not included in this codification is non-authoritative. The adoption of this pronouncement has not had a material impact on the preparation of the Companys consolidated financial statements. d)
     Recent accounting pronouncementsIn December 2007 the FASB issued an accounting pronouncement that clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. It requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated statements of income, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. This statement amends current US GAAP with regards to earnings per share; the calculation of the EPS amounts in consolidated statements will continue to be based on amounts attributable to the parent. This pronouncement is effective for fiscal years beginning after December 31, 2008. The Company is currently evaluating the impact of this pronouncement on its consolidated financial position and results of operations.In December 2007 the FASB issued an accounting pronouncement to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This pronouncement establishes principles and requirements for the acquirer to 1) recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest; 2) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase; 3) determine what information to disclose to enable users of financial statements to evaluate the nature and financial effects of the business combination. The effective date of this pronouncement is for fiscal periods beginning on or after December 15, 2008. The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements.In March 2008 the FASB issued an accounting pronouncement that changes the disclosure requirements for derivative instruments and hedging activities by requiring enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items affect an entitys operating results, financial position, and cash flows. This pronouncement is effective for fiscal years and interim periods beginning after November 15, 2008. Early adoption is permitted, and the Company is currently reviewing the provisions. However, as the provisions of this pronouncement are only related to disclosure of derivative and hedging activities, the Company does not believe the adoption of this pronouncement will have a material impact on its operating results, financial position, or cash flows. F-25


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Exhibit 12.1

I, Chet Idziszek, certify that: 1.       I have reviewed this annual report on Form 20-F of Madison Minerals Inc. (the Company); 2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.       Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 4.       The Companys other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: a)       designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)       designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)       evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)       disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and 5.       The Companys other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent function): a)       all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarise and report financial information; and b)       any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. Date: February 18, 2010 Signed Chet IdziszekChet Idziszek, President


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Exhibit 12.2

I, Ian Brown, certify that: 1.       I have reviewed this annual report on Form 20-F of Madison Minerals Inc. (the Company); 2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.       Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 4.       The Companys other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: a)       designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)       designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)       evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)       disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and 5.       The Companys other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent function): a)       all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarise and report financial information; and b)       any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. Date: February 18, 2010 Signed Ian BrownIan Brown, Chief Financial Officer


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Exhibit 13.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report on Form 20-F of Madison Minerals Inc. (the Company) for the year ended October 31, 2009, as filed with the Securities and Exchange Commission on the date hereof, I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 18, 2010 Chet IdziszekChet Idziszek
President and Chief Executive Officer


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Exhibit 13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report on Form 20-F of Madison Minerals Inc. (the Company) for the year ended October 31, 2009, as filed with the Securities and Exchange Commission on the date hereof, I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 18, 2010 Ian BrownIan Brown
Chief Financial Officer


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