##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F-A
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-52324
 Olympus Pacific Minerals Inc.
  (Translation of Registrants name into English)
 (Jurisdiction of incorporation or organization)
 Suite 500  10 King Street East Toronto, Ontario Canada, M5C 1C3
 Securities to be registered pursuant to Section 12(b) of the Act:
    
    NoneSecurities to be registered pursuant to Section 12(g) of the Act:
    
    common shares(Title of Class)
 None
 232,423,101
  o þ
  þ o
   þ o
 
  
 
 Large accelerated file o

Accelerated file o

Non-accelerated file þ
 
  
 U.S. GAAP o
    
    International Financial Reporting Standards as issued
By the International Accounting Standards Board o
    
    Other þ
 
  þ o
  o þ




---



##### Table of Contents



GLOSSARY
    
    
    4ITEM 1: Identity of Directors, Senior Management and Advisors
    
    
    8ITEM 2: Offer Statistics and Expected Timetable
    
    
    8ITEM 3: Key Information
    
    
    83A. Selected Financial Data
    
    
    8Table No. 1: Selected Financial Data
    
    
    8Table No. 2: U.S. Dollar/Canadian Dollar
    
    
    93B. Capitalization and Indebtedness
    
    
    93C. Reasons For The Offer And Use Of Proceeds
    
    
    93D. Risk Factors
    
    
    9ITEM 4: Information on the Company
    
    
    164A. History and Development of the Company
    
    
    16Table No. 3: Financings
    
    
    194.B Business Overview
    
    
    214A.1. General
    
    
    224A.2. Description of Mining Industry
    
    
    224C. Organizational Structure
    
    
    254D. Property, Plant and Equipment
    
    
    26Bong Mieu East  Ho Ray Deposit, Thac Trang and Rung De Prospects
    
    
    44Ho Gan (Bong Mieu Central)
    
    
    46Ho Ray and Thac Trang (Bong Mieu East)
    
    
    46Nui Kem (Bong Mieu Underground)
    
    
    46ITEM 5: Operating and Financial Review and Prospects
    
    
    505A. Operating Results
    
    
    515B. Liquidity and Capital Resources
    
    
    555C. Research and development, patents and licenses, etc
    
    
    565D. Trend Information
    
    
    565E. Off-Balance Sheet Arrangements
    
    
    565F. Tabular Disclosure of Contractual Obligations
    
    
    57Table No. 4: Tabular Disclosure of Contractual Obligations as at December 31, 2008
    
    
    57ITEM 6: Directors, Senior Management, and Employees
    
    
    576A. Directors and Senior Management
    
    
    57Table No. 5: Directors and Senior Management
    
    
    576B. Compensation
    
    
    606B.1. Termination Agreements for Directors and Senior Officers
    
    
    626B.2. Stock Option Plan
    
    
    656C. Board Practices
    
    
    666E. Share Ownership
    
    
    676.E.1 Details of Share Ownership
    
    
    67Table No. 6: Shareholdings of Directors and Senior Management at December 1, 2009
    
    
    67Table No. 7: Stock Options Outstanding as at December 31, 2008
    
    
    68ITEM 7: Major Shareholders and Related Party Transactions
    
    
    687A. Major Shareholders
    
    
    687B. Interests of Experts and Counsel
    
    
    70ITEM 8: Financial Information
    
    
    708A. Consolidated Statements and Other Financial Information
    
    
    70
 
 - ii -




---



##### Table of Contents



8B. Significant Changes
    
    
    70ITEM 9: The Offer and Listing
    
    
    719A. Common Share Trading Information
    
    
    719B. Markets
    
    
    739C. Selling Shareholders
    
    
    739D. Dilution
    
    
    739E. Expenses of the Issue
    
    
    73ITEM 10: Additional Information
    
    
    7310A. Share Capital
    
    
    7310B. Memorandum and Articles of Association
    
    
    7310C. Material Contracts
    
    
    7510D. Exchange Controls
    
    
    7510E. Taxation
    
    
    7610E.1. Certain Canadian Federal Income Tax Consequences  General
    
    
    7610E.2. Dividends
    
    
    7710E.3. Disposition of Common Shares
    
    
    7710E.4. United States Taxation
    
    
    7810F. Dividends and Paying Agents
    
    
    8210G. Statements by Experts
    
    
    8210H. Documents on Display
    
    
    8210I. Subsidiary Information
    
    
    82ITEM 11: Quantitative and Qualitative Disclosures about Market Risk
    
    
    82ITEM 12: Description of Securities other than Equity Securities
    
    
    82ITEM 13: Defaults, Dividend Arrearages and Delinquencies
    
    
    83ITEM 14: Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    83ITEM 15: Controls and Procedures
    
    
    83ITEM 16: Audit Committee
    
    
    8416A. Audit Committee Financial Expert
    
    
    8416B. Code of Ethics
    
    
    8416C. Principal Accountant Fees and Services
    
    
    8416D. Exemptions From the Listing Standards for Audit Committees
    
    
    8416E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    84ITEM 17: Financial Statements
    
    
    84ITEM 18: Financial Statements
    
    
    85ITEM 19: Exhibits
    
    
    8519A. Financial Statements
    
    
    8519B. Exhibits
    
    
    85SIGNATURES
    
    
    88
 
  - iii -




---



##### Table of Contents



EXPLANATORY NOTE
 
 
 Property, Plant and Equipment . Major
Shareholders and Related Party Transactions. Controls and Procedures Financial Statements
 
 
 GLOSSARY
  artisanal mining
    
    mining at small-scale mines (and to a lesser extent quarries) that are labor
intensive, with mechanization being at a low level and basic. Artisanal mining
can encompass all small, medium, large, informal, legal and illegal miners who
use rudimentary processes to extract valuable rocks and minerals from ore
bodies.bitumen
    
    known as asphalt or tar, bitumen is the brown or black viscous residue from the
vacuum distillation of crude petroleum.breccia
    
    a rock in which angular fragments are surrounded by a mass of finer-grained
material.C-horizon soil
    
    the soil parent material, either created in situ or transported into its
present location. Beneath the C horizon lies bedrock.concentrate
    
    a concentrate of minerals produced by crushing, grinding and processing methods
such as gravity, flotation or leaching.exploration stage
    
    the search for mineral deposits which are not in either the development or
production stage.Form 43-101
    
    technical report issued pursuant to Canadian securities rules, the objective of
which is to provide a summary of scientific and technical information
concerning mineral exploration, development and production activities on a
mineral property that is material to an issuer. The NI 43-101 Report is
prepared in accordance with the National Instrument 43-101 Standards of
Disclosure for Mineral Projects [NI 43-101]. The 43-101 Form sets out
specific requirements for the preparation and contents of a technical report.feasibility study
    
    a comprehensive study of a mineral deposit in which all geological,
engineering, legal, operating, economic, social, environmental and other
relevant factors are considered in sufficient detail that it could reasonably
serve as the basis for a final decision by a financial institution to finance
the development of the deposit for mineral production.
 - 4 -




---



##### Table of Contents



gneiss
    
    a coarse-grained, foliated rock produced by regional metamorphism. The mineral
grains within gneiss are elongated due to pressure and the rock has a
compositional banding due to chemical activity.grade
    
    the metal content of rock with precious metals. Grade can be expressed as troy
ounces or grams per tonne of rock.granodiorite
    
    a medium to coarse-grained intrusive igneous rock, intermediate in composition
between quartz diorite and quartz monzonite.gold deposit
    
    a mineral deposit mineralized with gold.hydrothermal
    
    the products or the actions of heated waters in a rock mass such as a mineral
deposit precipitating from a hot solution.igneous
    
    a primary type of rock formed by the cooling of molten material.inferred mineral resource
    
    that part of a mineral resource for which quantity and grade or quality can be
estimated on the basis of geological evidence and reasonable assumed, but not
verified, geological and grade continuity. The estimate is based on limited
information and sampling gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings, and drill holes.intrusion
    
    intrusive-molten rock which is intruded (injected) into spaces that are created
by a combination of melting and displacement.mafic
    
    igneous rocks composed mostly of dark, iron- and magnesium-rich minerals.metallurgical tests
    
    scientific examinations of rock/material to determine the optimum extraction of
metal contained. Core samples from diamond drill holes are used as
representative samples of the mineralization for this test work.mineral resource
    
    a concentration or occurrence of diamonds, natural solid inorganic material, or
natural solid fossilized organic material including base and precious metals,
coal, and industrial minerals in or on the Earths crust in such form and
quantity and of such a grade or quality that it has reasonable prospects for
economic extraction. The location, quantity, grade, geological characteristics
and continuity of a mineral resource are known, estimated or interpreted from
specific geological evidence and knowledge. Mineral Resources are sub-divided,
in order of increasing geological confidence, into Inferred, Indicated and
Measured categories.ore
    
    a naturally occurring rock or material from which minerals, such as gold, can
be extracted at a profit; a determination of whether a mineral deposit contains
ore is often made by a feasibility study.open pit
    
    a mining method whereby the mineral reserves are accessed from surface by the
successive removal of layers of material usually creating a large pit at the
surface of the earth.
 - 5 -




---



##### Table of Contents



ounce or oz.
    
    a troy ounce or 20 pennyweights or 480 grains or 31.103 grams.petrology
    
    a field of geology which focuses on the study of rocks and the conditions by
which they form. There are three branches of petrology, corresponding to the
three types of rocks: igneous, metamorphic, and sedimentary.pre-feasibility study
    
    a comprehensive study of the viability of a mineral project that has advanced
to a stage where the mining methods, in the case of underground mining, or the
pit configurations, in the case of an open pit, has been established, where
effective methods of mineral processing has been determined, and includes a
financial analysis based on reasonable assumptions of technical, engineering,
legal, operating, and economic factors and evaluation of other relevant factors
which are sufficient for a Qualified Person, acting reasonably, to determine if
all or part of the Mineral Resource may be classified as a Mineral Reserve.probable reserve
(Canadian definition)
    
    the economically mineable part of an indicated and, in some circumstances, a
measured mineral resource demonstrated by a least a preliminary feasibility
study. This study must include adequate information on mining, processing,
metallurgical, economic and other relevant factors that demonstrate, at the
time of reporting, that economic extraction can be justified.probable reserve
(U.S. definition)
    
    reserves for which quantity and grade and/or quality are computed from
information similar to that used for proven (measured) reserves, but the sites
for inspection, sampling, and measurement are farther apart or are otherwise
less adequately spaced. The degree of assurance, although lower than that for
proven (measured) reserves, is high enough to assume continuity between points
of observation.Prospect
    
    an area prospective for economic minerals based on geological, geophysical,
geochemical and other criteria.production stage
    
    all companies engaged in the exploitation of a mineral deposit (reserve).proven reserve
(Canadian definition)
    
    the economically mineable part of a measured mineral resource demonstrated by
at least a preliminary feasibility study. This study must include adequate
information on mining, processing, metallurgical, economic and other relevant
factors that demonstrate, at the time of reporting, that economic extraction
can be justified.proven reserve
(U.S.definition)
    
    reserves for which (a) quantity is computed from dimensions revealed in
outcrops, trenches, workings or drill holes; grade and/or quantity are computed
from the results of detailed sampling and (b) the sites for inspection,
sampling and measurement are spaced so closely and the geologic character is so
well defined that size, shape, depth and mineral contents of reserves are well
established.qualified person
    
    an individual who is an engineer or geoscientist with at least five years of
experience in mineral exploration, mine development or operation or mineral
project assessment, or any combination of these; has experience relevant to the
subject matter of the mineral project and any technical reports; and is a
member or licensee in good standing of a professional association.
 
 - 6 -




---



##### Table of Contents



reserve
    
    that part of a mineral deposit, which could be economically and legally
extracted or produced at the time of the reserve determination. Reserves are
customarily stated in terms of ore when dealing with metalliferous minerals
such as gold or silver.schists
    
    a metamorphic rock containing abundant particles of mica, characterized by
strong foliation, and originating from a metamorphism in which directed
pressure plays a significant role.shaft
    
    a vertical or inclined tunnel in an underground mine driven downward from
surface.shear
    
    a tabular zone of faulting within which the rocks are crushed and flattened.skarn
    
    a lime-bearing silicate derived from nearly pure limestone and dolomite with
the introduction of large amounts of silicon, aluminum, iron, and magnesium.stoping
    
    the act of mining in a confined space.stratigraphic units
    
    sequences of bedded rocks in specific areas.strike
    
    the direction of line formed by intersection of a rock surface with a
horizontal plane. Strike is always perpendicular to direction of dip.thrust fault
    
    a particular type of fault, or break in the fabric of the Earths crust with
resulting movement of each side against the other, in which a lower
stratigraphic position is pushed up and over another. This is the result of
compressional forces.trenching
    
    the surface excavation of a linear trench to expose mineralization for sampling.vein
    
    a tabular body of rock typically of narrow thickness and mineralized occupying
a fault, shear, fissure or fracture crosscutting another pre-existing rock.
  1 mile (mi)
    
    = 1.609 kilometres (km)
    
    2,204 pounds (lbs)
    
    = 1 tonne1 yard (yd)
    
    = 0.9144 meter (m)
    
    2,000 pounds/1 short ton
    
    = 0.907 tonne1 acre
    
    = 0.405 hectare (ha)
    
    1 troy ounce
    
    = 31.103 grams1 kilometre (km)
    
    = 1,000 meters
 - 7 -




---



##### Table of Contents



PART I
 
 ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
  
 ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3: KEY INFORMATION
 
 Selected Financial Data
 Financial
Statements
  
 Table No. 1: Selected Financial Data
 
 Year
    
    Year
    
    Year
    
    Year
    
    YearEnded
    
    Ended
    
    Ended
    
    Ended
    
    EndedDecember
    
    December
    
    December
    
    December
    
    December(CAD$)
    
    31, 2008
    
    31, 2007
    
    31, 2006
    
    31, 2005
    
    31, 2004CANADIAN GAAPRevenue
    
    
    7,755,495
    
    
    
    6,996,257
    
    
    
    1,644,040
    
    
    Nil
    
    
    NilIncome (Loss) for the Period
    
    
    (8,474,733
    )
    
    
    (8,941,689
    )
    
    
    (9,478,887
    )
    
    
    (2,768,461
    )
    
    
    (2,182,459
    )Basic & Diluted Earning
(Loss) Per Share
    
    
    (0.04
    )
    
    
    (0.04
    )
    
    
    (0.06
    )
    
    
    (0.02
    )
    
    
    (0.02
    )Dividends Per Share
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    NilPeriod-end Shares
    
    
    232,423,101
    
    
    
    232,377,011
    
    
    
    164,678,791
    
    
    
    131,846,200
    
    
    
    97,748,660Cash
    
    
    5,096,418
    
    
    
    26,656,146
    
    
    
    4,101,536
    
    
    
    404,987
    
    
    
    5,597,628Working Capital
    
    
    6,642,509
    
    
    
    25,342,329
    
    
    
    1,720,050
    
    
    
    (1,862,041
    )
    
    
    717,921Mineral Properties
    
    
    9.564,422
    
    
    
    9,818,923
    
    
    
    10,015,755
    
    
    
    10,060,904
    
    
    
    10,060,904Deferred Development and
Exploration
    
    
    30,708,439
    
    
    
    21,707,466
    
    
    
    13,724,846
    
    
    
    13,089,242
    
    
    
    8,375,473Long-term Liabilities
    
    
    1,282,002
    
    
    
    721,686
    
    
    
    890,322
    
    
    
    351,428
    
    
    
    1,231,119Capital Stock
    
    
    104,206,522
    
    
    
    104,159,423
    
    
    
    66,074,507
    
    
    
    49,709,671
    
    
    
    38,749,225Shareholders Equity
    
    
    59,931,771
    
    
    
    67,241,595
    
    
    
    35,963,859
    
    
    
    27,386,599
    
    
    
    18,105,269Total Assets
    
    
    66,473,613
    
    
    
    71,650,159
    
    
    
    41,556,694
    
    
    
    30,510,086
    
    
    
    24,418,374US GAAPNet Income (Loss)
    
    
    (13,564,950
    )
    
    
    (16,924,309
    )
    
    
    (10,231,323
    )
    
    
    (7,434,680
    )
    
    
    (6,720,137
    )Income (Loss) Per Share 
basic & diluted
    
    
    (0.06
    )
    
    
    (0.08
    )
    
    
    (0.06
    )
    
    
    (0.06
    )
    
    
    (0.08
    )Mineral Properties
    
    
    9,526,922
    
    
    
    9,781,423
    
    
    
    9,978,255
    
    
    
    10,060,904
    
    
    
    10,060,904Deferred Development and
Exploration
    
    
    3,910,756
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    NilShareholders Equity
    
    
    33,017,256
    
    
    
    45,417,297
    
    
    
    22,122,181
    
    
    
    14,297,357
    
    
    
    9,729,796Total Assets
    
    
    39,559,098
    
    
    
    49,825,861
    
    
    
    27,228,479
    
    
    
    17,420,844
    
    
    
    16,042,901
 
 - 8 -




---



##### Table of Contents



Table No. 2: U.S. Dollar/Canadian Dollar
 Average
    
    High
    
    Low
    
    CloseFebruary 2009
    
    
    
    
    
    
    1.2710
    
    
    
    1.2190
    
    
    
    1.2710January 2009
    
    
    
    
    
    
    1.2749
    
    
    
    1.1822
    
    
    
    1.2365December 2008
    
    
    
    
    
    
    1.2971
    
    
    
    1.1962
    
    
    
    1.2240November 2008
    
    
    
    
    
    
    1.2850
    
    
    
    1.1502
    
    
    
    1.2360October 2008
    
    
    
    
    
    
    1.2942
    
    
    
    1.0607
    
    
    
    1.2158September 2008
    
    
    
    
    
    
    1.0797
    
    
    
    1.0338
    
    
    
    1.0597Fiscal Years Ended:12/31/2008
    
    
    1.0713
    
    
    
    
    
    
    
    
    
    
    
    1.224012/31/2007
    
    
    1.0748
    
    
    
    
    
    
    
    
    
    
    
    0.991312/31/2006
    
    
    1.1341
    
    
    
    
    
    
    
    
    
    
    
    1.152812/31/2005
    
    
    1.2115
    
    
    
    
    
    
    
    
    
    
    
    1.165612/31/2004
    
    
    1.3017
    
    
    
    
    
    
    
    
    
    
    
    1.203412/31/2003
    
    
    1.4008
    
    
    
    
    
    
    
    
    
    
    
    1.2923
  
 Capitalization and Indebtedness
  
 Reasons For The Offer And Use Of Proceeds
  
 Risk Factors
  Not All Of The Company Mineral Properties Contain A Known Commercially Mineable Mineral Deposit:
 - 9 -




---



##### Table of Contents



The Company May be Dependent Upon Its Ability to Raise Funds In Order to Carry Out Its Business:
 The Company Requires Substantial Funds to Build its Proposed Mine at the Phuoc Sun Property which
it may not be Able to Raise in the Current Economic Environment:
 The Company Used A Pre-Feasibility Study And Did Not Complete A Feasibility Study Before Making Its
Decision To Place The Bong Mieu Central Gold Mine (VN220) Into Production:
 - 10 -




---



##### Table of Contents



The Company Conducted Only Limited Drilling On Its Bong Mieu Property So Its Decision To Place The
Bong Mieu Central Gold Mine (VN220) Into Production May Have Been Based Upon Incomplete
Information:
 Because The Companys Testing Of Its Mining Process At The Bong Mieu Central Gold Mine (VN220) Was
Limited To Small Pilot Plant And Bench Scale Testing, It May Be Unable To Obtain The Expected
Metallurgical Recoveries When It Scales Up Its Operations, Rendering The Project Unprofitable:
  - 11 -




---



##### Table of Contents



The Company Will Not Be Able to Insure Against All Possible Risks:
 Commodity Price Fluctuations  The Value of our Mineral Properties is Dependent Upon Gold Prices
Which Can Fluctuate Widely.
   - 12 -




---



##### Table of Contents



The Company May Not be Able to Compete with Other Mining Companies for Mineral Properties,
Investment Funds, Personnel and Technical Expertise:
 If The Company Does Not Comply With All Applicable Regulations, It May be Forced to Halt Its
Business Activities:
 Non-Compliance With Environmental Regulation May Hurt The Companys Ability To Perform Its Business
Activities:
 If The Company is Unable To Obtain And Keep In Good Standing Certain Licences, It will be Unable to
Explore, Develop or Mine any of Its Property Interests:
 If The Company Does Not Make Certain Payments Or Fulfill Other Contractual Obligations, It May Lose
Its Option Rights And Interests In Its Joint Ventures:
 - 13 -




---



##### Table of Contents



Title To Assets Can Be Challenged Or Impugned Which Could Prevent The Company From Exploring,
Developing Or Operating At Any Of Its Properties:
 Political And Economic Instability In Vietnam Or The Philippines Could Make It More Difficult Or
Impossible For the Company To Conduct Its Business Activities:
  Exchange Rate And Interest Rate Fluctuations May Increase The Companys Costs:
 Our Stock Price Could Be Volatile:
 - 14 -




---



##### Table of Contents



The Company Stock Will Be A Penny Stock Which Imposes Significant Restrictions On Broker-Dealers Recommending The Stock For Purchase
 The Company Does Not Plan To Pay Any Dividends In The Foreseeable Future:
 Shareholders Could Suffer Dilution Of The Value Of Their Investment If The Company Issue Additional
Shares:
 In The Event That Key Employees Leave The Company, The Company Would Be Harmed Since It Is Heavily
Dependent Upon Them For All Aspects Of The Companies Activities:
 Management May Be Subject To Conflicts Of Interest Due To Their Affiliations With Other Resource
Companies:
 - 15 -




---



##### Table of Contents



Future Sales Of Common Shares By Existing Shareholders Could Decrease The Trading Price Of The
Common Shares:
 
 ITEM 4: INFORMATION ON THE COMPANY
 
 History and Development of the Company
     - 16 -




---



##### Table of Contents



- 17 -




---



##### Table of Contents



www.sedar.com
    Amalgamation with Zedex Mineral Limited
   
 - 18 -




---



##### Table of Contents



Table No. 3: Financings
 Number ofFiscal Year
    
    Nature of Issuance
    
    Shares
    
    Capital RaisedDecember 31, 2000
    
    Private Placement (1)
    
    
    6,625,000
    
    
    $
    1,840,000December 31, 2001
    
    Private Placement (2)
    
    
    10,964,500
    
    
    $
    3,944,000December 31, 2002
    
    Nil

    
    Nil
    
    
    NilDecember 31, 2003
    
    Private Placement (3)
    
    
    21,163,459
    
    
    $
    6,832,063December 31, 2004
    
    Private Placement (4)
    
    Nil
    
    
    NilDecember 31, 2005
    
    Private Placement(5)
    
    
    32,645,000
    
    
    $
    11,063,500December 31, 2006
    
    Private Placement (6)
    
    
    27,000,000
    
    
    $
    15,660,000December 31, 2007
    
    Private Placement and Public Offering (7) (8)
    
    
    60,106,503
    
    
    $
    37,153,601
  (1)
    
    In 2000, the Company raised a total of $1,840,000 through two separated financings:
 (i.)
    
    In March 2000, 4,500,000 units were sold for $0.22/unit. Each unit was
comprised of one common share and one two-year share purchase warrant entitling the
holders to acquire up to 4,500,000 shares at $0.30/unit during the first year and at
$0.40/unit during the second year;(ii.)
    
    In August 2000, 2,125,000 common shares were issued at $0.40/share to
various holders.
 (2)
    
    In 2001, the Company completed three financings and raised a total of $3,944,000:
 (i.)
    
    In February, 1,200,000 units were sold for $0.60/unit. Each unit was
comprised of one common share and one share purchase warrant, each whole purchase
warrant exercisable at an exercise price of $0.75/warrant for a one-year period, and
$1.00/warrant for the second year;(ii.)
    
    In July, 552,000 units were sold for $0.50/unit. Each unit was comprised
of one common share and one share purchase warrant, each whole purchase warrant
exercisable at an exercise price of $0.65/warrant for a one-year period, and
$1.00/warrant for the second year;(iii.)
    
    In December, 9,212,500 units were sold for $0.32/unit. Each unit was comprised of
one common share and one share purchase warrant, each whole purchase warrant
exercisable at an exercise price of $0.32.
 (3)
    
    In 2003, a total placement, raising $6,832,063 was completed in three closings:
 (i.)
    
    In February, 1,562,750 units were sold for 0.40/unit. Each unit was
comprised of one common share and one share purchase warrant, each whole purchase
warrant exercisable at an exercise price of $0.40/unit for a one-year period;(ii.)
    
    In March, 3,267,500 units were sold for $0.40/unit. Each unit was
comprised of one common share and one share purchase warrant, each whole purchase
warrant exercisable at an exercise price of $0.50/warrant for a one-year period;(iii.)
    
    In October, 16,333,209 units were sold for $0.30/unit. Each unit consists of one
common share and one-half of one common share purchase warrant, each whole purchase
warrant exercisable at an exercise price of $0.40/unit for a one-year period and
thereafter at a price of $0.50/unit for a one-year period.
 - 19 -




---



##### Table of Contents



(4)
    
    On June 29, 2004, the Company closed a Vend-In Agreement, whereby it acquired the remaining
42.82% interest in the NVMC joint venture. The acquisition resulted in the issuance of
13,483,133 common shares of the Company of which Zedex received 3,205,467 shares and Ivanhoe
received 10,277,646 shares. No capital was raised in this transaction.
 (5)
    
    In 2005, a total placement, raising $11,063,500 was completed in two closings:
 (i.)
    
    In January, the Company closed a $5,080,000 private placement with Dragon
Capital Markets Limited (Dragon Capital) by issuing 12.7 million common shares
priced at $0.40/unit. In consideration for its service, Dragon Capital was paid a
finders fee of US$261,471 and was granted 1,270,000 warrants exercisable at
$0.40/unit for a period of one year from the date of closing;(ii.)
    
    In September, the Company received $5,983,500 from the closing of a
private placement and issued 19,945,000 common shares priced at $0.30/share.
 (6)
    
    On March 31, 2006, a private placement closed where the Company issued 27,000,000 shares at
$0.58 raising $15,660,000.
 (7)
    
    On March 19, 2007, the Company completed a non-brokered private placement, of 21,428,571
shares at a price of $0.56 per share, for gross proceeds of $12,000,000 and net proceeds of
$11,967,772. The net proceeds were used for ongoing exploration, feasibility studies and
development work on the Companys mineral projects and for general corporate purposes.
 (8)
    
    On August 10, 2007, the Company closed an offering (the Offering) of units of the Company
(Units) for aggregate gross proceeds of $25,000,000 (the Closing). Pursuant to the
Offering, the Company issued and sold a total of 38,461,538 Units at a price of $0.65 per
Unit. Each Unit was comprised of one common share of the Company (a Share) and one-half of
one common share purchase warrant (Warrant). Each whole Warrant will be exercisable at $0.80
until August 10, 2009. The Company granted the Agents an over-allotment option (the
Over-Allotment Option) exercisable in whole or in part at the sole discretion of the Agents,
for a period of 30 days from closing of the Offering, to purchase up to an additional
5,769,230 Shares (Additional Shares) at a price of $0.62 per Additional Share and up to an
additional 2,884,615 Warrants (Additional Warrants) at a price of $0.06 per Additional
Warrant, for further gross proceeds of up to $3,750,000, if exercised in full. In
consideration for their services, the Corporation paid a fee of $1,500,000 to the Agents
(equal to 6% of the gross proceeds realized from the sale of Units). The Agents were also
granted non-transferable options (the Compensation Options) to acquire 2,307,692 Units (each
an Agents Unit) (equal to 6% of the number of Units issued pursuant to the Offering). Each
Compensation Option is exercisable to acquire one Agents Unit at $0.65 until August 10, 2009.
Each Agents Unit consists of one common share of the Company and one-half of one common share
purchase warrant (Agents Warrants). Each whole Agents Warrant will be exercisable to
acquire one common share of the Company (a Agents Warrant Share) at a price of $0.80 per
Agents Warrant Share until August 10, 2009. On September 7, 2007,the over-allotment option
granted to the agents in connection with the Companys public offering of units (the
Offering), was exercised in respect of 216,394 common shares (Additional Shares) at a
price of $0.62 per Additional Share and 323,947 warrants (Additional Warrants) at a price of
$0.06 per Additional Warrant, resulting in additional gross proceeds of $153,601. Each whole
Warrant will be exercisable at $0.80 until August 10, 2009. The partial exercise of the
over-allotment options brings the aggregate gross proceeds to the Company under the Offering
to $25,153,601. The net proceeds from the Offering are being used for further exploration
and feasibility studies at the Companys Bong Mieu Gold and Phuoc Son Gold properties in
Vietnam and the Capcapo property in the Philippines and for working capital and general
corporate purposes.
 - 20 -




---



##### Table of Contents



Capital Expenditures
  
 As at
    
    Capital Assets, Mineral Properties and DeferredDecember 31
    
    Exploration and Development Costs2000
    
    $
    11,304,3252001
    
    
    11,241,7232002
    
    
    7,830,8892003
    
    
    8,735,5202004
    
    
    18,618,4672005
    
    
    29,600,0682006
    
    
    35,134,1312007
    
    
    42,620,9522008
    
    
    54,571,264
 
 
 Business Overview
 Forward-Looking Statements
 Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995
  - 21 -




---



##### Table of Contents



General
 General
      
 Description of Mining Industry
  - 22 -




---



##### Table of Contents



1.
    
    The amount of mineralization which has been established, and the likelihood of
increasing the size of the mineralized deposit through additional drilling;2.
    
    The expected mining dilution;3.
    
    The expected recovery rates in processing;4.
    
    The cost of mining the deposit;5.
    
    The cost of processing the ore to separate the gold from the host rocks,
including refining the precious or base metals;6.
    
    The costs to construct, maintain, and operate mining and processing activities;7.
    
    Other costs associated with operations including permit and reclamation costs
upon cessation of operations;8.
    
    The costs of capital;9.
    
    The costs involved in acquiring and maintaining the property; and10.
    
    The price of the precious or base minerals. For example, the price of one ounce
of gold for the years 2001-2008 ranged from a low of $271 U.S. in 2001, to a high of
US$1,011.25 in 2008. At March 19, 2009, the price of gold was $956.50 U.S. per
ounce1.
  
 1
    
    Based upon the Average Spot Price of Gold, London PM fix. - 23 -




---



##### Table of Contents




    
    seeking to sell the deposit or the Company to third parties;
    
    entering into a joint venture with larger mining company to
mine the deposit; or
    
    placing the property into production ourselves.
 Key Information. D. Risk Factors
 REGULATION OF MINING INDUSTRY AND FOREIGN INVESTMENT IN VIETNAM
    - 24 -




---



##### Table of Contents



4C. Organizational Structure
 
 
    - 25 -




---



##### Table of Contents



4D. Property, Plant and Equipment
 General
      Schedule of Investment Licenses
 GRANTPROJECT
    
    OWNER
    
    LICENSE
    
    AREA
    
    STATUS
    
    DATE
    
    TERM
    
    EXPIRY DATE1. Bong Mieu
    
    BOGOMIN
    
    IL 140/GPDC2
    
    30 Sq Km
    
    Granted
    
    5/3/91
    
    25 years
    
    5/3/20162. Phuoc Son
    
    PSGC
    
    IL 2355/GP
    
    70 Sq Km
    
    Granted
    
    20/10/2003
    
    30 years
    
    20/10/2033
 Schedule of Mining Licenses
 
 GRANT
    
    
    
    EXPIRYPROJECT
    
    MINE
    
    OWNER
    
    LICENSE
    
    AREA
    
    STATUS
    
    DATE
    
    TERM
    
    DATE1. Bong Mieu
    
    Ho Gan 
(VN220)
    
    BOGOMIN
    
    ML592/CNNg
    
    358 Ha
    
    Granted
    
    22/7/92
    
    25 years
    
    22/7/2017Bong Mieu
    
    Nui Kem 
(VN230)
    
    BOGOMIN
    
    ML592/CNNg
    
    358 Ha
    
    Granted
    
    22/7/92
    
    25 years
    
    22/7/2017Bong Mieu
    
    Ho Ray
    
    BOGOMIN
    
    Proposed new MLA
    
    Not yet defined
    
    Proposed
    
    
    
    
    
    2. Phuoc Son
    
    Dak Sa
 Bai Dat
    
    PSGC
    
    ML116/GP-BTNMT
    
    1.00 Ha
    
    Granted
    
    23/1/2006
    
    3.5 years
    
    23/7/2009
 
 - 26 -




---



##### Table of Contents



GRANT
    
    
    
    EXPIRYPROJECT
    
    MINE
    
    OWNER
    
    LICENSE
    
    AREA
    
    STATUS
    
    DATE
    
    TERM
    
    DATE2. Phuoc Son
    
    Dak Sa
Bai Go
    
    PSGC
    
    ML116/GP-BTNMT
    
    0.52 Ha
    
    Granted
    
    23/1/2006
    
    3.5 years
    
    23/7/2009
 
 Schedule of Exploration License
 Phuoc Son
    
    PSGC
    
    EL 67/GP-BTNMT
    
    42 Sq Km
    
    Granted
    
    10/01/2008
    
    2 years
    
    10/01/2010Bong Mieu
    
    BOGOMIN
    
    EL 2125/GP-BTNMT
    
    30 Sq Km
    
    Granted
    
    24/10/2008
    
    2 years
    
    24/10/2010
 Schedule of Certificates
 COMPANY
    
    TYPE OF CERTIFICATE
    
    DATE GRANTED
    
    TERM
    
    EXPIRY DATEBong Mieu Gold Mining Company
    
    Gold export certificate
    
    December 31, 2008
    
    1 year
    
    Dec 31, 2009Phuoc Son Gold Mining Company
    
    Gold export certificate
    
    December 31, 2008
    
    1 year
    
    Dec 31, 2009Bong Mieu Gold Mining Company
    
    Land Use Certificate
    
    October 9, 1993
    
    25 years
    
    September 2017
 Schedule of Exploration Tenements (Applications)
 PROJECT
    
    E.L. REG. #
    
    REG. HOLDER1. Phuoc Son
    
    67/GP-BTNMT
    
    PSGMC2. Bong Mieu
    
    2125/GP BTNMT
    
    BOGOMIN3. Capcapo
    
    MPSA#141, EXPA#085
    
    AMIC4. Khau Pum
    
    
    
    OPVL5. Phuoc Thanh
    
    
    
    PSGC6. Sanakham
    
    MEAPA
    
    OYM
 4D.1 Phuoc Son Gold Property
  - 27 -




---



##### Table of Contents



www.sedar.com
  - 28 -




---



##### Table of Contents



Property Description and Location
     - 29 -




---



##### Table of Contents



- 30 -




---



##### Table of Contents



Accessibility, Climate, Local Resources, and Infrastructure
    - 31 -




---



##### Table of Contents



2
 Geology
  Kham Duc Formation (Proterozoic):
 Avuong Formation (Paleozoic):
  History of Exploration on the Phuoc Son Gold Property
   
    
    Stage 1 (October 1998  March 1999): reconnaissance surveying of the then 100 square
kilometres license area, identification of the three major mineralized shear structures, and
commencement of detailed exploration over the first of these structures (the Dak Sa shear
zone);
    
    Stage 2 (April 1999  December 1999): continuation of detailed exploration over the
southern end of the Dak Sa shear zone (including mapping/sampling and diamond drilling six
holes at Bai Dat) and follow-up exploration at other sites (particularly at K7) within the
balance of the license area;
    
    Stage 3 (January 2000 to June 2000): grid soil sampling in the Dak Sa & K7 shear zones,
rock sampling, geological mapping, pan concentrate survey, diamond drilling of 29 holes at Bai
Dat, Bai Cu, Bai Chuoi and Bai Go, within the Dak Sa shear zone;
 - 32 -




---



##### Table of Contents




    
    Stage 4 (July 2000 to December 2000): detailed geological mapping, nine square kilometres
soil survey north of Bai Go, rock geochemistry, petrology and diamond drilling of 17 holes at
Bai Dat, Bai Cu, Bai Chuoi and Bai Go;
    
    Stage 5 (January 2001December, 2001): continuation of drilling with 31 additional holes at
the Bai Go, Bai Gio and Bo prospects, as well as geological mapping, rock and soil
geochemistry, pitting, surface and underground channel sampling, petrology, and gridding at
other prospects including K7, Hoa Son, Tra Lon, Suoi Cay, Vang Nhe, Khe Rin, Khe Do and Khe
Cop;
    
    Stage 6 (January 2002 to December, 2002): scout drilling at the Khe Rin, North Khe Do, Khe
Do, Bai Buom, Tra Long and K7 prospects (32 drillholes), as well as pitting at Nui Vang,
geological mapping/sampling, soil geochemistry, ground magnetometer surveying at Khe Rin-Khe
Do and Bai Buom, reconnaissance mapping elsewhere, including Vang Nhe, Tra Long, K7 and Hoa
Son; commencement of mine scoping studies at Dak Sa; and
    
    Stage 7 (January 2003 to December 31, 2003): in-fill, step-out and geotechnical diamond
drilling at Bai Dat, Bai Go, Bai Chuoi and Bai Cu (27 holes); preparation of mineral resource
estimates for the Bai Dat and Bai Go deposits; continuation of the scoping studies. A diamond
drilling program was completed at Bai Chuoi sector (between the Bai Dat and Bai Go deposits)
and soil geochemical surveys were being conducted elsewhere on the property.
  2004 Work
  2005 Work
  - 33 -




---



##### Table of Contents



2006 Work
  2007 Work
 www.sedar.com
  - 34 -




---



##### Table of Contents



South Deposit (Bai Dat)
   North Deposit (Bai Go)
  Other Phuoc Son Property Showings
  2008 Work
    - 35 -




---



##### Table of Contents



(f) Resource Estimates
 CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF
MEASURED AND INDICATED MINERAL RESOURCES
 
  
 CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF
INFERRED MINERAL RESOURCES
  
 (1) (2)
 
 Proven & Probable Reserve Estimates
 Gold Grade
    
    ContainedCategory
    
    Tonnes
    
    (g/t)
    
    Gold (oz)Proven
    
    
    235,650
    
    
    
    8.72
    
    
    
    66,070Probable
    
    
    694,740
    
    
    
    7.48
    
    
    
    167,080Total Proven & Probable Reserve Estimates
    
    
    930,390
    
    
    
    7.79
    
    
    
    233,150
 Measured & Indicated Mineral Resources
 Gold Grade
    
    ContainedCategory
    
    Tonnes
    
    (g/t)
    
    Gold (oz)Measured
    
    
    163,320
    
    
    
    12.76
    
    
    
    67,000Indicated
    
    
    546,350
    
    
    
    10.16
    
    
    
    178,470Total Measured plus Indicated Resources
    
    
    709,670
    
    
    
    10.76
    
    
    
    245,470
 Additional Resources * (Inferred resources are in addition to measured and indicated resources)
 - 36 -




---



##### Table of Contents



Gold GradeCategory
    
    Tonnes
    
    (g/t)
    
    Contained Gold (oz)Total Inferred
    
    
    1,884,200
    
    
    
    6.63
    
    
    
    401,640
 
 Notes:
 (1)
    
    The Phuoc Son resources were first independently reviewed by Watts, Griffis and McOuat
Limited. Copy of their report entitled A Technical Review of the Phuoc Son Gold Project in
Quang Nam Province, Vietnam, dated January 30, 2004, can be found in the Companys filings at
www.sedar.com.(2)
    
    The mineral reserve and mineral resource estimates contained in the above tables have been
prepared in accordance with the Canadian Securities Administrators National Instrument 43-101
Standards of Disclosure for Mineral Projects (NI 43-101). Although generally the NI 43-101
standards are similar to those used by the United States Securities and Exchange Commissions
(SEC) Industry Guide No. 7, the definitions in NI 43-101 differ in certain significant
respects from those under Industry Guide No. 7. Accordingly, mineral reserve and mineral
resource information contained herein may not be comparable to similar information disclosed
by U.S. companies. The diluted reserve estimates were first prepared by Olympus Staff in
January 2008 and validated by Terra Mining Consultants and Stevens and Associates (TMC/SA)
in March 2008. These estimates were both prepared in accordance with National Instrument NI
43-101 and the Council of the Canadian Institute of Mining, Metallurgy and Petroleum
definition standards. The reserve estimates are based on a 3 g/t Au stope cut-off, practical
stope and ore development layout and the application of appropriate dilution factors.
 
 
  
 
  
 
 www.sedar.com
 
 
  
 
  
 
  
 
  
 
  
 
 Commodity
    
    2007 Price
    
    2008 Price
    
    2009 PriceGold
    
    US$
    700/oz
    
    
    US$
    880/oz
    
    
    US$
    1,120/oz
 
 - 37 -




---



##### Table of Contents



YEAR
    
    GOLD PRICE (US$)2008
    
    
    9602009
    
    
    10502010
    
    
    10002011
    
    
    9002012
    
    
    8002013
    
    
    7502014
    
    
    7502015
    
    
    750
 
 4D.2 Bong Mieu Gold Property
 .
     - 38 -




---



##### Table of Contents



Property Description and Location
  - 39 -




---



##### Table of Contents



.
     - 40 -




---



##### Table of Contents



- 41 -




---



##### Table of Contents



Figure 4: Ho Gan Mining Map
 (b) Accessibility, Climate, Local Resources, and Infrastructure
   
  
 - 42 -




---



##### Table of Contents



(c) Geology
  Bong Mieu Central (Ho Gan Deposit)
  Bong Mieu East (Ho Ray Deposit & Thac Trang)
  Nui Kem
  
  
 History of Exploration on Bong Mieu Gold Property
   
  
  2004 Work
 - 43 -




---



##### Table of Contents



Bong Mieu Central (Ho Gan Deposit)
   Bong Mieu East (Ho Ray Deposit & Thac Trang)
   2005 Work
 Bong Mieu Central (Ho Gan Deposit)
  Bong Mieu Central
  
 
 Bong Mieu East  Ho Ray Deposit, Thac Trang and Rung De Prospects
 
  Nui Kem
   - 44 -




---



##### Table of Contents



2006 Work
    2007 Work
  www.sedar.com
  2008 Work
      Main mineral occurrences
  - 45 -




---



##### Table of Contents



Ho Gan (Bong Mieu Central)
   
 Ho Ray and Thac Trang (Bong Mieu East)
   
 Nui Kem (Bong Mieu Underground)
   Resource and Reserve Estimates
 
  
 
  
 
 Gold Grade
    
    ContainedCategory/Deposit
    
    Tonnes
    
    (g/t)
    
    Gold (oz)Proven (1)
    
    
    
    
    
    
    
    
    
    
    Probable(1)
    
    
    289,000
    
    
    
    2.90
    
    
    
    26,900Proven plus Probable (1)
    
    
    289,000
    
    
    
    2.90
    
    
    
    26,900
 
 - 46 -




---



##### Table of Contents



Notes:(1)
    
    Proven and probable reserve estimates were first prepared by Olympus in September
2005 and were independently validated by Terra Mining Consultants and Stevens & Associates
(TMC/SA) in August 2007. Both estimates were prepared in accordance with Canadian
National Instrument NI 43-101 and the Council of the Canadian Institute of Mining,
Metallurgy and Petroleum definitions standards. 
  
 
  
 
  
 
  
 
 www.sedar.com
 
 
  
 
 Measured & Indicated Resources
    
    Inferred Resources (3)Gold
    
    Contained
    
    
    
    
    
    
    
    Gold
    
    ContainedCategory/
    
    
    
    
    
    Grade
    
    Gold
    
    Category/
    
    
    
    
    
    Grade
    
    GoldDeposit
    
    Tonnes
    
    (g/t)
    
    (oz)
    
    Deposit
    
    Tonnes
    
    (g/t)
    
    (oz)Measured (1)
    
    
    1,071,900
    
    
    
    2.13
    
    
    
    73,400
    
    
    Inferred (1)
    
    
    4,739,800
    
    
    
    1.40
    
    
    
    213,340Indicated (1)
    
    
    2,511,600
    
    
    
    1.75
    
    
    
    141,310
    
    
    Historical Inferred (Underground) (2)
    
    
    1,220,000
    
    
    
    8.10
    
    
    
    317,700Historical M&I (Underground) (2)
    
    
    216,700
    
    
    
    6.51
    
    
    
    45,350Tungsten and Fluorine as Gold Equivalent (4)Measured
    
    
    
    
    
    
    
    
    
    
    32,340
    
    
    Inferred
    
    
    
    
    
    
    
    
    
    
    85,390Indicated
    
    
    
    
    
    
    
    
    
    
    52,380The Measured & Indicated Resource Estimates Includes Probable Reserves
 
 
 Notes:1.
    
    Bong Mieu resources were first estimated by Olympus (in accordance with National Instrument
NI 43-101 and the Council of the Canadian Institute of Mining, Metallurgy and Petroleum
definitions & - 47 -




---



##### Table of Contents



standards) and independently audited/updated by Watts Griffis and McOuat (WGM) in September 2004
Copy of the WGM report can be found within Company filings at www.sedar.com.2.
    
    Ho Ray and Thac Trang Deposit mineral resources: Employed a lower 0.5 g/t grade cutoff and 10
g/t grade upper cutoff. Updated by Olympus (March 2007) and validated by Terra Mining
Consultants and Stevens & Associates (TMC/SA) in August 2007 from the prior mineral resource
estimates prepared by Watts, Griffis and McOuat (WGM) in accordance with National Instrument
43-101 and the Council of the Canadian Institute of Mining, Metallurgy and Petroleum
definitions standards. A copy of the report titled Technical Review of the Bong Mieu Gold
Project in Quang Nam Province, Vietnam, dated August 31, 2007 by TMC/SA can be found in the
Companys filings at www.sedar.com. A recalculation of the Ho Ray -Thac Trang Resource
following drilling during 2008, (using upper and lower cutoffs of 10g/t Au and 0.5 g/t Au
respectively) was completed by Olympus staff and validated by TMC/SA in March 2009.Using values of US$210/MTU (2007 $250) for Tungsten and US$880/oz (2007 $700) for gold, the
value of the Tungsten in the Bong Mieu East Resource is equal to 170,110 ounces.3.
    
    Inferred resources are in addition to measured and indicated.4.
    
    Nui Kem Underground Historical Resources: Employed a lower 3.0 g/t grade cutoff and 30 g/t
grade upper cutoff. 
  
   
  
 Commodity
    
    2007 Price
    
    
    2008 Price
    
    
    2009 PriceGold
    
    US$700/oz

    
    
        US$880/oz

    
    
    US$1,120/ozTungsten
    
        US$250/MTU
    
    
        US$210/MTU
    
    
        US$150/MTU
 
 
 
  
  - 48 -




---



##### Table of Contents



4D.3 Capcapo Property, The Phillipines
     th
  - 49 -




---



##### Table of Contents



ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 The following is a discussion of the results of operations of the Company for the fiscal years
ended December 31, 2008, 2007, 2006, and 2005, and should be read in conjunction with the audited
financial statements of the Company for such periods, together with the accompanying notes,
included elsewhere in this Annual Report on Form 20-F. Unless indicated otherwise, all references
herein are to Canadian dollars. Please refer to Item 3: Key Information  for exchange rate
information on the Canadian dollar.
  Overview
  www.sedar.com
  - 50 -




---



##### Table of Contents



Operating Results
 Bong Mieu Gold Property
   Q4 Fiscal
    
    Q3 Fiscal
    
    Q2 Fiscal
    
    Q1 Fiscal2008
    
    2008
    
    2008
    
    2008
    
    2008
    
    2007Tonnes of ore milled
    
    
    34,562
    
    
    
    43,724
    
    
    
    45,040
    
    
    
    41,996
    
    
    
    165,322
    
    
    
    155,500Grade (g/t Au)
    
    
    4.48
    
    
    
    2.92
    
    
    
    2.82
    
    
    
    3.28
    
    
    
    3.31
    
    
    
    3.16Mill recoveries
(percent)
    
    
    69
    %
    
    
    57
    %
    
    
    63
    %
    
    
    65
    %
    
    
    64
    %
    
    
    62
    %Gold production
(ounces)
    
    
    3,422
    
    
    
    2,322
    
    
    
    2,580
    
    
    
    2,866
    
    
    
    11,191
    
    
    
    9,737Gold sales (ounces)
    
    
    2,876
    
    
    
    2,388
    
    
    
    2,625
    
    
    
    3,021
    
    
    
    10,910
    
    
    
    9,198Sales
    
    $
    2,831,848
    
    
    $
    2,163,781
    
    
    $
    2,327,742
    
    
    $
    2,889,616
    
    
    $
    10,212,987
    
    
    $
    6,996,257Cost of sales
    
    $
    2,782,088
    
    
    $
    2,255,149
    
    
    $
    1,807,184
    
    
    $
    1,650,724
    
    
    $
    8,495,143
    
    
    $
    5,523,193Amortization
    
    $
    959,500
    
    
    $
    911,215
    
    
    $
    568,266
    
    
    $
    560,941
    
    
    $
    2,999,922
    
    
    $
    1,863,354Royalties
    
    $
    19,462
    
    
    $
    37,594
    
    
    $
    44,014
    
    
    $
    36,071
    
    
    $
    137,141
    
    
    $
    112,336
   - 51 -




---



##### Table of Contents



Phuoc Son Gold Property
 www.sedar.com
   - 52 -




---



##### Table of Contents



Current Trends, Uncertainties, or Events that could Impact Company Results:
 1.
    
    Gold price volatility could impact profitability at the current operating mine and
economic viability at development and exploration projects;2.
    
    The ability of the Company to continue its activities is dependent upon obtaining the
necessary funding and/ or generating funds to continue its exploration and development
programs and/or the realization of proceeds from the sale of one or more of its properties
and/or assets. Management has determined that in the current economic circumstances, and
because of the uncertainty of raising funds in the capital markets, self funding of the
development of the Phuoc Son mine is the preferred option. Accordingly, the Company has
commenced toll treatment of the Phuoc Son ore at the Bong Mieu plant to enable self
funding;3.
    
    As a result of the Companys decision to fund its Phuoc Sun operations internally, and
in order to conserve cash, the Companys current policy is to ensure the Company operations
are cash positive before it expands its exploration programs. The Company has approved a
budget of U.S. $150,000 that will be predominantly dedicated to developmental drilling,
resource updates and feasibility studies. The key focus of the Company in 2009 and 2010
is to increase production output to ensure the Company operations are cash flow positive.
This will enable non-production related exploration and infill drilling programes to be
completed to increase its gold reserves and resources at Bong Mieu and Phuoc Son;4.
    
    Refer to Item 3D for a complete list of risks the Company faces.
 Managements Discussion and Analysis for the year ended December 31, 2008 and , 2007
 Results of Operation
   %2008
    
    2007
    
    Change
    
    Comments on variancesSales
    
    $
    7,755,495
    
    
    $
    6,996,257
    
    
    
    11
    
    
    The Bong Mieu
central plant sold
8,084 oz of gold
during the 2008
year(at an average
realized price of
US$883 per ounce)
compared to 9,198 oz
of gold in the same
period last year (at
an average realized
price of US$708 per
ounce).Cost of sales
    
    
    6,204,527
    
    
    
    5,523,193
    
    
    
    12
    
    
    Costs per ounce of
gold produced were
higher in the last
two quarters of 2008
mainly due to lower
recovery rates as a
result of high base
metal content and
processing of
development ore.
The 2007 costs per
ounce were also
considered high due
to lower recovery
rates and lower mill
tonnage.
 - 53 -




---



##### Table of Contents



%2008
    
    2007
    
    Change
    
    Comments on variancesAmortization
    
    
    2,630,938
    
    
    
    1,925,458
    
    
    
    37
    
    
    Increased as a
result of increased
investment in
Capital Assets.Management fees and
salaries
    
    
    3,092,628
    
    
    
    2,770,770
    
    
    
    12
    
    
    Increased as a
result of new
expenses for
deferred share units
issued under a new
deferred share unit
plan for
non-executive
directors and higher
independently
assessed salaries.Professional fees
    
    
    397,183
    
    
    
    782,058
    
    
    
    -49
    
    
    Decreased as a
result of lower
regulatory activity
and fees in 2008
when compared to
2007 which had more
audit and SOX review
fees, US
registration costs
and fees related to
the 2007 proposed
Zedex merger that
was withdrawn.Travel
    
    
    644,390
    
    
    
    574,569
    
    
    
    12
    
    
    Increase in number
of flights taken by
senior management to
Vietnam and Toronto.Investor relations
and promotion
    
    
    373,857
    
    
    
    527,466
    
    
    
    -29
    
    
    Lower for the 2008
year due to change
in marketing plans
in the second half
of the year to
reduce costs.Stock-based compensation
    
    
    1,063,160
    
    
    
    2,272,717
    
    
    
    -53
    
    
    Increased earlier in
2008 due to the
retention of a
compensation
consultant (see
salaries above)
however over the
year less
stock-based
compensation has
been awardedInterest expense (income)
    
    
    (587,390
    )
    
    
    (694,985
    )
    
    
    -16
    
    
    Interest income
decreased in 2008
due to the decreased
cash balance held.Foreign exchange loss (gain)
    
    $
    (352,756
    )
    
    $
    566,894
    
    
    
    162
    
    
    Exchange gain mainly
as a result of the
foreign exchange
rate fluctuations
impacting the value
of investments
denominated in US
dollars.
 Twelve Months Ended December 31, 2007 Compared to Twelve Months Ended December 31,
2006
   - 54 -




---



##### Table of Contents



Twelve Months Ended December 31, 2006 Compared to Twelve Months Ended December 31, 2005
   Government Economic, Fiscal, Monetary or Political Policies or Factors
   
 Liquidity and Capital Resources
    - 55 -




---



##### Table of Contents



Research and development, patents and licenses, etc
    
 Trend Information
  
 Off-Balance Sheet Arrangements
  - 56 -




---



##### Table of Contents



Tabular Disclosure of Contractual Obligations
 
 Table No. 4: Tabular Disclosure of Contractual Obligations as at December 31, 2008
 
 Payment Due by PeriodContractual Obligations at December
    
    
    
    
    
    Less than31 2008
    
    Total
    
    One Year
    
    1-3 Years
    
    3-5 Years
    
    > 5 YearsPayments Due ByCapital lease obligations
    
    $
    698,281
    
    
    $
    698,281
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating lease obligations
    
    
    488,188
    
    
    
    234,634
    
    
    
    172,517
    
    
    
    81,037
    
    
    
    Purchase obligations 
supplies and services
    
    
    2,371,582
    
    
    
    2,185,629
    
    
    
    185,953
    
    
    
    
    
    
    
    Purchase obligations  capital
    
    
    355,342
    
    
    
    355,342
    
    
    
    
    
    
    
    
    
    
    
    Asset retirement obligations
    
    
    1,420,407
    
    
    
    138,405
    
    
    
    511,185
    
    
    
    646,885
    
    
    
    123,932Total
    
    $
    5,333,800
    
    
    $
    3,612,291
    
    
    $
    869,654
    
    
    $
    727,922
    
    
    $
    123,932
 
 
 ITEM 6: DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES
 
 Directors and Senior Management
  
 Table No. 5: Directors and Senior Management
 
 Date of FirstElection or
    
    Term of OfficeName
    
    Title
    
    Date of Birth
    
    Appointment
    
    of the DirectorsDavid A. Seton
    
    Executive Chairman,
Chief Executive
Officer and
Director
    
    Dec. 13, 1955
    
    Aug. 23, 1996
    
    3 yearJon Morda
    
    Director
    
    Jan. 13, 1952
    
    Aug. 16, 2005
    
    3 yearsJohn A.G. Seton
    
    Director
    
    Jan. 10, 1963
    
    July 7, 1999
    
    2 yearsT. Douglas Willock
    
    Director
    
    Jan. 8, 1953
    
    Feb. 16, 2006
    
    2 yearsPeter Tiedemann
    
    Chief Financial Officer
    
    Sept 18,1942
    
    July 25, 2006
    
    n/aCharles Barclay
    
    Chief Operating Officer
    
    Dec. 18, 1950
    
    July 13, 2006
    
    n/aT. Rodney P. Jones
    
    VP  Exploration
    
    Aug. 26, 1944
    
    Aug. 6, 2007
    
    n/aJim Hamilton
    
    VP  Investment Relations
    
    Oct. 7, 1951
    
    Mar. 17, 2008
    
    n/aRussell Graham
    
    VP - Finance Vietnam
    
    May 21, 1965
    
    Aug. 6, 2007
    
    n/aHuong Le-Dao
    
    VP  Human Resources
    
    Jan 1, 1970
    
    Sept. 1, 2008
    
    n/aLouis Montpellier
    
    Corporate Secretary
    
    Nov 13, 1953
    
    Mar. 17, 2008
    
    n/a
 
 - 57 -




---



##### Table of Contents



David A. Seton, Chairman of the Board of Directors, Chief Executive Officer
  Jon Morda, Director
  John A.G. Seton, Director
  T. Douglas Willock, Director
  Peter Tiedemann, Chief Financial Officer
  - 58 -




---



##### Table of Contents



Charles Barclay, Chief Operating Officer
  T. Rodney P. Jones, Vice President  Exploration
  Louis Montpellier, Corporate Secretary
  James Hamilton, Vice President- Investment Relations
 
  
 Russell Graham, Vice President Finance  Vietnam
 
  
 - 59 -




---



##### Table of Contents



Huong Le-Dao, Vice President  Human Resources
 
   
 Compensation
  - 60 -




---



##### Table of Contents



Long Term CompensationAnnual Compensation
    
    Awards
    
    PayoutsOther
    
    
    
    
    
    Restricted
    
    
    
    AllAnnual
    
    Securities
    
    Shares or
    
    
    
    OtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Compen-
    
    Under Options/
    
    Restricted
    
    LTIP
    
    Compen-Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    sation
    
    SARs Granted
    
    Share Units
    
    Payouts
    
    sationPosition
    
    Year
    
    ($)(1)
    
    ($)
    
    ($)
    
    (#)(2)
    
    ($)
    
    ($)
    
    ($)David A. Seton(3)
    
    
    2008
    
    
    
    240,000
    
    
    
    12,000
    
    
    
    N/A
    
    
    
    1,809,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AExecutive ChairmanJohn Seton(4)
    
    
    2008
    
    
    
    25,000
    
    
    Nil
    
    
    35,000
    
    
    Nil
    
    
    N/A
    
    
    
    N/A
    
    
    $
    110,653DirectorJon Morda
    
    
    2008
    
    
    
    30,000
    
    
    Nil
    
    
    35,000
    
    
    Nil
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADirectorKevin Flaherty
    
    
    2008
    
    
    
    30,000
    
    
    Nil
    
    
    35,000
    
    
    Nil
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADirectorDouglas Willock
    
    
    2008
    
    
    
    30,000
    
    
    Nil
    
    
    35,000
    
    
    Nil
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADirectorLouise Montpellier
    
    
    2008
    
    
    Nil
    
    Nil
    
    
    N/A
    
    
    
    250,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ACorporate SecretaryPeter Tiedemann
    
    
    2008
    
    
    
    160,000
    
    
    
    8,000
    
    
    
    N/A
    
    
    
    426,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ACFO (7)Charles Barclay(5)
    
    
    2008
    
    
    
    175,000
    
    
    
    8,750
    
    
    
    N/A
    
    
    
    426,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AVP OperationsHuong Le-Dao(9)
    
    
    2008
    
    
    
    50,000
    
    
    Nil
    
    
    N/A
    
    
    
    153,850
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AVP Human ResourcesJames Hamilton
    
    
    2008
    
    
    
    132,000
    
    
    
    6,600
    
    
    
    N/A
    
    
    
    319,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AVP Investor RelationsRussell Graham
    
    
    2008
    
    
    
    142,000
    
    
    
    7,100
    
    
    
    N/A
    
    
    
    319,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AVP Finance VietnamColin Patterson
    
    
    2008
    
    
    
    220,305
    
    
    Nil
    
    
    N/A
    
    
    Nil
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APamela
    
    
    2008
    
    
    
    170,380
    
    
    
    10,950
    
    
    
    N/A
    
    
    Nil
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ACampagnoni(8)Rodney Jones(6)
    
    
    2008
    
    
    
    155,000
    
    
    
    7,750
    
    
    
    N/A
    
    
    
    319,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AVP Exploration
 
 - 61 -




---



##### Table of Contents



NOTES:(1)
    
    Amounts converted to Canadian dollars using Bank of Canada exchange rates at end of December
2008 rounded to the nearest dollar.(2)
    
    Figures represent options granted during a particular year; see Aggregate Option table for
the aggregate number of options outstanding at year end.(3)
    
    Mr. Seton was appointed as CEO on February 4, 2008,(4)
    
    During 2008 the Company paid or accrued $110,653 for consulting and legal fees to entities
associated with John Seton, a director of the Company. These entities included (i) Jura
Trust, which is associated with John Seton, and (ii) Claymore Law, a law firm in which John
Seton is a principal(5)
    
    Mr. Barclay was appointed Chief Operating Officer on March 17, 2008.(6)
    
    Mr. Jones joined as VP  Exploration on August 6, 2007.(7)
    
    Mr. Tiedemann was appointed VP  Corporate Affairs of the Company on March 17, 2008. Prior
to that, he was the CFO and Corporate Secretary. He was reappointed to the role of CFO in
October 2008.(8)
    
    Ms. Campagnoni ceased employment with the Company in October 2008.(9)
    
    Ms. Le-Dao joined as VP- Human Resources in September 2008. 
 Termination Agreements for Directors and Senior Officers
  Termination
   1)
    
    a receiver or liquidator is appointed in respect of the Company; or
 2)
    
    the Company fails to pay any moneys payable hereunder within fourteen (14) calendar days of
the due date and shall further fail to pay such moneys within fourteen (14) calendar days of
receiving written notice of such failure from the Executive.
   - 62 -




---



##### Table of Contents



(i)
    
    the Executives full fee through to the date of termination at the amount in effect at
the time the Companys Notice of Termination was given, the amount of any allowable
expenses reimbursable, plus an amount equal to the amount, if any, of any bonuses
previously made to the Executive which have not been paid;(ii)
    
    in lieu of further fees for periods subsequent to the date of the Companys Notice of
Termination, a payment:
 equal to three (3) months of the Executives then existing annual fees should
termination occur within the first twelve (12) months from the date the Executive
commenced providing services to the Company; orequal to six (6) months of the Executives then existing annual fees should termination
occur after the first twelve (12) months from the date the Executive commenced providing
services to the Company; and
 (iii)
    
    the Executives options on shares of the Company shall remain in full force and effect
for the earlier of the expiry date of such options or twelve (12) months following the
Companys Notice of Termination and the option agreements shall be deemed to have been
amended, to the extent required, to the effect that any provision which would otherwise
terminate such options as a result of the termination of the Executives services shall be
null and void.
     - 63 -




---



##### Table of Contents



(i)
    
    the Executives fees through to the Date of Resignation at the amount of the
Executives then existing annual fee at the time notice of termination or notice of
resignation was given, the amount of any reimbursable expenses, plus an amount equal to
the amount, if any, of any bonuses previously made to the Executive which have not been
paid, accrued vacation and any other amounts due upon termination or resignation;(ii)
    
    in lieu of further fees for periods subsequent to the Date of Resignation, a
payment equal to the number of months set out in Schedule B at the rate of the
Executives then existing annual fee and incentive bonus pursuant to Schedule B; and(iii)
    
    in lieu of common shares of the Company issuable upon exercise of options, if any,
previously granted to the Executive under the Companys incentive programs and remaining
unexercised at 5:00 p.m. (Toronto time) on the fourth calendar day following the Date of
Resignation, which options shall be cancelled upon the payment referred to herein, a cash
amount equal to the aggregate difference between the exercise price of all options held
by the Executive, whether or not then fully exercisable, and the higher of (i) the
average of the closing prices of the Companys common shares as reported on the Toronto
Stock Exchange (or such other stock exchange on which the Companys shares may be listed)
for thirty (30) calendar days preceding the Date of Resignation or (ii) the average price
actually paid for the most highly priced one percent (1%) of the Companys common shares,
however and for whatever reason by any person who achieves control of the Company as such
term is defined in Section 2(g); and(iv)
    
    the Executive shall have the right, exercisable up to the fourth calendar day
following the Date of Resignation, to elect to waive the application of the provisions
regarding stock options, following the Date of Resignation. The Executive may exercise
this election on or before 5:00 p.m. Toronto time on such fourth calendar day by
delivering a notice in writing to the Company of such waiver whereupon:
 in accordance with the Companys stock option plan, the Executives unvested options
on shares of the Company shall immediately vest and the Executives vested options
on shares of the Company will expire within ninety (90) days of the Date of
Resignation; andthe Company shall be relieved of any obligation in connection with termination of
the Executives engagement to make the payment in Section 5(h)(iii).
 (v)
    
    The Executive agrees to accept such compensation in full satisfaction of any and
all claims the Executive has or may have against the Company and the Executive agrees to
execute and deliver a full and final release in writing of the Company with respect to
the same upon
 - 64 -




---



##### Table of Contents



payment of said sum, except monies owing by either party to the other up to the Date of
Resignation.
    
 Stock Option Plan
  1.
    
    The maximum number of options that can be issued at any one time cannot be higher than 12% of
the Companys issued and outstanding share capital (on a non-diluted basis).
 2
    
    Options are subject to an accelerated expiry term (the Accelerated Term) for those options
held by individuals who are no longer associated with the Company. The Accelerated Term
requires that options held by individuals who resign or are terminated from the Company expire
on the earlier of: (i) the original expiry term; or (ii) 90 days from the date of resignation
or termination; or (ii) the date provided for in the employment or consulting agreement
between participant and the Company; however, shareholder approval is required if this would
cause the options to extend beyond original expiry.
 3.
    
    The maximum number of shares that may be reserved for option grant to any one individual
insider in any 12 month period may not exceed 5% of the common shares issued and outstanding
(on a non-diluted basis) on the date of grant;
 4.
    
    The maximum number of shares that may be reserved for issuance to insiders of the Company may
not exceed 10% of the common shares issued and outstanding (on a non-diluted basis) on the
date of grant;
 5.
    
    The maximum number of shares that may be issued to insiders, as a group, within a one year
period may not exceed 10% of the common shares issued and outstanding (on a non-diluted basis)
on the date of issuance;
 6.
    
    The maximum number of shares that may be issued to any non-employee directors, as a group,
during any 12 month period shall not exceed 5% of the common shares issued and outstanding (on
a non-diluted basis) on the date of grant;
 7.
    
    Subject to the policies, rules and regulations of any lawful authority having jurisdiction
(including Exchange), the Board may, at any time, without further action by its shareholders,
amend the Plan or
 - 65 -




---



##### Table of Contents



any Option granted hereunder in such respects as it may consider advisable. The Board may not,
however, without the consent of the Participant, alter or impair any of the rights or
obligations under an Option theretofore granted. No Common Shares shall be issued under any
amendment to this Plan unless and until the amended Plan has been approved by the Exchange.
The Plan may be abandoned or terminated in whole or in part at any time by the Board, except
with respect to any Option then outstanding under the Plan
 8.
    
    The Option Price of any Option granted shall be determined by the Board but shall not be
less than the volume weighted average trading price of the common shares on the Exchange, or
another stock exchange where the majority of the trading volume and value of the listed shares
occurs, for the 5 trading days immediately prior to the date of grant (or, such other price
required by the Exchange) (calculated by dividing the total value by the total volume of
securities traded for the relevant period) (Market Price).
 9.
    
    Upon the announcement of any form of transaction (a Change of Control Transaction) which,
if completed, would constitute a Change of Control and under which Common Shares of the
Company are to be exchanged, acquired or otherwise disposed of, including a take-over bid, or
tender offer made for all or any of the issued and outstanding common shares, the Company
shall, as soon as practicable following the announcement of such Change of Control
Transaction, notify each Participant currently holding an Option of the Change of Control
Transaction, and all Options of the Participant which have not vested shall be deemed to be
fully vested and exercisable solely for purposes of permitting the Participant to exercise
such Options in order to participate in the Change of Control Transaction in respect of the
Common Shares (the Optioned Shares) thereby acquired.
 
  
 
 Board Practices
     - 66 -




---



##### Table of Contents



6D. Employees
 2006
    
    2007
    
    2008Vietnam
    
    
    340
    
    
    
    471
    
    
    
    539Elsewhere Worldwide
    
    
    5
    
    
    
    6
    
    
    
    8Total
    
    
    345
    
    
    
    477
    
    
    
    547
  
 6E. Share Ownership
 
  
 
 6.E.1 Details of Share Ownership
 
 Table No. 6: Shareholdings of Directors and Senior Management at December 1, 2009
 
 Shares ofCommon
    
    OptionsStock
    
    Vested orTitle of
    
    Name of Beneficial
    
    (Shares)
    
    Vesting within  60
    
    Beneficial
    
    Percent ofClass
    
    Owner
    
    Held
    
    days
    
    Ownership
    
    ClassCommon
    
    David A. Seton(1)
    
    
    23,334
    
    
    
    4,603,000
    
    
    
    4,626,334
    
    
    
    1.95Common
    
    John A. G. Seton(2)
    
    
    Nil
    
    
    
    1,166,667
    
    
    
    1,166,667
    
    
    
    0.50Common
    
    Jon Morda
    
    
    19,500
    
    
    
    413,333
    
    
    
    432,833
    
    
    
    0.19Common
    
    T. Douglas Willock
    
    
    91,000
    
    
    
    492,333
    
    
    
    583,333
    
    
    
    0.25Common
    
    Peter Tiedemann
    
    
    20,000
    
    
    
    908,667
    
    
    
    928,667
    
    
    
    0.40Common
    
    Charles Barclay
    
    
    Nil
    
    
    
    1,475,333
    
    
    
    1,475,333
    
    
    
    0.63Common
    
    Rod Jones
    
    
    Nil
    
    
    
    506,333
    
    
    
    506,333
    
    
    
    0.22Common
    
    James Hamilton
    
    
    35,090
    
    
    
    356,333
    
    
    
    391,423
    
    
    
    0.17Common
    
    Huong Le-Dao
    
    
    Nil
    
    
    
    51,283
    
    
    
    51,283
    
    
    
    0.02Common
    
    Louis Montpellier
    
    
    Nil
    
    
    
    83,333
    
    
    
    83,333
    
    
    
    0.04Common
    
    Russell Graham
    
    
    Nil
    
    
    
    206,333
    
    
    
    206,333
    
    
    
    0.09
 
  NOTES:(1)
    
    Mr. David Seton is the beneficial owner of 4,626,334 Shares (i) 23,334
Shares which he owns directly, and (ii) 4,603,000 Shares he may acquire pursuant to
the exercise of stock options. In January 2010 Mr. Seton was granted otions to
acquire an additional 1,573,585 Shares.(2)
    
    Mr. John Seton is the beneficial owner of 1,500,000 Shares, which are the Shares
he may acquire pursuant to the exercise of stock options. At December 1, 2009 he
owned no Shares directly. This amount does not include the 5,797,105 Shares he
acquired upon the completion of the Companys amalgamation with Zedex. Under the
terms of the Amalgamation, Mr. Seton, who owned 13,913,052 shares of Zedex, received
5,797,105 Shares of the Company in exchange for his Zedex shares. In addition, Mr.
Seton who held options to acquire 1,500,000 shares of Zedex, exchanged those options - 67 -




---



##### Table of Contents



for options to acquire to acquire 625,000 Shares of the Company, bringing the total
number of options he will have in the Company to 2,125,000 Shares. In January 2010
Mr. Seton received options to acquire an additional 1,000,000 Shares in the Company,
bringing his total number of options to 3,125,000 Shares.  
 Table No. 7: Stock Options Outstanding as at December 31, 2008
 
 Number ofCommon-voting
    
    Exercise
    
    
    
    
    
    ExpirationName
    
    Shares
    
    Price
    
    Grant Date
    
    DateDavid A. Seton
    
    
    1,000,000
    
    
    
    0.32
    
    
    Aug 31, 2005
    
    Aug 31, 20101,000,000
    
    
    
    0.32
    
    
    Sept 29, 2005
    
    Sept 29, 20103,000,000
    
    
    
    0.75
    
    
    Mar 5, 2007
    
    Mar 5, 20121,809,000
    
    
    
    0.40
    
    
    Jun 18, 2008
    
    Jan 1, 2013John A. G. Seton
    
    
    500,000
    
    
    
    0.32
    
    
    Aug 31, 2005
    
    Aug 31, 20101,000,000
    
    
    
    0.75
    
    
    Mar 5,  2007
    
    Mar 5,  2012Jon Morda
    
    
    180,000
    
    
    
    0.32
    
    
    Aug 31, 2005
    
    Aug 31, 2010350,000
    
    
    
    0.65
    
    
    Mar 5,  2007
    
    Mar 5,  2012T. Douglas Willock
    
    
    159,000
    
    
    
    0.55
    
    
    Feb 16, 2006
    
    Feb 16, 2011500,000
    
    
    
    0.65
    
    
    Mar 5,  2007
    
    Mar 5,  2012Kevin Flaherty
    
    
    250,000
    
    
    
    0.75
    
    
    May 2, 2007
    
    May 2, 2012Peter Tiedemann
    
    
    100,000
    
    
    
    0.51
    
    
    Jul 18, 2006
    
    Jul 18, 20111,000,000
    
    
    
    0.65
    
    
    Mar 5, 2007
    
    Mar 5, 2012426,000
    
    
    
    0.40
    
    
    Jun 12, 2008
    
    Jan 1, 2013Charles Barclay
    
    
    500,000
    
    
    
    0.36
    
    
    Jan 25, 2006
    
    Jan 25, 2011500,000
    
    
    
    0.43
    
    
    Nov 3, 2006
    
    Nov 3, 2011500,000
    
    
    
    0.65
    
    
    Aug 15, 2007
    
    Aug 15, 2012426,000
    
    
    
    0.40
    
    
    Jun 18, 2008
    
    Jan 1, 2013Rod P Jones
    
    
    600,000
    
    
    
    0.65
    
    
    Aug 15, 2007
    
    Aug 15, 2012319,000
    
    
    
    0.40
    
    
    Jul 23, 2008
    
    Jan 1, 2013Huong Le-Dao
    
    
    153,850
    
    
    
    0.40
    
    
    Sept 1, 2008
    
    Jan 1, 2013James Hamilton
    
    
    150,000
    
    
    
    0.32
    
    
    Nov 22, 2005
    
    Nov 21, 2010150,000
    
    
    
    0.65
    
    
    Aug 15, 2007
    
    Aug 13, 2012319,000
    
    
    
    0.40
    
    
    Jun 13, 2008
    
    Jan 1, 2013Louis Montpellier
    
    
    250,000
    
    
    
    0.62
    
    
    May 1, 2008
    
    Apr 30, 2013Russell Graham
    
    
    150,000
    
    
    
    0.65
    
    
    Aug 15, 2007
    
    Aug 15, 2012319,000
    
    
    
    0.40
    
    
    Jun 13, 2008
    
    Jan 1, 2013
 
 
 
 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
 
 
 Major Shareholders
 
 
 
  
 
 Name
    
    No. of Shares
    
    PercentageDragon Capital Group Limited
    
    
    98,369,184
    (1)
    
    
    30.38
    %Ho Chi Minh City, VietnamVina Capital Group Limited
    
    Awaiting shareholder
    
    Awaiting shareholderHo Chi Minh City, Vietnam
    
    disclosure (2)
    
    disclosure
 
 
  
 (1)
    
    According to a Schedule 13D filed jointly with the Commission on June 30, 2010 by Vietnam
Enterprise Investments Limited, Vietnam Growth Fund Limited, Vietnam Dragon Fund Limited,
Vietnam Resource Investments (Holdings) Limited, Dragon Capital Markets Limited, Dragon
Capital Management Limited, and Enterprise Investment Management Limited (Dragon Schedule
13D), (i) Vietnam Growth Fund Limited is the sole beneficial owner of 45,077,560 Shares,
(ii) Vietnam Enterprise Investments Limited is the sole beneficial owner of 19,708,500 Shares,
(iii) Vietnam Resources Investments(Holdings) Limited is the sole beneficial owner of
13,000,000 Shares, (iv) Vietnam Dragon Fund Limited is the sole beneficial owner of
19,163,124 Shares, (v) Dragon Capital Markets Limited is the sole beneficial owner of
1,270,000 Shares, (vi) Dragon Capital Management Limited has the sole dispositive and voting
power over 150,000 Shares, and shared dispositive and voting power of 96,949,184 Shares, and
(vii) Enterprise Investment Management Limited has shared dispositive and voting power over
19,708,500 Shares.Reference is made to the Dragon Schedule 13D for additional information on Dragon Capital Group
Limited including the source and amount of funds utilized in the investments in the Companys
Shares, the purpose of Dragon Capital Group Limiteds investments in the Company, information
relating to the voting and dispositive power over the Companys Shares, and the executive
officers and directors of each member of Dragon Capital Group Limited.(2)
    
    We believe that, at June 30, 2010, VinaCapital Group beneficially owns, directly or
indirectly, or exercises control or direction over shares carrying more than 5%, but less than
10%, of the Companys outstanding Shares. We believe that VinaCapital Group became a greater
than 5% shareholder following the Zedex amalgamation as its previous holdings in Zedex and the
Company are now combined. We have advised VinaCapital Group of its obligation to file a
Schedule 13D if it beneficially owns at least 5% of the Companys outstanding Shares. Once
VinaCapital Group files a Schedule 13D, if required to do so, we will disclose the amount of
its beneficial shareholdings in the Company. - 68 -




---



##### Table of Contents



Related Party Transactions
  (a)
    
    Paid or accrued $889,836 in 2008 for management fees and $301,626 in 2008 in reimbursement of
expenses incurred on behalf of the Company to companies controlled by officers of the Company.
The companies that were paid for management fees and reimbursement of expenses include the
following: Orangue Holdings Limited associated with David Seton; Momentum Resources
International Pty Ltd associated with Colin Patterson; Action Management Limited associated
with Charles Barclay; Wholesale Products Trading Limited associated with Peter Tiedemann; and
Cawdor Holdings Limited associated with Russell Graham. Expenses that were reimbursed include
the following costs: airfare, accommodation, meals, car rental, telecommunications, computer,
training courses, conferences and licenses. All of these management and consulting fees have
been disclosed in Item 6. B Directors, Senior Management, and Employees. Compensation.
 -69-




---



##### Table of Contents



(b)
    
    Paid or accrued $110,653 in 2008 for consulting and legal fees. The companies that were
paid for consulting fees include the following: Jura Trust (Jura) associated with John
Seton, a director of the Company; Claymore Law (Claymore) where John Seton is a principal.
The services provided are not under contract as the consulting and legal services are provided
on an ad hoc basis based on requests by the Company. These fees have been included in Item
6. B Directors, Senior Management, and Employees. Compensation. for John Seton under All
Other Compensation.(c)
    
    On January 1, 2006, Zedex Minerals Limited (Zedex) (a significant shareholder of the Company
at the time) was assigned the 2% gross production royalty, on the Bong Mieu sales, less
incremental costs when Ivanhoe assigned to Zedex all its rights, title and interest in and to
the debt, gross production royalties and royalty agreement. Refer to Exhibit 3.16. The
Company paid or accrued $143,031 in 2008 for royalties to Zedex, a shareholder of the Company.
The royalty is calculated as 2% of the net sales amount equal to the revenues for gold and
silver less refining and delivery costs.
  
 Interests of Experts and Counsel
 
  
 ITEM 8: FINANCIAL INFORMATION
 
 Consolidated Statements and Other Financial Information
    
 Significant Changes
  -70-




---



##### Table of Contents



ITEM 9: THE OFFER AND LISTING
 
 Common Share Trading Information
   
 TSX and TSX-V Common  Voting Shares Trading ActivityMonth and Year
    
    Low (CAD$)
    
    High (CAD$)February 28, 2009
    
    $
    0.11
    
    
    $
    0.18January 31, 2009
    
    
    0.07
    
    
    
    0.15December 31, 2008
    
    
    0.045
    
    
    
    0.075November 30, 2008
    
    
    0.045
    
    
    
    0.06October 31, 2008
    
    
    0.04
    
    
    
    0.12September 30, 2008
    
    
    0.115
    
    
    
    0.17Month and YearOctober  December 2008
    
    $
    0.04
    
    
    $
    0.125July  September 2008
    
    
    0.115
    
    
    
    0.25April  June 2008
    
    
    0.205
    
    
    
    0.39January  March 2008
    
    
    0.35
    
    
    
    0.50October  December 2007
    
    
    0.40
    
    
    
    0.61July  September 2007
    
    
    0.44
    
    
    
    0.78April  June 2007
    
    
    0.55
    
    
    
    1.20January  March 2007
    
    
    0.46
    
    
    
    0.72Annual (Fiscal Year):Ended December 31, 2008
    
    $
    0.04
    
    
    $
    0.50Ended December 31, 2007
    
    
    0.40
    
    
    
    1.20Ended December 31, 2006
    
    
    0.30
    
    
    
    0.94
 
 -71-




---



##### Table of Contents



TSX and TSX-V Common  Voting Shares Trading ActivityMonth and Year
    
    Low (CAD$)
    
    High (CAD$)Ended December 31, 2005
    
    
    0.215
    
    
    
    0.45Ended December 31, 2004
    
    
    0.28
    
    
    
    0.57
 
    otc bulletin Board (US $)
 
 Month and Year
    
    Low
    
    HighMarch 5, 2008- March 31, 2008
    
    
    0.36
    
    
    
    0.40April  June 2008
    
    
    0.20
    
    
    
    0.38July  September 2008
    
    
    0.12
    
    
    
    0.25October  December 2008
    
    
    0.04
    
    
    
    0.12January  February 2009
    
    
    0.06
    
    
    
    0.16
 
 otc bulletin Board (US $)
 
 Month and Year
    
    Low
    
    HighSeptember 2008
    
    
    0.12
    
    
    
    0.17October 2008
    
    
    0.05
    
    
    
    0.12November 2008
    
    
    0.04
    
    
    
    0.06December 2008
    
    
    0.04
    
    
    
    0.08January 2009
    
    
    0.06
    
    
    
    0.12February 2009
    
    
    0.11
    
    
    
    0.16
 
    -72-




---



##### Table of Contents



Markets
  
 Selling Shareholders
  
 Dilution
  
 Expenses of the Issue
  
 ITEM 10: ADDITIONAL INFORMATION
 
 Share Capital
  
 Memorandum and Articles of Association
 Common shares
     -73-




---



##### Table of Contents



Articles and By-laws
  General
   Directors
 Canada Business Corporation Act
    -74-




---



##### Table of Contents



Annual and special meetings
   
 Material Contracts
  1)
    
    Debt Finance Facility Agreementbetween Olympus Pacific Minerals Inc., Bong Mieu Gold
Mining Company Limited, Formwell Holdings Limited and Macquarie Bank Limited, dated
February 8, 2006. Refer to Item 5B for details on this agreement.2)
    
    Agreement for Fulfilment of Contract, dated September 16, 2006, between Phuoc Son Gold
Co. Ltd. and Huong Toan Company Ltd. This contract was cancelled on November 26, 2006.
Refer to Item 4D.1 for details on this contract and cancellation.3)
    
    Mining License No 116 / GP- BTNMT dated January 23, 2006. Refer to Item 4D.1 (a)
for details on this license.4)
    
    Gold Export Certificate dated January 25, 2006 and January 5, 2007. Refer to Item
4D.2 (a) for details on this license.5)
    
    Memorandum of Agreement and Supplement November 24, 2006  Refer to Item 4A for
details on this agreement.
 
 Exchange Controls
 Proceeds of Crime (Money Laundering) and Terrorist Financing Act Proceeds of Crime
(Money Laundering) and Terrorist Financing Act
 Investment Canada Act
 -75-




---



##### Table of Contents



Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act
 Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act
 Investment Canada Act Investment
Canada Act
 Investment Canada Act Investment Canada Act Investment Canada Act
 
 Taxation
 
 Certain Canadian Federal Income Tax Consequences  General
  -76-




---



##### Table of Contents



Dividends
  
 Disposition of Common Shares
   -77-




---



##### Table of Contents



United States Taxation
   US Holders
  Distributions on our Shares
  -78-




---



##### Table of Contents



Foreign Tax Credit
  -79-




---



##### Table of Contents



Disposition of our Shares
   Other Considerations
     -80-




---



##### Table of Contents



Shareholder Election
    Mark to Market Election
   -81-




---



##### Table of Contents



Controlled Foreign Corporation
  
 Dividends and Paying Agents
  
 Statements by Experts
  
 Documents on Display
  
 Subsidiary Information
  
 ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  -82-




---



##### Table of Contents



PART II
 
 ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  
 ITEM 15: CONTROLS AND PROCEDURES
 15.T.1 (a) Disclosure Controls and Procedures of the Companys Chief Executive Officer
  Managements Annual Report on Internal Control Over Financial Reporting
  
  
   -83-




---



##### Table of Contents



ITEM 16: AUDIT COMMITTEE
 
 Audit Committee Financial Expert
  
 Code of Ethics
   
 Principal Accountant Fees and Services
  
 Financial Year
    
    
    
    
    
    Audit RelatedEnding
    
    Audit Fees(1)
    
    Fees(2)
    
    Tax Fees(3)
    
    All Other Fees(4)2008
    
    
    $
    125,000
    
    
    Nil
    
    Nil
    
    Nil2007
    
    
    $
    125,000
    
    
    $
    60,000
    
    
    Nil
    
    $
    270,000
 
 
 (1)
    
    The aggregate audit fees billed.(2)
    
    The aggregate fees billed for assurance and related services that are reasonably related to
the performance of the audit or review of our consolidated financial statements which are not
included under the heading Audit Fees.(3)
    
    The aggregate fees billed for professional services rendered for tax compliance, tax advice
and tax planning.(4)
    
    The aggregate fees billed for products and services other than as set out under the headings
Audit Fees, Audit Related Fees and Tax Fees.  
 Exemptions From the Listing Standards for Audit Committees
  
 Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  PART III
 
 ITEM 17: FINANCIAL STATEMENTS
 1.
    
    Consolidated Balance Sheets of Olympus Pacific Minerals Inc. as at December 31, 2008 and
2007, Consolidated Statements of Operations and Deficit and Cash Flows for each of the three
years ended December 31, 2008, 2007, and 2006, reported on by Ernst & Young LLP,
Chartered Accountants. These statements are prepared in accordance with Canadian generally
accepted accounting principles,
 -84-




---



##### Table of Contents



which differ in certain respects from United States generally
accepted accounting principles. See Note 16 to the consolidated financial statements.
 
 ITEM 18: FINANCIAL STATEMENTS
  
 ITEM 19: EXHIBITS
 
 Financial Statements
 1.
    
    Consolidated Balance Sheets of Olympus Pacific Minerals Inc. as at December 31, 2008 and
December 31, 2007,Consolidated Statements of Operations and Deficit and Cash Flows for each
of the three years ended December 31, 2008, 2007, and 2006, reported on by Ernst & Young LLP,
Chartered Accountants. These statements are prepared in accordance with Canadian generally
accepted accounting principles, which differ in certain respects from United States generally
accepted accounting principles. See Note 16 to the consolidated financial statements.
 
 Exhibits
 
 1.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 1. Articles of
Incorporation and By Laws1.1.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 1.1 Certificates
of Status, Amendment, Continuance1.2.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 1.2 Bylaws as
currently in effect.2.
    
    Instruments defining the rights of holders of equity  refer to exhibit 1 under 19B.3.
    
    Material Contracts
 
 
 3.1.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.1 -
Mining Permit  dated July 22, 19923.2.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.2 -
Right to Use Land Certificate  dated October 9, 19933.3.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.3 -
Investment License  No: 140 / GP, dated March 5, 1991 and Amendments3.4.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.4  Debt
Finance Facility Agreement  dated February 8, 20063.5.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.5 -
Mining License No 116/GP BTNMT  dated January 23, 20063.6.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.7 -
Investment License No. 2355/GP  dated October 20, 20033.7.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.8 -
Joint Venture Agreement  dated March 5, 2003.3.8.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.9 -
Agreement for Fulfilment of Contract, dated September 16, 2006 and cancellation of
agreement on November 27, 2006.
 
 -85-




---



##### Table of Contents



3.9.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.9 -
Memorandum of Agreement and Supplement  November 24, 20063.10.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.9 -
Stock Option Plan  September 12, 20033.11.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.13 -
Management service agreement with Momentum Resources International Pty Ltd.  dated July
16, 2005 and amendment dated January 28, 2008.3.12.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.17 -
Argor Heraeus Refining Contract  dated January 11, 20053.13.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.18 -
Dragon Equity and Debt Financing dated December 17, 20043.14.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.19 -
Assignment Agreement among Ivanhoe Mines Ltd., Zedex Minerals Limited, and Olympus Pacific
Minerals, Inc. dated January 1, 20063.15.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.20 -
Certificate of Incorporation and Articles of Incorporation of Kadabra Mining Corp  May,
2007.3.16.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.22 -
Share Placement Documents dated March 19, 20073.17.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.23 -
Shareholders Rights Plan  dated June 25, 20073.18.
    
    Stock Option Plan  dated June 7, 20073.19.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.25 -
Code of Ethics  September 19, 20063.20.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.27 -
Framework of Laos and Cambodia Joint Venture Agreement, July 17, 2007.3.21.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.28 -
Exploration License dated January 10, 20083.22.
    
    Reference is made to the Amended Registration Statement of Form 20-F-A dated June 29,
2007, submitted to the Securities and Exchange Commission on June 29, 2007 for exhibits
19B.1  19B.3.24.3.23.
    
    Reference is made to the Amended Registration Statement of Form 20-F-A dated July 13,
2007 for exhibit 19B3.25 and November 13, 2007 for exhibits 19B.3.26 and 19B.3.27.3.24.
    
    Management Service Agreement with Huong Le-Dao dated September 1, 2008.3.25.
    
    Employment Agreement with Thomas Rodney Pervical Jones dated January 1, 2008.3.26.
    
    Management service agreement with Orangue Holdings Limited, dated January 1, 2008 to
provide the services of David Seton.3.27.
    
    Management service agreement with Action Management Limited, dated January 1, 2008,
to provide the services of Charles Barclay.3.28.
    
    Management Service Agreement with Wholesale Products Limited, dated January 1, 2008,
to provide the services of Peter Tiedemann.3.29.
    
    Management Service Agreement with Cawdor Holdings Limited, dated January 1, 2008, to
provide the services of Russell Graham.
 
 -86-




---



##### Table of Contents



3.30.
    
    Employment Agreement with James Hamilton dated January 1, 2008.3.31.
    
    Bong Mieu Exploration Licence No 2125/GP-BTNMT3.32.
    
    Gold Export Certificates  dated December 31, 20083.33.
    
    Addendum 3 to the Refining Contract of November 1st 2005 dated December 10,
2008 between Argor-Hearaeus SA and Bong Mieu Gold Mining Company.
 
 4.
    
    List of Subsidiaries
 The Company has the following subsidiaries:
 
 a.
    
    Formwell Holdings Ltd.  incorporated in British Virgin Islands;b.
    
    Bong Mieu Holdings Ltd.  incorporated in Thailand;c.
    
    Bong Mieu Gold Mining Company Limited  incorporated in Vietnam (80%
owned by Bong Mieu Holdings Ltd.;d.
    
    Olympus Pacific Vietnam Ltd.  incorporated in British Virgin Islands;e.
    
    New Vietnam Mining Corporation (NVMC)  incorporated in British Virgin
Islands;f.
    
    Phuoc Sun Gold Company Limited  incorporated in Vietnam (85% owned by
New Vietnam Mining Corporation (NVMC);g.
    
    Olympus Pacific Thailand Ltd.  incorporated in British Virgin
Islands;h.
    
    Kadabra Mining Corp.  incorporated in Phillipines;i.
    
    Olympus Pacific Minerals Inc Vietnam Ltd.  incorporated in Vietnam
 
 5.
    
    Consents
 5.1.
    
    Consent of Terra Mining Consultants and Stevens & Associates
 6.
    
    Certifications
 
 6.1.
    
    Certification of Chief Executive Officer6.2.
    
    Certification of Chief Financial Officer
 
 
 7.
    
    Certifications
 
 
 7.1.
    
    Certification of Chief Executive Officer7.2.
    
    Certification of Chief Financial Officer
 
 -87-




---



##### Table of Contents



SIGNATURES
  Olympus Pacific Minerals Inc.By:
    /s/ Peter TiedemannPeter TiedemannChief Financial Officer 
  
 -88-




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 
 Index
 
 
 Index
    
    
    F-1Managements Responsibility
    
    
    F-2Report of Independent Auditors
    
    
    F-3Consolidated Balance Sheets
    
    
    F-4Consolidated Statements of Operations and Comprehensive Loss
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Notes to Financial Statements
    
    
    F-71. Nature of Operations
    
    
    F-72. Basis of Presentation and Significant Accounting Policies
    
    
    F-73. Mineral Properties and Deferred Exploration and Development Costs
    
    
    F-144. Asset Retirement Obligation
    
    
    F-155. Loan Facility
    
    
    F-156. Property, Plant & Equipment
    
    
    F-167. Capital Stock
    
    
    F-168. Related Party Transactions
    
    
    F-219. Commitments and Contractual Obligation
    
    
    F-2210. Financial Instruments
    
    
    F-2211. Capital Lease Obligations
    
    
    F-2412. Inventory
    
    
    F-2413. Income Taxes
    
    
    F-2414. Memorandum of Agreement
    
    
    F-2515. Comparative Consolidated Financial Statements
    
    
    F-2516. Differences from Generally Accepted Accounting Principles
    
    
    F-26
 
 F-1




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 
 Managements Responsibility
 
 
  
 
  
 
  
 
 -s- David A. Seton
    
    -s- Peter TiedemannDavid A. Seton
    
    Peter TiedemannChairman and Chief Executive Officer
    
    Chief Financial OfficerMarch 30, 2009
    
    March 30, 2009
 
 F-2




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 Report of Independent Auditors
     
 
 
  
 
 
 
 
 F-3




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 Consolidated Balance Sheets
 
 As at
    
    December 31
    
    
    December 31(Canadian dollars)
    
    2008
    
    
    2007ASSETSCurrentCash
    
    $
    5,096,418
    
    
    $
    26,656,146Accounts receivable and prepaid expenses
    
    
    3,045,997
    
    
    
    1,079,598Inventory (note 12)
    
    
    3,759,934
    
    
    
    1,293,46311,902,349
    
    
    
    29,029,207Long-termProperty, plant and equipment (note 6)
    
    
    14,298,403
    
    
    
    11,094,563Mineral properties (note 3)
    
    
    9,564,422
    
    
    
    9,818,923Deferred exploration and development costs (note 3)
    
    
    30,708,439
    
    
    
    21,707,46654,571,264
    
    
    
    42,620,95266,473,613
    
    
    
    71,650,159LIABILITIESCurrentAccounts payable and accrued liabilities
    
    
    4,423,154
    
    
    
    3,163,155Capital lease obligations (note 11)
    
    
    698,281
    
    
    
    388,390Asset retirement obligation (note 4)
    
    
    138,405
    
    
    
    135,3335,259,840
    
    
    
    3,686,878Long-termAsset retirement obligation (note 4)
    
    
    1,282,002
    
    
    
    721,6861,282,002
    
    
    
    721,6866,541,842
    
    
    
    4,408,564Commitments and contractual obligations
(note 9), Income taxes (note 13)SHAREHOLDERS EQUITYShare capital (note 7a)
    
    
    104,206,522
    
    
    
    104,159,423Contributed surplus (note 7a)
    
    
    7,600,309
    
    
    
    6,482,499Deficit
    
    
    (51,875,060
    )
    
    
    (43,400,327
    )59,931,771
    
    
    
    67,241,595$
    66,473,613
    
    
    $
    71,650,159
 
 
 (SIGNATURE)
David A Seton 
Chairman & Chief Executive Officer
    
    (SIGNATURE)
Jon Morda
Director & Chairman of
of Audit Committee
 
 
  
 F-4




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 Consolidated Statements of Operations and Comprehensive Loss
 
 For the years ended December 31 (Canadian dollars)
    
    2008
    
    
    2007
    
    
    2006Sales  Gold
    
    $
    7,755,495
    
    
    $
    6,996,257
    
    
    $
    1,644,040Cost and expensesCost of sales
    
    
    6,204,527
    
    
    
    5,523,193
    
    
    
    1,535,891Amortization
    
    
    2,630,938
    
    
    
    1,925,458
    
    
    
    596,176Management fees and salaries
    
    
    3,092,628
    
    
    
    2,770,770
    
    
    
    1,515,417Professional fees
    
    
    397,183
    
    
    
    782,058
    
    
    
    353,402Travel
    
    
    644,390
    
    
    
    574,569
    
    
    
    425,895Investor relations and promotion
    
    
    373,857
    
    
    
    527,466
    
    
    
    256,207Consulting fees
    
    
    634,726
    
    
    
    393,438
    
    
    
    315,763Office and general administrative
    
    
    684,453
    
    
    
    417,526
    
    
    
    508,269Transfer agent and regulatory fees
    
    
    199,480
    
    
    
    161,409
    
    
    
    189,237Royalty expense
    
    
    137,141
    
    
    
    112,336
    
    
    
    47,960Shareholders information
    
    
    96,125
    
    
    
    80,492
    
    
    
    37,767General exploration
    
    
    69,295
    
    
    
    74,442
    
    
    
    158,700Stock-based compensation (note 7b)
    
    
    1,063,160
    
    
    
    2,272,717
    
    
    
    617,07116,227,903
    
    
    
    15,615,874
    
    
    
    6,557,755Other (income) expenseInterest income
    
    
    (590,313
    )
    
    
    (694,985
    )
    
    
    (272,156
    )Interest expense
    
    
    2,923
    
    
    
    130,615
    
    
    
    127,262Write-off of deferred exploration costs (note 3)
    
    
    922,920
    
    
    
    
    
    
    
    438,931Write-off of deferred transaction costs
    
    
    
    
    
    
    265,488
    
    
    
    Impairment charge (note 3)
    
    
    
    
    
    
    
    
    
    
    4,280,000Loss on disposal of capital assets
    
    
    19,551
    
    
    
    
    
    
    
    Debt extinguishment costs (note 5)
    
    
    
    
    
    
    54,060
    
    
    
    Foreign exchange loss/(gain)
    
    
    (352,756
    )
    
    
    566,894
    
    
    
    (8,865
    )2,325
    
    
    
    322,072
    
    
    
    4,565,172Loss and comprehensive loss for the year
    
    $
    8,474,733
    
    
    $
    8,941,689
    
    
    $
    9,478,887Basic and diluted loss per common share
    
    $
    0.04
    
    
    $
    0.04
    
    
    $
    0.06Weighted average number of common shares outstanding
    
    
    232,402,999
    
    
    
    200,364,897
    
    
    
    164,678,791
 
 Consolidated Statements of Deficit
 
 For the years ended December 31 (Canadian dollars)
    
    2008
    
    
    2007
    
    
    2006DeficitBalance, beginning of year
    
    $
    43,400,327
    
    
    
    34,458,638
    
    
    
    24,979,751Loss for the year
    
    
    8,474,733
    
    
    
    8,941,689
    
    
    
    9,478,887Deficit, end of the year
    
    $
    51,875,060
    
    
    
    43,400,327
    
    
    
    34,458,638
 
  F-5




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 Consolidated Statements of Cash Flows
 
 For the years ended December 31 (Canadian dollars)
    
    2008
    
    
    2007
    
    
    2006Operating activities :Loss for the year
    
    
    (8,474,733
    )
    
    
    (8,941,689
    )
    
    
    (9,478,887
    )Items not affecting cashAmortization
    
    
    2,630,938
    
    
    
    1,925,458
    
    
    
    596,176Amortization of deferred financing costs
    
    
    
    
    
    
    
    
    
    
    81,090Stock-based compensation expense
    
    
    1,063,160
    
    
    
    2,272,717
    
    
    
    617,071Write-off of deferred transaction costs
    
    
    
    
    
    
    265,488
    
    
    
    Loss on disposal of capital assets
    
    
    19,551Accretion expense
    
    
    52,650
    
    
    
    37,211
    
    
    
    29,097Write-off of deferred exploration costs
    
    
    922,920
    
    
    
    
    
    
    
    438,931Impairment charge
    
    
    
    
    
    
    
    
    
    
    4,280,000Foreign exchange
    
    
    (136,974
    )
    
    
    231,101
    
    
    
    10,286Reclamation costs
    
    
    (177,582
    )
    
    
    (79,388
    )
    
    
    Changes in non-cash working capital balancesAccounts receivable and prepaid expenses
    
    
    (1,966,399
    )
    
    
    624,385
    
    
    
    (1,452,499
    )Accounts payable and accrued liabilities
    
    
    1,341,093
    
    
    
    961,315
    
    
    
    292,661Inventory
    
    
    (2,242,049
    )
    
    
    (676,418
    )
    
    
    (357,529
    )Cash used in operating activities
    
    
    (6,967,424
    )
    
    
    (3,379,820
    )
    
    
    (4,943,603
    )Investing activities :Deferred exploration and development costs
    
    
    (9,066,810
    )
    
    
    (7,612,887
    )
    
    
    (5,072,261
    )Acquisition of property, plant and equipment
    
    
    (5,210,778
    )
    
    
    (1,627,525
    )
    
    
    (3,747,249
    )Deferred transaction costs
    
    
    
    
    
    
    
    
    
    
    (209,238
    )Cash used in investing activities
    
    
    (14,277,588
    )
    
    
    (9,240,412
    )
    
    
    (9,028,748
    )Financing activities :Shares issued
    
    
    
    
    
    
    36,829,000
    
    
    
    16,543,966Warrants issued
    
    
    
    
    
    
    1,092,963
    
    
    
    Shares issued on warrants exercised
    
    
    
    
    
    
    2,394,987
    
    
    
    Repayment of debt
    
    
    
    
    
    
    (2,156,497
    )
    
    
    Repayable loan
    
    
    
    
    
    
    
    
    
    
    2,314,200Share issue cost
    
    
    20,655
    
    
    
    (2,068,049
    )
    
    
    (1,195,261
    )Capital lease payments
    
    
    (649,329
    )
    
    
    (367,800
    )
    
    
    Cash provided by financing activities
    
    
    (628,674
    )
    
    
    35,724,604
    
    
    
    17,662,905Increase in cash during the year
    
    
    (21,873,686
    )
    
    
    23,104,372
    
    
    
    3,690,554Cash  beginning of the year
    
    
    26,656,146
    
    
    
    4,101,536
    
    
    
    404,987Effect of foreign exchange rate changes on cash
    
    
    313,958
    
    
    
    (549,762
    )
    
    
    5,995Cash  end of the year
    
    $
    5,096,418
    
    
    
    26,656,146
    
    
    
    4,101,536
 
  F-6




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 Notes to Financial Statements
 
 
 1. Nature of Operations
 
  
  
 
 2. Basis of Presentation and Significant Accounting Policies
 
 Basis of presentation and consolidation
  Change in Accounting Policies
  Section 3862 and 3863  Financial Instruments  Disclosure and Presentation
  Section 1535  Capital Disclosures
  Section 1400, General Standards of Financial Statement Presentation
  F-7




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
  
    
    Management is required to make an assessment of an entitys ability to continue as a going
concern;
 
    
    In making its assessment, management takes into account all available information about the
future, which is at least, but is not limited to, twelve months from the balance sheet date;
 
    
    Financial statements must be prepared on a going concern basis unless management intends to
liquidate the entity, to cease trading or cease operations, or has no realistic alternative
but to do so;
 
    
    Disclosure is required of material uncertainties related to events or conditions that may
cast significant doubt upon the entitys ability to continue as a going concern; and
 
    
    When financial statements are not prepared on a going concern basis, that fact should be
disclosed, together with the basis on which the financial statements are prepared and the
reason the entity is not regarded as a going concern.
  Section 3031  Inventories
  Future Accounting Changes
 Section 1582, 1601, and 1602  Business Combinations, Consolidated Financial Statements and
Non-Controlling Interests
    F-8




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 Section 3064  Goodwill and Intangible Assets and Section 3450, Research and
Development Costs
   Section 1000, Financial Statement Concepts
   Significant Accounting Policies
 Estimates
  Cash
  Mineral properties
  
  
 F-9




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
  Asset Retirement Obligations
   Deferred exploration and development costs
  Foreign currency translation
 
  
 F-10




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 Property, plant and equipment
   Asset impairment  Long-lived assets
  Stock-based compensation
   
 
  F-11




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
  Loss per share
   Future income taxes
  Stripping Costs
  Revenue Recognition
   Inventory
 
  
 F-12




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
   Interest Cost Accounting
  Financial Instruments
  Cash
  Accounts Receivables, Accounts Payable, Accrued Liabilities and Capital Leases
  Long-term debt
  F-13




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 
 3. Mineral Properties and Deferred Exploration and Development Costs
 
 Deferred Exploration andMineral Properties
    
    
    Development CostsDecember 31
    
    
    December 31
    
    
    December 31
    
    
    December 312008
    
    
    2007
    
    
    2008
    
    
    2007Bong Mieu
    
    $
    3,944,000
    
    
    $
    3,944,000
    
    
    $
    11,353,606
    
    
    $
    6,535,527Phuoc Son
    
    
    6,116,904
    
    
    
    6,116,904
    
    
    
    19,726,900
    
    
    
    14,834,584Capcapo
    
    
    
    
    
    
    
    
    
    
    922,920
    
    
    
    678,541Other
    
    
    
    
    
    
    
    
    
    
    1,120
    
    
    
    10,060,904
    
    
    
    10,060,904
    
    
    
    32,004,546
    
    
    
    22,048,652Accumulated amortization (1)
    
    
    (496,482
    )
    
    
    (241,981
    )
    
    
    (373,187
    )
    
    
    (341,186
    )Write-off (2)(3)
    
    
    
    
    
    
    
    
    
    
    (922,920
    )Total
    
    $
    9,564,422
    
    
    $
    9,818,923
    
    
    $
    30,708,439
    
    
    $
    21,707,466
 
 (1)
    
    Accumulated amortization relates to the Bong Mieu central mine which commenced
commercial production on October 1, 2006.(2)
    
    Write-off of $922,920 of Deferred Exploration costs in 2008 relates to the Capcapo
property where exploration activities have been halted due to the uncertainty of the
current economic climate and the outcome of community consultation.(3)
    
    During the fourth quarter of 2006, management determined that the Bong Mieu Central
Gold mine was not reaching originally estimated future throughput. Consequently, an
impairment charge of $4,280,000 was taken on the Bong Mieu Central Fold mine deferred
exploration and development costs. Bong Mieu Gold Property
  Phuoc Son Gold Property
  F-14




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
  
  
 
 4. Asset Retirement Obligation
 
 
 December 31,
    
    
    December 31,2008
    
    
    2007Balance, beginning of the year
    
    $
    857,019
    
    
    $
    949,495Liabilities incurred
    
    
    492,329
    
    
    
    94,059Liabilities settled
    
    
    (177,582
    )
    
    
    (79,388
    )Foreign exchange adjustment
    
    
    195,991
    
    
    
    (144,358
    )Accretion
    
    
    52,650
    
    
    
    37,211Balance, end of the period
    
    
    1,420,407
    
    
    
    857,019Current portion
    
    
    138,405
    
    
    
    135,333Non-current portion
    
    $
    1,282,002
    
    
    $
    721,686
 
   
 
 5. Loan Facility
 
  F-15




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 
 6. Property, Plant & Equipment
 
 
 December 31, 2008
    
    December 31, 2007Accumulated
    
    Net book
    
    
    
    
    
    Accumulated
    
    Net bookCost
    
    depreciation
    
    value
    
    Cost
    
    depreciation
    
    valueBuilding
    
    $
    1,082,950
    
    
    $
    441,741
    
    
    $
    641,209
    
    
    $
    866,835
    
    
    $
    221,481
    
    
    $
    645,354Leasehold
improvements
    
    
    150,189
    
    
    
    82,170
    
    
    
    68,019
    
    
    
    103,005
    
    
    
    46,088
    
    
    
    56,917Machinery and
equipment
    
    
    8,709,595
    
    
    
    2,856,755
    
    
    
    5,852,840
    
    
    
    6,706,032
    
    
    
    1,284,822
    
    
    
    5,421,210Office equipment,
furniture and
fixtures
    
    
    1,261,520
    
    
    
    750,836
    
    
    
    510,684
    
    
    
    1,097,257
    
    
    
    509,395
    
    
    
    587,862Vehicles
    
    
    445,144
    
    
    
    291,576
    
    
    
    153,568
    
    
    
    400,711
    
    
    
    222,128
    
    
    
    178,583Infrastructure
    
    
    4,057,445
    
    
    
    1,277,635
    
    
    
    2,779,810
    
    
    
    3,737,315
    
    
    
    547,073
    
    
    
    3,190,242Capital
Assets in progress
    
    
    4,292,273
    
    
    
    
    
    
    
    4,292,273
    
    
    
    1,014,395
    
    
    
    
    
    
    
    1,014,395$
    19,999,116
    
    
    $
    5,700,713
    
    
    $
    14,298,403
    
    
    $
    13,925,550
    
    
    $
    2,830,987
    
    
    $
    11,094,563
 
 
 
 7. Capital Stock
 
 Capital Management
     
    
    Maintaining a liquidity cushion in order to address the operational and/or industry
disruptions or downturns;
 
 
 
    
    Preparing detailed budgets by project that are approved by the Board for development,
exploration and corporate costs;
 
    
    Routine internal reporting and Board meetings to review actual versus budgeted
spending; and
 
    
    Detailed project financial analysis to determine new funding requirements.
 F-16




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
  
  
 
 
 
 a) Common Shares
 
  Number of
    
    
    AmountShares
    
    
    $Common shares, January 1, 2007
    
    
    164,678,791
    
    
    $
    66,074,507Private placement (1)
    
    
    21,428,571
    
    
    
    12,000,000Prospectus offering (2)
    
    
    38,461,538
    
    
    
    23,846,154Issued upon exercise of options
    
    
    1,978,565
    
    
    
    1,231,986Issued upon exercise of warrants
    
    
    5,476,092
    
    
    
    3,393,060Issued on exercise of over-allotment (2)
    
    
    216,394
    
    
    
    134,164Bonus common shares issued
    
    
    137,060
    
    
    
    86,090Share issue costs (3)
    
    
    
    
    
    
    (2,606,538
    )Common shares, December 31, 2007
    
    
    232,377,011
    
    
    $
    104,159,423Share issue costs
    
    
    
    
    
    
    20,654Bonus common shares issued
    
    
    46,090
    
    
    
    26,445Common shares, December 31, 2008
    
    
    232,423,101
    
    
    $
    104,206,522
  
 December 31,
    
    
    December 31,2008
    
    
    2007Balance, beginning of the year
    
    $
    6,482,499
    
    
    $
    4,347,990Options granted and vested during the year
    
    
    1,012,482
    
    
    
    1,849,504Bonus common shares vested during the year
    
    
    116,580
    
    
    
    69,309Bonus common shares issued
    
    
    (11,252
    )
    
    
    (34,379
    )Valuation of Warrants, net of issue costs (2 and 3)
    
    
    
    
    
    
    1,092,963Options and warrants exercised
    
    
    
    
    
    
    (1,381,376
    )Agents compensation options and
warrants granted (3)
    
    
    
    
    
    
    538,488Balance, end of the year
    
    $
    7,600,309
    
    
    $
    6,482,499
 
 
 (1)
    
    On March 19, 2007, the Company completed a non-brokered private placement of 21,428,571
shares at a price of $0.56 per share, for gross proceeds of $12,000,000 and net proceeds of
$11,967,772.(2)
    
    On August 10, 2007, the Company completed an Offering (the Offering) of 38,461,538 Units
of the Company at a price of $0.65 per unit for gross proceeds of $25,000,000 and net proceeds
of $22,891,000. Each Unit consisted of one common share and one-half of one common share
purchase warrant. The Units were separated into common shares [a total of 38,461,538] and
common share purchase warrants [a total of 19,230,769] immediately following the closing of
the Offering. Of the Offering price of $0.65 per Unit, the Company has, for accounting
purposes,
allocated $0.62 to each common share and $0.03 to each one-half common share purchase warrant.
Each whole common share purchase warrant is exercisable for one common share of the Company at
$0.80 and expires August 9, 2009. F-17




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
  The Company also granted the Agents an over-allotment option to purchase additional Shares at a
price of $0.62 and additional whole common share purchase warrant at a price of $0.06 for a
period of 30 days from closing. The over-allotment option was partially exercised on September
7, 2007 and as a result, a total of 216,394 common shares of the Company at $0.62 and 323,947
whole common share purchase warrants at $0.06 were issued for gross proceeds of $153,601 and
net proceeds of $144,385. (3)
    
    Agents for the August 10, 2007, Offering were paid a cash commission equal to 6 percent of
the gross proceeds and were granted non-transferable compensation options to acquire 2,307,692
Agents units. Each compensation option is exercisable for one Agents unit at $0.65 and
expires on August 10, 2009. Each Agents Unit consists of one common share of the Company and
one-half of one common share purchase warrant. Each whole Agents common share purchase
warrant will entitle the holder to acquire one common share of the Company at a price of $0.80
per common share and will expire on August 10, 2009. 
 
 
 b) Stock Options
 
   
 December 31, 2008
    
    December 31, 2007Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    AverageNumber
    
    Exercise
    
    Number of
    
    Exerciseof Options
    
    Price
    
    options
    
    Price$
    
    
    
    
    
    $Outstanding, beginning of the year
    
    
    17,592,334
    
    
    
    0.53
    
    
    
    11,477,500
    
    
    
    0.39Granted
    
    
    4,121,850
    
    
    
    0.42
    
    
    
    8,950,000
    
    
    
    0.70Exercised
    
    
    
    
    
    
    
    
    
    
    (1,978,565
    )
    
    
    0.43Forfeited/ Expired
    
    
    (2,125,000
    )
    
    
    0.42
    
    
    
    (856,601
    )
    
    
    0.58Outstanding, end of the period
    
    
    19,589,184
    
    
    
    0.52
    
    
    
    17,592,334
    
    
    
    0.53Options exercisable at the end
of the period
    
    
    14,789,890
    
    
    
    0.52
    
    
    
    14,249,925
    
    
    
    0.49
 
 F-18




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
  
 OPTIONS OUTSTANDING
    
    OPTIONS EXERCISABLENumber
    
    
    
    
    
    Weighted
    
    Number
    
    WeightedOutstanding
    
    Weighted
    
    Average
    
    Exercisable
    
    AverageRange of
    
    As at
    
    Average
    
    Exercise
    
    As at
    
    ExerciseExercise
    
    December 31,
    
    Remaining
    
    Price
    
    December  31,
    
    PricePrices
    
    2008
    
    Life (years)
    
    $
    
    2008
    
    $$0.30 - 0.36
    
    
    5,530,000
    
    
    
    1.74
    
    
    
    0.32
    
    
    
    5,530,000
    
    
    
    0.32$0.40 - 0.45
    
    
    4,350,184
    
    
    
    3.81
    
    
    
    0.40
    
    
    
    577,537
    
    
    
    0.43$0.50 - 0.55
    
    
    609,000
    
    
    
    1.86
    
    
    
    0.52
    
    
    
    609,000
    
    
    
    0.52$0.60 - 0.65
    
    
    4,850,000
    
    
    
    3.40
    
    
    
    0.65
    
    
    
    4,409,527
    
    
    
    0.57$0.75
    
    
    4,250,000
    
    
    
    3.19
    
    
    
    0.75
    
    
    
    3,663,826
    
    
    
    0.7519,589,184
    
    
    
    
    
    
    
    0.52
    
    
    
    14,789,890
    
    
    
    0.52
 
 
  
 
  
 
  
 
 c) Warrants
 
  
 December 31, 2008
    
    December 31, 2007Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    AverageNumber
    
    Exercise
    
    Number
    
    Exerciseof Warrants
    
    Price
    
    of Warrants
    
    Price$
    
    
    
    
    
    $Outstanding, beginning of the year
    
    
    21,344,716
    
    
    
    0.78
    
    
    
    7,266,092
    
    
    
    0.47Granted (see note 7a)
    
    
    
    
    
    
    
    
    
    
    19,554,716
    
    
    
    0.80Exercised
    
    
    
    
    
    
    
    
    
    
    (5,476,092
    )
    
    
    0.43Expired (i)
    
    
    (1,790,000
    )
    
    
    0.58
    
    
    
    
    
    
    
    Outstanding, end of the period
    
    
    19,554,716
    
    
    
    0.80
    
    
    
    21,344,716
    
    
    
    0.78
 
 
 (i)
    
    The warrants that expired related to the March 31, 2006 private placement. F-19




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
  
 Exercise
    
    Number OutstandingPrices
    
    As at December 31, 2008
    
    Expiry date$0.80
    
    
    19,230,769
    
    
    August 10, 2009$0.80
    
    
    323,947
    
    
    September 7, 200919,554,716
 
 
 d) Bonus Share Program for Non-Executive Employees
 
   
  
 
 e) Deferred Share Units
 
 
  
 F-20




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 
 8. Related Party Transactions
 
  
 Year-to-date December 312008
    
    2007Consulting and legal fees
    
    $
    110,653
    
    
    $
    133,839Management fees
    
    $
    889,836
    
    
    $
    1,228,499Reimbursement of expenses
    
    $
    301,626
    
    
    $
    249,591Royalties
    
    $
    143,031
    
    
    $
    112,336
 
   Legal and consulting fees
  Management fees and reimbursement of expenses
  Royalties
  F-21




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 
 9. Commitments and Contractual Obligation
 
  
 Year 5Less than
    
    
    
    
    
    
    
    
    
    
    
    
    
    andPayment Due
    
    Total
    
    one year
    
    Year 2
    
    Year 3
    
    Year 4
    
    thereafterCapital lease obligations
    
    
    698,281
    
    
    
    698,281
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    488,188
    
    
    
    234,634
    
    
    
    91,422
    
    
    
    81,095
    
    
    
    81,037
    
    
    
    Purchase obligations
- supplies & services
    
    
    2,371,582
    
    
    
    2,185,629
    
    
    
    185,953
    
    
    
    
    
    
    
    
    
    
    
    Purchase obligations
- capital
    
    
    355,342
    
    
    
    355,342
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Asset retirement obligations
    
    
    1,420,407
    
    
    
    138,405
    
    
    
    258,399
    
    
    
    252,786
    
    
    
    646,885
    
    
    
    123,932Total
    
    
    5,333,800
    
    
    
    3,612,291
    
    
    
    535,774
    
    
    
    333,881
    
    
    
    727,922
    
    
    
    123,932
 
 
 
 10. Financial Instruments
 
   Market and commodity price risk
  
 Foreign exchange risk
  
  
 F-22




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
  
  
   Interest rate risk
   Credit risk
   Liquidity risk
  F-23




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 
 11. Capital Lease Obligations
 
  
 December 31,
    
    
    December 31,2008
    
    
    2007Total minimum lease payment
    
    $
    698,281
    
    
    $
    388,390Less: current portion
    
    
    (698,281
    )
    
    
    (388,390
    )$
    
    
    
    $
    
 
 
 
 
 
 12. Inventory
 
 
 December 31,
    
    
    December 31,2008
    
    
    2007Doré Bars
    
    $
    190,446
    
    
    $
    293,829Ore in stockpiles
    
    
    381,302
    
    
    
    126,311Gold in circuit
    
    
    213,537
    
    
    
    115,388Mine operating supplies
    
    
    2,974,649
    
    
    
    757,935Total
    
    $
    3,759,934
    
    
    $
    1,293,463
 
 
 
 13. Income Taxes
 
  2008
    
    2007
    
    2006Loss
    
    $
    (8,474,000
    )
    
    $
    (8,942,000
    )
    
    $
    (9,479,000
    )Expected tax benefit
    
    
    (2,838,000
    )
    
    
    (3,051,000
    )
    
    
    (3,223,000
    )Issue costs
    
    
    (294,000
    )
    
    
    (345,000
    )
    
    
    (215,000
    )Foreign tax differential
    
    
    213,000
    
    
    
    (843,000
    )
    
    
    1,418,000Foreign exchange on Vietnam losses
    
    
    1,251,000
    
    
    
    
    
    
    
    Non deductible expenses
    
    
    (1,743,000
    )
    
    
    2,129,000
    
    
    
    116,000Other
    
    
    866,000
    
    
    
    
    
    
    
    Benefit of current year loss not recognized
    
    
    2,545,000
    
    
    
    2,110,000
    
    
    
    1,904,000Total income tax recovery
    
    $
    
    
    
    $
    
    
    
    $
    
  2008
    
    2007
    
    2006Non-capital losses carried forward
    
    $
    7,769,000
    
    
    $
    5,731,000
    
    
    $
    4,189,000Issue costs
    
    
    657,000
    
    
    
    760,000
    
    
    
    616,000Capital assets
    
    
    68,000
    
    
    
    53,000
    
    
    
    25,000Resource related deductions
    
    
    610,000
    
    
    
    636,000
    
    
    
    692,000Future income tax asset
    
    
    9,104,000
    
    
    
    7,180,000
    
    
    
    5,522,000Future income tax liability
    
    
    (1,825,000
    )
    
    
    
    
    
    
    Net future income tax asset
    
    
    7,279,000
    
    
    
    7,180,000
    
    
    
    5,522,000Valuation allowance
    
    
    (7,279,000
    )
    
    
    (7,180,000
    )
    
    
    (5,522,000
    )Net future income tax asset
    
    $
    
    
    
    $
    
    
    
    $
    
 F-24




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
  
 Non-capital loss carry forwards
    
    Year of loss
    
    
    Note
    
    
    Amount
    
    
    Expiry DateCanada
    
    
    2008
    
    
    
    1
    
    
    $
    3,364,000
    
    
    
    2028Vietnam
    
    
    2008
    
    
    
    2
    
    
    
    1,375,000
    
    
    
    2013Canada
    
    
    2007
    
    
    
    1
    
    
    $
    7,993,000
    
    
    
    2027Vietnam
    
    
    2007
    
    
    
    2
    
    
    
    1,411,000
    
    
    
    2012Canada
    
    
    2006
    
    
    
    1
    
    
    
    2,789,000
    
    
    
    2026Vietnam
    
    
    2006
    
    
    
    2
    
    
    
    8,470,000
    
    
    
    2011Canada
    
    
    2005
    
    
    
    3
    
    
    
    1,143,000
    
    
    
    2015Canada
    
    
    2004
    
    
    
    3
    
    
    
    2,431,000
    
    
    
    2014Canada
    
    
    2003
    
    
    
    4
    
    
    
    858,000
    
    
    
    2010Canada
    
    
    2002
    
    
    
    4
    
    
    
    1,225,000
    
    
    
    2009Total non-capital loss carry forwards
    
    
    
    
    
    
    
    
    
    $
    31,059,000
 
 
 
 
 (1) -
    
    Loss carry forward of 20 years(2) -
    
    Vietnam has a loss carry forward of 5 years(3) -
    
    Loss carry forward of 10 years(4) -
    
    Loss carry forward of 7 years   
 
 14. Memorandum of Agreement
 
 
  
 
 
 15. Comparative Consolidated Financial Statements
 
  F-25




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 
 16. Differences from Generally Accepted Accounting Principles- Restated
 
  
 
 
 a) Exploration and development expenditures
 
 
    
 
  
 
 b) Production Start Date
 
 
  
 
  
 F-26




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
  
 
  
 
  
 
 c) Restatement of 2008 financial statements reconciliation
 
 
  
 
  
 
  
 
 d) Reconciliation of consolidated balance sheet
 
  
 2008-Restated
    
    2007Canadian
    
    
    
    
    
    US
    
    Canadian
    
    
    
    
    
    USNotes
    
    GAAP
    
    Adjustments
    
    GAAP
    
    GAAP
    
    Adjustments
    
    GAAPCurrent assets
    
    
    
    
    
    $
    11,902,349
    
    
    $
    
    
    
    $
    11,902,349
    
    
    $
    29,029,207
    
    
    $
    
    
    
    $
    29,029,207Long-term assetsMineral properties
    
    
    (b
    )
    
    
    9,564,422
    
    
    
    (37,500
    )
    
    
    9,526,922
    
    
    
    9,818,923
    
    
    
    (37,500
    )
    
    
    9,781,423Capital assets(i)
    
    
    (b
    )
    
    
    14,298,403
    
    
    
    (79,332
    )
    
    
    14,219,071
    
    
    
    11,094,563
    
    
    
    (79,332
    )
    
    
    11,015,231Deferred exploration
and development
costs
    
    
    (a
    )
    
    
    30,708,439
    
    
    
    (26,797,638
    )
    
    
    3,910,756
    
    
    
    21,707,466
    
    
    
    (21,707,466
    )
    
    
    54,571,264
    
    
    
    (26,914,515
    )
    
    
    27,656,749
    
    
    
    42,620,952
    
    
    
    (21,824,298
    )
    
    
    20,796,654Total Assets
    
    
    
    
    
    $
    66,473,613
    
    
    $
    (26,914,515
    )
    
    $
    39,559,098
    
    
    $
    71,650,159
    
    
    $
    (21,824,298
    )
    
    $
    49,825,861Total Liabilities
    
    
    
    
    
    
    6,541,842
    
    
    
    
    
    
    
    6,541,842
    
    
    
    4,408,564
    
    
    
    
    
    
    
    4,408,564Total Shareholders
equity
    
    
    
    
    
    
    59,931,771
    
    
    
    (26,914,515
    )
    
    
    33,017,256
    
    
    
    67,241,595
    
    
    
    (21,824,298
    )
    
    
    45,417,297Total liabilities and
Shareholders equity
    
    
    
    
    
    $
    66,473,613
    
    
    $
    (26,914,515
    )
    
    $
    39,559,098
    
    
    $
    71,650,159
    
    
    $
    (21,824,298
    )
    
    $
    49,825,861
 
 
 (i)
    
    Under Canadian GAAP, capitalized interest is recorded as an addition to deferred
development costs and under US GAAP, capitalizated interest is recorded as an addition to capital
assets. F-27




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
 
 e) Reconciliation of consolidated net income
 
 
 2008-For the years ended December 31
    
    Notes
    
    Restated
    
    2007
    
    2006Net loss under Canadian GAAP
    
    
    
    
    
    $
    8,474,733
    
    
    $
    8,941,689
    
    
    $
    9,478,887Sales
    
    
    (b)
    
    
    
    (2,475,474
    )
    
    
    
    
    
    
    (1,193,954
    )Cost, amortization and expenses
    
    
    (a) & (b)
    
    
    
    2,727,678
    
    
    
    
    
    
    
    1,536,989Exploration expenditures
    
    
    (a)
    
    
    
    5,745,933
    
    
    
    7,982,620
    
    
    
    5,128,332Reverse impairment charge
    
    
    (a)
    
    
    
    
    
    
    
    
    
    
    
    (4,280,000
    )Reverse write-down
    
    
    (a)
    
    
    
    (922,920
    )
    
    
    
    
    
    
    (438,931
    )Net loss and comprehensive loss under
US GAAP
    
    
    
    
    
    $
    13,564,950
    
    
    $
    16,924,309
    
    
    $
    10,231,323Basic & diluted loss per share
    
    
    
    
    
    $
    0.06
    
    
    $
    0.08
    
    
    $
    0.06
 
 
 f) Consolidated statements of cash flow under US GAAP
 
  
 2008-For the years ended December 31
    
    Restated
    
    2007
    
    2006ActivitiesOperating
    
    
    (12,980,561
    )
    
    
    (10,992,707
    )
    
    
    (10,015,864
    )Investing
    
    
    (8,264,451
    )
    
    
    (1,627,525
    )
    
    
    (3,956,487
    )Financing
    
    
    (628,674
    )
    
    
    35,724,604
    
    
    
    17,662,905Cash and equivalents at the beginning of year
    
    
    26,656,146
    
    
    
    4,101,536
    
    
    
    404,987Effect of foreign exchange rate changes on cash
    
    
    313,958
    
    
    
    (549,762
    )
    
    
    5,995Cash and equivalent at end of year
    
    
    5,096,418
    
    
    
    26,656,146
    
    
    
    4,101,536
 
 
 
 
 g) US GAAP Recent Developments
 
   F-28




---



##### Table of Contents



OLYMPUS PACIFIC MINERALS INC.
 
  
  
 
  
  END OF NOTES TO FINANCIAL STATEMENTS
 F-29