##### 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)
    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




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TABLE OF CONTENTS  ITEM 17. Financial StatementsITEM 19. ExhibitsSIGNATURESEX-12.1EX-12.2EX-13.1EX-13.2    Table of Contents  EXPLANATORY NOTE
 Financial Statements Exhibits
 -2-




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ITEM 17. Financial Statements
 ,
 -3-




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##### Table of Contents



ITEM 19. Exhibits
 1.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 1. Articles of
Incorporation and By Laws
 1.1.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 1.1 Certificates
of Status, Amendment, Continuance
 1.2.
    
    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, 1992
 3.2.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.2 -
Right to Use Land Certificate  dated October 9, 1993
 3.3.
    
    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 Amendments
 3.4.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.4  Debt
Finance Facility Agreement  dated February 8, 2006
 3.5.
    
    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, 2006
 3.6.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.7 -
Investment License No. 2355/GP  dated October 20, 2003
 3.7.
    
    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.
 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, 2006
 3.10.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.9 -
Stock Option Plan  September 12, 2003
 3.11.
    
    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, 2005
 3.13.
    
    Reference is made to the 2007 20F Annual Return dated March 28, 2008 exhibit 3.18 -
Dragon Equity and Debt Financing dated December 17, 2004
 -4-




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##### Table of Contents



3.14.
    
    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.
    
    Reference is made to Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2008, filed with the SEC on July 15, 2010, for 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.
    
    Reference is made to Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2008, filed with the SEC on July 15, 2010 for Management service agreement
with Orangue Holdings Limited, dated January 1, 2008 to provide the services of David
Seton.3.27.
    
    Reference is made to Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2008, filed with the SEC on July 15, 2010 for Management service agreement
with Action Management Limited, dated January 1, 2008, to provide the services of Charles
Barclay.3.28.
    
    Reference is made to Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2008, filed with the SEC on July 15, 2010, for Management Service Agreement
with Wholesale Products Limited, dated January 1, 2008, to provide the services of Peter
Tiedemann.3.29.
    
    Reference is made to Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2008, filed with the SEC on July 15, 2010, for Management Service Agreement
with Cawdor Holdings Limited, dated January 1, 2008, to provide the services of Russell
Graham.
 3.30.
    
    Reference is made to Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2008, filed with the SEC on July 15, 2010, for Employment Agreement with James
Hamilton dated January 1, 2008.
 -5-




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##### Table of Contents



3.31.
    
    Reference is made to Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2008, filed with the SEC on July 15, 2010, for Bong Mieu Exploration Licence
No 2125/GP-BTNMT
 3.32.
    
    Reference is made to Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2008, filed with the SEC on July 15, 2010, for Gold Export Certificates -
dated December 31, 2008
 3.33.
    
    Reference is made to Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2008, filed with the SEC on July 15, 2010, for 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.
    
    Reference is made to Amendment No. 2 to Annual Report on Form 20-F for the year ended
December 31, 2008, filed with the SEC on July 15, 2010, for Consent of Terra Mining
Consultants and Stevens & Associates
 12.

    Certifications12.1.
    
    Certification of Chief Executive Officer12.2.
    
    Certification of Chief Financial Officer
 13.
    Certifications13.1.
    
    Certification of Chief Executive Officer13.2.
    
    Certification of Chief Financial Officer
 -6-




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##### Table of Contents



SIGNATURES
  Olympus Pacific Minerals Inc.By:

/s/ John
SetonName: John SetonTitle: Chief Financial Officer  -7-




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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




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




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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




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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




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##### 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




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##### 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




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##### 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




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##### 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




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##### Table of Contents



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




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##### Table of Contents



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




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##### Table of Contents



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




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##### 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




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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




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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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### Table of Contents



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




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##### 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




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##### 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




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##### 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




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##### 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




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##### 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




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##### Table of Contents



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