##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 20-F
  o

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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-52324
  Olympus Pacific Minerals
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  Olympus Pacific Mineral Inc.
  (Translation of
    Registrants name into English)
  Canada
 (Jurisdiction of incorporation
    or organization)
  Suite 500  10 King Street East Toronto,
    Ontario Canada, M5C 1C3
 (Address of principal executive
    offices)
  Securities to be registered pursuant to Section 12(b) of
    the Act:
 None
 Securities to be registered pursuant to Section 12(g) of
    the Act:
 common shares
 (Title of Class)
  Securities for which there is a reporting obligation pursuant
    to Section 15(d) of the Act:
 None
    o þ
  o þ
    þ o
  Rule 12b-2
 Large
    accelerated
    file  o
    Accelerated
    file o
    Non-accelerated
    file þ    US GAAP o

International Financial Reporting Standards as issued
    By the International Accounting Standards
    Board o

Other þ   þ o
  Rule 12b-2 o þ




---



##### Table of Contents





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


83B.

Capitalization and Indebtedness


93C.

Reasons For The Offer And Use Of Proceeds


93D.

Risk Factors


9ITEM 4:

Information on the Company


154A.

History and Development of the Company


154B.

Business Overview


194C.

Organizational Structure


224D.

Property, Plants and Equipment


224D.1.

Phuoc Son Gold Property


244D.2.

Bong Mieu Gold Property


32ITEM 5:

Operating and Financial Review and Prospects


425A.

Operating Results


435B.

Liquidity and Capital Resources


475C.

Research and development, patents and licenses,
    etc.


485D.

Trend Information


485E.

Off-Balance Sheet Arrangements


485F.

Tabular Disclosure of Contractual Obligations


48ITEM 6:

Directors, Senior Management, and Employees


496A.

Directors and Senior Management


496B.

Compensation


526B.1.

Termination Agreements for Executive Officers and
    Directors


536B.2.

Stock Option Plan


556C.

Board Practices


566D.

Employees


566E.

Share Ownership


576E.1.

Details of Share Ownership


57ITEM 7:

Major Shareholders and Related Party
    Transactions


587A.

Major Shareholders


587B.

Interests of Experts and Counsel


59ITEM 8:

Financial Information


608A.

Consolidated Statements and Other Financial
    Information


608B.

Significant Changes


60ITEM 9:

The Offer and Listing


609A.

Common Share Trading Information


609B.

Markets


629C.

Selling Shareholders


62 - ii -




---



##### Table of Contents



9D.

Dilution


629E.

Expenses of the Issue


62ITEM 10:

Additional Information


6210A.

Share Capital


6210B.

Memorandum and Articles of Association


6210C.

Material Contracts


6410D.

Exchange Controls


6410E.

Taxation


6510E.1.

Certain Canadian Federal Income Tax
    Consequences  General


6510E.2.

Dividends


6610E.3.

Disposition of Common Shares


6610E.4.

United States Taxation


6610F.

Dividends and Paying Agents


7010G.

Statements by Experts


7010H.

Documents on Display


7010I.

Subsidiary Information


70ITEM 11:

Quantitative and Qualitative Disclosures about
    Market Risk


70ITEM 12:

Description of Securities other than Equity
    Securities


70ITEM 13:

Defaults, Dividend Arrearages and
    Delinquencies


70ITEM 14:

Material Modifications to the Rights of Security
    Holders and Use of Proceeds


71ITEM 15:

Controls and Procedures


71ITEM 16:

Audit Committee


7116A.

Audit Committee Financial Expert


7116B.

Code of Ethics


7116C.

Principal Accountant Fees and Services


7216D.

Exemptions from the Listing Standards for Audit
    Committees


7216E.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers


72ITEM 17:

Financial Statements


72ITEM 18:

Financial Statements


72ITEM 19:

Exhibits


7219A.

Financial Statements


7219B.

Exhibits


73SIGNATURES


75Exhibit 3.24: Management Service Agreement with Huong Le-DaoExhibit 3.25: Employment Agreement with Rodney JonesExhibit 3.26: Management Service Agreement with Orangue Holdings LimitedExhibit 3.27: Management Serivce Agreement with Action Management LtdExhibit 3.28: Management Service Agreement with Wholesale Products LimitedExhibit 3.29: Management Service Agreement with Cawdor Holdings LimitedExhibit 3.30: Employment Agreement with James HamiltonExhibit 3.31: Bong Mieu Exploration License No 2125/GP-BTNMTExhibit 3.32: Gold Export CertificatesExhibit 3.33: Addendum 3 to the Refining Contract of Nov 1, 2005 between Argor-Hearaeus SA and Bong Mieu Gold Mining CompanyExhibit 5.1: Consent of Terra Mining Consultants and Stevens & AssociatesExhibit 12.1: Certification of Chief Executive OfficerExhibit 12.2: Certification of Chief Financial OfficerExhibit 13.1: Certification of Chief Executive OfficerExhibit 13.2: Certification of Chief Financial Officer   - iii -




---



##### Table of Contents



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.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 - 4 -




---



##### Table of Contents



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.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
    
    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. - 5 -




---



##### Table of Contents



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
    
    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.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.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. - 6 -




---



##### Table of Contents



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 3A.  Selected Financial Data  2004-2008 Financial Statements
  Form 20-F.
  Table
    No. 1: Selected Financial Data
  Year

Year

Year

Year

YearEnded

Ended

Ended

Ended

EndedDecember 31,

December 31,

December 31,

December 31,

December 31,(CAD$)

2008

2007

2006

2005

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)


(13,957,382
)


(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


3,518,324



Nil



Nil



Nil



NilShareholders Equity


32,624,824



45,417,297



22,122,181



14,297,357



9,729,796Total Assets


39,166,667



49,825,861



27,228,479



17,420,844



16,042,901  - 8 -




---



##### Table of Contents



Form 20-F,
      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    3B. Capitalization and Indebtedness   3C. Reasons For The Offer And Use Of Proceeds   3D. 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:
  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:
 - 10 -




---



##### Table of Contents



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:
    The Company Will Not Be Able to Insure Against All Possible
    Risks:
 - 11 -




---



##### Table of Contents



Commodity Price Fluctuations  if the Price of Gold
    Declines, The Properties May Not Be Economically Viable:
  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:
 - 12 -




---



##### Table of Contents



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:
  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:
  The Company Stock Will Be A Penny Stock Which Imposes
    Significant Restrictions On Broker-Dealers Recommending The
    Stock For Purchase
 - 13 -




---



##### Table of Contents



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: and/or
  Future Sales Of Common Shares By Existing Shareholders Could
    Decrease The Trading Price Of The Common Shares:
 - 14 -




---



##### Table of Contents



ITEM 4:  INFORMATION
    ON THE COMPANY 4A. History and Development of the Company              No. 144-99-CAR
 - 15 -




---



##### Table of Contents



set-up,
        www.sedar.com
             - 16 -




---



##### 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.  (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: - 17 -




---



##### Table of Contents



(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.   - 18 -




---



##### Table of Contents



Capital
    Expenditures
    Capital Assets, Mineral Properties and DeferredAs at December 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  4.B
    Business Overview  Forward-Looking
    Statements
  Safe Harbor Statement under the United States Private
    Securities Litigation Reform Act of 1995
    4A.1.
    General
  General
     - 19 -




---



##### Table of Contents



4A.2.
    Description of Mining Industry
                     - 20 -




---



##### Table of Contents



2001-2008 1
      
    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.    REGULATION OF
    MINING INDUSTRY AND FOREIGN INVESTMENT IN VIETNAM
            1
 - 21 -




---



##### Table of Contents



4C.
    Organizational Structure  
    (1)
    
    Following the grant of an investment license Phuoc Son Gold
    Company Limited was formed with Mien Trung Industrial Company
    holding 15% and NVMC holding 85%.(2)
    
    BM Holdings was deregistered in Thailand due to non-filing. BM
    Holdings was reinstated on November 5, 2007 by the Thai
    government.(3)
    
    Presently non-operating. 4D.
    Property, Plant and Equipment  General
       - 22 -




---



##### Table of Contents



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

23/7/20092. 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


31/12/2008



1 year



31/12/2009Phuoc Son Gold Mining Company

Gold export certificate


31/12/2008



1 year



31/12/2009Bong Mieu Gold Mining Company

Land Use Certificate


9/10/1993



25 years



09/2017  - 23 -




---



##### Table of Contents



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         - 24 -




---



##### Table of Contents



www.sedar.com
    Property Description and Location
      30-year
   - 25 -




---



##### Table of Contents



- 26 -




---



##### Table of Contents



Accessibility, Climate, Local Resources, and
    Infrastructure
         - 27 -




---



##### Table of Contents



~ ~
    Geology
          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;
    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 - 28 -




---



##### Table of Contents



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
    2006
    Work
  Form 43-101
 - 29 -




---



##### Table of Contents



2007
    Work
  www.sedar.com
    (e) Mineral Occurrences
  and/or
  South
    Deposit (Bai Dat)
      North
    Deposit (Bai Go)
    Other
    Phuoc Son Property Showings
    2008
    Work
     - 30 -




---



##### Table of Contents



10.16g/t.
      (f) Resource Estimates
  CAUTIONARY
    NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF 
    MEASURED AND INDICATED MINERAL RESOURCES
  This section uses the term indicated resources.
    We advise U.S. investors that while those terms are
    recognized and required by Canadian regulations, the
    U.S. Securities and Exchange Commission does not recognize
    them. U.S. investors are cautioned not to assume that any
    part or all of the mineral deposits in these categories will
    ever be converted into reserves.
  CAUTIONARY
    NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF 
    INFERRED MINERAL RESOURCES
  This section uses the term inferred resources. We
    advise U.S. investors that while this term is recognized
    and required by Canadian regulations, the U.S. Securities
    and Exchange Commission does not recognize it. Inferred
    resources have a great uncertainty as to their existence,
    and great uncertainty as to their economic and legal
    feasibility. It cannot be assumed that all or any part of an
    Inferred Mineral Resource will ever be upgraded to a higher
    category. Under Canadian rules, estimates of Inferred Mineral
    Resources may not form the basis of feasibility or
    prefeasibility studies, except in rare cases.
    U.S. investors are cautioned not to assume that part or all
    of an inferred resource exists, or is economically and legally
    mineable.
 - 31 -




---



##### Table of Contents



Summary
    of Phuoc Son Gold Project Mineral Reserve and Resource
    Estimates: (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)
  Gold GradeCategory

Tonnes

(g/t)

Contained Gold(oz)Total Inferred


1,884,200



6.63



401,640     (1)
    
    Employed a lower 3.0 g/t grade cutoff. These Resource estimates
    were prepared by Olympus in October 2007 and validated by Terra
    Mining Consultants and Stevens and Associates
    (TMC/SA) in October 2007 and were prepared in
    accordance with National Instrument
    43-101 and
    the Council of the Canadian Institute of Mining, Metallurgy and
    Petroleum definition standards. A copy of the report titled
    Preliminary Assessment of the Phuoc Son Project in Quang
    Nam Province, Vietnam, dated December, 2007 by TMC/SA can
    be found in the Companys filings at www.sedar.com.(2)
    
    The mineral reserve and mineral resource estimates contained in
    this table have been prepared in accordance with the Canadian
    Securities Administrators National Instrument
    43-101
    Standards of Disclosure for Mineral Projects (NI
    43-101).
    The NI
    43-101
    standards are similar to those used by the United States
    Securities and Exchange Commissions (SEC)
    Industry Guide No. 7. However, 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. Under the
    requirements of the SEC, mineralization may not be classified as
    a reserve unless the determination has been made
    that the mineralization could be economically and legally
    produced or extracted at the time the reserve determination is
    made. As of December 31, 2008, $3,518,324 of the
    Companys deferred exploration and development costs would
    qualify for capitalization as mineral reserves under Industry
    Guide No. 7. There are also uses of the terms
    indicated resources and inferred
    resources. We advise U.S. investors that while those terms
    are recognized and required by Canadian regulations, the U.S.
    Securities and Exchange Commission does not recognize them. U.S.
    investors are cautioned not to assume that any part or all of
    the mineral deposits in these categories will ever be converted
    into reserves. 4D.2 Bong
    Mieu Gold Property     - 32 -




---



##### Table of Contents



back-up
            back-up
     - 33 -




---



##### Table of Contents



(a)
    Property
    Description and Location      25-year
            - 34 -




---



##### Table of Contents



Figure 3:
    Bong Mieu Gold Property
 - 35 -




---



##### Table of Contents



Figure 4:
    Ho Gan Mining Map
  (b)
    Accessibility, Climate, Local Resources, and
    Infrastructure
        10-12
   - 36 -




---



##### Table of Contents



(c) Geology
    Bong Mieu
    Central (Ho Gan Deposit)
    Bong Mieu
    East (Ho Ray Deposit & Thac Trang)
    Nui
    Kem
      (d)
    History
    of Exploration on Bong Mieu Gold Property      follow-up
    2004
    Work
  Bong Mieu
    Central (Ho Gan Deposit)
  and/or
    Bong Mieu
    East (Ho Ray Deposit & Thac Trang)
   - 37 -




---



##### Table of Contents



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
      2006
    Work
        2007
    Work
    (www.sedar.com)
   - 38 -




---



##### Table of Contents



2008
    Work
    Follow-up
          (e)
    Main
    mineral occurrences  and/or
  Ho Gan
    (Bong Mieu Central)
  and/or
    Ho Ray
    and Thac Trang (Bong Mieu East)
      Nui Kem
    (Bong Mieu Underground)
     - 39 -




---



##### Table of Contents



(f)
    Resource
    and Reserve Estimates  43-101 43-101). 43-101 43-101
  43-101)
  Gold GradeCategory/Deposit

Tonnes

(g/t)

Contained Gold(oz)Proven(1)Probable(1)


289,000



2.90



26,900Proven plus Probable(1)


289,000



2.90



26,900   Notes:
  (1)
    
    The Ho Gan remaining reserve was estimated by deducting the
    official mined out tonnage  the year-end depletion
    (which was estimated by reconciling the mining tonnage (truck
    count) with the official mill tonnage (weightometer) and has not
    been re-calculated at the yearend. The remaining mineral reserve
    is placed in the Probable category. Employed a lower 0.8 g/t
    grade cutoff and 10
    g/t grade
    upper cutoff and 10% dilution
    (0.3 g/t Au).
    Proven and probable reserve estimates were prepared by Olympus
    in September 2005 and validated by Terra Mining Consultants and
    Stevens & Associates (TMC/SA) in August
    2007 and were prepared in accordance with National Instrument NI
    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.  Mineral
    Resources Estimates **
  Inferred Resources(3)Measured & Indicated Resources


Gold










Gold


ContainedCategory/




Grade


Contained Gold







Grade


GoldDeposit

Tonnes


(g/t)


(oz)


Category/ 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










52,380   The
    Measured & Indicated Resource Estimates Includes
    Proven and Probable Reserves
  Notes:
  1.
    
    The Ho Gan remaining reserve was estimated by deducting the
    official mined out tonnage  the year-end depletion
    (which was estimated by reconciling the mining tonnage (truck
    count) with the official mill tonnage - 40 -




---



##### Table of Contents



(weightometer) and has not been re-calculated at the yearend.
    The remaining mineral reserve is placed in the Probable
    category. Employed a lower 0.8 g/t grade cutoff and 10 g/t grade
    upper cutoff and 10% dilution
    (0.3 g/t Au).
    Proven and probable reserve estimates were prepared by Olympus
    in September 2005 and validated by Terra Mining Consultants and
    Stevens & Associates (TMC/SA) in August
    2007 and were prepared in accordance with National Instrument NI
    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. An update
    of the estimated resources was completed by Olympus staff in
    March 2009 and independently validated by TMC/SA.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, was completed by Olympus staff and
    validated by TMC/SA.3.
    
    Nui Kem Underground Historical Resources. Employed a lower 3.0
    g/t grade cutoff and 30 g/t grade upper cutoff. The Technical
    Report to accompany these historical resource estimates was the
    pre-feasibility study compiled in 1996 These estimates have been
    reviewed by an independent consultant in 1997 and were found to
    have been carried out in a manner consistent with standard
    practice in the industry at the time. These historical estimates
    are relevant as they are the most recent estimate completed for
    the project.4.
    
    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.5.
    
    The mineral reserve and mineral resource estimates contained in
    this table have been prepared in accordance with the Canadian
    Securities Administrators National Instrument
    43-101
    Standards of Disclosure for Mineral Projects
    (NI43-101). The NI43-101 standards are similar to
    those used by the United States Securities and Exchange
    Commissions (SEC) Industry Guide No. 7.
    However, the definitions in NI
    43-101
    differ in certain 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. Under the requirements
    of the SEC, mineralization may not be classified as a
    reserve unless the determination has been made that
    the mineralization could be economically and legally produced or
    extracted at the time the reserve determination is made. None of
    the Companys mineral reserves as determined under NI
    43-101 to
    date would qualify as mineral reserves under Industry Guide
    No. 7. There are also uses of the terms indicated
    resources and inferred resources. We advise
    U.S. investors that while those terms are recognized and
    required by Canadian regulations, the U.S. Securities and
    Exchange Commission does not recognize them. U.S. investors are
    cautioned not to assume that any part or all of the mineral
    deposits in these categories will ever be converted into
    reserves.6.
    
    Inferred resources are in addition to measured and indicated.  4D.3 Capcapo
    Property, The Phillipines
     - 41 -




---



##### 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.
 - 42 -




---



##### Table of Contents



Form 20-F.
  Overview
    www.sedar.com
   5A.
    Operating Results  Bong Mieu
    Gold Property
  start-up
 - 43 -




---



##### Table of Contents



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     (a)
    
    A total of 10,910 ounces of gold were sold for proceeds of
    CAD$10,212,987 during 2008 of which 2,826 ounces with proceeds
    of CAD$2,457,492 were netted against deferred development costs
    for projects that were not in commercial production.        Phuoc Son
    Gold Property
   - 44 -




---



##### Table of Contents



www.sedar.com
      Current
    Trends, Uncertainties, or Events that could Impact Company
    Results:
    and/or and/or and/or
      Managements
    Discussion and Analysis for the year ended December 31,
    2008 and , 2007
  Results
    of Operation
   - 45 -




---



##### Table of Contents



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.Amortization


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)


(590,313
)


(694,985
)


-15


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
      Twelve
    Months Ended December 31, 2006 Compared to Twelve Months
    Ended December 31, 2005
   - 46 -




---



##### Table of Contents



Government
    Economic, Fiscal, Monetary or Political Policies or
    Factors
     5B.
    Liquidity and Capital Resources          and/or and/or
 - 47 -




---



##### Table of Contents



5C.
    Research and development, patents and licenses, etc       5D. Trend
    Information   5E.
    Off-Balance Sheet Arrangements   5F.
    Tabular Disclosure of Contractual Obligations  Table
    No. 4: Tabular Disclosure of Contractual Obligations as at
    December 31, 2008
  Payment Due by PeriodContractual Obligations at




Less thanDecember 31 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


$
869,655


$
727,922


$
123,932  - 48 -




---



##### Table of Contents



ITEM 6:
    DIRECTORS,
    SENIOR MANAGEMENT, AND EMPLOYEES 6A.
    Directors and Senior Management    Table
    No. 5: Directors and Senior Management
  Date ofLatest

Term ofElection

Office of(Directors

theName

Title

Date of Birth

only)

DirectorsDavid A. Seton

Executive Chairman, Chief Executive Officer and Director

Dec. 13, 1955

June 12, 2008

3 yearsJon Morda

Director

Jan. 13, 1952

June 7, 2007

3 yearsJohn A.G. Seton

Director

Jan. 10, 1963

June 7, 2007

2 yearsKevin Flaherty

Director

Dec. 20, 1959

June 12, 2008

3 yearsT. Douglas Willock

Director

Jan. 8, 1953

June 7, 2007

2 yearsPeter Tiedemann

Chief Financial Officer

Sept 18, 1942

n/a

n/aCharles Barclay

Chief Operating Officer

Dec. 18, 1950

n/a

n/aT. Rodney P. Jones

VP  Exploration

Aug. 26, 1944

n/a

n/aJim Hamilton

VP  Investment Relations

Oct. 7, 1951

n/a

n/aRussell Graham

VP   Finance Vietnam

May 21, 1965

n/a

n/aHuong Le-Dao

VP  Human Resources

Jan 1, 1970

n/a

n/aLouis Montpellier

Corporate Secretary

Nov 13, 1953

n/a

n/a     David A.
    Seton
    Jon
    Morda
    John A.G.
    Seton
   - 49 -




---



##### Table of Contents



T. Douglas
    Willock
    Kevin
    Flaherty
    Peter
    Tiedemann
    Charles
    Barclay
    T. Rod
    P. Jones
    Louis
    Montpellier
   - 50 -




---



##### Table of Contents



James
    Hamilton
    Russell
    Graham
    Huong
    Le-Dao
    start-up
 - 51 -




---



##### Table of Contents



6B.
    Compensation    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


2008



25,000



Nil



8,750



Nil



N/A



N/A



N/ADirectorJon Morda


2008



30,000



Nil



8,750



Nil



N/A



N/A



N/ADirectorKevin Flaherty


2008



30,000



Nil



8,750



Nil



N/A



N/A



N/ADirectorDouglas Willock


2008



30,000



Nil



8,750



Nil



N/A



N/A



N/ADirectorLouise Montpellier


2008



Nil



Nil



N/A



250,000



N/A



N/A



N/ACorporate SecretaryPeter Tiedemann CFO(6)


2008



160,000



8,000



N/A



426,000



N/A



N/A



N/ACharles Barclay(4)


2008



175,000



8,750



N/A



426,000



N/A



N/A



N/AVP OperationsHuong Le-Dao(8)


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 Campagnoni(7)


2008



170,380



10,950



N/A



Nil



N/A



N/A



N/ARodney Jones(5)


2008



155,000



7,750



N/A



319,000



N/A



N/A



N/AVP Exploration   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)
    
    Mr. Barclay was appointed Chief Operating Officer on
    March 17, 2008.(5)
    
    Mr. Jones joined as VP  Exploration on
    August 6, 2007.(6)
    
    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.(7)
    
    Ms. Campagnoni ceased employment with the Company in
    October 2008.(8)
    
    Ms. Le-Dao joined as VP- Human Resources in September 2008. - 52 -




---



##### Table of Contents



6B.1.
    Termination Agreements for Directors and Senior Officers    Termination
    his/her
                    his/her
 - 53 -




---



##### Table of Contents



- 54 -




---



##### Table of Contents



6B.2.
    Stock Option Plan                 - 55 -




---



##### Table of Contents



6C. Board
    Practices         6D. Employees  2006

2007

2008Vietnam


340



471



539Elsewhere Worldwide


5



6



8Total


345



477



547  - 56 -




---



##### Table of Contents



6E. Share
    Ownership   6.E.1
    Details of Share Ownership    Shares ofCommonStock

Options Vested(Shares)

or Vesting

Beneficial

Percent ofTitle of Class

Name of Beneficial Owner

Held

Within 60 Days

Ownership

ClassCommon


David A. Seton


23,334



4,603,000



4,626,334



1.95Common


John A. G. Seton


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


Kevin Flaherty


Nil



166,667



166,667



0.07Common


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  - 57 -




---



##### Table of Contents



Table
    No. 6: Stock Options Outstanding as at December 31,
    2008
  Number ofCommon-VotingName

Shares

Exercise Price

Grant Date

Expiration 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 7A. Major
    Shareholders    Name

No. of Shares

PercentageDragon Capital Group Limited Ho Chi Minh City, Vietnam


89,679,601
(1)


38.60
%Zedex Minerals Limited Auckland, New Zealand


69,174,827
(2)


29.77
%     (1)
    
    Of these securities 39,369,227 shares are registered in the
    name of Vietnam Growth Fund Limited, 19,708,500 shares
    are registered in the name of Vietnam Enterprise Investments
    Limited, 13,000,000 are registered in the name of Vietnam
    Resource Investment (Holdings) Limited, 16,131,874 are
    registered in the - 58 -




---



##### Table of Contents



name of Vietnam Dragon Fund Limited, 1,270,000 shares
    are registered in the name of Dragon Capital Markets Limited and
    200,000 shares are registered in the name of Dragon Capital
    Management Limited.(2)
    
    Mr. John A. G. Seton, director, is an insider and executive
    chairman of Zedex Minerals Limited.        Related
    Party Transactions
           7B.
    Interests of Experts and Counsel   - 59 -




---



##### Table of Contents



ITEM 8:
    FINANCIAL
    INFORMATION 8A.
    Consolidated Statements and Other Financial Information  Form 20-F.
     8B.
    Significant Changes    ITEM 9:
    THE
    OFFER AND LISTING 9A.
    Common Share Trading Information   - 60 -




---



##### Table of Contents



TSX
    and TSX-V Common  Voting Shares Trading
    Activity
  Month and Year

Low

High(CAD$)

(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



0.94Ended December 31, 2005


0.215



0.45Ended December 31, 2004


0.28



0.57Ended December 31, 2003





$
0.87         otc
    bulletin Board
  Month and Year

Low

High(US $)March 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  - 61 -




---



##### Table of Contents



otc
    bulletin Board
  Month and Year

Low

High(US $)September 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     Plan of
    Distribution
   9B.
    Markets   9C.
    Selling Shareholders   9D.
    Dilution   9E.
    Expenses of the Issue    ITEM 10:
    ADDITIONAL
    INFORMATION 10A.
    Share Capital   10B.
    Memorandum and Articles of Association  Common
    shares
      winding-up
 - 62 -




---



##### Table of Contents



winding-up,
    Articles
    and By-laws
    General
  No. C-435269. 659785-8.
    Directors
  Canada
    Business Corporation Act
     - 63 -




---



##### Table of Contents



Annual
    and special meetings
     10C.
    Material Contracts    Debt Finance Facility Agreement
  Agreement for Fulfilment of Contract
  Mining License No 116 / GP-BTNMT
  Gold Export Certificate 
  Memorandum of Agreement and Supplement 
 10D.
    Exchange Controls  Proceeds of Crime (Money Laundering) and Terrorist Financing
    Act Proceeds of Crime (Money Laundering) and
    Terrorist Financing Act
  Investment
    Canada Act
  Investment Canada Act
 - 64 -




---



##### 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
 10E.
    Taxation 10E.1.
    Certain Canadian Federal Income Tax Consequences 
    General     - 65 -




---



##### Table of Contents



10E.2.
    Dividends  6/14/1983, 3/28/1984, 3/17/1995, 7/29/1997
 10E.3.
    Disposition of Common Shares     10E.4.
    United States Taxation     - 66 -




---



##### Table of Contents



US
    Holders
    Distributions
    on our Shares
    121-day
     - 67 -




---



##### Table of Contents



Foreign
    Tax Credit
  year-by-year
  Disposition
    of our Shares
      Other
    Considerations
    Passive
    Foreign Investment Company
   - 68 -




---



##### Table of Contents



Shareholder
    Election
        Mark to
    Market Election
   - 69 -




---



##### Table of Contents



mark-to-market
    Controlled
    Foreign Corporation
   10F.
    Dividends and Paying Agents   10G.
    Statements by Experts   10H.
    Documents on Display  (416) 572-
 10I.
    Subsidiary Information    ITEM 11:
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    ITEM 12:
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES    PART II
  ITEM 13:
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES   - 70 -




---



##### Table of Contents



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
      15T.2 (b)
    Managements Annual Report on Internal Control Over
    Financial Reporting
    52-109
    ITEM 16:
    AUDIT
    COMMITTEE 16A.
    Audit Committee Financial Expert   16B. Code
    of Ethics  www.olympuspacific.com www.sedar.com
 - 71 -




---



##### Table of Contents



16C.
    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.  non-audit
 16D.
    Exemptions From the Listing Standards for Audit Committees   16E.
    Purchases of Equity Securities by the Issuer and Affiliated
    Purchasers    PART III
  ITEM 17:
    FINANCIAL
    STATEMENTS    ITEM 18:
    FINANCIAL
    STATEMENTS    ITEM 19:
    EXHIBITS 19A.
    Financial Statements  ,
 - 72 -




---



##### Table of Contents



19B.
    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 Contracts3
.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, 2006.3
.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.

Reference is made to the 2007 20F Annual Return dated
    March 28, 2008 exhibit 3.24  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. - 73 -




---



##### Table of Contents



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, 20083
.27.

Management service agreement with Action Management
    Limited   dated January 1, 20083
.28.

Management Service Agreement with Wholesale Products Limited
    dated January 1, 20083
.29.

Management Service Agreement with Cawdor Holdings Limited dated
    January 1, 20083
.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                      5.
    Consents    12.
    Certifications      13
    Certifications
     - 74 -




---



##### Table of Contents



SIGNATURES  Form 20-F
    By:
    /s/  Peter
    Tiedemann      - 75 -




---



Report of
    Independent Auditors
          
 
    F-1




---



##### Table of Contents



OLYMPUS
    PACIFIC MINERALS INC.
    Consolidated Balance Sheets
  As atDecember 31


December 312008


2007(Canadian dollars)ASSETSCurrentCash

$
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



721,686Commitments and contractual obligations (note 9), Income
    taxes (note 13)


6,541,842



4,408,564SHAREHOLDERS 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     On behalf of the Board of Directors

signed
    David A. Seton
    Executive Chairman &
    Chief Executive Officer

signed
    Jon Morda
    Director & Chairman
    of Audit Committee  F-2




---



##### Table of Contents



OLYMPUS
    PACIFIC MINERALS INC.
  Consolidated Statements of Operations and Comprehensive
    Loss
  For the Years Ended December 312008


2007


2006(Canadian dollars)Sales  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  F-3




---



##### Table of Contents



OLYMPUS
    PACIFIC MINERALS INC.
  Consolidated Statements of Deficit
  For the Years Ended December 312008


2007


2006(Canadian dollars)DeficitBalance, 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-4




---



##### Table of Contents



OLYMPUS
    PACIFIC MINERALS INC.
  Consolidated Statements of Cash Flows
  For the Years Ended December 312008


2007


2006(Canadian dollars)Operating 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-5




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial Statements December 31, 2008
 All
    dollar amounts are in Canadian Dollars unless otherwise
    stated
  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-6




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    
    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-7




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  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
      and/or
 F-8




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Asset
    Retirement Obligations
    and/or
  Deferred
    exploration and development costs
    Foreign
    currency translation
   F-9




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Property,
    plant and equipment
      Asset
    impairment  Long-lived assets
    Stock-based
    compensation
     F-10




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Loss per
    share
      Future
    income taxes
    Stripping
    Costs
    Revenue
    Recognition
      Inventory
   F-11




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Interest
    Cost Accounting
    Financial
    Instruments
    Cash
    Accounts
    Receivables, Accounts Payable, Accrued Liabilities and Capital
    Leases
    Long-term debt
   F-12




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  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-13




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      4.
    Asset
    Retirement Obligation  December 31, 2008


December 31, 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-14




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  6.
    Property,
    Plant & Equipment  December 31, 2008


December 31, 2007Accumulated








AccumulatedCost


Depreciation


Net Book Value


Cost


Depreciation


Net Book 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-15




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  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, 2008


December 31, 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.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 F-16




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  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





AverageExercise





ExerciseNumber of


Price


Number of


PriceOptions


$


Options


$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     Options Outstanding


Options ExercisableNumber





Weighted


Number


WeightedOutstanding


Weighted


Average


Exercisable


AverageAs at


Average


Exercise


As at


ExerciseDecember 31,


Remaining


Price


December 31,


PriceRange of Exercise Prices

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    F-17




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      c)
    Warrants    December 31, 2008


December 31, 2007Weighted





WeightedAverage





AverageExercise





ExerciseNumber of


Price


Number of


PriceWarrants


$


Warrants


$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(1)


(1,790,000
)


0.58







Outstanding, end of the period


19,554,716



0.80



21,344,716



0.78     (1)
    
    The warrants that expired related to the March 31, 2006
    private placement.    NumberOutstandingas atDecember 31,Exercise Prices

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-18




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    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-19




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  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-20




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Interest
    rate risk
      Credit
    risk
      Liquidity
    risk
    11.
    Capital
    Lease Obligations    December 31, 2008


December 31, 2007Total minimum lease payment

$
698,281


$
388,390Less: current portion


(698,281
)


(388,390
)$



$
  F-21




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  12.
    Inventory  December 31, 2008


December 31, 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-22




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Year ofNon-Capital Loss Carry Forwards

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    16.
    Differences
    from Generally Accepted Accounting Principles   F-23




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  a)
    Exploration
    and development expenditures    b)
    Production
    Start Date      c)
    Asset
    Impairment  Long-Lived Assets      F-24




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2008


2007Canadian





US


Canadian





USNotes


GAAP


Adjustments


GAAP


GAAP


Adjustments


GAAPCurrent assets





$
11,902,349


$



$
11,902,349


$
29,029,207


$



$
29,029,207Long-term assets Mineral 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



(27,190,115
)


3,518,324



21,707,466



(21,707,466
)


54,571,264



(27,360,947
)


27,264,318



42,620,952



(21,824,298
)


20,796,654Total Assets





$
66,473,613


$
(27,306,947
)

$
39,166,667


$
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



(27,306,947
)


32,624,824



67,241,595



(21,824,298
)


45,417,297Total liabilities and Shareholders equity





$
66,473,613


$
(27,306,947
)

$
39,166,667


$
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.  d)
    Reconciliation
    of consolidated net income  For the Years Ended December 31Notes

2008


2007


2006Net loss under Canadian GAAP



$
8,474,733


$
8,941,689


$
9,478,887Sales

(b)










(1,193,954
)Cost and expenses

(a) & (b)










1,536,989Exploration and development expenditures

(a)


6,405,569



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



$
13,957,382


$
16,924,309


$
10,231,323Basic & diluted loss per share



$
0.06


$
0.08


$
0.06  F-25




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  e)
    Consolidated
    statements of cash flow under US GAAP    For the Years Ended December 312008


2007


2006ActivitiesOperating


(13,372,993
)


(10,992,707
)


(10,015,864
)Investing


(7,872,019
)


(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   f)
    US
    GAAP Recent Developments       F-26




---



##### Table of Contents



Olympus
    Pacific Minerals Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        END OF
    NOTES TO FINANCIAL STATEMENTS
 F-27