##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F-A
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-52324
 Olympus Pacific Minerals Inc.
  (Translation of Registrants name into English)
 (Jurisdiction of incorporation or organization)
 Suite 500  10 King Street East Toronto, Ontario Canada, M5C 1C3
 Securities to be registered pursuant to Section 12(b) of the Act: NoneSecurities to be registered pursuant to Section 12(g) of the Act: common shares(Title of Class)
 Section 15(d) None
 232,423,101
  o þ
 15 (d)
 þ o
   þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  U.S. GAAP o
    
    International Financial Reporting Standards as issued
    
    Other þBy the International Accounting Standards Board o
  þ o
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GLOSSARY
    
    
    4ITEM 1: Identity of Directors, Senior Management and Advisors
    
    
    8ITEM 2: Offer Statistics and Expected Timetable
    
    
    8ITEM 3: Key Information
    
    
    83A. Selected Financial Data
    
    
    8Table No. 1: Selected Financial Data
    
    
    9Table No. 2: U.S. Dollar/Canadian Dollar
    
    
    103B. Capitalization and Indebtedness
    
    
    103C. Reasons For The Offer And Use Of Proceeds
    
    
    103D. Risk Factors
    
    
    10ITEM 4: Information on the Company
    
    
    174A. History and Development of the Company
    
    
    17Table No. 3: Financings
    
    
    214.B Business Overview
    
    
    234A.1. General
    
    
    244A.2. Description of Mining Industry
    
    
    244C. Organizational Structure
    
    
    274D. Property, Plant and Equipment
    
    
    28Bong Mieu East  Ho Ray Deposit, Thac Trang and Rung De Prospects
    
    
    46Ho Gan (Bong Mieu Central)
    
    
    46Ho Ray and Thac Trang (Bong Mieu East)
    
    
    46Nui Kem (Bong Mieu Underground)
    
    
    46ITEM 5: Operating and Financial Review and Prospects
    
    
    515A. Operating Results
    
    
    525B. Liquidity and Capital Resources
    
    
    565C. Research and development, patents and licenses, etc
    
    
    575D. Trend Information
    
    
    575E. Off-Balance Sheet Arrangements
    
    
    575F. Tabular Disclosure of Contractual Obligations
    
    
    58Table No. 4: Tabular Disclosure of Contractual Obligations as at December 31, 2008
    
    
    58ITEM 6: Directors, Senior Management, and Employees
    
    
    586A. Directors and Senior Management
    
    
    58Table No. 5: Directors and Senior Management
    
    
    586B. Compensation
    
    
    616B.1. Termination Agreements for Directors and Senior Officers
    
    
    626B.2. Stock Option Plan
    
    
    656C. Board Practices
    
    
    666E. Share Ownership
    
    
    676.E.1 Details of Share Ownership
    
    
    67Table No. 6: Shareholdings of Directors and Senior Management at December 1, 2009
    
    
    67Table No. 7: Stock Options Outstanding as at December 31, 2008
    
    
    68ITEM 7: Major Shareholders and Related Party Transactions
    
    
    697A. Major Shareholders
    
    
    697B. Interests of Experts and Counsel
    
    
    70ITEM 8: Financial Information
    
    
    70
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8A. Consolidated Statements and Other Financial Information
    
    
    708B. Significant Changes
    
    
    71ITEM 9: The Offer and Listing
    
    
    719A. Common Share Trading Information
    
    
    719B. Markets
    
    
    739C. Selling Shareholders
    
    
    739D. Dilution
    
    
    739E. Expenses of the Issue
    
    
    73ITEM 10: Additional Information
    
    
    7310A. Share Capital
    
    
    7310B. Memorandum and Articles of Association
    
    
    7310C. Material Contracts
    
    
    7510D. Exchange Controls
    
    
    7510E. Taxation
    
    
    7610E.1. Certain Canadian Federal Income Tax Consequences  General
    
    
    7610E.2. Dividends
    
    
    7710E.3. Disposition of Common Shares
    
    
    7710E.4. United States Taxation
    
    
    7810F. Dividends and Paying Agents
    
    
    8210G. Statements by Experts
    
    
    8210H. Documents on Display
    
    
    8210I. Subsidiary Information
    
    
    82ITEM 11: Quantitative and Qualitative Disclosures about Market Risk
    
    
    82ITEM 12: Description of Securities other than Equity Securities
    
    
    82ITEM 13: Defaults, Dividend Arrearages and Delinquencies
    
    
    83ITEM 14: Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    83ITEM 15: Controls and Procedures
    
    
    83ITEM 16: Audit Committee
    
    
    8416A. Audit Committee Financial Expert
    
    
    8416B. Code of Ethics
    
    
    8416C. Principal Accountant Fees and Services
    
    
    8416D. Exemptions From the Listing Standards for Audit Committees
    
    
    8416E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    84ITEM 17: Financial Statements
    
    
    84ITEM 18: Financial Statements
    
    
    85ITEM 19: Exhibits
    
    
    8519A. Financial Statements
    
    
    8519B. Exhibits
    
    
    85SIGNATURES
    
    
    88EX-3.18EX-12.1EX-12.2
  
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GLOSSARY
 Following is a glossary of terms used throughout this Annual Report.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.
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hydrothermal
    
    the products or the actions of heated waters in a rock mass such as a mineral
deposit precipitating from a hot solution.igneous
    
    a primary type of rock formed by the cooling of molten material.inferred mineral resource
    
    that part of a mineral resource for which quantity and grade or quality can be
estimated on the basis of geological evidence and reasonable assumed, but not
verified, geological and grade continuity. The estimate is based on limited
information and sampling gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings, and drill holes.intrusion
    
    intrusive-molten rock which is intruded (injected) into spaces that are created
by a combination of melting and displacement.mafic
    
    igneous rocks composed mostly of dark, iron- and magnesium-rich minerals.metallurgical tests
    
    scientific examinations of rock/material to determine the optimum extraction of
metal contained. Core samples from diamond drill holes are used as
representative samples of the mineralization for this test work.mineral resource
    
    a concentration or occurrence of diamonds, natural solid inorganic material, or
natural solid fossilized organic material including base and precious metals,
coal, and industrial minerals in or on the Earths crust in such form and
quantity and of such a grade or quality that it has reasonable prospects for
economic extraction. The location, quantity, grade, geological characteristics
and continuity of a mineral resource are known, estimated or interpreted from
specific geological evidence and knowledge. Mineral Resources are sub-divided,
in order of increasing geological confidence, into Inferred, Indicated and
Measured categories.ore
    
    a naturally occurring rock or material from which minerals, such as gold, can
be extracted at a profit; a determination of whether a mineral deposit contains
ore is often made by a feasibility study.open pit
    
    a mining method whereby the mineral reserves are accessed from surface by the
successive removal of layers of material usually creating a large pit at the
surface of the earth.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
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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.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
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resulting movement of each side against the other, in which a lower
stratigraphic position is pushed up and over another. This is the result of
compressional forces.trenching
    
    the surface excavation of a linear trench to expose mineralization for sampling.vein
    
    a tabular body of rock typically of narrow thickness and mineralized occupying
a fault, shear, fissure or fracture crosscutting another pre-existing rock.
  1 mile (mi)
    
    = 1.609 kilometres (km)
    
    2,204 pounds (lbs)
    
    = 1 tonne1 yard (yd)
    
    = 0.9144 meter (m)
    
    2,000 pounds/1 short ton
    
    = 0.907 tonne1 acre
    
    = 0.405 hectare (ha)
    
    1 troy ounce
    
    = 31.103 grams1 kilometre (km)
    
    = 1,000 meters
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PART I
 
 ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
  
 ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3: KEY INFORMATION
 
 Selected Financial Data
 Financial
Statements
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Table No. 1: Selected Financial Data
 Year
    
    Year
    
    Year
    
    Year
    
    YearEnded
    
    Ended
    
    Ended
    
    Ended
    
    EndedDecember
    
    December
    
    December
    
    December
    
    December(CAD$)
    
    31, 2008
    
    31, 2007
    
    31, 2006
    
    31, 2005
    
    31, 2004CANADIAN GAAPRevenue
    
    
    7,755,495
    
    
    
    6,996,257
    
    
    
    1,644,040
    
    
    Nil
    
    
    NilIncome (Loss) for the Period
    
    
    (8,474,733
    )
    
    
    (8,941,689
    )
    
    
    (9,478,887
    )
    
    
    (2,768,461
    )
    
    
    (2,182,459
    )Basic & Diluted Earning
(Loss) Per Share
    
    
    (0.04
    )
    
    
    (0.04
    )
    
    
    (0.06
    )
    
    
    (0.02
    )
    
    
    (0.02
    )Dividends Per Share
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    Nil
    
    
    NilPeriod-end Shares
    
    
    232,423,101
    
    
    
    232,377,011
    
    
    
    164,678,791
    
    
    
    131,846,200
    
    
    
    97,748,660Cash
    
    
    5,096,418
    
    
    
    26,656,146
    
    
    
    4,101,536
    
    
    
    404,987
    
    
    
    5,597,628Working Capital
    
    
    6,642,509
    
    
    
    25,342,329
    
    
    
    1,720,050
    
    
    
    (1,862,041
    )
    
    
    717,921Mineral Properties
    
    
    9.564,422
    
    
    
    9,818,923
    
    
    
    10,015,755
    
    
    
    10,060,904
    
    
    
    10,060,904Deferred Development and
Exploration
    
    
    30,708,439
    
    
    
    21,707,466
    
    
    
    13,724,846
    
    
    
    13,089,242
    
    
    
    8,375,473Long-term Liabilities
    
    
    1,282,002
    
    
    
    721,686
    
    
    
    890,322
    
    
    
    351,428
    
    
    
    1,231,119Capital Stock
    
    
    104,206,522
    
    
    
    104,159,423
    
    
    
    66,074,507
    
    
    
    49,709,671
    
    
    
    38,749,225Shareholders Equity
    
    
    59,931,771
    
    
    
    67,241,595
    
    
    
    35,963,859
    
    
    
    27,386,599
    
    
    
    18,105,269Total Assets
    
    
    66,473,613
    
    
    
    71,650,159
    
    
    
    41,556,694
    
    
    
    30,510,086
    
    
    
    24,418,374US GAAPNet Income (Loss)
    
    
    (13,957,382
    )
    
    
    (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
    
    
    27,264,318
    
    
    
    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
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Table No. 2: U.S. Dollar/Canadian Dollar
 Average
    
    High
    
    Low
    
    CloseFebruary 2009
    
    
    
    
    
    
    1.2710
    
    
    
    1.2190
    
    
    
    1.2710January 2009
    
    
    
    
    
    
    1.2749
    
    
    
    1.1822
    
    
    
    1.2365December 2008
    
    
    
    
    
    
    1.2971
    
    
    
    1.1962
    
    
    
    1.2240November 2008
    
    
    
    
    
    
    1.2850
    
    
    
    1.1502
    
    
    
    1.2360October 2008
    
    
    
    
    
    
    1.2942
    
    
    
    1.0607
    
    
    
    1.2158September 2008
    
    
    
    
    
    
    1.0797
    
    
    
    1.0338
    
    
    
    1.0597Fiscal Years Ended:12/31/2008
    
    
    1.0713
    
    
    
    
    
    
    
    
    
    
    
    1.224012/31/2007
    
    
    1.0748
    
    
    
    
    
    
    
    
    
    
    
    0.991312/31/2006
    
    
    1.1341
    
    
    
    
    
    
    
    
    
    
    
    1.152812/31/2005
    
    
    1.2115
    
    
    
    
    
    
    
    
    
    
    
    1.165612/31/2004
    
    
    1.3017
    
    
    
    
    
    
    
    
    
    
    
    1.203412/31/2003
    
    
    1.4008
    
    
    
    
    
    
    
    
    
    
    
    1.2923
  
 Capitalization and Indebtedness
  
 Reasons For The Offer And Use Of Proceeds
  
 Risk Factors
  Not All Of The Company Mineral Properties Contain A Known Commercially Mineable Mineral Deposit:
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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:
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The Company Conducted Only Limited Drilling On Its Bong Mieu Property So Its Decision To Place The
Bong Mieu Central Gold Mine (VN220) Into Production May Have Been Based Upon Incomplete
Information:
 Because The Companys Testing Of Its Mining Process At The Bong Mieu Central Gold Mine (VN220) Was
Limited To Small Pilot Plant And Bench Scale Testing, It May Be Unable To Obtain The Expected
Metallurgical Recoveries When It Scales Up Its Operations, Rendering The Project Unprofitable:
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The Company Will Not Be Able to Insure Against All Possible Risks:
 Commodity Price Fluctuations  The Value of our Mineral Properties is Dependent Upon Gold Prices
Which Can Fluctuate Widely.
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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:
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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:
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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
 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:
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Management May Be Subject To Conflicts Of Interest Due To Their Affiliations With Other Resource
Companies:
 Future Sales Of Common Shares By Existing Shareholders Could Decrease The Trading Price Of The
Common Shares:
 
 ITEM 4: INFORMATION ON THE COMPANY
 
 History and Development of the Company
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www.sedar.com
    Amalgamation with Zedex Mineral Limited
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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.
 - 21 -




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(5)
    
    In 2005, a total placement, raising $11,063,500 was completed in two closings:
 (i.)
    
    In January, the Company closed a $5,080,000 private placement with Dragon
Capital Markets Limited (Dragon Capital) by issuing 12.7 million common shares
priced at $0.40/unit. In consideration for its service, Dragon Capital was paid a
finders fee of US$261,471 and was granted 1,270,000 warrants exercisable at
$0.40/unit for a period of one year from the date of closing;(ii.)
    
    In September, the Company received $5,983,500 from the closing of a
private placement and issued 19,945,000 common shares priced at $0.30/share.
 (6)
    
    On March 31, 2006, a private placement closed where the Company issued 27,000,000
shares at $0.58 raising $15,660,000.(7)
    
    On March 19, 2007, the Company completed a non-brokered private placement, of
21,428,571 shares at a price of $0.56 per share, for gross proceeds of $12,000,000 and net
proceeds of $11,967,772. The net proceeds were used for ongoing exploration, feasibility
studies and development work on the Companys mineral projects and for general corporate
purposes.(8)
    
    On August 10, 2007, the Company closed an offering (the Offering) of units of the
Company (Units) for aggregate gross proceeds of $25,000,000 (the Closing). Pursuant to
the Offering, the Company issued and sold a total of 38,461,538 Units at a price of $0.65
per Unit. Each Unit was comprised of one common share of the Company (a Share) and
one-half of one common share purchase warrant (Warrant). Each whole Warrant will be
exercisable at $0.80 until August 10, 2009. The Company granted the Agents an
over-allotment option (the Over-Allotment Option) exercisable in whole or in part at the
sole discretion of the Agents, for a period of 30 days from closing of the Offering, to
purchase up to an additional 5,769,230 Shares (Additional Shares) at a price of $0.62 per
Additional Share and up to an additional 2,884,615 Warrants (Additional Warrants) at a
price of $0.06 per Additional Warrant, for further gross proceeds of up to $3,750,000, if
exercised in full. In consideration for their services, the Corporation paid a fee of
$1,500,000 to the Agents (equal to 6% of the gross proceeds realized from the sale of
Units). The Agents were also granted non-transferable options (the Compensation Options)
to acquire 2,307,692 Units (each an Agents Unit) (equal to 6% of the number of Units
issued pursuant to the Offering). Each Compensation Option is exercisable to acquire one
Agents Unit at $0.65 until August 10, 2009. Each Agents Unit consists of one common share
of the Company and one-half of one common share purchase warrant (Agents Warrants). Each
whole Agents Warrant will be exercisable to acquire one common share of the Company (a
Agents Warrant Share) at a price of $0.80 per Agents Warrant Share until August 10,
2009. On September 7, 2007,the over-allotment option granted to the agents in connection
with the Companys public offering of units (the Offering), was exercised in respect of
216,394 common shares (Additional Shares) at a price of $0.62 per Additional Share and
323,947 warrants (Additional Warrants) at a price of $0.06 per Additional Warrant,
resulting in additional gross proceeds of $153,601. Each whole Warrant will be exercisable
at $0.80 until August 10, 2009. The partial exercise of the over-allotment options brings
the aggregate gross proceeds to the Company under the Offering to $25,153,601. The net
proceeds from the Offering are being used for further exploration and feasibility studies
at the Companys Bong Mieu Gold and Phuoc Son Gold properties in Vietnam and the Capcapo
property in the Philippines and for working capital and general corporate purposes.
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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
 
 Business Overview
 Forward-Looking Statements
 Safe Harbor Statement under the United States Private Securities Litigation Reform Act of
1995
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General
 General
      
 Description of Mining Industry
  - 24 -




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1.
    
    The amount of mineralization which has been established, and the likelihood of
increasing the size of the mineralized deposit through additional drilling;2.
    
    The expected mining dilution;3.
    
    The expected recovery rates in processing;4.
    
    The cost of mining the deposit;5.
    
    The cost of processing the ore to separate the gold from the host rocks,
including refining the precious or base metals;6.
    
    The costs to construct, maintain, and operate mining and processing activities;7.
    
    Other costs associated with operations including permit and reclamation costs
upon cessation of operations;8.
    
    The costs of capital;9.
    
    The costs involved in acquiring and maintaining the property; and10.
    
    The price of the precious or base minerals. For example, the price of one ounce
of gold for the years 2001-2008 ranged from a low of $271 U.S. in 2001, to a high of
US$1,011.25 in 2008. At March 19, 2009, the price of gold was $956.50 U.S. per
ounce1.
  
 1
    
    Based upon the Average Spot Price of Gold, London PM fix. - 25 -




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
    
    seeking to sell the deposit or the Company to third parties;
    
    entering into a joint venture with larger mining company to
mine the deposit; or
    
    placing the property into production ourselves.
 Key Information. D. Risk Factors
 REGULATION OF MINING INDUSTRY AND FOREIGN INVESTMENT IN VIETNAM
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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. - 27 -




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4D. Property, Plant and Equipment
 General
      Schedule of Investment Licenses
 GRANTPROJECT
    
    OWNER
    
    LICENSE
    
    AREA
    
    STATUS
    
    DATE
    
    TERM
    
    EXPIRY DATE1. Bong Mieu
    
    BOGOMIN
    
    IL 140/GPDC2
    
    30 Sq Km
    
    Granted
    
    
    5/3/91
    
    
    25 years
    
    
    5/3/20162. Phuoc Son
    
    PSGC
    
    IL 2355/GP
    
    70 Sq Km
    
    Granted
    
    
    20/10/2003
    
    
    30 years
    
    
    20/10/2033
 Schedule of Mining Licenses
 PROJECT
    
    MINE
    
    OWNER
    
    LICENSE
    
    AREA
    
    STATUS
    
    GRANT DATE
    
    TERM
    
    EXPIRY 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
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Schedule of Exploration License
 Phuoc Son
    
    PSGC
    
    EL 67/GP-BTNMT
    
    42 Sq Km
    
    Granted
    
    
    10/01/2008
    
    
    2 years
    
    
    10/01/2010Bong Mieu
    
    BOGOMIN
    
    EL 2125/GP-BTNMT
    
    30 Sq Km
    
    Granted
    
    
    24/10/2008
    
    
    2 years
    
    
    24/10/2010
 Schedule of Certificates
 COMPANY
    
    TYPE OF CERTIFICATE
    
    DATE GRANTED
    
    TERM
    
    EXPIRY DATEBong Mieu Gold Mining Company
    
    Gold export certificate
    
    December 31, 2008
    
    1 year
    
    Dec 31, 2009Phuoc Son Gold Mining Company
    
    Gold export certificate
    
    December 31, 2008
    
    1 year
    
    Dec 31, 2009Bong Mieu Gold Mining Company
    
    Land Use Certificate
    
    October 9, 1993
    
    25 years
    
    September 2017
 Schedule of Exploration Tenements (Applications)
 PROJECT
    
    E.L. REG. #
    
    REG. HOLDER1. Phuoc Son
    
    67/GP-BTNMT
    
    PSGMC2. Bong Mieu
    
    2125/GP BTNMT
    
    BOGOMIN3. Capcapo
    
    MPSA#141, EXPA#085
    
    AMIC4. Khau Pum
    
    
    
    OPVL5. Phuoc Thanh
    
    
    
    PSGC6. Sanakham
    
    MEAPA
    
    OYM
 4D.1 Phuoc Son Gold Property
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www.sedar.com
  - 30 -




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Property Description and Location
     - 31 -




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Accessibility, Climate, Local Resources, and Infrastructure
  ° ° °
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2
 Geology
  Kham Duc Formation (Proterozoic):
 Avuong Formation (Paleozoic):
  History of Exploration on the Phuoc Son Gold Property
   
    
    Stage 1 (October 1998  March 1999): reconnaissance surveying of the then 100 square
kilometres license area, identification of the three major mineralized shear structures, and
commencement of detailed exploration over the first of these structures (the Dak Sa shear
zone);
    
    Stage 2 (April 1999  December 1999): continuation of detailed exploration over the
southern end of the Dak Sa shear zone (including mapping/sampling and diamond drilling six
holes at Bai Dat) and follow-up exploration at other sites (particularly at K7) within the
balance of the license area;
    
    Stage 3 (January 2000 to June 2000): grid soil sampling in the Dak Sa & K7 shear zones,
rock sampling, geological mapping, pan concentrate survey, diamond drilling of 29 holes at Bai
Dat, Bai Cu, Bai Chuoi and Bai Go, within the Dak Sa shear zone;
    
    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;
 - 34 -




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
    
    Stage 5 (January 2001December, 2001): continuation of drilling with 31 additional holes at
the Bai Go, Bai Gio and Bo prospects, as well as geological mapping, rock and soil
geochemistry, pitting, surface and underground channel sampling, petrology, and gridding at
other prospects including K7, Hoa Son, Tra Lon, Suoi Cay, Vang Nhe, Khe Rin, Khe Do and Khe
Cop;
    
    Stage 6 (January 2002 to December, 2002): scout drilling at the Khe Rin, North Khe Do, Khe
Do, Bai Buom, Tra Long and K7 prospects (32 drillholes), as well as pitting at Nui Vang,
geological mapping/sampling, soil geochemistry, ground magnetometer surveying at Khe Rin-Khe
Do and Bai Buom, reconnaissance mapping elsewhere, including Vang Nhe, Tra Long, K7 and Hoa
Son; commencement of mine scoping studies at Dak Sa; and
    
    Stage 7 (January 2003 to December 31, 2003): in-fill, step-out and geotechnical diamond
drilling at Bai Dat, Bai Go, Bai Chuoi and Bai Cu (27 holes); preparation of mineral resource
estimates for the Bai Dat and Bai Go deposits; continuation of the scoping studies. A diamond
drilling program was completed at Bai Chuoi sector (between the Bai Dat and Bai Go deposits)
and soil geochemical surveys were being conducted elsewhere on the property.
  2004 Work
  2005 Work
  2006 Work
  - 35 -




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2007 Work
 www.sedar.com
   - 36 -




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South Deposit (Bai Dat)
   North Deposit (Bai Go)
  Other Phuoc Son Property Showings
  2008 Work
    (f) Resource Estimates
 - 37 -




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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.
 - 38 -




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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 Grade
    
    ContainedCategory
    
    Tonnes
    
    (g/t)
    
    Gold (oz)Total Inferred
    
    
    1,884,200
    
    
    
    6.63
    
    
    
    401,640
 
 Notes:(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.  - 39 -




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4D.2 Bong Mieu Gold Property
 .
      - 40 -




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Property Description and Location
   .
  - 41 -




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- 42 -




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- 43 -




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Figure 4: Ho Gan Mining Map
 (b) Accessibility, Climate, Local Resources, and Infrastructure
  ° ° °
  - 44 -




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(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
     2004 Work
 Bong Mieu Central (Ho Gan Deposit)
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Bong Mieu East (Ho Ray Deposit & Thac Trang)
   2005 Work
 
 Bong Mieu Central (Ho Gan Deposit)
  Bong Mieu Central
  
 Bong Mieu East  Ho Ray Deposit, Thac Trang and Rung De Prospects
  
 Nui Kem
   2006 Work
    2007 Work
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www.sedar.com
  2008 Work
       (e)
    
    Main mineral occurrences
  Ho Gan (Bong Mieu Central)
   Ho Ray and Thac Trang (Bong Mieu East)
   Nui Kem (Bong Mieu Underground)
  - 47 -




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Resource and Reserve Estimates
   Gold Grade
    
    ContainedCategory/Deposit
    
    Tonnes
    
    (g/t)
    
    Gold (oz)Proven (1)Probable(1)
    
    
    289,000
    
    
    
    2.90
    
    
    
    26,900Proven plus Probable (1)
    
    
    289,000
    
    
    
    2.90
    
    
    
    26,900
 
 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.  Measured & Indicated Resources
    
    Inferred Resources (3)Gold
    
    Contained
    
    
    
    
    
    Gold
    
    ContainedCategory/
    
    
    
    Grade
    
    Gold
    
    Category/
    
    
    
    Grade
    
    GoldDeposit
    
    Tonnes
    
    (g/t)
    
    (oz)
    
    Deposit
    
    Tonnes
    
    (g/t)
    
    (oz)Measured (1)
    
    1,071,900
    
    2.13
    
    73,400
    
    Inferred (1)
    
    4,739,800
    
    1.40
    
    213,340Indicated (1)
    
    2,511,600
    
    1.75
    
    141,310
    
    Historical Inferred
    
    1,220,000
    
    8.10
    
    317,700(Underground) (2)
 - 48 -




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Measured & Indicated Resources
    
    Inferred Resources (3)Gold
    
    Contained
    
    
    
    
    
    Gold
    
    ContainedCategory/
    
    
    
    Grade
    
    Gold
    
    Category/
    
    
    
    Grade
    
    GoldDeposit
    
    Tonnes
    
    (g/t)
    
    (oz)
    
    Deposit
    
    Tonnes
    
    (g/t)
    
    (oz)Historical M&I
    
    216,700
    
    6.51
    
    45,350(Underground) (2)Tungsten 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 (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.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.7.
    
    Mining losses and dilution (estimated separately for each of three deposits) are fully
accounted when calculating remaining reserve/resources.8.
    
    The Bong Mieu process plant is still being optimized and has not yet reached designed
steady-state metallurgical recovery. The Phuoc Son process plant is yet to be constructed. Once
steady-state metallurgical recovery has been achieved, metallurgical recovery factors for both
mines will be reported by YE average.9.
    
    Commodity prices used over the last three years (in USD) were as follows: - 49 -




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##### Table of Contents



Commodity
    
    2007 Price
    
    2008 Price
    
    2009 PriceGold
    
    US$700/oz
    
    US$880/oz
    
    US$1,120/ozTungsten
    
    US$250/MTU
    
    US$210/MTU
    
    US$150/MTU
 
 10.
    
    The Company currently operates two mines (Bong Mieu and Phuoc Son), company ownership of which
is 80% and 85%, respectively. The quantities disclosed relate to the whole mines.11.
    
    The resource estimates are inclusive of the reserve estimates. 4D.3 Capcapo Property, The Phillipines
     th
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##### Table of Contents



ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 The following is a discussion of the results of operations of the Company for the fiscal years
ended December 31, 2008, 2007, 2006, and 2005, and should be read in conjunction with the audited
financial statements of the Company for such periods, together with the accompanying notes,
included elsewhere in this Annual Report on Form 20-F. Unless indicated otherwise, all references
herein are to Canadian dollars. Please refer to Item 3: Key Information  for exchange rate
information on the Canadian dollar.
  Overview
  www.sedar.com
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Operating Results
 Bong Mieu Gold Property
   Q4 Fiscal
    
    Q3 Fiscal
    
    Q2 Fiscal
    
    Q1 Fiscal2008
    
    2008
    
    2008
    
    2008
    
    2008
    
    2007Tonnes of ore milled
    
    
    34,562
    
    
    
    43,724
    
    
    
    45,040
    
    
    
    41,996
    
    
    
    165,322
    
    
    
    155,500Grade (g/t Au)
    
    
    4.48
    
    
    
    2.92
    
    
    
    2.82
    
    
    
    3.28
    
    
    
    3.31
    
    
    
    3.16Mill recoveries (percent)
    
    
    69
    %
    
    
    57
    %
    
    
    63
    %
    
    
    65
    %
    
    
    64
    %
    
    
    62
    %Gold production (ounces)
    
    
    3,422
    
    
    
    2,322
    
    
    
    2,580
    
    
    
    2,866
    
    
    
    11,191
    
    
    
    9,737Gold sales (ounces)
    
    
    2,876
    
    
    
    2,388
    
    
    
    2,625
    
    
    
    3,021
    
    
    
    10,910
    
    
    
    9,198Sales
    
    $
    2,831,848
    
    
    $
    2,163,781
    
    
    $
    2,327,742
    
    
    $
    2,889,616
    
    
    $
    10,212,987
    
    
    $
    6,996,257Cost of sales
    
    $
    2,782,088
    
    
    $
    2,255,149
    
    
    $
    1,807,184
    
    
    $
    1,650,724
    
    
    $
    8,495,143
    
    
    $
    5,523,193Amortization
    
    $
    959,500
    
    
    $
    911,215
    
    
    $
    568,266
    
    
    $
    560,941
    
    
    $
    2,999,922
    
    
    $
    1,863,354Royalties
    
    $
    19,462
    
    
    $
    37,594
    
    
    $
    44,014
    
    
    $
    36,071
    
    
    $
    137,141
    
    
    $
    112,336
 
 (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. - 52 -




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Phuoc Son Gold Property
 www.sedar.com
  - 53 -




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##### Table of Contents



Current Trends, Uncertainties, or Events that could Impact Company Results:
 1.
    
    Gold price volatility could impact profitability at the current operating mine and
economic viability at development and exploration projects;2.
    
    The ability of the Company to continue its activities is dependent upon obtaining the
necessary funding and/ or generating funds to continue its exploration and development
programs and/or the realization of proceeds from the sale of one or more of its properties
and/or assets. Management has determined that in the current economic circumstances, and
because of the uncertainty of raising funds in the capital markets, self funding of the
development of the Phuoc Son mine is the preferred option. Accordingly, the Company has
commenced toll treatment of the Phuoc Son ore at the Bong Mieu plant to enable self
funding;3.
    
    As a result of the Companys decision to fund its Phuoc Sun operations internally, and
in order to conserve cash, the Companys current policy is to ensure the Company operations
are cash positive before it expands its exploration programs. The Company has approved a
budget of U.S. $150,000 that will be predominantly dedicated to developmental drilling,
resource updates and feasibility studies. The key focus of the Company in 2009 and 2010
is to increase production output to ensure the Company operations are cash flow positive.
This will enable non-production related exploration and infill drilling programes to be
completed to increase its gold reserves and resources at Bong Mieu and Phuoc Son;4.
    
    Refer to Item 3D for a complete list of risks the Company faces.
 Managements Discussion and Analysis for the year ended December 31, 2008 and , 2007
 Results of Operation
   %2008
    
    2007
    
    Change
    
    Comments on variancesSales
    
    $
    7,755,495
    
    
    $
    6,996,257
    
    
    
    11
    
    
    The Bong Mieu
central plant sold
8,084 oz of gold
during the 2008
year(at an average
realized price of
US$883 per ounce)
compared to 9,198 oz
of gold in the same
period last year (at
an average realized
price of US$708 per
ounce).Cost of sales
    
    
    6,204,527
    
    
    
    5,523,193
    
    
    
    12
    
    
    Costs per ounce of
gold produced were
higher in the last
two quarters of 2008
mainly due to lower
recovery rates as a
result of high base
metal content and
processing of
development ore.
The 2007 costs per
ounce were also
considered high due
to lower recovery
rates and lower mill
tonnage.
 - 54 -




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##### Table of Contents



%2008
    
    2007
    
    Change
    
    Comments on variancesAmortization
    
    
    2,630,938
    
    
    
    1,925,458
    
    
    
    37
    
    
    Increased as a
result of increased
investment in
Capital Assets.Management fees and
salaries
    
    
    3,092,628
    
    
    
    2,770,770
    
    
    
    12
    
    
    Increased as a
result of new
expenses for
deferred share units
issued under a new
deferred share unit
plan for
non-executive
directors and higher
independently
assessed salaries.Professional fees
    
    
    397,183
    
    
    
    782,058
    
    
    
    -49
    
    
    Decreased as a
result of lower
regulatory activity
and fees in 2008
when compared to
2007 which had more
audit and SOX review
fees, US
registration costs
and fees related to
the 2007 proposed
Zedex merger that
was withdrawn.Travel
    
    
    644,390
    
    
    
    574,569
    
    
    
    12
    
    
    Increase in number
of flights taken by
senior management to
Vietnam and Toronto.Investor relations
and promotion
    
    
    373,857
    
    
    
    527,466
    
    
    
    -29
    
    
    Lower for the 2008
year due to change
in marketing plans
in the second half
of the year to
reduce costs.Stock-based compensation
    
    
    1,063,160
    
    
    
    2,272,717
    
    
    
    -53
    
    
    Increased earlier in
2008 due to the
retention of a
compensation
consultant (see
salaries above)
however over the
year less
stock-based
compensation has
been awardedInterest expense (income)
    
    
    (587,390
    )
    
    
    (694,985
    )
    
    
    -16
    
    
    Interest income
decreased in 2008
due to the decreased
cash balance held.Foreign exchange loss (gain)
    
    $
    (352,756
    )
    
    $
    566,894
    
    
    
    162
    
    
    Exchange gain mainly
as a result of the
foreign exchange
rate fluctuations
impacting the value
of investments
denominated in US
dollars.
 Twelve Months Ended December 31, 2007 Compared to Twelve Months Ended December 31,
2006
   - 55 -




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Twelve Months Ended December 31, 2006 Compared to Twelve Months Ended December 31, 2005
   Government Economic, Fiscal, Monetary or Political Policies or Factors
   
 Liquidity and Capital Resources
   - 56 -




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Research and development, patents and licenses, etc
    
 Trend Information
  
 Off-Balance Sheet Arrangements
  - 57 -




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Tabular Disclosure of Contractual Obligations
 
 Table No. 4: Tabular Disclosure of Contractual Obligations as at December 31, 2008
 Payment Due by PeriodLess thanContractual Obligations at December 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
    
    
    $
    869,654
    
    
    $
    727,922
    
    
    $
    123,932
 
 ITEM 6: DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES
 
 Directors and Senior Management
  
 Table No. 5: Directors and Senior Management
 Date of FirstElection or
    
    Term of OfficeName
    
    Title
    
    Date of Birth
    
    Appointment
    
    of the DirectorsDavid A. Seton
    
    Executive Chairman,
Chief Executive
Officer and
Director
    
    Dec. 13, 1955
    
    Aug. 23, 1996
    
    3 yearJon Morda
    
    Director
    
    Jan. 13, 1952
    
    Aug. 16, 2005
    
    3 yearsJohn A.G. Seton
    
    Director
    
    Jan. 10, 1963
    
    July 7, 1999
    
    2 yearsT. Douglas Willock
    
    Director
    
    Jan. 8, 1953
    
    Feb. 16, 2006
    
    2 yearsPeter Tiedemann
    
    Chief Financial Officer
    
    Sept 18,1942
    
    July 25, 2006
    
    n/aCharles Barclay
    
    Chief Operating Officer
    
    Dec. 18, 1950
    
    July 13, 2006
    
    n/aT. Rodney P. Jones
    
    VP  Exploration
    
    Aug. 26, 1944
    
    Aug. 6, 2007
    
    n/aJim Hamilton
    
    VP  Investment
Relations
    
    Oct. 7, 1951
    
    Mar. 17, 2008
    
    n/aRussell Graham
    
    VP  Finance Vietnam
    
    May 21, 1965
    
    Aug. 6, 2007
    
    n/aHuong Le-Dao
    
    VP  Human
Resources
    
    Jan 1, 1970
    
    Sept. 1, 2008
    
    n/aLouis Montpellier
    
    Corporate Secretary
    
    Nov 13, 1953
    
    Mar. 17, 2008
    
    n/a
 - 58 -




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##### Table of Contents



David A. Seton, Chairman of the Board of Directors, Chief Executive Officer
  Jon Morda, Director
  John A.G. Seton, Director
  T. Douglas Willock, Director
  Peter Tiedemann, Chief Financial Officer
  - 59 -




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Charles Barclay, Chief Operating Officer
  T. Rodney P. Jones, Vice President  Exploration
  Louis Montpellier, Corporate Secretary
  James Hamilton, Vice President- Investment Relations
  Russell Graham, Vice President Finance  Vietnam
  Huong Le-Dao, Vice President  Human Resources
   - 60 -




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Compensation
  Annual Compensation
    
    Long Term CompensationAwards
    
    PayoutsRestrictedOther
    
    Securities
    
    Shares or
    
    
    
    
    
    AllName and
    
    
    
    
    
    
    
    
    
    
    
    Annual
    
    Under Options/
    
    Restricted
    
    LTIP
    
    OtherPrincipal
    
    
    
    Salary
    
    Bonus
    
    Compensation
    
    SARs Granted
    
    Share Units
    
    Payouts
    
    CompensationPosition
    
    Year
    
    ($)(1)
    
    ($)
    
    ($)
    
    (#)(2)
    
    ($)
    
    ($)
    
    ($)David A. Seton(3)
Executive Chairman
    
    2008
    
    
    240,000
    
    
    
    12,000
    
    
    
    N/A
    
    
    
    1,809,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJohn Seton(4)
Director
    
    2008
    
    
    25,000
    
    
    Nil
    
    
    
    35,000
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    $
    110,653Jon Morda 
Director
    
    2008
    
    
    30,000
    
    
    Nil
    
    
    
    35,000
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AKevin Flaherty 
Director
    
    2008
    
    
    30,000
    
    
    Nil
    
    
    
    35,000
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADouglas Willock 
Director
    
    2008
    
    
    30,000
    
    
    Nil
    
    
    
    35,000
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ALouise Montpellier 
Corporate Secretary
    
    2008
    
    Nil
    
    
    Nil
    
    
    
    N/A
    
    
    
    250,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APeter Tiedemann 
CFO (7)
    
    2008
    
    
    160,000
    
    
    
    8,000
    
    
    
    N/A
    
    
    
    426,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ACharles Barclay(5)
VP Operations
    
    2008
    
    
    175,000
    
    
    
    8,750
    
    
    
    N/A
    
    
    
    426,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AHuong Le-Dao(9)
VP Human Resources
    
    2008
    
    
    50,000
    
    
    Nil
    
    
    
    N/A
    
    
    
    153,850
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJames Hamilton
VP Investor Relations
    
    2008
    
    
    132,000
    
    
    
    6,600
    
    
    
    N/A
    
    
    
    319,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ARussell Graham 
VP Finance Vietnam
    
    2008
    
    
    142,000
    
    
    
    7,100
    
    
    
    N/A
    
    
    
    319,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AColin Patterson
    
    2008
    
    
    220,305
    
    
    Nil
    
    
    
    N/A
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 - 61 -




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Annual Compensation
    
    Long Term CompensationAwards
    
    PayoutsRestrictedOther
    
    Securities
    
    Shares or
    
    
    
    
    
    AllName and
    
    
    
    
    
    
    
    
    
    
    
    Annual
    
    Under Options/
    
    Restricted
    
    LTIP
    
    OtherPrincipal
    
    
    
    Salary
    
    Bonus
    
    Compensation
    
    SARs Granted
    
    Share Units
    
    Payouts
    
    CompensationPosition
    
    Year
    
    ($)(1)
    
    ($)
    
    ($)
    
    (#)(2)
    
    ($)
    
    ($)
    
    ($)Pamela
Campagnoni(8)
    
    2008
    
    
    170,380
    
    
    
    10,950
    
    
    
    N/A
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ARodney Jones(6)
VP Exploration
    
    2008
    
    
    155,000
    
    
    
    7,750
    
    
    
    N/A
    
    
    
    319,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 
 NOTES:(1)
    
    Amounts converted to Canadian dollars using Bank of Canada exchange rates at end of December
2008 rounded to the nearest dollar.(2)
    
    Figures represent options granted during a particular year; see Aggregate Option table for
the aggregate number of options outstanding at year end.(3)
    
    Mr. Seton was appointed as CEO on February 4, 2008,(4)
    
    During 2008 the Company paid or accrued $110,653 for consulting and legal fees to entities
associated with John Seton, a director of the Company. These entities included (i) Jura
Trust, which is associated with John Seton, and (ii) Claymore Law, a law firm in which John
Seton is a principal(5)
    
    Mr. Barclay was appointed Chief Operating Officer on March 17, 2008.(6)
    
    Mr. Jones joined as VP  Exploration on August 6, 2007.(7)
    
    Mr. Tiedemann was appointed VP  Corporate Affairs of the Company on March 17, 2008. Prior
to that, he was the CFO and Corporate Secretary. He was reappointed to the role of CFO in
October 2008.(8)
    
    Ms. Campagnoni ceased employment with the Company in October 2008.(9)
    
    Ms. Le-Dao joined as VP- Human Resources in September 2008. 
 Termination Agreements for Directors and Senior Officers
  Termination
   1)
    
    a receiver or liquidator is appointed in respect of the Company; or
 - 62 -




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##### Table of Contents



2)
    
    the Company fails to pay any moneys payable hereunder within fourteen (14) calendar
days of the due date and shall further fail to pay such moneys within fourteen (14)
calendar days of receiving written notice of such failure from the Executive.
   (i)
    
    the Executives full fee through to the date of termination at the amount in effect at
the time the Companys Notice of Termination was given, the amount of any allowable
expenses reimbursable, plus an amount equal to the amount, if any, of any bonuses
previously made to the Executive which have not been paid;(ii)
    
    in lieu of further fees for periods subsequent to the date of the Companys Notice of
Termination, a payment:
 equal to three (3) months of the Executives then existing annual fees should
termination occur within the first twelve (12) months from the date the Executive
commenced providing services to the Company; orequal to six (6) months of the Executives then existing annual fees should termination
occur after the first twelve (12) months from the date the Executive commenced providing
services to the Company; and
 (iii)
    
    the Executives options on shares of the Company shall remain in full force and effect
for the earlier of the expiry date of such options or twelve (12) months following the
Companys Notice of Termination and the option agreements shall be deemed to have been
amended, to the extent required, to the effect that any provision which would otherwise
terminate such options as a result of the termination of the Executives services shall be
null and void.
   - 63 -




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##### Table of Contents



(i)
    
    the Executives fees through to the Date of Resignation at the amount of the
Executives then existing annual fee at the time notice of termination or notice of
resignation was given, the amount of any reimbursable expenses, plus an amount equal to
the amount, if any, of any bonuses previously made to the Executive which have not been
paid, accrued vacation and any other amounts due upon termination or resignation;(ii)
    
    in lieu of further fees for periods subsequent to the Date of Resignation, a
payment equal to the number of months set out in Schedule B at the rate of the
Executives then existing annual fee and incentive bonus pursuant to Schedule B; and(iii)
    
    in lieu of common shares of the Company issuable upon exercise of options, if any,
previously granted to the Executive under the Companys incentive programs and remaining
unexercised at 5:00 p.m. (Toronto time) on the fourth calendar day following the Date of
Resignation, which options shall be cancelled upon the payment referred to herein, a cash
amount equal to the aggregate difference between the exercise price of all options held
by the Executive, whether or not then fully exercisable, and the higher of (i) the
average of the closing prices of the Companys common shares as reported on the Toronto
Stock Exchange (or such other stock exchange on which the Companys shares may be listed)
for thirty (30) calendar days preceding the Date of Resignation or (ii) the average price
actually paid for the most highly priced one percent (1%) of the Companys common shares,
however and for whatever reason by any person who achieves control of the Company as such
term is defined in Section 2(g); and(iv)
    
    the Executive shall have the right, exercisable up to the fourth calendar day
following the Date of Resignation, to elect to waive the application of the provisions
regarding stock options,
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##### Table of Contents



following the Date of Resignation. The Executive may exercise
this election on or before 5:00 p.m. Toronto time on such fourth calendar day by
delivering a notice in writing to the Company of such waiver whereupon:
 in accordance with the Companys stock option plan, the Executives unvested options
on shares of the Company shall immediately vest and the Executives
vested options on shares of the Company will expire within ninety (90) days of the
Date of Resignation; andthe Company shall be relieved of any obligation in connection with termination of
the Executives engagement to make the payment in Section 5(h)(iii).
 (v)
    
    The Executive agrees to accept such compensation in full satisfaction of any and
all claims the Executive has or may have against the Company and the Executive agrees to
execute and deliver a full and final release in writing of the Company with respect to
the same upon payment of said sum, except monies owing by either party to the other up to
the Date of Resignation.
    
 6B.2. Stock Option Plan
  1.
    
    The maximum number of options that can be issued at any one time cannot be higher than 12% of
the Companys issued and outstanding share capital (on a non-diluted basis).2
    
    Options are subject to an accelerated expiry term (the Accelerated Term) for those options
held by individuals who are no longer associated with the Company. The Accelerated Term
requires that options held by individuals who resign or are terminated from the Company expire
on the earlier of: (i) the original expiry term; or (ii) 90 days from the date of resignation
or termination; or (ii) the date provided for in the employment or consulting agreement
between participant and the Company; however, shareholder approval is required if this would
cause the options to extend beyond original expiry.3.
    
    The maximum number of shares that may be reserved for option grant to any one individual
insider in any 12 month period may not exceed 5% of the common shares issued and outstanding
(on a non-diluted basis) on the date of grant;
 - 65 -




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##### Table of Contents



4.
    
    The maximum number of shares that may be reserved for issuance to insiders of the Company may
not exceed 10% of the common shares issued and outstanding (on a non-diluted basis) on the
date of grant;5.
    
    The maximum number of shares that may be issued to insiders, as a group, within a one year
period may not exceed 10% of the common shares issued and outstanding (on a non-diluted basis)
on the date of issuance;6.
    
    The maximum number of shares that may be issued to any non-employee directors, as a group,
during any 12 month period shall not exceed 5% of the common shares issued and outstanding (on
a non-diluted basis) on the date of grant;7.
    
    Subject to the policies, rules and regulations of any lawful authority having jurisdiction
(including Exchange), the Board may, at any time, without further action by its shareholders,
amend the Plan or any Option granted hereunder in such respects as it may consider advisable.
The Board may not, however, without the consent of the Participant, alter or impair any of the
rights or obligations under an Option theretofore granted. No Common Shares shall be issued
under any amendment to this Plan unless and until the amended Plan has been approved by the
Exchange. The Plan may be abandoned or terminated in whole or in part at any time by the
Board, except with respect to any Option then outstanding under the Plan8.
    
    The Option Price of any Option granted shall be determined by the Board but shall not be
less than the volume weighted average trading price of the common shares on the Exchange, or
another stock exchange where the majority of the trading volume and value of the listed shares
occurs, for the 5 trading days immediately prior to the date of grant (or, such other price
required by the Exchange) (calculated by dividing the total value by the total volume of
securities traded for the relevant period) (Market Price).9.
    
    Upon the announcement of any form of transaction (a Change of Control Transaction) which,
if completed, would constitute a Change of Control and under which Common Shares of the
Company are to be exchanged, acquired or otherwise disposed of, including a take-over bid, or
tender offer made for all or any of the issued and outstanding common shares, the Company
shall, as soon as practicable following the announcement of such Change of Control
Transaction, notify each Participant currently holding an Option of the Change of Control
Transaction, and all Options of the Participant which have not vested shall be deemed to be
fully vested and exercisable solely for purposes of permitting the Participant to exercise
such Options in order to participate in the Change of Control Transaction in respect of the
Common Shares (the Optioned Shares) thereby acquired.
  
 Board Practices
  - 66 -




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##### Table of Contents



2006
    
    2007
    
    2008Vietnam
    
    
    340
    
    
    
    471
    
    
    
    539Elsewhere Worldwide
    
    
    5
    
    
    
    6
    
    
    
    8Total
    
    
    345
    
    
    
    477
    
    
    
    547
  
 6E. Share Ownership
  
 6.E.1 Details of Share Ownership
 
 Table No. 6: Shareholdings of Directors and Senior Management at December 1, 2009
 Shares ofCommonStock
    
    Options VestedTitle of
    
    Name of Beneficial
    
    (Shares)
    
    or Vesting
    
    Beneficial
    
    Percent ofClass
    
    Owner
    
    Held
    
    within 60 days
    
    Ownership
    
    ClassCommon
    
    David A. Seton(1)
    
    
    23,334
    
    
    
    4,603,000
    
    
    
    4,626,334
    
    
    
    1.95Common
    
    John A. G. Seton(2)
    
    Nil
    
    
    
    1,166,667
    
    
    
    1,166,667
    
    
    
    0.50Common
    
    Jon Morda
    
    
    19,500
    
    
    
    413,333
    
    
    
    432,833
    
    
    
    0.19Common
    
    T. Douglas Willock
    
    
    91,000
    
    
    
    492,333
    
    
    
    583,333
    
    
    
    0.25Common
    
    Peter Tiedemann
    
    
    20,000
    
    
    
    908,667
    
    
    
    928,667
    
    
    
    0.40Common
    
    Charles Barclay
    
    Nil
    
    
    
    1,475,333
    
    
    
    1,475,333
    
    
    
    0.63Common
    
    Rod Jones
    
    Nil
    
    
    
    506,333
    
    
    
    506,333
    
    
    
    0.22Common
    
    James Hamilton
    
    
    35,090
    
    
    
    356,333
    
    
    
    391,423
    
    
    
    0.17Common
    
    Huong Le-Dao
    
    Nil
    
    
    
    51,283
    
    
    
    51,283
    
    
    
    0.02Common
    
    Louis Montpellier
    
    Nil
    
    
    
    83,333
    
    
    
    83,333
    
    
    
    0.04Common
    
    Russell Graham
    
    Nil
    
    
    
    206,333
    
    
    
    206,333
    
    
    
    0.09
 - 67 -




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##### Table of Contents



NOTES:(1)
    
    Mr. David Seton is the beneficial owner of 4,626,334 Shares (i) 23,334
Shares which he owns directly, and (ii) 4,603,000 Shares he may acquire pursuant to
the exercise of stock options. In January 2010 it is anticipated that Mr. Seton will
be granted otions to acquire an additional 1,573,585 Shares.(2)
    
    Mr. John Seton is the beneficial owner of 1,500,000 Shares, which are the Shares
he may acquire pursuant to the exercise of stock options. He owns no Shares
directly. This amount does not include the 5,797,105 Shares he will acquire when the
pending amalgamation involving the Company and Zedex is completed. Under the terms
of the Amalgamation, Mr. Seton, who owns 13,913,052 shares of Zedex, will receive
5,797,105 Shares of the Company in exchange for his Zedex shares. In addition, Mr.
Seton who holds options to acquire 1,500,000 shares of Zedex, will exchange those
options for options to acquire to acquire 625,000 Shares of the Company, bringing
the total number of options he will have in the Company to 2,125,000 Shares. In
January 2010 it is anticipated that Mr. Seton will be receiving options to acquire an
additional 1,000,000 Shares in the Company, bringing his total number of options to
3,125,000 Shares.  
 Table No. 7: Stock Options Outstanding as at December 31, 2008
 Number ofCommon-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, 2013
 - 68 -




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##### Table of Contents



Number ofCommon-votingName
    
    Shares
    
    Exercise Price
    
    Grant Date
    
    Expiration DateJames Hamilton
    
    150,000
    
    
    0.32
    
    
    Nov 22, 2005
    
    Nov 21, 2010150,000
    
    
    0.65
    
    
    Aug 15, 2007
    
    Aug 13, 2012319,000
    
    
    0.40
    
    
    Jun 13, 2008
    
    Jan 1, 2013Louis Montpellier
    
    250,000
    
    
    0.62
    
    
    May 1, 2008
    
    Apr 30, 2013Russell Graham
    
    150,000
    
    
    0.65
    
    
    Aug 15, 2007
    
    Aug 15, 2012319,000
    
    
    0.40
    
    
    Jun 13, 2008
    
    Jan 1, 2013
 
 ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
 Major Shareholders
  Name
    
    No. of Shares
    
    PercentageDragon Capital Group Limited
    
    
    89,679,601
    (1)
    
    
    38.60
    %Ho Chi Minh City, VietnamZedex Minerals Limited
    
    
    69,174,827
    (2)
    
    
    29.77
    %Auckland, New Zealand
 
 Notes:(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 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.Management of the Company is unaware of who the beneficial owners of Dragon Capital Group
Limited (Dragon Capital) are. Based upon information contained on its website,
www.dragoncapital.com, Dragon Capital is an investment group focused exclusively on Vietnams
capital markets. Management is unaware of who are the beneficial
owners of the Companys Shares owned by Dragon Capital.(2)
    
    Mr. John A. G. Seton, director, is an insider and executive chairman of Zedex Minerals
Limited. At a Special General Meeting of Zedexs shareholders held on December 17, 2009,
Zedexs shareholders approved a merger with the Company. Under the terms of the merger Zedexs
shareholders will receive one share of the Company for every 2.4 Zedex shares owned.    - 69 -




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##### Table of Contents



Related Party Transactions
  (a)
    
    Paid or accrued $889,836 in 2008 for management fees and $301,626 in 2008 in reimbursement of
expenses incurred on behalf of the Company to companies controlled by officers of the Company.
The companies that were paid for management fees and reimbursement of expenses include the
following: Orangue Holdings Limited associated with David Seton; Momentum Resources
International Pty Ltd associated with Colin Patterson; Action Management Limited associated
with Charles Barclay; Wholesale Products Trading Limited associated with Peter Tiedemann; and
Cawdor Holdings Limited associated with Russell Graham. Expenses that were reimbursed include
the following costs: airfare, accommodation, meals, car rental, telecommunications, computer,
training courses, conferences and licenses. All of these management and consulting fees have
been disclosed in Item 6. B Directors, Senior Management, and Employees. Compensation.(b)
    
    Paid or accrued $110,653 in 2008 for consulting and legal fees. The companies that were
paid for consulting fees include the following: Jura Trust (Jura) associated with John
Seton, a director of the Company; Claymore Law (Claymore) where John Seton is a principal.
The services provided are not under contract as the consulting and legal services are provided
on an ad hoc basis based on requests by the Company. These fees have been included in Item
6. B Directors, Senior Management, and Employees. Compensation. for John Seton under All
Other Compensation.(c)
    
    On January 1, 2006, Zedex Minerals Limited (Zedex) (a significant shareholder of the Company)
was assigned the 2% gross production royalty, on the Bong Mieu sales, less incremental costs
when Ivanhoe assigned to Zedex all its rights, title and interest in and to the debt, gross
production royalties and royalty agreement. Refer to Exhibit 3.16. The Company paid or
accrued $143,031 in 2008 for royalties to Zedex, a shareholder of the Company. The royalty
is calculated as 2% of the net sales amount equal to the revenues for gold and silver less
refining and delivery costs.
  
 Interests of Experts and Counsel
  
 ITEM 8: FINANCIAL INFORMATION
 
 Consolidated Statements and Other Financial Information
   - 70 -




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##### Table of Contents



Significant Changes
  
 ITEM 9: THE OFFER AND LISTING
 
 Common Share Trading Information
   TSX and TSX-V Common  Voting Shares Trading ActivityLow (CAD$)
    
    
    High (CAD$)Month and YearFebruary 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
    
    
    
    0.72
 - 71 -




---



##### Table of Contents



Annual (Fiscal Year):
 TSX and TSX-V Common  Voting Shares Trading ActivityLow (CAD$)
    
    
    High (CAD$)Month and YearEnded 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
    
    
    
    0.57
    otc bulletin Board (US $)
    
    
    Low
    
    
    
    HighMonth and YearMarch 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
    
    
    
    0.16otc bulletin Board (US $)
    
    
    Low
    
    
    
    HighMonth and YearSeptember 2008
    
    
    0.12
    
    
    
    0.17October 2008
    
    
    0.05
    
    
    
    0.12November 2008
    
    
    0.04
    
    
    
    0.06December 2008
    
    
    0.04
    
    
    
    0.08January 2009
    
    
    0.06
    
    
    
    0.12February 2009
    
    
    0.11
    
    
    
    0.16
 - 72 -




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##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Terrorist Financing Act Proceeds of Crime
(Money Laundering) and Terrorist Financing Act
 Investment Canada Act
 Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act
 Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act
 Investment Canada Act Investment
Canada Act
 Investment Canada Act Investment Canada Act Investment Canada Act
 
 Taxation
 
 Certain Canadian Federal Income Tax Consequences  General
 - 76 -




---



##### Table of Contents



Dividends
  
 Disposition of Common Shares
   - 77 -




---



##### Table of Contents



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




---



##### Table of Contents



Foreign Tax Credit
  Disposition of our Shares
  - 79 -




---



##### Table of Contents



Other Considerations
     - 80 -




---



##### Table of Contents



Shareholder Election
    Mark to Market Election
   Controlled Foreign Corporation
  - 81 -




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



ITEM 16:
    
    AUDIT COMMITTEE
 
 Audit Committee Financial Expert
  
 Code of Ethics
  
 Principal Accountant Fees and Services
  Financial Year
    
    

    

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




---



##### Table of Contents



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




---



##### Table of Contents



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




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##### Table of Contents



3.30.
    
    Employment Agreement with James Hamilton dated January 1, 2008.3.31.
    
    Bong Mieu Exploration Licence No 2125/GP-BTNMT3.32.
    
    Gold Export Certificates  dated December 31, 20083.33.
    
    Addendum 3 to the Refining Contract of November 1st 2005 dated December 10,
2008 between Argor-Hearaeus SA and Bong Mieu Gold Mining Company.
 4.
    
    List of SubsidiariesThe Company has the following subsidiaries:
 a.
    
    Formwell Holdings Ltd.  incorporated in British Virgin Islands;b.
    
    Bong Mieu Holdings Ltd.  incorporated in Thailand;c.
    
    Bong Mieu Gold Mining Company Limited  incorporated in Vietnam (80%
owned by Bong Mieu Holdings Ltd.;d.
    
    Olympus Pacific Vietnam Ltd.  incorporated in British Virgin Islands;e.
    
    New Vietnam Mining Corporation (NVMC)  incorporated in British Virgin
Islands;f.
    
    Phuoc Sun Gold Company Limited  incorporated in Vietnam (85% owned by
New Vietnam Mining Corporation (NVMC);g.
    
    Olympus Pacific Thailand Ltd.  incorporated in British Virgin Islands;h.
    
    Kadabra Mining Corp.  incorporated in Phillipines;i.
    
    Olympus Pacific Minerals Inc Vietnam Ltd.  incorporated in Vietnam
 5.
    
    Consents
 5.1.
    
    Consent of Terra Mining Consultants and Stevens & Associates
 12.
    
    Certifications
 12.1.
    
    Certification of Chief Executive Officer
 12.2.
    
    Certification of Chief Financial Officer
 13.
    
    Certifications Reference is made to 2008 Annual Report
dated March 30, 2009
 13.1.
    
    Certification of Chief Executive Officer
 13.2.
    
    Certification of Chief Financial Officer
 - 87 -




---



##### Table of Contents



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




---



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




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##### 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




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##### 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




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##### 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




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##### 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




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##### Table of Contents



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