##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F
 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, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-52324
 Olympus Pacific Minerals Inc.
  (Translation of Registrants name into English)
 (Jurisdiction of incorporation or organization)
 Suite 500
 10 King Street East Toronto, Ontario Canada, M5C 1C3
 Securities to be registered pursuant to Section 12(b) of the Act:
    
    NoneSecurities to be registered pursuant to Section 12(g) of the Act:
    
    common shares(Title of Class)
 None
 268,458,779
  o þ
  þ o
  o o
  þ o
  Large accelerated file o
Accelerated file o
Non-accelerated file þ  U.S. GAAP o
    
    International Financial Reporting Standards as issued
    
    Other þBy the International Accounting Standards Board o
  þ o
  o þ




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##### Table of Contents



GLOSSARY
    
    
    
    
    4ITEM 1:
    
    Identity of Directors, Senior Management and Advisors
    
    
    8ITEM 2:
    
    Offer Statistics and Expected Timetable
    
    
    8ITEM 3:
    
    Key Information
    
    
    83A.
    
    Selected Financial Data
    
    
    8Table No. 1:
    
    Selected Financial Data
    
    
    83B.
    
    Capitalization and Indebtedness
    
    
    103C.
    
    Reasons For The Offer And Use Of Proceeds
    
    
    103D.
    
    Risk Factors
    
    
    10ITEM 4:
    
    Information on the Company
    
    
    184A.
    
    History and Development of the Company
    
    
    18Table No. 2:
    
    Financings
    
    
    224.B
    
    Business Overview
    
    
    244A.1.
    
    General
    
    
    254A.2.
    
    Description of Mining Industry
    
    
    264C.
    
    Organizational Structure
    
    
    304D.
    
    Property, Plant and Equipment
    
    
    304D.1
    
    Phuoc Son Gold Property
    
    
    374D.2
    
    Bong Mieu Gold Property
    
    
    464D.3
    
    Capcapo Property, The Philippines
    
    
    544D.4
    
    Bau Gold Project, East Malaysia
    
    
    574D.5
    
    Tien Thuan Gold Project, Central Vietnam
    
    
    604D.6
    
    GR Enmore Gold Project, New South Wales, Australia
    
    
    64ITEM 5:
    
    Operating and Financial Review and Prospects
    
    
    665A.
    
    Operating Results
    
    
    675B.
    
    Liquidity and Capital Resources
    
    
    745C.
    
    Research and development, patents and licenses, etc
    
    
    755D.
    
    Trend Information
    
    
    755E.
    
    Off-Balance Sheet Arrangements
    
    
    755F.
    
    Tabular Disclosure of Contractual Obligations
    
    
    75Table No. 3:
    
    Tabular Disclosure of Contractual Obligations as at December 31, 2009
    
    
    75ITEM 6:
    
    Directors, Senior Management, and Employees
    
    
    766A.
    
    Directors and Senior Management
    
    
    76Table No. 4:
    
    Directors and Senior Management
    
    
    766B.
    
    Compensation
    
    
    786B.1.
    
    Termination Agreements for Directors and Senior Officers
    
    
    806B.2.
    
    Stock Option Plan
    
    
    836C.
    
    Board Practices
    
    
    846E.
    
    Share Ownership
    
    
    856.E.1
    
    Details of Share Ownership
    
    
    85Table No. 5:
    
    Shareholdings of Directors and Senior Management at June 30, 2010
    
    
    85Table No. 6:
    
    Stock Options Outstanding as at June 30, 2010
    
    
    85ITEM 7:
    
    Major Shareholders and Related Party Transactions
    
    
    877A.
    
    Major Shareholders
    
    
    877B.
    
    Interests of Experts and Counsel
    
    
    89ITEM 8:
    
    Financial Information
    
    
    89
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8A.
    
    Consolidated Statements and Other Financial Information
    
    
    898B.
    
    Significant Changes
    
    
    89ITEM 9:
    
    The Offer and Listing
    
    
    919A.
    
    Common Share Trading Information
    
    
    919B.
    
    Markets
    
    
    949C.
    
    Selling Shareholders
    
    
    949D.
    
    Dilution
    
    
    949E.
    
    Expenses of the Issue
    
    
    94ITEM 10:
    
    Additional Information
    
    
    9410A.
    
    Share Capital
    
    
    9410B.
    
    Memorandum and Articles of Association
    
    
    9410C.
    
    Material Contracts
    
    
    9610D.
    
    Exchange Controls
    
    
    9710E.
    
    Taxation
    
    
    9810E.1.
    
    Certain Canadian Federal Income Tax Consequences  General
    
    
    9810E.2.
    
    Dividends
    
    
    9910E.3.
    
    Disposition of Common Shares
    
    
    9910E.4.
    
    United States Taxation
    
    
    9910F.
    
    Dividends and Paying Agents
    
    
    10410G.
    
    Statements by Experts
    
    
    10410H.
    
    Documents on Display
    
    
    10410I.
    
    Subsidiary Information
    
    
    104ITEM 11:
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    104ITEM 12:
    
    Description of Securities other than Equity Securities
    
    
    104ITEM 13:
    
    Defaults, Dividend Arrearages and Delinquencies
    
    
    105ITEM 14:
    
    Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    105ITEM 15:
    
    Controls and Procedures
    
    
    105ITEM 16:
    
    Audit Committee
    
    
    10616A.
    
    Audit Committee Financial Expert
    
    
    10616B.
    
    Code of Ethics
    
    
    10616C.
    
    Principal Accountant Fees and Services
    
    
    10716D.
    
    Exemptions From the Listing Standards for Audit Committees
    
    
    10716E.
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    107ITEM 17:
    
    Financial Statements
    
    
    107ITEM 18:
    
    Financial Statements
    
    
    108ITEM 19:
    
    Exhibits
    
    
    10819A.
    
    Financial Statements
    
    
    10819B.
    
    Exhibits
    
    
    108SIGNATURES
    
    
    113EX-3.30EX-3.31EX-3.36EX-3.37EX-3.38EX-3.40EX-3.41EX-3.42EX-5.1EX-12.1EX-12.2EX-13.1EX-13.2
  3




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GLOSSARY
  artisanal mining
    
    mining at small-scale mines (and to a lesser extent quarries) that are labor
intensive, with mechanization being at a low level and basic. Artisanal mining
can encompass all small, medium, large, informal, legal and illegal miners who
use rudimentary processes to extract valuable rocks and minerals from ore
bodies.bitumen
    
    known as asphalt or tar, bitumen is the brown or black viscous residue from the
vacuum distillation of crude petroleum.breccia
    
    a rock in which angular fragments are surrounded by a mass of finer-grained
material.C-horizon soil
    
    the soil parent material, either created in situ or transported into its
present location. Beneath the C horizon lies bedrock.concentrate
    
    a concentrate of minerals produced by crushing, grinding and processing methods
such as gravity, flotation or leaching.exploration stage
    
    the search for mineral deposits which are not in either the development or
production stage.Form 43-101
    
    technical report issued pursuant to Canadian securities rules, the objective of
which is to provide a summary of scientific and technical information
concerning mineral exploration, development and production activities on a
mineral property that is material to an issuer. The NI 43-101 Report is
prepared in accordance with the National Instrument 43-101 Standards of
Disclosure for Mineral Projects (NI 43-101). The 43-101 Form sets out
specific requirements for the preparation and contents of a technical report.feasibility study
    
    a comprehensive study of a mineral deposit in which all geological,
engineering, legal, operating, economic, social, environmental and other
relevant factors are considered in sufficient detail that it could reasonably
serve as the basis for a final decision by a financial institution to finance
the development of the deposit for mineral production.gneiss
    
    a coarse-grained, foliated rock produced by regional metamorphism. The mineral
grains within gneiss are elongated due to pressure and the rock has a
compositional banding due to chemical activity.grade
    
    the metal content of rock with precious metals. Grade can be expressed as troy
ounces or grams per tonne of rock.granodiorite
    
    a medium to coarse-grained intrusive igneous rock, intermediate in composition
between quartz diorite and quartz monzonite.gold deposit
    
    a mineral deposit mineralized with gold.hydrothermal
    
    the products or the actions of heated waters in a rock mass such as a mineral
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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 Person, acting reasonably, to determine if
all or part of the Mineral Resource
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may be classified as a Mineral Reserve.probable reserve
(Canadian definition)
    
    the economically mineable part of an indicated and, in some circumstances, a
measured mineral resource demonstrated by a least a preliminary feasibility
study. This study must include adequate information on mining, processing,
metallurgical, economic and other relevant factors that demonstrate, at the
time of reporting, that economic extraction can be justified.probable reserve
(U.S. definition)
    
    reserves for which quantity and grade and/or quality are computed from
information similar to that used for proven (measured) reserves, but the sites
for inspection, sampling, and measurement are farther apart or are otherwise
less adequately spaced. The degree of assurance, although lower than that for
proven (measured) reserves, is high enough to assume continuity between points
of observation.prospect
    
    an area prospective for economic minerals based on geological, geophysical,
geochemical and other criteria.production stage
    
    all companies engaged in the exploitation of a mineral deposit (reserve).proven reserve
(Canadian definition)
    
    the economically mineable part of a measured mineral resource demonstrated by
at least a preliminary feasibility study. This study must include adequate
information on mining, processing, metallurgical, economic and other relevant
factors that demonstrate, at the time of reporting, that economic extraction
can be justified.proven reserve (U.S.
definition)
    
    reserves for which (a) quantity is computed from dimensions revealed in
outcrops, trenches, workings or drill holes; grade and/or quantity are computed
from the results of detailed sampling and (b) the sites for inspection,
sampling and measurement are spaced so closely and the geologic character is so
well defined that size, shape, depth and mineral contents of reserves are well
established.qualified person
    
    an individual who is an engineer or geoscientist with at least five years of
experience in mineral exploration, mine development or operation or mineral
project assessment, or any combination of these; has experience relevant to the
subject matter of the mineral project and any technical reports; and is a
member or licensee in good standing of a professional association.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.
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shear
    
    a tabular zone of faulting within which the rocks are crushed and flattened.skarn
    
    a lime-bearing silicate derived from nearly pure limestone and dolomite with
the introduction of large amounts of silicon, aluminum, iron, and magnesium.stoping
    
    the act of mining in a confined space.stratigraphic units
    
    sequences of bedded rocks in specific areas.strike
    
    the direction of line formed by intersection of a rock surface with a
horizontal plane. Strike is always perpendicular to direction of dip.thrust fault
    
    a particular type of fault, or break in the fabric of the Earths crust with
resulting movement of each side against the other, in which a lower
stratigraphic position is pushed up and over another. This is the result of
compressional forces.trenching
    
    the surface excavation of a linear trench to expose mineralization for sampling.vein
    
    a tabular body of rock typically of narrow thickness and mineralized occupying
a fault, shear, fissure or fracture crosscutting another pre-existing rock.
  1 mile (mi)
    
    = 1.609 kilometres (km)
    
    2,204 pounds (lbs)
    
    = 1 tonne1 yard (yd)
    
    = 0.9144 meter (m)
    
    2,000 pounds/1 short ton
    
    = 0.907 tonne1 acre
    
    = 0.405 hectare (ha)
    
    1 troy ounce
    
    = 31.103 grams1 kilometre (km)
    
    = 1,000 meters
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PART I
 Forward Looking Information
   
 ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
  
 ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3: KEY INFORMATION
 
 Selected Financial Data
 Financial Statements
  
 Table No. 1: Selected Financial Data
 8




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Year Ended
    
    Year Ended
    
    Year Ended
    
    Year Ended
    
    Year EndedDecember 31,
    
    December 31,
    
    December 31,
    
    December 31,
    
    December 31,2009
    
    2008
    
    2007
    
    2006
    
    2005(US$)
    
    Audited
    
    Audited
    
    Audited
    
    Audited
    
    AuditedCANADIAN GAAPRevenue
    
    
    16,400,740
    
    
    
    7,275,324
    
    
    
    6,509,318
    
    
    
    1,449,688
    
    
    
    NilIncome (Loss) for the
Period
    
    -
    9,346,892
    
    
    -
    20,200,995
    
    
    -
    5,031,456
    
    
    -
    8,358,483
    
    
    -
    2,285,088Basic & Diluted
Earnings (Loss) Per
Share
    
    
    -0.0383
    
    
    
    -0.0869
    
    
    
    -0.0251
    
    
    
    -0.0508
    
    
    
    -0.0173Dividends Per Share
    
    
    Nil
    
    
    
    Nil
    
    
    
    Nil
    
    
    
    Nil
    
    
    
    NilPeriod-end Shares
    
    
    268,458,779
    
    
    
    232,423,101
    
    
    
    232,377,011
    
    
    
    164,678,791
    
    
    
    131,846,200Cash
    
    
    5,718,725
    
    
    
    4,161,735
    
    
    
    27,144,487
    
    
    
    3,516,452
    
    
    
    347,325Working Capital
    
    
    7,400,950
    
    
    
    5,424,272
    
    
    
    25,806,600
    
    
    
    1,474,685
    
    
    -
    1,596,924Mineral Properties
    
    
    7,203,352
    
    
    
    7,810,307
    
    
    
    9,998,806
    
    
    
    8,587,008
    
    
    
    8,628,432Deferred Development
and Exploration
    
    
    25,049,053
    
    
    
    26,067,847
    
    
    
    22,105,147
    
    
    
    11,766,997
    
    
    
    11,225,596Long-term Liabilities
    
    
    770,010
    
    
    
    1,046,883
    
    
    
    734,907
    
    
    
    763,318
    
    
    
    301,392Capital Stock
    
    
    97,318,003
    
    
    
    88,904,501
    
    
    
    88,360,218
    
    
    
    56,648,979
    
    
    
    42,632,008Non-controlling Interest
    
    
    (444,043
    )
    
    
    Nil
    
    
    
    Nil
    
    
    
    Nil
    
    
    
    NilShareholders Equity
    
    
    48,314,083
    
    
    
    48,940,283
    
    
    
    50,766,055
    
    
    
    30,833,615
    
    
    
    23,487,295Total Assets
    
    
    54,024,268
    
    
    
    54,282,352
    
    
    
    55,255,384
    
    
    
    35,628,632
    
    
    
    26,166,060US GAAPNet Comprehensive (Loss)
    
    -
    8,056,464
    
    
    -
    20,957,186
    
    
    -
    10,440,892
    
    
    -
    9,021,981
    
    
    -
    6,136,585Income (Loss) Per Share
 basic & diluted
    
    -
    0.03
    
    
    -
    0.05
    
    
    -
    0.08
    
    
    -
    0.05
    
    
    -
    0.05Mineral Properties
    
    
    7,172,729
    
    
    
    7,779,684
    
    
    
    9,960,619
    
    
    
    8,554,857
    
    
    
    8,628,432Deferred Development
and Exploration
    
    
    4,797,776
    
    
    
    3,545,531
    
    
    
    Nil
    
    
    
    Nil
    
    
    
    NilNon-controlling Interest
    
    
    (339,358
    )
    
    
    Nil
    
    
    
    Nil
    
    
    
    Nil
    
    
    
    NilShareholders Equity
    
    
    27,967,401
    
    
    
    26,313,898
    
    
    
    28,541,936
    
    
    
    18,966,452
    
    
    
    12,261,699Total Assets
    
    
    33,677,586
    
    
    
    32,655,967
    
    
    
    33,031,265
    
    
    
    23,344,336
    
    
    
    14,940,464
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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:
 Because The Company Has Primarily Been An Exploration Company, The Company Is 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 Son Property Which
It May Not Be Able To Raise In The Current Economic Environment:
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The Company Will Not Be Able To Insure Against All Possible Risks:
 Commodity Price Fluctuations  If The Price Of Gold Declines, The Properties May Not Be
Economically Viable:
 11




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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:
 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:
 12




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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, The Philippines Or Malaysia Could Make It More
Difficult Or Impossible For the Company To Conduct Its Business Activities:
  Exchange Rate And Interest Rate Fluctuations May Increase The Companys Costs:
 Our Stock Price Could Be Volatile:
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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 Issues
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 Companys Activities:
 Management May Be Subject To Conflicts Of Interest Due To Their Affiliations With Other Resource
Companies:
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Future Sales Of Common Shares By Existing Shareholders Could Decrease The Trading Price Of The
Common Shares:
 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 Into Production:
 The Company Conducted Only Limited Drilling On Its Bong Mieu Property So Its Decision To Place The
Bong Mieu Central Gold Mine (VN220) Into Production May Have Been Based Upon Incomplete
Information:
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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:
  We Have Debt (Both Convertible And Secured) And May Be Unable To Service Or Refinance This Debt,
Which Could Have Negative Consequences On Our Business In The Future, ould Adversely Affect Our
Ability To Fulfill Our Obligations Under Our Notes nd May Place Us At A Competitive Disadvantage
In Our Industry: In the first half of 2010, we incurred indebtedness by way of convertible
subordinated unsecured notes (Convertible Notes) and by way of secured redeemable gold delivery
promissory notes (Gold Loan Notes) (refer Items 8B and 10C).
  16




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
    
    increase our vulnerability to adverse industry and general economic conditions;
    
    require us to dedicate a material portion of our cash flow from operations to make
scheduled principal payments on our debt, thereby reducing the availability of our cash flow for
working capital, capital investments and other business activities;
    
    limit our ability to obtain additional financing to fund future working capital, capital
investments and other business activities;
    
    limit our flexibility to plan for, and react to, changes in our business and industry; and
    
    place us at a competitive disadvantage relative to our less leveraged competitors.
 Servicing Our Debt Requires An Allocation Of Cash And Our Ability To Generate Cash May Be Affected
By Factors Beyond Our Control.
   
    
    our business will generate sufficient cash flow from operations;or
    
    future sources of funding will be available to us in amounts sufficient to
enable us to fund our capital needs.
  Restrictive Covenants In The Convertible Promissory Notes And The Agreements Governing Our Other
Indebtedness Will Restrict Our Ability To Operate Our Business .
  17




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ITEM 4: INFORMATION ON THE COMPANY
 
 History and Development of the Company
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www.sedar.com
      Amalgamation with Zedex Minerals Limited
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Table No. 2: Financings
 Fiscal Year
    
    Nature of Issuance
    
    Number of Shares
    
    Capital RaisedDecember 31, 2000
    
    Private Placement (1)
    
    
    6,625,000
    
    
    CAD$
    1,840,000December 31, 2001
    
    Private Placement (2)
    
    
    10,964,500
    
    
    CAD$
    3,944,000December 31, 2002
    
    Nil
    
    Nil
    
    
    NilDecember 31, 2003
    
    Private Placement (3)
    
    
    21,163,459
    
    
    CAD$
    6,832,063December 31, 2004
    
    Private Placement (4)
    
    Nil
        
      
    NilDecember 31, 2005
    
    Private Placement(5)
    
    
    32,645,000
    
    
    CAD$
    11,063,500December 31, 2006
    
    Private Placement (6)
    
    
    27,000,000
    
    
    CAD$
    15,660,000December 31, 2007
    
    Private Placement and Public Offering (7) (8)
    
    
    60,106,503
    
    
    CAD$
    37,153,601December 31, 2008
    
    Nil
    
    Nil
    
    
    NilDecember 31, 2009
    
    Private Placement(9)
    
    
    16,216,216
    
    
    US$
    3,000,000
 Notes:(1)
    
    In 2000, the Company raised a total of CAD $1,840,000 through two separated financings: (i.)
    
    In March 2000, 4,500,000 units were sold for CAD$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 CAD$0.30/unit during the first year and at
CAD$0.40/unit during the second year;(ii.)
    
    In August 2000, 2,125,000 common shares were issued at CAD$0.40/share to
various holders.
 (2)
    
    In 2001, the Company completed three financings and raised a total of CAD$3,944,000:
 (i.)
    
    In February, 1,200,000 units were sold for CAD$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 CAD$0.75/warrant for a one-year period, and
CAD$1.00/warrant for the second year;(ii.)
    
    In July, 552,000 units were sold for CAD$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 CAD$0.65/warrant for a one-year period, and
CAD$1.00/warrant for the second year;(iii.)
    
    In December, 9,212,500 units were sold for CAD$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 CAD$0.32.
 (3)
    
    In 2003, a total placement, raising CAD$6,832,063 was completed in three closings:
 (i.)
    
    In February, 1,562,750 units were sold for CAD$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 CAD$0.40/unit for a one-year period;(ii.)
    
    In March, 3,267,500 units were sold for CAD$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 CAD$0.50/warrant for a one-year period;(iii.)
    
    In October, 16,333,209 units were sold for CAD$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 CAD$0.40/unit for a one-year period and
thereafter at a price of CAD$0.50/unit for a one-year period.
 
 22




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(4)
    
    On June 29, 2004, the Company closed a Vend-In Agreement, whereby it acquired the
remaining 42.82% interest in the NVMC joint venture. The acquisition resulted in the
issuance of 13,483,133 common shares of the Company of which Zedex received 3,205,467
shares and Ivanhoe received 10,277,646 shares. No capital was raised in this
transaction.
 (5)
    
    In 2005, a total placement, raising CAD$11,063,500 was completed in two closings:
 (i.)
    
    In January, the Company closed a CAD$5,080,000 private placement with
Dragon Capital Markets Limited (Dragon Capital) by issuing 12.7 million common
shares priced at CAD$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
CAD$0.40/unit for a period of one year from the date of closing;(ii.)
    
    In September, the Company received CAD$5,983,500 from the closing of a
private placement and issued 19,945,000 common shares priced at CAD$0.30/share.
 (6)
    
    On March 31, 2006, a private placement closed where the Company issued 27,000,000
shares at CAD$0.58 raising CAD$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 CAD$0.56 per share, for gross proceeds of CAD$12,000,000
and net proceeds of CAD$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 CAD$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
CAD$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 CAD$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 CAD$0.62
per Additional Share and up to an additional 2,884,615 Warrants (Additional Warrants) at
a price of CAD$0.06 per Additional Warrant, for further gross proceeds of up to
CAD$3,750,000, if exercised in full. In consideration for their services, the Corporation
paid a fee of CAD$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 CAD$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 CAD$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 CAD$0.62 per Additional Share and 323,947 warrants (Additional Warrants) at a
price of CAD$0.06 per Additional Warrant, resulting in additional gross proceeds of
CAD$153,601. Each whole Warrant will be exercisable at CAD$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 CAD$25,153,601. The net
 23




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##### Table of Contents



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.
 (9)
    
    In May 2009 the Company completed a non-brokered private placement of 16,216,216 shares
at a price of US$0.1850 per share, for gross proceeds of $3,000,000 and net proceeds of
US$2,845,264. Agents for the private placement were paid a cash commission of 5% of the
gross proceeds of the placement.
 (10)
    
    In March 2010, the Company obtained private placement funding of CAD$12,750,000. The
net funds will be used in the establishment of a processing plant at Phuoc Son. The
financing is in the form of nine percent subordinated unsecured convertible promissory
notes which mature on March 26, 2014.
 (11)
    
    In June 2010 the Company obtained private placement funding of US$21,960,000. The net
proceeds will be used for the construction of a processing facility at the Companys Phuoc
Son and Bong Mieu Mines in Vietnam and for general exploration and corporate purposes. The
financing is in the form of gold delivery notes which mature on May 31, 2013 and bear
interest at a rate of eight percent.
  Capital Expenditures
  Capital Assets, Mineral Properties and DeferredAs at December 31
    
    Exploration and Development Costs2000
    
    $
    7,535,4632001
    
    $
    7,058,6782002
    
    $
    4,957,7362003
    
    $
    6,759,5452004
    
    $
    15,468,2222005
    
    $
    25,387,9782006
    
    $
    30,148,5982007
    
    $
    43,132,4022008
    
    $
    44,562,8942009
    
    $
    41,683,143
 
 Business Overview
 Forward-Looking Statements
 Safe Harbor Statement under the United States Private Securities Litigation Reform Act of
1995
 24




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General
 General
     25




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2
 2
 2 2 2 .
 
 Description of Mining Industry
  26




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##### Table of Contents



1.
    
    The amount of mineralization which has been established, and the likelihood of
increasing the size of the mineralized deposit through additional drilling;2.
    
    The expected mining dilution;3.
    
    The expected recovery rates in processing;4.
    
    The cost of mining the deposit;5.
    
    The cost of processing the ore to separate the gold from the host rocks,
including refining the precious or base metals;6.
    
    The costs to construct, maintain, and operate mining and processing activities;7.
    
    Other costs associated with operations including permit and reclamation costs
upon cessation of operations;8.
    
    The costs of capital;9.
    
    The costs involved in acquiring and maintaining the property; and10.
    
    The price of the precious or base minerals. For example, the price of one ounce
of gold for the years 2001-2009 ranged from a low of $271 in 2001, to a high of
$1,212.50 in 2009. At June 30 , 2010, the price of gold was $1,244 per
ounce1.
  
 1
    
    Based upon the Average Spot Price of Gold,
London PM fix. 27




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##### Table of Contents




    
    seeking to sell the deposit or the Company to third parties;
    
    entering into a joint venture with larger mining company to
mine the deposit; or
    
    placing the property into production ourselves.
 Key Information. D. Risk Factors
 REGULATION OF MINING INDUSTRY AND FOREIGN INVESTMENT IN VIETNAM
   28




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REGULATION OF MINING INDUSTRY AND FOREIGN INVESTMENT IN MALAYSIA
     29




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4C. Organizational Structure
 
 
 4D. Property, Plant and Equipment
 General
    30




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Schedule of Investment Licenses
 PROJECT
    
    OWNER
    
    LICENSE
    
    AREA
    
    STATUS
    
    GRANT DATE
    
    TERM
    
    EXPIRY DATE1. Bong Mieu
    
    BOGOMIN
    
    Certificate No 331022000008
    
    30 Sq Km
    
    Granted
    
    5/3/90
    
    25 years
    
    5/3/20152. Phuoc Son
    
    PSGC
    
    IL 2355/GP
    
    70 Sq Km
    
    Granted
    
    8/7/2008
    
    25 years
    
    20/10/2033
 Schedule of Mining Licenses
 EXPIRYPROJECT
    
    MINE
    
    OWNER
    
    LICENSE
    
    AREA
    
    STATUS
    
    GRANT DATE
    
    TERM
    
    DATE1. Bong Mieu
    
    Ho Gan (VN220)
    
    BOGOMIN
    
    ML592/CNNg
    
    358 Ha
    
    Granted
    
    22/7/92
    
    25 years
    
    22/7/2017Bong Mieu
    
    Nui Kem (VN230)
    
    BOGOMIN
    
    ML592/CNNg
    
    358 Ha
    
    Granted
    
    22/7/92
    
    25 years
    
    22/7/2017Bong Mieu
    
    Ho Ray
    
    BOGOMIN
    
    Proposed new MLA
    
    Not yet defined
    
    Proposed
    
    
    
    
    
    2. Phuoc Son
    
    Dak Sa Bai Dat
    
    PSGC
    
    ML116/GP-BTNMT
    
    1.00 Ha
    
    Granted
    
    23/1/2006
    
    5.5 years
    
    31/7/2011Phuoc Son
    
    Dak Sa Bai Go
    
    PSGC
    
    ML116/GP-BTNMT
    
    0.52 Ha
    
    Granted
    
    23/1/2006
    
    5.5 years
    
    31/7/2011
 Schedule of Exploration Licenses
 Phuoc Son
    
    
    
    PSGC
    
    EL 67/GP-BTNMT
    
    42 Sq Km
    
    Granted
    
    10/01/2008
    
    2 years
    
    10/01/2010
 31




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Phuoc Son
    
    
    
    PSGC
    
    EL 67/GP-BTNMT
    
    28 Sq Km
    
    Grant Pending
    
    10/01/2010
    
    2 years
    
    10/01/2012Bong 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
    
    Dec 31, 2009
    
    1 year
    
    Dec 31, 2010Phuoc Son Gold Mining Company
    
    Gold export certificate
    
    Dec 31, 2009
    
    1 year
    
    Dec 31, 2010Bong Mieu Gold Mining Company
    
    Land Use Certificate
    
    Oct 9, 1993
    
    25 years
    
    Sep 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
 Global Resource Estimates
 CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF
MEASURED AND INDICATED MINERAL RESOURCES
  CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF
INFERRED MINERAL RESOURCES
 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
 32




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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.
  The Companys Global Reserves and Resources are summarized in the table below at December 31, 2009.
 33




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Reserves
    
    2008
    
    
    2009Property
    
    Reserve Category
    
    Tonnes
    
    
    Gold Grade (g/t)
    
    
    Contained Gold (oz)
    
    
    Tonnes
    
    
    Gold Grade (g/t)
    
    
    Contained Gold (oz)Bong Mieu
Gold Property(1)
    
    Proven
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    
    
    
    
    Probable
    
    
    289,000
    
    
    
    2.90
    
    
    
    26,900
    
    
    
    254,627
    
    
    
    2.72
    
    
    
    22,236Total P&P
    
    
    289,000
    
    
    
    2.90
    
    
    
    26,900
    
    
    
    254,627
    
    
    
    2.72
    
    
    
    22,236Phuoc Son
Gold Property(2)
    
    Proven
    
    
    235,650
    
    
    
    8.72
    
    
    
    66,070
    
    
    
    205,053
    
    
    
    6.53
    
    
    
    43,031Probable
    
    
    694,740
    
    
    
    7.48
    
    
    
    167,080
    
    
    
    675,316
    
    
    
    7.21
    
    
    
    156,591Total P&P
    
    
    930,390
    
    
    
    7.79
    
    
    
    233,150
    
    
    
    880,369
    
    
    
    7.05
    
    
    
    199,622
 Resources
    
    2008
    
    
    2009Property
    
    Resource Category
    
    Tonnes
    
    
    Gold Grade (g/t)
    
    
    Contained Gold (oz)
    
    
    Tonnes
    
    
    Gold Grade (g/t)
    
    
    Contained Gold (oz)Bong Mieu
Gold Property(3)
    
    Measured
    
    
    1,071,900
    
    
    
    2.13
    
    
    
    73,400
    
    
    
    973,660
    
    
    
    2.02
    
    
    
    63,080Indicated
    
    
    2,511,600
    
    
    
    1.75
    
    
    
    141,310
    
    
    
    2,257,640
    
    
    
    1.66
    
    
    
    120,545Total M&I
    
    
    3,800,200
    
    
    
    2.13
    
    
    
    260,010
    
    
    
    3,231,300
    
    
    
    1.77
    
    
    
    183,624Inferred
    
    
    4,739,800
    
    
    
    1.40
    
    
    
    213,340
    
    
    
    4,729,320
    
    
    
    1.40
    
    
    
    212,930Bong Mieu
Ancillary Metal Credits(7)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    32,340
    
    
    
    
    
    
    
    
    
    
    
    24,647Indicated
    
    
    
    
    
    
    
    
    
    
    52,380
    
    
    
    
    
    
    
    
    
    
    
    39,915Total
M&I Credits
    
    
    
    
    
    
    
    
    
    
    84,720
    
    
    
    
    
    
    
    
    
    
    
    64,562Inferred
credits
    
    
    
    
    
    
    
    
    
    
    85,390
    
    
    
    
    
    
    
    
    
    
    
    65,110Bong Mieu (Historic Nui Kem u/g)
(3.3)
    
    Measured
    
    
    24,200
    
    
    
    5.00
    
    
    
    3,890
    
    
    
    24,200
    
    
    
    5.00
    
    
    
    3,890Indicated
    
    
    192,700
    
    
    
    6.60
    
    
    
    40,890
    
    
    
    192,700
    
    
    
    6.60
    
    
    
    40,890Total (M + I)
    
    
    216,900
    
    
    
    6.42
    
    
    
    44,780
    
    
    
    216,900
    
    
    
    6.42
    
    
    
    44,780Inferred
    
    
    1,220,000
    
    
    
    8.00
    
    
    
    313,792
    
    
    
    1,220,000
    
    
    
    8.00
    
    
    
    313,792Phuoc Son
Gold Property(4)
    
    Measured
    
    
    163,320
    
    
    
    12.76
    
    
    
    67,000
    
    
    
    132,964
    
    
    
    10.28
    
    
    
    43,933Indicated
    
    
    546,350
    
    
    
    10.16
    
    
    
    178,470
    
    
    
    527,571
    
    
    
    9.92
    
    
    
    168,204Total M&I
    
    
    709,670
    
    
    
    10.76
    
    
    
    245,470
    
    
    
    660,535
    
    
    
    9.99
    
    
    
    212,137Inferred
    
    
    1,884,200
    
    
    
    6.63
    
    
    
    401,640
    
    
    
    1,878,685
    
    
    
    6.63
    
    
    
    399,017Tien Thuan Gold Property(5)
    
    Project at initial
exploration stage, no resource estimate conducted at date of publicationBau Gold Property(6)
    
    Resource in the
process of being converted from JORC to NI 43-101 - results not available at date of publication
 Global Totals:
    
    2008
    
    2009Total Proven & Probable Reserves Contained Ounces
    
    
    260,050
    
    
    
    221,858Total Measured & Indicated Resource Contained Ounces
    
    
    505,480
    
    
    
    395,761Total Inferred Resource Contained Ounces
    
    
    614,980
    
    
    
    611,946Total Measured & Indicated Ancillary Metal Credit Contained Ounces
    
    
    84,720
    
    
    
    64,562Total Inferred Ancillary Metal Credit Contained Ounces
    
    
    85,390
    
    
    
    65,110Total Historic Measured + Indicated Resource Contained Ounces
    
    
    44,780
    
    
    
    44,780Total Historic Inferred Resource Contained Ounces
    
    
    313,792
    
    
    
    313,792
 
 *
    
    Measured and Indicated Resource Estimates Includes Proven and Probable Reserves(1)
    
    Bong Mieu reserves were estimated by Olympus in accordance with Canadian National
Instrument NI 43-101 and the Council of the Canadian Institute of Mining, Metallurgy and
Petroleum definitions & standards and were independently reviewed by Terra Mining Consultants
and Stevens & Associates (TMC/SA) in March 2009. Copy of the TMC/SA technical report
entitled Updated Technical Review of Bong Mieu Gold Project in Quang Nam Province, Vietnam,
dated April, 2009 can be found in the Companys filings at www.sedar.com. Deposit notes and
2009 reserve impairments are as noted below:1.1 Ho Gan Deposit-Lower and upper grade-cutoffs are 0.80 g/t Au and 10.00 g/t Au
respectively. The mining dilution factor is 10% @ 0.30 g/t Au.No new reserves were developed during 2009. Accordingly, the remaining reserve was estimated by
deducting the tonnage mined during 2009 from the official reserve remaining at YE 2008. The
tonnage mined during 2009 was estimated by reconciling the tonnage (by truck count) with mill
tonnage (by weightometer).1.2 Ho Ray-Thac Trang Deposit No reserves have yet been estimated.1.3 Nui Kem Deposit No reserves have yet been estimated.(2)
    
    Dak Sa (Bai Dat and Bai Go Sector) reserves were estimated by Olympus (based on a 3.00 g/t Au
stope cut-off, practical stope layouts and the application of appropriate mining dilution
rules and minimum width criteria) in accordance with Canadian National Instrument NI 43-101
and the Council of the Canadian Institute of Mining, 34




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##### Table of Contents



Metallurgy and Petroleum definitions &
standards. This estimate was independently audited by Terra Mining Consultants and Stevens and
Associates (TMC/SA) in March 2008. This TCM/SA report entitled Technical Report on the
Phuoc Son Project in Quang Nam Province, Vietnam"(March 2008), is within Company filings at
www.sedar.com. Deposit notes and 2009 reserve impairments are as noted below:2.1 Bai Dat SectorDuring 2009, ore was mined from Bai Dat, but no new (NI 43-101 status) reserves were developed.
The 2009 reserve was therefore determined by deducting the ore mined during 2009 from the 2008
YE reserve. The ore mined during 2009 was determined by underground survey reconciled with the
official milled tonnage (by weightometer). The 2008 reserve employed a lower grade-cutoff of
3.00 g/t Au and an upper cutoff of 100.00 g/t Au.2.2 Bai Go SectorDuring 2009, no mining was conducted and no new (NI 43-101 status) reserves were developed.
Accordingly, the 2009 reserve remains the same as the YE 2008 reserve (at a lower grade-cutoff
of 3.00 g/t Au and an upper cut of 80.00 g/t Au).(3)
    
    Bong Mieu resources were first estimated by Olympus (in accordance with National Instrument
NI 43-101 and the Council of the Canadian Institute of Mining, Metallurgy and Petroleum
definitions & standards) and independently audited/updated by Watts Griffis and McOuat (WGM)
(A Technical Review of the Bong Mieu Gold Project in Quang Nam Province, Vietnam), in
September 2004, by Terra Mining Consultants and Stevens & Associates (TMC/SA) (Technical
Review of the Bong Mieu Gold Project in Quang Nam Province, Vietnam) in August 2007 and by
TMC/SA (Updated Technical Review of Bong Mieu Gold Project in Quang Nam Province, Vietnam)
in March 2009. Copies of these reports can be found within Company filings at www.sedar.com.
Deposit notes and 2009 resource impairments are as noted below:3.1 Bong Mieu Central (Ho Gan) DepositDuring 2009, no new (NI43-101 status) resources were developed. The 2009 resource was therefore
determined by deducting the ore mined during 2009 (refer above) from the 2008 YE resource .3.2 Bong Mieu East (Ho Ray-Thac Trang) DepositDuring 2009, no new (NI43-101 status) resources were developed. The 2009 estimate therefore
remains the same as at YE 2008. The 2008 estimate incorporated drilling completed by Olympus
during 2008 (using upper and lower grade cutoffs of 0.5 g/t Au and 10 g/t Au respectively) to
update prior NI43-101 and CIMM standard estimates/audits, as independently reviewed by TMC/SA in
March 2009 (refer above).3.3 Bong Mieu South (Nui Kem) Deposit (Historic Resource)The most recent independent estimate of the Nui Kem underground resource was by Continental
Resource Management Pty Ltd (CRM) in 1993, in accordance with JORC (1989) standards. This
estimate used lower and upper grade-cutoffs of 3.00 g/t Au and 30.00 g/t Au respectively.
Although this CRM estimate pre-dates NI 43-101, it was independently reviewed by Watts, Griffis
and McOuat (WGM) in 1997 and again in 2007 by TMC/SA (refer above).Neither WGM nor TMC/SA audited the CRM estimate, nor did they attempt to reclassify the Nui Kem
resource to meet NI43-101 standards. Nonetheless, both independent consultant groups consider it
to have been carried out in a manner consistent with standard industry practice of the time and
deem it to be relevant and of historic significance. It is accordingly herein reported as a
historical resource.During 2009, Olympus produced a total of 41,316 tonnes of ore grading 5.94 g/t Au from stoping
and underground exploration developments. Although depth considerations effectively preclude
exploratory drilling from surface, it is anticipated that underground drilling and exploratory
headings will generate sufficient data to enable a NI 43-101 compliant estimate to be prepared
at some time in the future. The CRM 1993 resource is not considered to be a current resource
and should not be relied upon pending re-estimation to current NI43-101 standards.(4)
    
    The Phuoc Son resources were first independently reviewed by Watts, Graffis and McOuat
Limited. Copy of their report entitled A Technical Review of the Phuoc Son Gold Project in
Quang Nam Provience, Vietnam, dated January 30, 2004, can be found in the Companys filings
at www.sedar.com. Dak Sa (Bai Dat and Bai Go Sector) resources were estimated by Olympus in
January 2008, in accordance with National Instrument NI 43-101 and the Council of the Canadian
Institute of Mining, Metallurgy and Petroleum definitions & standards. This estimate was
independently reviewed by TCM/SA in a technical report entitled Technical Report on the Phuoc
Son Project in 35




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##### Table of Contents



Quang Nam Province, Vietnam, dated March 2008, copy of which can be found in
the Companys filings at www.sedar.com. Deposit notes and 2009 resource impairments are as
noted below:4.1 Dak Sa South (Bat Dat) DepositDuring 2009 ore was mined from Bai Dat, but no additional (NI43-101 status) resources were
defined. Accordingly, the YE 2009 resource estimate (which includes mining reserves) was
determined by impairing the 2008 resource by 2009 mining depletion (refer above). The 2008
estimate employed lower and upper grade cutoffs of 3.00 g/t Au and 100.00 g/t Au respectively.4.2 Dak Sa North (Bai Go) DepositDuring 2009, no mining was conducted and no additional (NI43-101 status) resources were defined.
The 2009 YE resource estimate (which includes mining reserves) accordingly remains as at YE
2008. The 2008 estimate employed lower and upper grade cutoffs of 3.00 g/t Au and 80.00 g/t Au
respectively.(5)
    
    No Tien Thuan resource is disclosed in 2009 because an estimate (to NI43-101 standard) is yet
to be conducted. A historic (1993) gold resource estimate by the Geological Survey of Vietnam
cannot presently be disclosed because it is neither JORC nor NI43-101 compliant. It is
contemplated that drilling by Olympus during 2010 may enable an NI43-101 standard estimate by
year end 2010.(6)
    
    The 2009 estimate of Bau resources is not disclosed because the estimate to NI43-101 standard
is still in progress. The Bau mineral property was acquired from Zedex Minerals Ltd in
January 2010. At that time, the property was attributed with a resource that had been
estimated to Australian (JORC) standards by consultants to Zedex Minerals Ltd. Olympus is
presently having those resources independently verified and converted to the equivalent
Canadian standards pursuant to NI43-101 and CIMM guidelines by independent consultants Terra
Mining Consultants and Stevens Associates of New Zealand. This work is presently ongoing.
When complete, the new resource estimate will be separately announced and the related
technical report will be included within the company filings on www.sedar.com.(7)
    
    The gold-equivalent value of the Tungsten in the Bong Mieu East Resource was calculated using
Tungsten value of US$200/MTU ($210 in 2008) and gold value of US$1100/oz ($880 in 2008) .
Other metals, such as silver, copper, lead, zinc and fluorine, have not been included in the
2009 estimate because they are of insignificant value or are uneconomic to recover.(8)
    
    The mineral reserve and mineral resource estimates contained in the above table have been
prepared in accordance with the Canadian Securities Administrators National Instrument 43-101
Standards of Disclosure for Mineral Projects (NI 43-101). Although generally the NI 43-101
standards are similar to those used by the United States Securities and Exchange Commissions
(SEC) Industry Guide No. 7, the definitions in NI 43-101 differ in certain respects from
those under Industry Guide No. 7. Accordingly, mineral reserve and mineral resource
information contained herein
may not be comparable to similar information disclosed by U.S. companies. The diluted reserve
estimates were first prepared by Olympus Staff in January 2008 and validated by Terra Mining
Consultants and Stevens and Associates (TMC/SA) in March 2008. These estimates were both
prepared in accordance with National Instrument NI 43-101 and the Council of the Canadian
Institute of Mining, Metallurgy and Petroleum definition standards. The reserve estimates are
based on a 3 g/t Au stope cut-off, practical stope and ore development layout and the
application of appropriate dilution factors.(9)
    
    Commodity prices used over the last three years (in USD) were as follows: 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
 
 The 2008 - 2014 gold metal price forecasts used were those of Macquarie Bank (consistent
with near term trailing gold price averages and the January 2008 Reuters poll), as follows: 36




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YEAR
    
    GOLD PRICE (US$)2008
    
    
    9602009
    
    
    10502010
    
    
    10002011
    
    
    9002012
    
    
    8002013
    
    
    7502014
    
    
    7502015
    
    
    750
 
 (10)
    
    The Company currently operates three mines (Bong Mieu Central, Bong Mieu Underground and
Phuoc Son), company ownership of which is 80% at Bong Mieu and 85% at Phuoc Son. The
quantities disclosed relate to the whole mines.Minor differences between estimated reserves and actual production have been accounted for in
the respective reserve tables. There are no material variations to be disclosed.The Phuoc Son processing plant is yet to be constructed. Once steady-state metallurgical
recovery has been achieved, metallurgical recovery factors for this mine will be reported by
year-end average.An independent financial analysis of the Phuoc Son Deposit was conducted in 2008 by Mr John Glen
of Meridian Capital Group Pty Ltd.The metallurgical recovery factor used was 90%, with sensitivity analyses at: +5%, -5% and -10%. 
 4D.1 Phuoc Son Gold Property
   37




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www.sedar.com
   38




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Property Description and Location
      39




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40




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Accessibility, Climate, Local Resources, and Infrastructure
    41




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2
 (c)
    
    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;
 42




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
    
    Stage 3 (January 2000 to June 2000): grid soil sampling in the Dak Sa & K7 shear zones,
rock sampling, geological mapping, pan concentrate survey, diamond drilling of 29 holes at Bai
Dat, Bai Cu, Bai Chuoi and Bai Go, within the Dak Sa shear zone;
    
    Stage 4 (July 2000 to December 2000): detailed geological mapping, nine square kilometres
soil survey north of Bai Go, rock geochemistry, petrology and diamond drilling of 17 holes at
Bai Dat, Bai Cu, Bai Chuoi and Bai Go;
    
    Stage 5 (January 2001December, 2001): continuation of drilling with 31 additional holes
at the Bai Go, Bai Gio and Bo prospects, as well as geological mapping, rock and soil
geochemistry, pitting, surface and underground channel sampling, petrology, and gridding at
other prospects including K7, Hoa Son, Tra Lon, Suoi Cay, Vang Nhe, Khe Rin, Khe Do and Khe
Cop;
    
    Stage 6 (January 2002 to December, 2002): scout drilling at the Khe Rin, North Khe Do, Khe
Do, Bai Buom, Tra Long and K7 prospects (32 drillholes), as well as pitting at Nui Vang,
geological mapping/sampling, soil 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
  43




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2006 Work
  2007 Work
 www.sedar.com
  2008 Work
   44




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2009 Work
    Mineral Occurrences
  South Deposit (Bai Dat)
   North Deposit (Bai Go)
  Other Phuoc Son Property Showings
  (f)
    
    Resource Estimates
  45




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4D.2 Bong Mieu Gold Property
 .
       46




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,
   Property Description and Location
   .
  47




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48




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49




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Figure 4: Ho Gan Mining Map
 (b) Accessibility, Climate, Local Resources, and Infrastructure
    50




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(c) Geology
  Bong Mieu Central (Ho Gan Deposit)
  Bong Mieu East (Ho Ray Deposit & Thac Trang)
  Nui Kem
   (e)
    
    History of Exploration on Bong Mieu Gold Property
     2004 Work
 Bong Mieu Central (Ho Gan Deposit)
  51




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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
 52




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www.sedar.com
  2008 Work
       2009 Work
      53




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(f)
    
    Main mineral occurrences
  Ho Gan (Bong Mieu Central)
   Ho Ray and Thac Trang (Bong Mieu East)
   Nui Kem (Bong Mieu Underground)
   (g)
    
    Resource and Reserve Estimates
  
 4D.3 Capcapo Property, The Philippines
   54




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th
  Property Description and Location
  55




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Figure 1
 
 Figure 2
 
 56




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##### Table of Contents



(b) Accessibility, Climate, Local Resources, and Infrastructure
    (c) Geology and Main Mineral Occurrences
  (d) History of Exploration on Capcapo Gold Property
   (e)
    
    Resource and Reserve Estimates
  
 4D.4 Bau Gold Project, East Malaysia
 2
 57




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Property Description and Location
  
   58




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(c) Geology
  Intrusive porphyry-gold and adjacent skarn deposits
 Sediment hosted gold deposits (Carlin Style):
 Tectonic breccia hosted gold deposits:
 Epithermal quartz-carbonate vein deposits:
  2
  59




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Main Mineral Occurrences
  (g)
    
    Resource and Reserve Estimates
   
 4D.5 Tien Thuan Gold Project, Central Vietnam
  Property Description and Location
 2
  60




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(b) Accessibility, Climate, Local Resources, and Infrastructure
  o o o o
 2 0 o
 61




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o o
 2 2
          62




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rd
     Main Mineral Occurrences
  Nui Bac Ma
  Thanh Hoa
  Vinh Binh
  Suoi Ha
  63




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Hon Lap
  Other Areas
  Resource and Reserve Estimates
   
 4D.6 GR Enmore Gold Project, New South Wales, Australia
 2 2 2 .
  Property Description and Location
 2
 64




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(b) Accessibility, Climate, Local Resources, and Infrastructure
     65




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History of Exploration on Enmore Gold Project Property
  Resource and Reserve Estimates
  
 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, 2009, 2008, 2007, and 2006, 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 U.S. dollars.
  66




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Overview
  www.sedar.com
  
 Operating Results
 Bong Mieu Gold Property
   Q1-2009
    
    Q2-2009
    
    Q3-2009
    
    Q4-2009
    
    YTD 2009Tonnes of ore milled*
    
    
    37,576
    
    
    
    32,288
    
    
    
    37,231
    
    
    
    33,164
    
    
    
    140,259Grade (g/t Au)
    
    
    4.07
    
    
    
    10.64
    
    
    
    5.50
    
    
    
    13.04
    
    
    
    7.94Mill recoveries (percent)
    
    
    55
    %
    
    
    69
    %
    
    
    62
    %
    
    
    72
    %
    
    
    68
    %Gold production (ounces)
    
    
    2,692
    
    
    
    7,588
    
    
    
    4,053
    
    
    
    9,984
    
    
    
    24,317
 67




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##### Table of Contents



Q1-2009
    
    Q2-2009
    
    Q3-2009
    
    Q4-2009
    
    YTD 2009Gold sales (ounces)
    
    
    2,947
    
    
    
    6,944
    
    
    
    4,201
    
    
    
    10,106
    
    
    
    24,198Sales (US$)**
    
    $
    2,666,638
    
    
    $
    6,396,532
    
    
    $
    4,042,701
    
    
    $
    11,222,989
    
    
    $
    24,328,860Cost of Sales (US$)***
    
    $
    2,304,961
    
    
    $
    3,449,697
    
    
    $
    2,479,674
    
    
    $
    5,762,303
    
    
    $
    13,996,635Amortization (US$)
    
    $
    591,306
    
    
    $
    804,819
    
    
    $
    655,193
    
    
    $
    2,585,507
    
    
    $
    4,636,825Royalties  Zedex & Govt (US$)
    
    $
    111,997
    
    
    $
    386,463
    
    
    $
    200,735
    
    
    $
    648,020
    
    
    $
    1,347,215
 
 *
    
    The Bong Mieu Production Plant processes ore from Bong Mieu Central (VN220), Bong Mieu
Underground (VN230), Tailings (VN220) andPhuoc Son Projects (VN320).**
    
    Total Gold Sales includes $7,216,077 YTD of gold sales from the Phuoc Son ore (VN320) and
$712,043 Q1 gold sales from Nui Kem ore (VN230) which, as they were not in commercial
production, have been offset against deferred exploration and development expenditure.***
    
    Total cost of sales includes $4,315,244 YTD of gold cost of sales and royalty expenses
associated with the Phuoc Son ore and $807,680 expenses associated with Nui Kem sales which as
they were not in commercial production have been recognized as deferred exploration and
development expenditure.  Q1-2009
    
    Q2-2009
    
    Q3-2009
    
    Q4-2009
    
    YTD 2009
    
    YTD 2008Tonnes of ore milled
    
    
    35,081
    
    
    
    19,257
    
    
    
    34,135
    
    
    
    14,323
    
    
    
    102,796
    
    
    
    159,624Grade (g/t Au)
    
    
    2.94
    
    
    
    4.85
    
    
    
    4.54
    
    
    
    5.78
    
    
    
    4.07
    
    
    
    2.82Mill recoveries (percent)
    
    
    53
    %
    
    
    67
    %
    
    
    60
    %
    
    
    67
    %
    
    
    63
    %
    
    
    61
    %Gold production (ounces)*
    
    
    1,745
    
    
    
    2,013
    
    
    
    2,977
    
    
    
    1,787
    
    
    
    8,522
    
    
    
    8,871Gold sales (ounces)*
    
    
    1,865
    
    
    
    1,994
    
    
    
    2,521
    
    
    
    2,186
    
    
    
    8,566
    
    
    
    9,110Sales*
    
    $
    1,719,145
    
    
    $
    1,756,460
    
    
    $
    2,414,190
    
    
    $
    2,383,490
    
    
    $
    8,273,285
    
    
    $
    8,160,530Cost of sales*
    
    $
    1,508,352
    
    
    $
    1,058,063
    
    
    $
    1,782,153
    
    
    $
    1,059,066
    
    
    $
    5,407,634
    
    
    $
    6,917,161Amortization*
    
    $
    591,306
    
    
    $
    804,819
    
    
    $
    655,193
    
    
    $
    880,137
    
    
    $
    2,931,455
    
    
    $
    2,814,227Amortization oncharged
to Phuoc Son
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ($1,957,838
    )
    
    
    ($1,957,838
    )
    
    
    Royalties*
    
    $
    78,604
    
    
    $
    81,804
    
    
    $
    109,306
    
    
    $
    92,894
    
    
    $
    362,608
    
    
    $
    374,196
 
 *
    
    Q1 sales and associated costs of sales shown above including amortization and royalties for the
Bong Mieu Underground project have been capitalized as the project did not commence commercial
production until April 1, 2009.(a)
    
    A total of 24,198 ounces of gold were sold for proceeds of $24,328,860 during 2009 of which
8,489 ounces with net proceeds of $2,675,515 were netted against deferred development costs for
projects while they were not in commercial production. 68




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Phuoc Son Gold Property
 www.sedar.com
  69




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$52 million
 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 key focus of the Company
in 2009 and 2010 is to increase production output to ensure the Company operations are cash
flow positive and to develop a production plant at Phuoc Son to enable processing of ore
at that site rather than trucking it to Bong Mieu;4.
    
    Refer to Item 3D for a complete list of risks the Company faces.
 Managements Discussion and Analysis for the years ended December 31, 2009 and 2008
 Results of Operation
  70




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2009
    
    2008
    
    %($)
    
    ($)
    
    Change
    
    Comments on variancesSales
    
    
    16,400,740
    
    
    
    7,275,324
    
    
    125
    
    The Bong Mieu central
plant sold 15,709 oz of
gold during the 2009
year(at an average
realized price of
US$1,044 per ounce)
compared to 8,489 oz of
gold in the same period
last year (at an average
realized price of US$883
per ounce). An additional
8,489 oz of gold sales
worth $7,928,120 in 2009
were capitalised for
projects prior to their
commercial production
start date.Cost of sales
    
    
    9,448,441
    
    
    
    5,820,382
    
    
    62
    
    Costs of sales increased
due to increased sales in
2009. The cost per ounce
of gold produced were
lower due to increased
throughput and efficiency
gains achieved by
modifications to the
Plant and Equipment
during the year.Amortization
    
    
    4,392,945
    
    
    
    2,468,047
    
    
    78
    
    Increased as a result of
two mines coming into
commercial production
during 2009 which
resulted in the
commencement of
amortisation of those
Capital Assets.Management fees and salaries
    
    
    2,944,646
    
    
    
    2,901,152
    
    
    2
    
    decreases as a result of
reduced corporate office
staffing in 2009 compared
with 2008 and offset by
inflation.Professional fees
    
    
    2,429,012
    
    
    
    968,020
    
    
    151
    
    Increased as a result of
the engagement of
additional external
professionals in relation
to the amalgamation with
Zedex Minerals LtdTravel
    
    
    581,024
    
    
    
    604,493
    
    
    -4
    
    No significant movement
in this item during the
2009 year.Investor relations and promotion
    
    
    232,090
    
    
    
    440,884
    
    
    -47
    
    Lower for the 2009 year
due to change in
marketing plans in 2008
flowing through to 2009
which had an overall
reduction in costs.Stock-based compensation
    
    
    3,569,314
    
    
    
    997,336
    
    
    258
    
    Increased as at the time
the stock options were
awarded the company share
price was significantly
lower than when they were
considered granted for
accounting purposes
later in the year and the
valuation of those
options changed
significantly.Interest expense (income)
    
    
    (11,795
    )
    
    
    (551,023
    )
    
    -98
    
    Interest income decreased
in 2009 due to the
decreased cash balances
held and reduced rates on
available balances.
 71




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##### Table of Contents



2009
    
    2008
    
    %($)
    
    ($)
    
    Change
    
    Comments on variancesForeign exchange loss (gain)
    
    
    (196,962
    )
    
    
    (330,916
    )
    
    -40
    
    Exchange gain reduced
mainly as a result of no
longer having to
translate US dollars to
CAD as the functional
currency has changed to
US Dollars and the
majority of the Company
Cash and Investments are
held in US dollars.
 Managements Discussion and Analysis for the year ended December 31, 2008 and 2007
 Results of Operation
   2008
    
    2007
    
    %$
    
    $
    

Change
    
    Comments on variancesSales
    
    
    7,275,324
    
    
    
    6,509,318
    
    
    12
    
    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
    
    
    5,820,382
    
    
    
    5,138,779
    
    
    13
    
    Costs per ounce of
gold produced were
higher in the last
two quarters of 2008
mainly due to lower
recovery rates as a
result of high base
metal content and
processing of
development ore.
The 2007 costs per
ounce were also
considered high due
to lower recovery
rates and lower mill
tonnage.Amortization
    
    
    2,468,047
    
    
    
    1,791,446
    
    
    38
    
    Increased as a
result of increased
investment in
Capital Assets.Management fees and salaries
    
    
    2,901,152
    
    
    
    2,577,924
    
    
    13
    
    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 and Consulting fees
    
    
    968,020
    
    
    
    1,093,681
    
    
    -11
    
    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.
 72




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2008
    
    2007
    
    %$
    
    $
    
    Change
    
    Comments on variancesTravel
    
    
    604,493
    
    
    
    534,579
    
    
    13
    
    Increase in number
of flights taken by
senior management to
Vietnam and Toronto.Investor relations and promotion
    
    
    440,884
    
    
    
    565,644
    
    
    -22
    
    Lower for the 2008
year due to change
in marketing plans
in the second half
of the year to
reduce costs.Stock-based compensation
    
    
    997,336
    
    
    
    2,114,536
    
    
    -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)
    
    
    (551,023
    )
    
    
    (525,090
    )
    
    5
    
    Interest income
increased in 2008
due to increased
cash balance held in
the early part of
2008.Foreign exchange loss (gain)
    
    
    (330,916
    )
    
    
    527,438
    
    
    163
    
    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
 (
  Government Economic, Fiscal, Monetary or Political Policies or Factors
  73




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Liquidity and Capital Resources
        74




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Research and development, patents and licenses, etc
    
 Trend Information
  
 Off-Balance Sheet Arrangements
  
 Tabular Disclosure of Contractual Obligations
 
 Table No. 3: Tabular Disclosure of Contractual Obligations as at December 31, 2009
 Year 5andTotal
    
    Less than one year
    
    Year 2
    
    Year 3
    
    Year 4
    
    thereafterPayment Due
    
    $
    
    $
    
    $
    
    $
    
    $
    
    $Capital lease
obligations
    
    
    171,001
    
    
    
    171,001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    628,758
    
    
    
    192,242
    
    
    
    114,969
    
    
    
    114,312
    
    
    
    99,235
    
    
    
    108,000Purchase
obligations 
supplies & services
    
    
    3,520,340
    
    
    
    3,519,480
    
    
    
    860
    
    
    
    
    
    
    
    
    
    
    
    Purchase
obligations 
capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Asset retirement
obligations
    
    
    974,726
    
    
    
    204,716
    
    
    
    179,188
    
    
    
    128,243
    
    
    
    430,843
    
    
    
    31,736Total
    
    $
    5,294,825
    
    
    $
    4,087,439
    
    
    $
    295,017
    
    
    $
    242,555
    
    
    $
    530,078
    
    
    $
    139,736
 75




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##### Table of Contents



ITEM 6: DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES
 
 Directors and Senior Management
  
 Table No. 4: 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 yearsLes Robinson
    
    Director
    
    Aug. 31, 1960
    
    Dec 17, 2009
    
    3 yearsPeter Tiedemann
    
    Chief Financial
Officer
    
    Sept 18,1942
    
    July 25, 2006
    
    n/aCharles Barclay
    
    Chief Operating
Officer
    
    Dec. 18, 1950
    
    July 13, 2006
    
    n/aJane Bell
    
    VP  Finance
    
    July 27, 1967
    
    Dec. 17, 2009
    
    n/aRussell Graham
    
    VP  Finance
Vietnam
    
    May 21, 1965
    
    Aug. 6, 2007
    
    n/aPaul Seton
    
    VP  Commercial
Development
    
    October 10, 1953
    
    Dec. 17, 2009
    
    n/aLouis Montpellier
    
    Corporate Secretary
    
    Nov 13, 1953
    
    Mar. 17, 2008
    
    n/aJim Hamilton
    
    VP  Investment
Relations
    
    Oct. 7, 1951
    
    Mar. 17, 2008
    
    n/a
  David A. Seton, Chairman of the Board of Directors, Chief Executive Officer
  Jon Morda, Director
  76




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##### Table of Contents



John A.G. Seton, Director
  T. Douglas Willock, Director
  Leslie Robinson, Director
  Peter Tiedemann, Chief Financial Officer
  Charles Barclay, Chief Operating Officer
  Paul Seton, Senior VP  Commercial
  77




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Jane Bell, VP  Finance
  Louis Montpellier, Corporate Secretary
  James
Hamilton, Vice President  Investment Relations
  Russell Graham, Vice President Finance  Vietnam
  
 Compensation
  78




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Long Term CompensationAnnual Compensation
    
    AwardsOther
    
    
    
    
    
    Restricted
    
    
    
    
    
    AllAnnual
    
    Securities
    
    Shares or
    
    Payouts
    
    OtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Compen-
    
    Under Options/
    
    Restricted
    
    LTIP
    
    Compen-Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    sation
    
    SARs Granted
    
    Share Units
    
    Payouts
    
    sationPosition
    
    Year
    
    (CAD$)(1)
    
    (CAD$)
    
    (CAD$)
    
    (#)(2)
    
    (CAD$)
    
    (CAD$)
    
    (CAD$)David A. Seton(3)
Executive Chairman
    
    
    2009
    
    
    
    240,000
    
    
    
    180,000
    
    
    
    N/A
    
    
    
    9,444,440
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJohn Seton(4)
Director
    
    
    2009
    
    
    
    25,000
    
    
    Nil
    
    
    
    35,000
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    205,687Jon Morda
Director
    
    
    2009
    
    
    
    30,000
    
    
    Nil
    
    
    
    35,000
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AKevin Flaherty
Director
    
    
    2009
    
    
    
    15,000
    
    
    Nil
    
    
    
    35,000
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADouglas Willock
Director
    
    
    2009
    
    
    
    30,000
    
    

    Nil
    
    
    
    35,000
    
    

    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ALeslie Robinson
Director
    
    
    2009
    
    
    Nil
    
    

    Nil
    
    
    
    N/A
    
    

    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ALouise Montpellier
Corporate Secretary
    
    
    2009
    
    

    Nil
    
    
    Nil
    
    
    
    N/A
    
    
    
    200,000
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APeter Tiedemann
CFO (7)
    
    
    2009
    
    
    
    160,000
    
    
    
    96,000
    
    
    
    N/A
    
    
    
    2,222,220
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/APaul Seton
Senior VP Commercial
(8)
    
    
    2009
    
    

    Nil
    
    

    Nil
    
    
    
    N/A
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ACharles Barclay(5)
VP Operations
    
    
    2009
    
    
    
    175,000
    
    
    
    105,000
    
    
    
    N/A
    
    
    
    2,222,220
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJames Hamilton
VP Investor Relations
    
    
    2009
    
    
    
    132,000
    
    
    
    59,400
    
    
    
    N/A
    
    
    
    1,666,670
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ARussell Graham
VP Finance Vietnam
    
    
    2009
    
    
    
    142,000
    
    
    
    63,900
    
    
    
    N/A
    
    
    
    1,666,670
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AHuongLe-Dao
VP Human Resources
(9)
    
    
    2009
    
    
    
    150,000
    
    
    
    67,500
    
    
    
    N/A
    
    
    
    1,666,670
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ARodney Jones(6)
VP Exploration
    
    
    2009
    
    
    
    120,937
    
    
    
    54,422
    
    
    
    N/A
    
    
    
    1,666,670
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AS. Jane Bell
VP Finance(10)
    
    
    2009
    
    
    
    6,273
    
    

    Nil
    
    
    
    N/A
    
    
    Nil
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 NOTES:
 
 (1)
    
    All Officer Compensation packages are denominated in Canadian Dollars.(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, 79




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(4)
    
    During 2009 the Company paid or accrued CAD$205,687 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)
    
    Mr.P Seton was appointed Senior VP  Commercial on December17,2009, and commenced his contract
on January 1, 2010.(9)
    
    Ms Le-Dao ceased as VP Human Resources on December 31, 2009(10)
    
    Ms Bell joined as VP-Finance on December 17, 2009(11)
    
    Mr. Robinson was appointed as a director on December 17, 2009 
 Termination Agreements for Directors and Senior Officers
  Termination
   1)
    
    a receiver or liquidator is appointed in respect of the Company; or2)
    
    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.
   80




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##### Table of Contents



(i)
    
    the Executives full fee through to the date of termination at the amount in effect at
the time the Companys Notice of Termination was given, the amount of any allowable
expenses reimbursable, plus an amount equal to the amount, if any, of any bonuses
previously made to the Executive which have not been paid;(ii)
    
    in lieu of further fees for periods subsequent to the date of the Companys Notice of
Termination, a payment:
 
  (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.
     81




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(i)
    
    the Executives fees through to the Date of Resignation at the amount of the
Executives then existing annual fee at the time notice of termination or notice of
resignation was given, the amount of any reimbursable expenses, plus an amount equal to
the amount, if any, of any bonuses previously made to the Executive which have not been
paid, accrued vacation and any other amounts due upon termination or resignation;(ii)
    
    in lieu of further fees for periods subsequent to the Date of Resignation, a
payment equal to the number of months set out in Schedule B at the rate of the
Executives then existing annual fee and incentive bonus pursuant to Schedule B; and(iii)
    
    in lieu of common shares of the Company issuable upon exercise of options, if any,
previously granted to the Executive under the Companys incentive programs and remaining
unexercised at 5:00 p.m. (Toronto time) on the fourth calendar day following the Date of
Resignation, which options shall be cancelled upon the payment referred to herein, a cash
amount equal to the aggregate difference between the exercise price of all options held
by the Executive, whether or not then fully exercisable, and the higher of (i) the
average of the closing prices of the Companys common shares as reported on the Toronto
Stock Exchange (or such other stock exchange on which the Companys shares may be listed)
for thirty (30) calendar days preceding the Date of Resignation or (ii) the average price
actually paid for the most highly priced one percent (1%) of the Companys common shares,
however and for whatever reason by any person who achieves control of the Company as such
term is defined in Section 2(g); and(iv)
    
    the Executive shall have the right, exercisable up to the fourth calendar day
following the Date of Resignation, to elect to waive the application of the provisions
regarding stock options, following the Date of Resignation. The Executive may exercise
this
election on or before 5:00 p.m. Toronto time on such fourth calendar day by delivering a
notice in writing to the Company of such waiver whereupon:
  82




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(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.
    
 Stock Option Plan
  1.
    
    The maximum number of options that can be issued at any one time cannot be higher than 12% of
the Companys issued and outstanding share capital (on a non-diluted basis).
 2
    
    Options are subject to an accelerated expiry term (the Accelerated Term) for those options
held by individuals who are no longer associated with the Company. The Accelerated Term
requires that options held by individuals who resign or are terminated from the Company expire
on the earlier of: (i) the original expiry term; or (ii) 90 days from the date of resignation
or termination; or (ii) the date provided for in the employment or consulting agreement
between participant and the Company; however, shareholder approval is required if this would
cause the options to extend beyond original expiry.
 3.
    
    The maximum number of shares that may be reserved for option grant to any one individual
insider in any 12 month period may not exceed 5% of the common shares issued and outstanding
(on a non-diluted basis) on the date of grant;
 4.
    
    The maximum number of shares that may be reserved for issuance to insiders of the Company may
not exceed 10% of the common shares issued and outstanding (on a non-diluted basis) on the
date of grant;
 5.
    
    The maximum number of shares that may be issued to insiders, as a group, within a one year
period may not exceed 10% of the common shares issued and outstanding (on a non-diluted basis)
on the date of issuance;
 83




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##### Table of Contents



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 Plan
 8.
    
    The Option Price of any Option granted shall be determined by the Board but shall not be
less than the volume weighted average trading price of the common shares on the Exchange, or
another stock exchange where the majority of the trading volume and value of the listed shares
occurs, for the 5 trading days immediately prior to the date of grant (or, such other price
required by the Exchange) (calculated by dividing the total value by the total volume of
securities traded for the relevant period) (Market Price).
 9.
    
    Upon the announcement of any form of transaction (a Change of Control Transaction) which,
if completed, would constitute a Change of Control and under which Common Shares of the
Company are to be exchanged, acquired or otherwise disposed of, including a take-over bid, or
tender offer made for all or any of the issued and outstanding common shares, the Company
shall, as soon as practicable following the announcement of such Change of Control
Transaction, notify each Participant currently holding an Option of the Change of Control
Transaction, and all Options of the Participant which have not vested shall be deemed to be
fully vested and exercisable solely for purposes of permitting the Participant to exercise
such Options in order to participate in the Change of Control Transaction in respect of the
Common Shares (the Optioned Shares) thereby acquired.
  
 Board Practices
   84




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2007
    
    2008
    
    2009Vietnam
    
    
    471
    
    
    
    539
    
    
    
    600Elsewhere Worldwide
    
    
    6
    
    
    
    8
    
    
    
    5Total
    
    
    477
    
    
    
    547
    
    
    
    605
  
 6E. Share Ownership
  
 6.E.1 Details of Share Ownership
 
 Table No. 5: Shareholdings of Directors and Senior Management at June 30, 2010
 Shares ofCommonStock
    
    Options Vested(Shares)
    
    or Vesting
    
    Beneficial
    
    Percent ofTitle of Class
    
    Name of Beneficial Owner
    
    Held
    
    within 60 days
    
    Ownership
    
    ClassCommon
    
    David A. Seton(1)
    
    
    4,360,784
    
    
    
    9,105,490
    
    
    
    13,466,274
    
    
    
    3.83
    %Common
    
    John A. G. Seton(2)
    
    
    5,945,164
    
    
    
    4,625,000
    
    
    
    10,570,164
    
    
    
    3.00
    %Common
    
    Jon Morda
    
    
    19,500
    
    
    
    2,030,000
    
    
    
    2049,500
    
    
    
    0.58
    %Common
    
    T. Douglas Willock
    
    
    91,000
    
    
    
    2,159,000
    
    
    
    2,250,000
    
    
    
    0.64
    %Common
    
    Peter Tiedemann
    
    
    1,087,732
    
    
    
    2,274,684
    
    
    
    3,362,416
    
    
    
    0.96
    %Common
    
    Leslie Robinson
    
    
    2,362,005
    
    
    
    2,166,667
    
    
    
    4,528,672
    
    
    
    1.29
    %Common
    
    Charles Barclay
    
    
    1,152,066
    
    
    
    2,466,351
    
    
    
    3,618,417
    
    
    
    1.03
    %Common
    
    Jane Bell
    
    
    399,999
    
    
    
    590,198
    
    
    
    990,197
    
    
    
    0.28
    %Common
    
    Paul Seton
    
    
    130,530
    
    
    
    2,701,227
    
    
    
    2,831,757
    
    
    
    0.80
    %Common
    
    Russell Graham
    
    
    769,552
    
    
    
    874,263
    
    
    
    1,643,815
    
    
    
    0.47
    %Common
    
    Louis Montepellier
    
    
    
    
    
    
    800,000
    
    
    
    800,000
    
    
    
    0.23
    %Common
    
    Jim Hamilton
    
    
    929,262
    
    
    
    1,024,263
    
    
    
    1,953,525
    
    
    
    0.55
    %
  
 Table No. 6: Stock Options Outstanding as at June 30, 2010
 85




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##### Table of Contents



Number of
    
    
    ExerciseCommon-voting
    
    
    Price
    
    
    
    
    ExpirationName
    
    Shares
    
    
    [CAD $]
    
    
    Grant Date
    
    DateDavid A. Seton
    
    
    1,000,000
    
    
    
    0.32
    
    
    Aug 31, 2005
    
    Aug 31, 20101,000,000
    
    
    
    0.32
    
    
    Sept 29, 2005
    
    Sept 29, 20103,000,000
    
    
    
    0.75
    
    
    Mar 5, 2007
    
    Mar 5, 20121,809,000
    
    
    
    0.40
    
    
    Jun 18, 2008
    
    Jan 1, 2013722,872
    
    
    
    0.12
    
    
    Jan 2, 2009
    
    Jan 2, 20141,573,618
    
    
    
    0.40
    
    
    Jan 4, 2010
    
    Dec 31, 2014John A. G. Seton
    
    
    500,000
    
    
    
    0.32
    
    
    Aug 31, 2005
    
    Aug 31, 20101,000,000
    
    
    
    0.75
    
    
    Mar 5,  2007
    
    Mar 5,  2012625,000
    
    
    
    0.5742
    
    
    Jan 12, 2010
    
    Jun 15, 2012750,000
    
    
    
    0.42
    
    
    Jun 1, 2010
    
    Apr 1, 2015750,000
    
    
    
    0.60
    
    
    Jun 1, 2010
    
    Apr 1, 2015Leslie Robinson
    
    
    500,000
    
    
    
    0.40
    
    
    Jan 4, 2010
    
    Dec 31, 2014166,667
    
    
    
    0.87278
    
    
    Jan 12, 2010
    
    Apr 30, 2012750,000
    
    
    
    0.42
    
    
    Jun 1, 2010
    
    Apr 1, 2015750,000
    
    
    
    0.60
    
    
    Jun 1, 2010
    
    Apr 1, 2015Jon Morda
    
    
    180,000
    
    
    
    0.32
    
    
    Aug 31, 2005
    
    Aug 31, 2010350,000
    
    
    
    0.65
    
    
    Mar 5,  2007
    
    Mar 5,  2012750,000
    
    
    
    0.42
    
    
    Jun 1, 2010
    
    Apr 1, 2015750,000
    
    
    
    0.60
    
    
    Jun 1, 2010
    
    Apr 1, 2015T. Douglas Willock
    
    
    159,000
    
    
    
    0.55
    
    
    Feb 16, 2006
    
    Feb 16, 2011500,000
    
    
    
    0.65
    
    
    Mar 5,  2007
    
    Mar 5,  2012750,000
    
    
    
    0.42
    
    
    Jun 1, 2010
    
    Apr 1, 2015750,000
    
    
    
    0.60
    
    
    Jun 1, 2010
    
    Apr 1, 2015Peter Tiedemann
    
    
    100,000
    
    
    
    0.51
    
    
    Jul 18, 2006
    
    Jul 18, 20111,000,000
    
    
    
    0.65
    
    
    Mar 5, 2007
    
    Mar 5, 2012208,333
    
    
    
    0.5742
    
    
    Jan 12, 2010
    
    Apr 30, 2012426,000
    
    
    
    0.40
    
    
    Jun 12, 2008
    
    Jan 1, 2013170,088
    
    
    
    0.12
    
    
    Jan 2, 2009
    
    Jan 2, 2014370,263
    
    
    
    0.40
    
    
    Jan 4, 2010
    
    Dec 31, 2014Charles 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, 2013170,088
    
    
    
    0.12
    
    
    Jan 2, 2009
    
    Jan 2, 2014370,263
    
    
    
    0.40
    
    
    Jan 4, 2010
    
    Dec 31, 2014Paul Seton
    
    
    555,394
    
    
    
    0.40
    
    
    Jan 4, 2010
    
    Dec 31, 20141,000,000
    
    
    
    0.40
    
    
    Jan 4, 2010
    
    Dec 31, 2014Jane Bell
    
    
    104,167
    
    
    
    0.45936
    
    
    Jan 12, 2010
    
    Sep 29, 2011104,167
    
    
    
    0.91872
    
    
    Jan 12, 2010
    
    Apr 30, 2012104,167
    
    
    
    0.80388
    
    
    Jan 12, 2010
    
    Sep 28, 2013277,697
    
    
    
    0.40
    
    
    Jan 4, 2010
    
    Dec 31, 2014James Hamilton
    
    
    150,000
    
    
    
    0.32
    
    
    Nov 22, 2005
    
    Nov 22, 2010150,000
    
    
    
    0.65
    
    
    Aug 15, 2007
    
    Aug 15, 2012319,000
    
    
    
    0.40
    
    
    Jun 13, 2008
    
    Jan 1, 2013127,566
    
    
    
    0.12
    
    
    Jan 2, 2009
    
    Jan 2, 2014277,697
    
    
    
    0.40
    
    
    Jan 4, 2010
    
    Dec 31, 2014Louis Montpellier
    
    
    250,000
    
    
    
    0.62
    
    
    May 1, 2008
    
    May 1, 2013200,000
    
    
    
    0.12
    
    
    Jan 2, 2009
    
    Jan 2, 2014
 86




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##### Table of Contents



Number of
    
    
    ExerciseCommon-voting
    
    
    Price
    
    
    
    
    ExpirationName
    
    Shares
    
    
    [CAD $]
    
    
    Grant Date
    
    Date350,000
    
    
    
    0.42
    
    
    Jun 1, 2010
    
    Apr 1, 2015Russell Graham
    
    
    150,000
    
    
    
    0.65
    
    
    Aug 15, 2007
    
    Aug 15, 2012319,000
    
    
    
    0.40
    
    
    Jun 13, 2008
    
    Jan 1, 2013127,566
    
    
    
    0.12
    
    
    Jan 2, 2009
    
    Jan 2, 2014277,697
    
    
    
    0.40
    
    
    Jan 4, 2010
    
    Dec 31, 2014
 
 ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 
 Major Shareholders
  Name
    
    No. of Shares
    
    PercentageDragon Capital Group Limited
Ho Chi Minh City, Vietnam
    
    98,369,184(1)
    
    
    30.38
    %Vina Capital Group Limited
Ho Chi Minh City, Vietnam
    
    Awaiting
shareholder disclosure
(2)
    
    Awaiting
shareholder
disclosure
  
 (1)
    
    According to a Schedule 13D filed jointly with the Commission on June 30, 2010 by Vietnam
Enterprise Investments Limited, Vietnam Growth Fund Limited, Vietnam Dragon Fund Limited,
Vietnam Resource Investments (Holdings) Limited, Dragon Capital Markets Limited, Dragon Capital
Management Limited, and Enterprise Investment Management Limited (Dragon Schedule 13D), (i)
Vietnam Growth Fund Limited is the sole beneficial owner of 45,077,560 Shares, (ii) Vietnam
Enterprise Investments Limited is the sole beneficial owner of 19,708,500 Shares, (iii) Vietnam
Resources Investments(Holdings) Limited is the sole beneficial owner of 13,000,000 Shares, (iv)
Vietnam Dragon Fund Limited is the sole beneficial owner of 19,163,124 Shares, (v) Dragon
Capital Markets Limited is the sole beneficial owner of 1,270,000 Shares, (vi) Dragon Capital
Management Limited has the sole dispositive and voting power over 150,000 Shares, and shared
dispositive and voting power of
96,949,184 Shares, and (vii) Enterprise Investment Management Limited has shared dispositive
and voting power over 19,708,500 Shares.Reference is made to the Dragon Schedule 13D for additional information on Dragon Capital Group
Limited including the source and amount of funds utilized in the investments in the Companys
Shares, the purpose of Dragon Capital Group Limiteds investments in the Company, information
relating to the voting and dispositive power over the Companys Shares, and the executive
officers and directors of each member of Dragon Capital Group Limited.(2)
    
    We believe that, at June 30, 2010, VinaCapital Group beneficially owns, directly or
indirectly, or exercises control or direction over shares carrying more than 5%, but less than
10%, of the Companys outstanding Shares. We believe that VinaCapital Group became a greater
than 5% shareholder following the Zedex amalgamation as its previous holdings in Zedex and the
Company are now combined. We have advised VinaCapital Group of its obligation to file a
Schedule 13D if it beneficially owns at least 5% of the Companys outstanding Shares. Once
VinaCapital Group files a Schedule 13D, if required to do so, we will disclose the amount of
its beneficial shareholdings in the Company. 87




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Related Party Transactions
  (a)
    
    Paid or accrued $916,409 in 2009 for management fees and $390,048 in 2009 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 $184,852 in 2009 for consulting and legal fees. The companies that were
paid for consulting fees include the following: Jura Trust (Jura) associated with John
Seton, a director of the Company; Claymore Law (Claymore) where John Seton is a principal.
The services provided are not under contract as the consulting and legal services are provided
on an ad hoc basis based on requests by the Company. These fees have been included in Item
6. B Directors, Senior Management, and Employees. Compensation. for John Seton under All
Other Compensation.
 (c)
    
    On January 1, 2006, Zedex Minerals Limited (Zedex) (a significant shareholder of the Company
at the time) was assigned the 2% gross production royalty, on the Bong Mieu sales, less
incremental costs when Ivanhoe assigned to Zedex all its rights, title and interest in and to
the debt, gross production royalties and royalty agreement. Refer to Exhibit 3.16. The
Company paid or accrued $128,746 in 2009 for royalties to Zedex, a shareholder of the
 88




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##### Table of Contents



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. As a result of the amalgamation of Zedex Minerals
Ltd and Olympus Pacific Minerals Ltd, Olympus Pacific Minerals Inc. no longer has an
obligation to pay the 2 percent royalty from December 17, 2009.
 (d)
    
    As part of the amalgamation with Zedex, Olympus advanced $1,406,908 in funds in December to
enable settlement of creditors at year end. The balance advanced to Zedex and its
subsidiaries at December 31, 2009 is recognised in Accounts Receivable.
  
 Interests of Experts and Counsel
  
 ITEM 8: FINANCIAL INFORMATION
 
 Consolidated Statements and Other Financial Information
    
 Significant Changes
  
    
    On January 12, 2010, the Company and Zedex amalgamated and Zedex shareholders shares
were cancelled and they were allocated 1 common share in Olympus in exchange for 2.4 common
shares in Zedex. Total consideration for the amalgamation amounted to approximately
US$34.8 million, and was paid to Zedex shareholders by way of distribution to them, on a
pro-rata basis, of the 65,551,043 common shares of Olympus owned by Zedex, along with the
issuing of a further 54,226,405 new Olympus shares. In addition, 4,395,835 stock options
were issued by Olympus to compensate the cancellation of Zedex options. The 54,226,405 new
common shares in Olympus were issued on January 25, 2010.Zedex management staff were provided with contracts with Olympus. Mr. Leslie Robinson,
director of Zedex, was appointed to the Board of Olympus on December 17, 2009. Mr. Rodney
Murfitt, formerly Chief Geologist for Zedex, became Group Exploration Manager for Olympus.
Mr. Paul Seton, formerly CEO of Zedex, became Senior Vice President Commercial for Olympus
and Ms. Jane Bell (previously Baxter),
 89




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##### Table of Contents



formerly CFO and Company Secretary for Zedex, became Vice president Finance for
Olympus.All costs associated with the amalgamation have been expensed during the year, these being
recorded in professional and consulting fees in the consolidated statement of operations and
comprehensive loss.The acquisition is being accounted for as a business combination with Olympus being
identified as the acquirer. The purchase method of accounting will be used and earnings
will be consolidated from the acquisition date. The Company is in the process of evaluating
the fair value of assets acquired and liabilities assumed, including goodwill, if any. As a
result of this acquisition, the Company will no longer have the obligation to pay the 2%
royalty to Zedex.
    
    On January 4, 2010 the Company issued 3,702,629 options to officers of the Company in
relation to their 2010 management contracts. The options vest immediately, have an
exercise price of CAD$0.40 and can be exercised on or before December 31, 2014.
    
    In 2010 the Company agreed to issue 951,703 common shares in settlement of AUD$319,335
consultancy fee related to the amalgamation with Zedex. The fee is included in accounts
payable at December 31, 2009.
    
    In March 2010 the Company sold a total of CAD$12,750,000 of units. The funds will be
used in the establishment of a processing plant at Phuoc Son. Each unit (a Unit and
collectively, the Units) consists of: (i) a nine (9%) percent subordinated unsecured
convertible promissory note (each a Note, and, collectively, the Notes) of the Company
in the aggregate principal amount of CAD $0.84, which Note shall be convertible into shares
(each a Conversion Share and collectively, the Conversion Shares) of the Companys
common stock, with no par value (together with any securities into which such shares may be
reclassified, the Common Stock) at CAD $0.42 per Conversion Share (subject to adjustment
as set forth in the certificate representing the Note), (ii) two (2) separate common stock
purchase warrants (each a Warrant, and, collectively, the Warrants), the first of which
is fully vested and immediately exercisable for the purchase one (1) share of Common Stock
at an exercise price of CAD $0.50 per Warrant Share (as defined below) (subject to
adjustment as set forth in the certificate representing the Warrants), and the second of
which is exercisable, subject to vesting as specified in the certificate representing the
Warrant, for the purchase of two (2) shares of Common Stock at an exercise price of CAD
$0.42 per Warrant Share (subject to adjustment as set forth in the certificate representing
the Warrants. Each share issuable upon exercise of the Warrants is referred to as a
Warrant Share, and collectively, as the Warrant Shares.
    
    In June 2010, the Company obtained private placement funding of US$21,960,000 in the
form of gold delivery notes. Each unit (a Unit) consists of: (i) an eight percent (8%)
senior secured redeemable gold delivery promissory note of the Company (each, a Note and,
collectively, the Notes) in the stated or deemed principal amount of US$10,000, and (ii)
a detachable common stock purchase warrant (each, a Warrant and, collectively, the
Warrants) for the purchase of 3,470 common shares (Common Shares), exercisable on or
before May 31, 2013 at an exercise price of CAD $0.60 per share (subject to standard
antidilution adjustment). The Warrants may be exercised on a cashless or net exercise
basis at the option of the holder. The Company will issue the warrants attached to this
agreement under its 15% placement capacity as described in Listing Rule 7.1 of the Listing
Rules of the Australian Securities Exchange. The Notes
 90




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##### Table of Contents



mature on May 31, 2013 (the Maturity Date), bear interest at the rate of 8%per annum, and
are secured obligations of the Company.
 
    
    Subsequent to December 31, 2009, the Company announced further gold resource increases.
New independent resource assessments were completed in the second quarter of 2010 at the
Bau and Phuoc Son projects. The current gold resource total for the Company (including the
Bong Mieu Gold Project) is now estimated at 1,022,398M oz of measured and indicated
resources and 2,651,758M oz of inferred resources.
    
    In May 2010 the Company increased the quantum of shares reserved with the Toronto Stock
Exchange to the maximum allowable for issuance upon the exercise of stock options granted
pursuant to the terms of its Stock Option Plan as approved by the TSX.
    
    In May 2010 shareholders approved the issue of 3,000,000 incentive stock options to
Directors of the Company and 350,000 incentive stock options to the Company Secretary, each
option exercisable for a period of five years for the purchase of one common share of the
Company at a price of CAD$0.42 per common share.
    
    In May 2010 shareholders approved the issue of 3,000,000 incentive stock options to
Directors of the Company and 350,000 incentive stock options to the Company Secretary, each
option exercisable for a period of five years for the purchase of one common share of the
Company at a price of CAD$0.60 per common share.
 
 ITEM 9: THE OFFER AND LISTING
 
 Common Share Trading Information
 t
  TSX
and TSX-V Common  Voting Shares Trading ActivityMonth and Year
    
    Low (CAD$)
    
    High (CAD$)June 30, 2010
    
    $
    0.26
    
    
    $
    0.37May 31, 2010
    
    $
    0.35
    
    
    $
    0.40April 30, 2010
    
    $
    0.32
    
    
    $
    0.38March 31, 2010
    
    $
    0.23
    
    
    $
    0.38February 28, 2010
    
    $
    0.23
    
    
    $
    0.29January 31, 2010
    
    $
    0.24
    
    
    $
    0.34
 91




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##### Table of Contents



TSX and TSX-V Common  Voting Shares Trading ActivityMonth and Year
    
    Low (CAD$)
    
    High (CAD$)Month and YearApril - June 2010
    
    $
    0.31
    
    
    $
    0.38January - March 2010
    
    $
    0.23
    
    
    $
    0.34October - December 2009
    
    $
    0.25
    
    
    $
    0.32July - September 2009
    
    $
    0.20
    
    
    $
    0.32April - June 2009
    
    $
    0.18
    
    
    $
    0.36January - March 2009
    
    $
    0.07
    
    
    $
    0.21October - December 2008
    
    $
    0.04
    
    
    $
    0.125July - September 2008
    
    
    0.115
    
    
    
    0.25April - June 2008
    
    
    0.205
    
    
    
    0.39January - March 2008
    
    
    0.35
    
    
    
    0.50Annual (Fiscal Year):Ended December 31, 2009
    
    $
    0.07
    
    
    $
    0.36Ended 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
    
    
    
    0.45
    otc bulletin Board (US $)
 Month and Year
    
    Low
    
    HighMarch 5, 2008- March 31, 2008
    
    
    0.36
    
    
    
    0.40
 92




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##### Table of Contents



Month and Year
    
    Low
    
    HighApril - June 2008
    
    
    0.20
    
    
    
    0.38July - September 2008
    
    
    0.12
    
    
    
    0.25October - December 2008
    
    
    0.04
    
    
    
    0.12January - March 2009
    
    
    0.06
    
    
    
    0.16April - June 2009
    
    
    0.13
    
    
    
    0.35July - September 2009
    
    
    0.17
    
    
    
    0.34October - December 2009
    
    
    0.17
    
    
    
    0.35January 2010 - March 2010
    
    
    0.20
    
    
    
    0.35April 2010 - June 2010
    
    
    0.28
    
    
    
    0.37
 otc bulletin Board (US $)
 Month and Year
    
    Low
    
    HighJanuary 2010
    
    $
    0.17
    
    
    $
    0.35February 2010
    
    $
    0.21
    
    
    $
    0.35March 2010
    
    $
    0.23
    
    
    $
    0.36April 2010
    
    $
    0.25
    
    
    $
    0.38May 2010
    
    $
    0.33
    
    
    $
    0.39June 2010
    
    $
    0.26
    
    
    $
    0.35
    Australian Securities exchange (a $)Month and Year
    
    Low
    
    HighFeb.5,2010-Mar 31, 2010
    
    $
    0.22
    
    
    $
    0.31April 2010-June 2010
    
    $
    0.33
    
    
    $
    0.41Feb. 5 2010 - Feb. 28, 2010
    
    $
    0.22
    
    
    $
    0.27March 2010
    
    $
    0.22
    
    
    $
    0.35April 2010
    
    $
    0.31
    
    
    $
    0.40May 2010
    
    $
    0.36
    
    
    $
    0.44June 2010
    
    $
    0.33
    
    
    $
    0.40
 93




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Australian Securities exchange (a $)Month and Year
    
    Low
    
    HighFeb.5,2010-Mar 31, 2010
    
    $
    0.22
    
    
    $
    0.31April 2010-June 2010
    
    $
    0.33
    
    
    $
    0.41
    
 Markets
  
 Selling Shareholders
  
 Dilution
  
 Expenses of the Issue
  
 ITEM 10: ADDITIONAL INFORMATION
 
 Share Capital
  
 Memorandum and Articles of Association
 Common shares
    94




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##### Table of Contents



Articles and By-laws
  General
   Directors
 Canada Business Corporation Act
  95




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##### Table of Contents



Annual and special meetings
   
 Material Contracts
  1)
    
    Gold Export Certificates  Phuoc Son Gold Company Limited  dated 29 August, 2008, 31
December, 2008 and 31 December, 2009 and Bong Mieu Gold Mining Company Limited dated
January 5, 2007, December 31, 2008 and December 31, 2009. Refer to Items 4D.1 (a) and 4D.2
(a) for details on these licenses.2)
    
    Convertible Promissory Notes  dated March 26, 2010. In March 2010 the Company
obtained private placement funding of CAD$12,750,000 through issuance of convertible
promissory notes. Refer to Items 4A and 8B for details of this debt.
 96




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##### Table of Contents



3)
    
    Gold Loan Notes  dated June 19, 2010. In June 2010, the Company obtained private
placement funding of US$21,960,000 in the form of gold delivery notes. Refer to Items 4A
and 8B for details of this debt.4)
    
    Amalgamation with Zedex Minerals Limited  announced November 10, 2009, approved
December 17, 2009 and amalgamation date of January 12, 2010  refer to Form CB filed with
SEC on November 19, 2009.5)
    
    Bau joint venture agreement  Olympus acquired a 50.05% controlling interest in the
Bau Gold Project when it merged business with Zedex Minerals Ltd in January 2010. Under
the Bau joint venture agreement the company operates in Joint Venture with a Malaysian
mining group, Gladioli Enterprises SDN BHD (Bau Agreement). The joint venture agreement is
dated November 2006 and under the terms of the agreement Olympus is the project operator.6)
    
    Tien Thuan joint venture agreement  The Tien Thuan Gold Project is owned by the Binh
Dinh New Zealand Gold Company (BNG), which is a joint venture between a Zedex Minerals Ltd
subsidiary (KS Mining Ltd) and a company owned by the Provincial Government (Biotan
Minerals Ltd). BNG has been exploring the Tien Thuan Gold Project since grant of Investment
Certificate No: 351022000036 (August 2007). Pursuant to the Investment Certificate, Zedex
may earn 75% project equity, by funding exploration through to completion of a bankable
freasibility study (such funding to be repayable from future profits). Upon reaching a
decision to mine, project development will be jointly funded on a pro-rata basis and
(December 2007) receipt of Provincial Government approval for the proposed exploration and
development programme.
 
 Exchange Controls
 Proceeds of Crime (Money Laundering) and Terrorist Financing Act Proceeds of Crime
(Money Laundering) and Terrorist Financing Act
 Investment Canada Act
 Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act Investment Canada Act
 Investment Canada Act
 97




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##### Table of Contents



Investment Canada Act Investment Canada Act Investment Canada Act
 Investment Canada Act Investment
Canada Act
 Investment Canada Act Investment Canada Act Investment Canada Act
 
 Taxation
 
 Certain Canadian Federal Income Tax Consequences  General
   98




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##### Table of Contents



Dividends
  
 Disposition of Common Shares
   
 United States Taxation
  99




---



##### Table of Contents



US Holders
  Distributions on our Shares
   100




---



##### Table of Contents



Foreign Tax Credit
  Disposition of our Shares
   101




---



##### Table of Contents



Other Considerations
     Shareholder Election
  102




---



##### Table of Contents



Mark to Market Election
   Controlled Foreign Corporation
  103




---



##### 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
  104




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##### 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
       105




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##### Table of Contents



Description and impact of material weakness
    Remediation Plan
   
 ITEM 16: AUDIT COMMITTEE
 
 Audit Committee Financial Expert
  
 Code of Ethics
 www.olympuspacific.com
 106




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##### Table of Contents



Principal Accountant Fees and Services
  Financial Year
    
    
    
    
    
    Audit RelatedEnding
    
    Audit Fees(1)
    
    Fees(2)
    
    Tax Fees(3)
    
    All Other Fees(4)2009
    
    $
    448,919
    
    
    $
    315,018
    
    
    Nil
    
    Nil2008
    
    $
    117,850
    
    
    Nil
    
    Nil
    
    Nil
 
 (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, 2009 and
2008, Consolidated Statements of Operations and Deficit and Cash Flows for each of the three
years ended December 31, 2009, 2008, and 2007, 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 17 to the consolidated financial statements.
 107




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##### 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,
2009 and December 31, 2008,Consolidated Statements of Operations and Deficit and Cash
Flows for each of the three years ended December 31, 2009, 2008, and 2007, 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 17 to the
consolidated financial statements.
 
 Exhibits
 1.
    
    Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 1. Articles of
Incorporation and By Laws1.1.
    
    Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 1.1 Certificates
of Status, Amendment, Continuance1.2.
    
    Reference is made to the 2007 20F Annual Report 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
 108




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##### Table of Contents



3.1.
    
    Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.1 
Mining Permit  dated July 22, 19923.2.
    
    Reference is made to the 2007 20F Annual Report 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 Report 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 Report dated March 28, 2008 exhibit 3.4  Debt
Finance Facility Agreement  dated February 8, 20063.5.
    
    Reference is made to the 2007 20F Annual Report 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 Report 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 Report dated March 28, 2008 exhibit 3.8 
Joint Venture Agreement  dated March 5, 2003.3.8.
    
    Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.9 
Agreement for Fulfilment of Contract, dated September 16, 2006 and cancellation of
agreement on November 27, 2006.3.9.
    
    Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.9 
Memorandum of Agreement and Supplement  November 24, 20063.10.
    
    Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.9 
Stock Option Plan  September 12, 20033.11.
    
    Reference is made to the 2007 20F Annual Report 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 Report dated March 28, 2008 exhibit 3.17 
Argor Heraeus Refining Contract  dated January 11, 20053.13.
    
    Reference is made to the 2007 20F Annual Report 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 Report 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 Report 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 Report dated March 28, 2008 exhibit 3.22 
Share Placement Documents dated March 19, 20073.17.
    
    Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.23 
Shareholders Rights Plan  dated June 25, 20073.18.
    
    Stock Option Plan  dated June 7, 2007. Reference is made to the Amended Annual
Report on Form 20-F for the year ended December 31, 2008, dated February 3, 2010.3.19.
    
    Reference is made to the 2007 20F Annual Report dated March 28, 2008 exhibit 3.25 
Code of Ethics  September 19, 2006
 109




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##### Table of Contents



3.20.
    
    Reference is made to the 2007 20F Annual Report 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 Report dated March 28, 2008 exhibit 3.28 
Exploration License dated January 10, 20083.22.
    
    Reference is made to the Amended Registration Statement of Form 20-F-A dated June 29,
2007, submitted to the Securities and Exchange Commission on June 29, 2007 for exhibits
19B.1 - 19B.3.24.3.23.
    
    Reference is made to the Amended Registration Statement of Form 20-F-A dated July 13,
2007 for exhibit 19B3.25 and November 13, 2007 for exhibits 19B.3.26 and 19B.3.27.3.24.
    
    Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.24
Management Service Agreement with Huong Le-Dao dated September 1, 2008.3.25.
    
    Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.25
Employment Agreement with Thomas Rodney Pervical Jones dated January 1, 2008.3.26.
    
    Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.26
Management service agreement with Orangue Holdings Limited, dated January 1, 2008 to
provide the services of David Seton.3.27.
    
    Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.27
Management service agreement with Action Management Limited, dated January 1, 2008, to
provide the services of Charles Barclay.3.28.
    
    Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.28
Management Service Agreement with Wholesale Products Limited, dated January 1, 2008, to
provide the services of Peter Tiedemann.3.29.
    
    Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.29
Management Service Agreement with Cawdor Holdings Limited, dated January 1, 2008, to
provide the services of Russell Graham.3.30.
    
    Management Service Agreement with Avora Limited as Trustee of Lloyd Beaumont Trust,
dated January 1, 2010, to provide the services of Paul Seton.3.31.
    
    Management Service Agreement with Whakapai Consulting Limited, dated January 1, 2010,
to provide the services of S. Jane Bell3.32.
    
    Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.30
Employment Agreement with James Hamilton dated January 1, 2008.3.33.
    
    Reference is made to the 2008 20F Annual Report dated March 31,2009 exchibit 3.31 Bong
Mieu Exploration Licence No 2125/GP-BTNMT3.34.
    
    Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.32 Gold
Export Certificates  dated December 31, 20083.35.
    
    Reference is made to the 2008 20F Annual Report dated March 31,2009 exhibit 3.33
Addendum 3 to the Refining Contract of November 1st 2005 dated December 10, 2008
between Argor-Hearaeus SA and Bong Mieu Gold Mining Company.3.36.
    
    Gold Export Certificates  dated December 31, 20093.37.
    
    Convertible Loan Note Agreement and attachment dated March 26, 20103.38.
    
    Gold Loan Note Agreement dated June 19, 2010
 110




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##### Table of Contents



3.39.
    
    Zedex Amalgamation Document  reference is made to Form CB filed with the SEC on
November 19, 2009.3.40.
    
    Bau Joint Venture Agreement dated November 2006 and Schedules to Joint Venture Agreement3.41.
    
    Foreign Investment Committee Approval of Bau Joint Venture dated November 9, 20073.42.
    
    Tien Thuan Joint Venture Agreement  dated November 1, 2006
 4.
  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 Philippines;i.
    
    Olympus Pacific Minerals Inc Vietnam Ltd.  incorporated in Vietnam;j.
    
    Olympus Pacific Minerals NZ Ltd.  incorporated in New Zealand;k.
    
    Parnell Cracroft Ltd  incorporated in British Virgin Islands;l.
    
    GR Enmore Pty Ltd.  incorporated in Australia (acquired as a result
of the Zedex transaction which completed on January 12, 2010);m.
    
    Binh Dinh NZ Gold Company Ltd.  incorporated in Vietnam (acquired as
a result of the Zedex transaction which completed on January 12, 2010);n.
    
    North Borneo Gold Sdn Bhd  incorporated in Malaysia (acquired as a
result of the Zedex transaction which completed on January 12, 2010);o.
    
    Bau Mining Co Ltd  incorporate in Samoa (acquired as a result of the
Zedex transaction which completed on January 12, 2010);p.
    
    KS Mining Ltd  incorporated in Samoa (acquired as a result of the
Zedex transaction which completed on January 12, 2010)
  5.1.
    
    Consent of Terra Mining Consultants and Stevens & Associates
  12.1
    
    Certification of Chief Executive Officer12.2
    
    Certification of Chief Financial Officer
 111




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##### Table of Contents



13.1
    
    Certification of Chief Executive Officer13.2
    
    Certification of Chief Financial Officer
 112




---



##### Table of Contents



SIGNATURES
  Olympus Pacific Minerals Inc.By:
    /s/ Peter TiedemannPeter TiedemannChief Financial Officer  113




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##### Table of Contents



Olympus Pacific Minerals Inc.
 Managements Responsibility
 prepared in accordance with accounting principles generally accepted in Canada and reflect
managements best estimates and judgements based on currently available information. The Company
has a system of internal controls designed to provide reasonable assurance that the financial
statements are accurate and complete in all material respects. Management believes that the
internal controls provide reasonable assurance that our financial information is reliable and
relevant, and that assets are properly accounted for and safeguarded from loss.
   Signed: David A. Seton
    
    Signed: Peter TiedemannDavid A. Seton
    
    Peter TiedemannChairman and
    
    Chief Financial OfficerChief Executive Officer
    
    March 31, 2010March 31, 2010
 F-1




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##### Table of Contents



Annual Report 2009
 Report of Independent Auditors
      
 
 F-2




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##### Table of Contents



Olympus Pacific Minerals Inc.
 Consolidated Balance Sheets
 As at
    
    December 31
    
    
    December 31(United States dollars)
    
    2009
    
    
    2008ASSETSCurrentCash
    
    $
    5,718,725
    
    
    $
    4,161,735Accounts receivable and prepaid expenses
    
    
    3,544,182
    
    
    
    2,487,361Inventory (note 12)
    
    
    3,078,218
    
    
    
    3,070,36212,341,125
    
    
    
    9,719,458Long-termProperty, plant and equipment (note 6)
    
    
    9,430,738
    
    
    
    10,684,740Mineral properties (note 3)
    
    
    7,203,352
    
    
    
    7,810,307Deferred exploration and development costs (note 3)
    
    
    25,049,053
    
    
    
    26,067,84741,683,143
    
    
    
    44,562,89454,024,268
    
    
    
    54,282,352LIABILITIESCurrentAccounts payable and accrued liabilities
    
    
    4,564,458
    
    
    
    3,611,948Capital lease obligations (note 11)
    
    
    171,001
    
    
    
    570,216Asset retirement obligation (note 4)
    
    
    204,716
    
    
    
    113,0224,940,175
    
    
    
    4,295,186Long-termAsset retirement obligation (note 4)
    
    
    770,010
    
    
    
    1,046,883770,010
    
    
    
    1,046,8835,710,185
    
    
    
    5,342,069Commitments, contingencies and contractual obligations (note 9)SHAREHOLDERS EQUITYEquity attributable to equity ownersShare capital (note 7a)
    
    
    97,318,003
    
    
    
    88,904,501Contributed surplus (note 7a)
    
    
    6,938,486
    
    
    
    6,631,296Accumulated Other Comprehensive Loss
    
    
    (2,513,078
    )
    
    
    (2,513,078
    )Deficit
    
    
    (52,985,295
    )
    
    
    (44,082,436
    )48,758,116
    
    
    
    48,940,283Non-controlling interest
    
    
    (444,033
    )
    
    
    Total share holders Equity
    
    
    48,314,083
    
    
    
    48,940,283$
    54,024,268
    
    
    $
    54,282,352
 For and on behalf
    
    Signed: David A. Seton
    
    Signed: Jon Mordaof the Board
    
    David A Seton
    
    Jon MordaMarch 31, 2010
    
    Chairman &
    
    Director & ChairmanChief Executive Officer
    
    of Audit Committee
  F-3




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##### Table of Contents



Annual Report 2009
 Consolidated Statements of Operations and Comprehensive Loss
 For the years ended December 31 (United States dollars)
    
    2009
    
    
    2008
    
    
    2007Sales  Gold
    
    $
    16,400,740
    
    
    $
    7,275,324
    
    
    $
    6,509,318Cost and expensesCost of sales
    
    
    9,448,441
    
    
    
    5,820,382
    
    
    
    5,138,779Amortization
    
    
    4,392,945
    
    
    
    2,468,047
    
    
    
    1,791,446Management fees and salaries
    
    
    2,944,646
    
    
    
    2,901,152
    
    
    
    2,577,924Professional and consulting fees
    
    
    2,429,012
    
    
    
    968,020
    
    
    
    1,093,681Travel
    
    
    581,024
    
    
    
    604,493
    
    
    
    534,579Investor relations and promotion and Shareholders information
    
    
    232,090
    
    
    
    440,884
    
    
    
    565,644Office and general administrative
    
    
    559,055
    
    
    
    642,076
    
    
    
    388,466Transfer agent and regulatory fees
    
    
    211,032
    
    
    
    187,129
    
    
    
    150,175Royalty expense
    
    
    884,704
    
    
    
    128,650
    
    
    
    104,517General exploration and development
    
    
    (21,227
    )
    
    
    65,005
    
    
    
    69,261Stock-based compensation (note 7b)
    
    
    3,569,314
    
    
    
    997,336
    
    
    
    2,114,53625,231,036
    
    
    
    15,223,174
    
    
    
    14,529,008Other (income) expenseInterest income
    
    
    (11,795
    )
    
    
    (551,023
    )
    
    
    (525,090
    )Write-off of deferred exploration costs (note 3)
    
    
    
    
    
    
    865,779
    
    
    
    Write-off of deferred transaction costs
    
    
    
    
    
    
    
    
    
    
    247,010Loss on disposal of capital asset
    
    
    211,231
    
    
    
    18,340
    
    
    
    Debt extinguishment cost (note 5)
    
    
    
    
    
    
    
    
    
    
    50,297Foreign exchange loss/(gain)
    
    
    (196,962
    )
    
    
    (330,916
    )
    
    
    527,4382,474
    
    
    
    2,180
    
    
    
    299,655Loss for the year before tax
    
    
    (8,832,770
    )
    
    
    (7,950,030
    )
    
    
    (8,319,345
    )Taxation expenseCorporate Income Tax
    
    
    514,122
    
    
    
    
    
    
    
    Loss for the year after tax
    
    
    (9,346,892
    )
    
    
    (7,950,030
    )
    
    
    (8,319,345
    )Currency Translation Adjustment
    
    $
    
    
    
    $
    (12,250,965
    )
    
    $
    3,287,889Comprehensive loss
    
    $
    (9,346,892
    )
    
    $
    (20,200,995
    )
    
    $
    (5,031,456
    )Attributable to:Equity owners
    
    $
    (8,902,859
    )
    
    $
    (20,200,995
    )
    
    $
    (5,031,456
    )Non-Controlling Interest
    
    $
    (444,033
    )
    
    $
    
    
    
    $
    $
    (9,346,892
    )
    
    $
    (20,200,995
    )
    
    $
    (5,031,456
    )Basic and diluted loss per common share attributable to
equity holders
    
    $
    (0.0383
    )
    
    $
    (0.0869
    )
    
    $
    (0.0251
    )Weighted average number of common shares outstanding
    
    
    243,834,003
    
    
    
    232,402,999
    
    
    
    200,364,897
 Consolidated Statements of Deficit
 For the years ended December 31 (United States dollars)
    
    2009
    
    
    2008
    
    
    2007DeficitBeginning of the year
    
    $
    44,082,436
    
    
    $
    36,132,406
    
    
    $
    27,813,061Loss for the year attributable to equity owners
    
    
    8,902,859
    
    
    
    7,950,030
    
    
    
    8,319,345Deficit, end of the year
    
    $
    52,985,295
    
    
    $
    44,082,436
    
    
    $
    36,132,406
  F-4




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##### Table of Contents



Olympus Pacific Minerals Inc.
 Consolidated Statements of Accumulated Other Comprehensive Loss/(Income)
 For the years ended December 31 (United States dollars)
    
    2009
    
    
    2008
    
    
    2007Accumulated other comprehensive loss/(income)Beginning of the year
    
    $
    2,513,078
    
    
    $
    (9,737,887
    )
    
    $
    (6,449,998
    )Currency Translation Adjustment
    
    
    
    
    
    
    12,250,965
    
    
    
    (3,287,889
    )Accumulated other comprehensive loss/(income), end of the
year
    
    $
    2,513,078
    
    
    $
    2,513,078
    
    
    $
    (9,737,887
    )
 Consolidated Statements of Cash Flows
 For the years ended December 31 (United States dollars)
    
    2009
    
    
    2008
    
    
    2007Operating activities :Loss for the year after tax
    
    $
    (9,346,892
    )
    
    $
    (7,950,030
    )
    
    $
    (8,319,345
    )Items not affecting cashAmortization
    
    
    4,392,945
    
    
    
    2,468,047
    
    
    
    1,791,446Loss on disposal of capital assets
    
    
    211,231
    
    
    
    18,340
    
    
    
    Stock-based compensation expense
    
    
    3,569,314
    
    
    
    997,336
    
    
    
    2,114,536ARO Adjustment (net)
    
    
    (191,454
    )
    
    
    (117,197
    )
    
    
    (39,242
    )Foreign exchange
    
    
    (28,222
    )
    
    
    (128,494
    )
    
    
    215,013Write-off of deferred transaction costs
    
    
    
    
    
    
    
    
    
    
    247,010Write-off of deferred exploration and mineral property costs
    
    
    
    
    
    
    865,779
    
    
    
    Changes in non-cash working capital balancesAccounts receivable and prepaid expenses
    
    
    (1,056,821
    )
    
    
    (1,844,652
    )
    
    
    580,928Accounts payable and accrued liabilities
    
    
    1,052,569
    
    
    
    1,258,061
    
    
    
    894,407Inventory
    
    
    (7,856
    )
    
    
    (2,103,235
    )
    
    
    (629,339
    )Cash used in operating activities
    
    
    (1,405,186
    )
    
    
    (6,536,044
    )
    
    
    (3,144,586
    )Investing activities :Deferred exploration and development costs, net
    
    
    (342,421
    )
    
    
    (8,505,450
    )
    
    
    (7,083,030
    )Acquisition of property, plant and equipment
    
    
    (1,417,444
    )
    
    
    (4,888,159
    )
    
    
    (1,514,249
    )Cash used in investing activities
    
    
    (1,759,865
    )
    
    
    (13,393,610
    )
    
    
    (8,597,279
    )Financing activities :Capital lease payments
    
    
    (399,215
    )
    
    
    (530,242
    )
    
    
    (342,201
    )Warrants issued
    
    
    
    
    
    
    
    
    
    
    1,016,893Shares issued on warrants exercised
    
    
    
    
    
    
    
    
    
    
    2,228,296Repayment of debt
    
    
    
    
    
    
    
    
    
    
    (2,006,405
    )Share issue cost
    
    
    (154,736
    )
    
    
    16,867
    
    
    
    (1,924,113
    )Shares Issued
    
    
    5,206,056
    
    
    
    
    
    
    
    34,265,702Cash provided by/(used in) financing activities
    
    
    4,652,105
    
    
    
    (513,375
    )
    
    
    33,238,172Increase/(decrease) in cash during the year
    
    
    1,487,054
    
    
    
    (20,443,029
    )
    
    
    21,496,307Cash  beginning of the year
    
    
    4,161,735
    
    
    
    24,310,245
    
    
    
    3,325,436Effect of foreign exchange rate changes on cash
    
    
    69,936
    
    
    
    294,519
    
    
    
    (511,499
    )Cash  end of the year
    
    $
    5,718,725
    
    
    $
    4,161,735
    
    
    $
    24,310,244
  F-5




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##### Table of Contents



Annual Report 2009
 Notes to Financial Statements
 1. Nature of Operations
   2. Basis of Presentation and Significant Accounting Policies
 Basis of Presentation and Consolidation
   Exchange rate at December 31, 2008
    
    
    0.8166Average exchange rate during the year ended December 31, 2008
    
    
    0.9381Average exchange rate during the year ended December 31, 2007
    
    
    0.9304
  Change in Accounting Policies
  Section 3064  Goodwill and Intangible Assets and Section 3450, Research and Development Costs
 , Goodwill and Intangible Assets , Goodwill and Other Intangible Assets
 F-6




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##### Table of Contents



Olympus Pacific Minerals Inc.
 Section 3450, Research and Development Costs Section 3064
  Mining Exploration Costs (EIC 174)
 Mining Exploration
Costs
 Section 1582, Business Combinations ; 1601, Consolidated Financial Statements and 1602, Non-Controlling Interests .
 Business Combinations Consolidated Financial
Statements Non-Controlling Interests Business Combinations; Consolidated Financial Statements Business Combinations Consolidated and Separate
Financial Statements
  Credit Risk and the Fair Value of Financial Assets and Financial Liabilities (EIC Abstract 173)
 Credit Risk and the Fair Value of Financial
Assets and Financial Liabilities
 Financial Instruments  Disclosures (Section 3862)
 Financial
Instruments  Disclosures
 F-7




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##### Table of Contents



Annual Report 2009
  Future Accounting Changes
    Significant Accounting Policies
 Estimates
  Cash
  Mineral properties
  F-8




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##### Table of Contents



Olympus Pacific Minerals Inc.
  Asset Retirement Obligations
   Deferred exploration and development costs
  Foreign currency translation
  F-9




---



##### Table of Contents



Annual Report 2009
  Property, plant and equipment
   Asset impairment  Long-lived assets
  Stock-based compensation
   F-10




---



##### Table of Contents



Olympus Pacific Minerals Inc.
  Loss per share
   Income taxes
  Stripping costs
  Revenue recognition
   Inventory
  F-11




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##### Table of Contents



Annual Report 2009
    Interest cost accounting
  Financial instruments
  Financial Instruments  Disclosures
    Cash
  Accounts receivable, accounts payable, accrued liabilities and capital leases
  Long-term debt
 F-12




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##### Table of Contents



Olympus Pacific Minerals Inc.
  3. Mineral Properties and Deferred Exploration and Development Costs
 Deferred Exploration andMineral Properties
    
    
    Development CostsDecember 31
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Bong Mieu Gold Co(4)
    
    $
    3,219,595
    
    
    $
    3,220,670
    
    
    $
    11,270,751
    
    
    $
    9,271,355Phuoc Son Gold Co(3)
    
    
    4,993,450
    
    
    
    4,995,064
    
    
    
    15,465,134
    
    
    
    17,100,323Capcapo
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    753,656Other
    
    
    
    
    
    
    
    
    
    
    914
    
    
    
    9148,213,045
    
    
    
    8,215,734
    
    
    
    26,736,799
    
    
    
    27,126,248Accumulated amortization
(1)
    
    
    (1,009,693
    )
    
    
    (405,427
    )
    
    
    (1,687,746
    )
    
    
    (304,745
    )Write-off (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (865,779
    )Foreign Exchange Adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112,123Total
    
    $
    7,203,352
    
    
    $
    7,810,307
    
    
    $
    25,049,053
    
    
    $
    26,067,847
 
 (1)
    
    Accumulated amortization relates to the Bong Mieu central mine which commenced
commercial production on October 1, 2006 and the Phuoc Son mine which commenced commercial
production on October 1, 2009.(2)
    
    Write-off of $865,779 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)
    
    Deferred exploration and development costs are net of revenues and costs associated
with ore mined and processed during the period prior to commercial operations of
$3,056,091 for the 2009 year.(4)
    
    Deferred exploration and development costs include net revenues and costs associated
with ore mined and processed during the period prior to commercial operations of $95,637
for the 2009 year. Bong Mieu Gold Property
  Phuoc Son Gold Property
 F-13




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##### Table of Contents



Annual Report 2009
   4. Asset Retirement Obligation
 December 31,
    
    
    December 31,2009
    
    
    2008Balance, beginning of the year
    
    $
    1,159,905
    
    
    $
    699,842Liabilities incurred
    
    
    (168,339
    )
    
    
    402,036Liabilities settled and adjusted
    
    
    (129,640
    )
    
    
    (145,013
    )Foreign exchange adjustment
    
    
    6,275
    
    
    
    160,046Accretion
    
    
    106,525
    
    
    
    42,994Balance, end of the period
    
    
    974,726
    
    
    
    1,159,905Current portion
    
    
    204,716
    
    
    
    113,022Non-current portion
    
    $
    770,010
    
    
    $
    1,046,883
   5. Loan Facility
  F-14




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##### Table of Contents



Olympus Pacific Minerals Inc.
 6. Property, Plant and Equipment
 December 31, 2009
    
    
    December 31, 2008Accumulated
    
    
    Net book
    
    
    
    
    
    
    Accumulated
    
    
    Net bookCost
    
    
    depreciation
    
    
    value
    
    
    Cost
    
    
    depreciation
    
    
    valueBuilding
    
    $
    917,564
    
    
    $
    605,271
    
    
    $
    312,293
    
    
    $
    884,337
    
    
    $
    360,726
    
    
    $
    523,611Leasehold
improvements
    
    
    123,433
    
    
    
    104,234
    
    
    
    19,199
    
    
    
    122,644
    
    
    
    67,100
    
    
    
    55,544Machinery and
equipment
    
    
    9,060,946
    
    
    
    3,883,501
    
    
    
    5,177,445
    
    
    
    7,112,255
    
    
    
    2,332,826
    
    
    
    4,779,429Office equipment,
furniture and
fixtures
    
    
    987,863
    
    
    
    719,380
    
    
    
    268,483
    
    
    
    1,030,157
    
    
    
    613,132
    
    
    
    417,025Vehicles
    
    
    370,251
    
    
    
    307,426
    
    
    
    62,825
    
    
    
    363,505
    
    
    
    238,101
    
    
    
    125,404Infrastructure
    
    
    4,422,529
    
    
    
    1,831,897
    
    
    
    2,590,632
    
    
    
    3,313,310
    
    
    
    1,043,317
    
    
    
    2,269,993Capital
Assets in progress
    
    
    999,861
    
    
    
    
    
    
    
    999,861
    
    
    
    2,513,734
    
    
    
    
    
    
    
    2,513,734$
    16,882,447
    
    
    $
    7,451,709
    
    
    $
    9,430,738
    
    
    $
    15,339,942
    
    
    $
    4,655,202
    
    
    $
    10,684,740
 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




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##### Table of Contents



Annual Report 2009
    a) Common Shares
  Number of
    
    
    AmountShares
    
    
    $Common shares, January 1, 2008
    
    
    232,377,011
    
    
    $
    88,860,318Share Issue Costs
    
    
    
    
    
    
    19,375Bonus common shares issued
    
    
    46,090
    
    
    
    24,808Common shares, December 31, 2008
    
    
    232,423,101
    
    
    $
    88,904,501Bonus common shares issued
    
    
    784,480
    
    
    
    343,537Private Placement (1)
    
    
    16,216,216
    
    
    
    3,000,000Common shares issued
    
    
    52,734
    
    
    
    3,375Exercise of options (2)
    
    
    18,982,248
    
    
    
    5,221,326Share issue costs (1)
    
    
    
    
    
    
    (154,736
    )Common shares, December 31, 2009
    
    
    268,458,779
    
    
    $
    97,318,003
 
 (1)
    
    In May 2009 the Company completed a non-brokered private placement of 16,216,216
shares at a price of US$0.1850 per share, for gross proceeds of $3,000,000 and net
proceeds of $2,845,264. Agents for the private placement were paid a cash commission of 5
percent of the gross proceeds of the placement.(2)
    
    In December 2009 several officers of the Company exercised their 2009 options.  December 31
    
    
    December 312009
    
    
    2008Balance, beginning of the period
    
    $
    6,631,296
    
    
    $
    5,582,694Options granted and vested during the year
    
    
    3,569,313
    
    
    
    949,795Options exercised during the year
    
    
    (3,018,645
    )
    
    
    Bonus common shares granted and
vested during the year
    
    
    
    
    
    
    109,362Bonus common shares issued
    
    
    (149,851
    )
    
    
    (10,555
    )Tax recovery on expiry of warrants
    
    
    (93,627
    )
    
    
    Balance, end of the period
    
    $
    6,938,486
    
    
    $
    6,631,296
 F-16




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##### Table of Contents



Olympus Pacific Minerals Inc.
 b) Stock Options
   December 31, 2009
    
    December 31, 2008Weighted Average
    
    
    
    
    
    Weighted AverageNumber
    
    Exercise
    
    Number
    
    Exerciseof Options
    
    Price $CAD
    
    of Options
    
    Price $CADOutstanding,
beginning of the
period
    
    
    19,589,184
    
    
    
    0.52
    
    
    
    17,592,334
    
    
    
    0.53Granted
    
    
    20,755,560
    
    
    
    0.12
    
    
    
    4,121,850
    
    
    
    0.42Exercised
    
    
    (18,982,248
    )
    
    
    0.12
    
    
    
    
    
    
    
    Cancelled/ Expired
    
    
    (3,150,000
    )
    
    
    0.43
    
    
    
    (2,125,000
    )
    
    
    0.42Outstanding, end of
the period
    
    
    18,212,496
    
    
    
    0.50
    
    
    
    19,589,184
    
    
    
    0.52Options exercisable
at the end of the
period
    
    
    15,531,262
    
    
    
    0.51
    
    
    
    14,789,890
    
    
    
    0.52
  Options Outstanding
    
    Options ExercisableNumber
    
    
    
    
    
    WeightedRange of
    
    Outstanding
    
    Weighted
    
    Average
    
    NumberExercise
    
    As at
    
    Average
    
    Exercise
    
    Exercisable
    
    Weighted AveragePrices
    
    Dec 31,
    
    Remaining
    
    Price
    
    As at
    
    Exercise Price$CAD
    
    2009
    
    Life (years)
    
    $CAD
    
    Dec 31, 2009
    
    $CAD$0.12
    
    
    1,773,312
    
    
    
    4.01
    
    
    
    0.12
    
    
    
    1,773,312
    
    
    
    0.12$0.30 - 0.36
    
    
    3,530,000
    
    
    
    0.84
    
    
    
    0.33
    
    
    
    3,530,000
    
    
    
    0.33$0.40 - 0.45
    
    
    4,350,184
    
    
    
    1.97
    
    
    
    0.40
    
    
    
    1,835,617
    
    
    
    0.41$0.50 - 0.55
    
    
    459,000
    
    
    
    1.60
    
    
    
    0.53
    
    
    
    459,000
    
    
    
    0.53$0.60 - 0.65
    
    
    3,850,000
    
    
    
    2.60
    
    
    
    0.65
    
    
    
    3,683,333
    
    
    
    0.65$0.75
    
    
    4,250,000
    
    
    
    2.26
    
    
    
    0.75
    
    
    
    4,250,000
    
    
    
    0.7518,212,496
    
    
    
    
    
    
    
    0.50
    
    
    
    15,531,262
    
    
    
    0.51
  F-17




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##### Table of Contents



Annual Report 2009
   c) Warrants
  December 31, 2009
    
    December 31, 2008Weighted AverageExercise
    
    
    
    
    
    Weighted AverageNumber
    
    Price
    
    Number
    
    Exerciseof Warrants
    
    $CAD
    
    of Warrants
    
    Price $CADOutstanding, beginning of the period
    
    
    19,554,716
    
    
    
    0.80
    
    
    
    21,344,716
    
    
    
    0.78Granted
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    Expired1
    
    
    (19,554,716
    )
    
    
    0.80
    
    
    
    (1,790,000
    )
    
    
    0.58Outstanding, end of the period
    
    
    
    
    
    
    
    
    
    
    19,554,716
    
    
    
    0.80
 
 1.
    
    The warrants that expired related to the August 10, 2007 private placement. (2008 relates
to the March 31, 2007 private placement) d) Bonus Share Program for Non-Executive Employees
   e) Deferred Share Units
  F-18




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##### Table of Contents



Olympus Pacific Minerals Inc.
 8. Related Party Transactions and Loans
  Year-to-date December 312009
    
    
    2008Consulting and legal fees
    
    $
    184,852
    
    
    $
    103,804Management fees
    
    $
    916,409
    
    
    $
    834,755Reimbursement of expenses
    
    $
    390,048
    
    
    $
    282,955Royalties
    
    $
    128,746
    
    
    $
    134,177Loans
    
    $
    1,563,753
    
    
    
    
   Legal and consulting fees
  Management fees and reimbursement of expenses
   Royalties
  Loans
  F-19




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##### Table of Contents



Annual Report 2009
 9. Commitments, Contingencies and Contractual Obligations
  Less than
    
    
    
    
    
    
    
    
    
    
    
    
    
    Year 5 andPayment Due
    
    Total
    
    one year
    
    Year 2
    
    Year 3
    
    Year 4
    
    thereafterCapital lease
obligations
    
    
    171,001
    
    
    
    171,001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    628,758
    
    
    
    192,242
    
    
    
    114,969
    
    
    
    114,312
    
    
    
    99,235
    
    
    
    108,000Purchase
obligations 
supplies & services
    
    
    3,520,340
    
    
    
    3,519,480
    
    
    
    860
    
    
    
    
    
    
    
    
    
    
    
    Purchase
obligations 
capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Asset retirement
obligations
    
    
    974,726
    
    
    
    204,716
    
    
    
    179,188
    
    
    
    128,243
    
    
    
    430,843
    
    
    
    31,736Total
    
    $
    5,294,825
    
    
    $
    4,087,439
    
    
    $
    295,017
    
    
    $
    242,555
    
    
    $
    530,078
    
    
    $
    139,736
  10. Financial Instruments
   Market and commodity price risk
   Foreign exchange risk
  F-20




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##### Table of Contents



Olympus Pacific Minerals Inc.
    Interest rate risk
   Credit risk
   Liquidity risk
  11. Capital Lease Obligations
  December 31,
    
    
    December 31,2009
    
    
    2008Total minimum lease payment
    
    $
    171,001
    
    
    $
    570,216Less: current portion
    
    
    (171,001
    )
    
    
    (570,216
    )$
    
    
    
    $
    
  F-21




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##### Table of Contents



Annual Report 2009
 12. Inventory
 December 31,
    
    
    December 31,2009
    
    
    2008Doré Bars
    
    $
    259,524
    
    
    $
    155,518Ore in stockpiles
    
    
    524,978
    
    
    
    311,371Gold in circuit
    
    
    26,115
    
    
    
    174,375Mine operating supplies
    
    
    2,267,601
    
    
    
    2,429,098Total
    
    $
    3,078,218
    
    
    $
    3,070,362
  13. Income Taxes
  2009
    
    2008
    
    2007Loss
    
    $
    (8,833,000
    )
    
    $
    (7,950,000
    )
    
    $
    (8,319,000
    )Expected tax benefit
    
    
    (2,915,000
    )
    
    
    (2,662,000
    )
    
    
    (2,839,000
    )Issue costs
    
    
    (304,000
    )
    
    
    (276,000
    )
    
    
    (321,000
    )Foreign tax differential
    
    
    111,000
    
    
    
    200,000
    
    
    
    (785,000
    )Foreign exchange on Vietnam losses
    
    
    
    
    
    
    1,174,000
    
    
    
    Non-deductible portion
    
    
    1,192,000
    
    
    
    (1,635,000
    )
    
    
    1,981,000Other
    
    
    204,000
    
    
    
    812,000
    
    
    
    Benefit of current year loss not recognized
    
    
    2,226,000
    
    
    
    2,387,000
    
    
    
    1,964,000Total income tax expense
    
    $
    514,000
    
    
    $
    
    
    
    $
    
  2009
    
    2008
    
    2007Non-capital losses carried forward
    
    $
    7,576,000
    
    
    $
    7,288,000
    
    
    $
    5,332,000Issue costs
    
    
    500,000
    
    
    
    616,000
    
    
    
    707,000Capital assets
    
    
    53,000
    
    
    
    64,000
    
    
    
    49,000Resource related deductions
    
    
    500,000
    
    
    
    572,000
    
    
    
    592,000Future income tax asset
    
    
    8,629,000
    
    
    
    8,540,000
    
    
    
    6,680,000Future income tax liability
    
    
    (329,000
    )
    
    
    (1,712,000
    )
    
    
    Net future income tax asset
    
    
    8,300,000
    
    
    
    6,828,000
    
    
    
    6,680,000Valuation allowance
    
    
    (8,300,000
    )
    
    
    (6,828,000
    )
    
    
    (6,680,000
    )Net future income tax asset
    
    $
    
    
    
    $
    
    
    
    $
    
  F-22




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##### Table of Contents



Olympus Pacific Minerals Inc.
 Non-capital loss carryforwards
    
    Year of loss
    
    Note
    
    Amount
    
    Expiry DateCanada
    
    
    2009
    
    
    
    1
    
    
    
    2,510,000
    
    
    
    2029Vietnam
    
    
    2009
    
    
    
    2
    
    
    
    2,228,000
    
    
    
    2014Canada
    
    
    2008
    
    
    
    1
    
    
    $
    3,201,000
    
    
    
    2028Vietnam
    
    
    2008
    
    
    
    2
    
    
    
    1,308,000
    
    
    
    2013Canada
    
    
    2007
    
    
    
    1
    
    
    $
    7,605,000
    
    
    
    2027Vietnam
    
    
    2007
    
    
    
    2
    
    
    
    1,342,000
    
    
    
    2012Canada
    
    
    2006
    
    
    
    1
    
    
    
    2,654,000
    
    
    
    2026Vietnam
    
    
    2006
    
    
    
    2
    
    
    
    8,059,000
    
    
    
    2011Canada
    
    
    2005
    
    
    
    3
    
    
    
    1,088,000
    
    
    
    2015Canada
    
    
    2004
    
    
    
    3
    
    
    
    2,313,000
    
    
    
    2014Canada
    
    
    2003
    
    
    
    4
    
    
    
    816,000
    
    
    
    2010Total non-capital loss carryforwards
    
    
    
    
    
    
    
    
    
    $
    33,124,000
 
 (1)
    
     Loss carryforward of 20 years(2)
    
     Vietnam has a loss carryforward of 5 years(3)
    
     Loss carryforward of 10 years(4)
    
     Loss carryforward of 7 years   14. Memorandum of Agreement
  15. Comparative Consolidated Financial Statements
  F-23




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##### Table of Contents



Annual Report 2009
 16. Material Events After the Balance Sheet Date
  a)  
    
    On January 12, 2010, the Company and Zedex amalgamated and Zedex Shareholders
shares were cancelled and they were allocated 1 common share in Olympus in exchange for
2.4 common shares in Zedex. Total consideration for the amalgamation amounted to
approximately US$34.8 million, and was paid to Zedex shareholders by way of redistribution
of the 65,551,043 Olympus shares that Zedex already held along with the issuing of a
further 54,226,405 new Olympus shares. In addition, 4,395,835 stock options were issued
by Olympus to compensate the cancellation of Zedex options. The 54,226,405 new common
shares in Olympus were issued on January 25, 2010.Zedex management staff were provided with contracts with Olympus. Mr. Leslie Robinson,
director of Zedex, was appointed to the Board of Olympus on December 17, 2009. Mr. Rodney
Murfitt, formerly Chief Geologist for Zedex, became Group Exploration Manager for Olympus.
Mr. Paul Seton, formerly CEO of Zedex, became Senior Vice President Commercial for Olympus
and Ms. Jane Bell (previously Baxter), formerly CFO and Company Secretary for Zedex,
became Vice president Finance for Olympus.All costs associated with the amalgamation have been expensed during the year, these being
recorded in professional and consulting fees in the consolidated statement of operations
and comprehensive loss.The acquisition will be accounted for as a business combination with Olympus being
identified as the acquirer. The purchase method of accounting will be used and earnings
will be consolidated from the acquisition date. The Company is in the process of
evaluating the fair value of assets acquired and liabilities assumed, including goodwill,
if any. As a result of this acquisition, the Company will no longer have the obligation
to pay the 2 percent royalty to Zedex.
    
    On January 4, 2010 the Company issued 3,702,629 options to officers of the
Company in relation to their 2010 management contracts. The options vest immediately,
have an exercise price of CAD$0.40 and can be exercised on or before December 31,
2014.
    
    In 2010 the Company agreed to issue 951,703 common shares in settlement of
AUD$319,335 consultancy fee related to the amalgamation with Zedex. The fee is
included in accounts payable at December 31, 2009.
    
    In March 2010 the Company entered into a Securities Purchase Agreement with
an independent investor for the issue of CAD$10,000,000 and a maximum of
CAD$12,750,000 of Units. The funds will be used in the establishment of a processing
plant at Phuoc Son. Each Unit consist of: (i) a nine (9) percent subordinated
unsecured convertible promissory note of the Company in the aggregate principal amount
of CAD $0.84 per unit, which is convertible into shares of the Companys common stock,
with no par value at CAD $0.42 per share, and (ii) two (2) separate common stock
purchase warrants, the first of which is fully vested and immediately exercisable for
the purchase of one share of Common Stock at an exercise price of CAD $0.50 per share
and the second of which is exercisable for the purchase of two shares of Common Stock
at an exercise price of CAD $0.42 per share. On March 26, 2010, the Company closed
this transaction and received CAD$11,729,988 in net proceeds.b)  
    
    In June 2010 the Company completed the placement of US$21.96 million of Gold
Delivery Notes. The funds will be used for the construction of a processing facility at
the Companys Phuoc son and Bong Mieu Mines in Vietnam, general exploration and corporate
purposes. Each Gold Delivery Unit consists of: (i) an eight percent (8%) senior secured
redeemable gold delivery promissory note of the Company (each, a Note and, collectively,
the Notes) in the stated or deemed principal amount of US$10,000, and (ii) a detachable
common stock purchase warrant (each, a Warrant and, collectively, the Warrants) for
the purchase of 3,470 common shares (Common Shares), exercisable on or before May 31,
2013 at an
 F-24




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##### Table of Contents



Olympus Pacific Minerals Inc.
 exercise price of CAD $0.60 per share (subject to standard anti-dilution adjustment).
The Warrants may be exercised on a cashless or net exercise basis at the option of the
holder.The Notes mature on May 31, 2013 (the Maturity Date), bear interest at the rate of 8%
per annum, and are secured obligations of the Company.
    
    In May 2010 the Company increased the quantum of shares
reserved with the Toronto Stock Exchange to the maximum allowable
for issuance upon the exercise of stock options granted pursuant to the
terms of its Stock Option Plan as approved by the TSX.
    
    In May 2010 shareholders approved the issue of 3,000,000 incentive stock options to
Directors of the Company and 350,000 incentive stock options
to the Company Secretary, each option exercisable for a period of five
years for the purchase of one common share of the Company
at a price of CAD$0.42 per common share.
    
    In May 2010 shareholders approved the issue of 3,000,000 incentive stock
options to Directors of the Company and 350,000 incentive
stock options to the Company Secretary, each option exercisable for a period of
five years for the purchase of one common share of the
Company at a price of CAD$0.60 per common share.
 F-25




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##### Table of Contents



Annual Report 2009
 17. Differences from Generally Accepted Accounting Principles- Restated
  a) Exploration and development expenditures
     b) Production Start Date
  F-26




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##### Table of Contents



Olympus Pacific Minerals Inc.
     c) Restatement of 2008 financial statements reconciliation
   F-27




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##### Table of Contents



Annual Report 2009
 d) Reconciliation of consolidated balance sheet- Restated
 2009
    
    2008Canadian
    
    
    
    
    
    US
    
    Canadian
    
    
    
    
    
    USFor the years ended December 31
    
    Notes
    
    GAAP
    
    Adjustments
    
    GAAP
    
    GAAP
    
    Adjustments
    
    GAAPCurrent assets
    
    
    
    
    
    $
    12,341,125
    
    
    
    
    
    
    $
    12,341,125
    
    
    $
    9,719,458
    
    
    $
    
    
    
    $
    9,719,458Long-term assetsMineral properties
    
    
    (b
    )
    
    
    7,203,352
    
    
    
    (30,623
    )
    
    
    7,172,729
    
    
    
    7,810,307
    
    
    
    (30,623
    )
    
    
    7,779,684Capital assets(i)
    
    
    (b
    )
    
    
    9,430,738
    
    
    
    (64,782
    )
    
    
    9,365,956
    
    
    
    11,676,076
    
    
    
    (64,782
    )
    
    
    11,611,294Deferred exploration
and development
costs
    
    
    (a
    )
    
    
    25,049,053
    
    
    
    (20,251,277
    )
    
    
    4,797,776
    
    
    
    25,076,511
    
    
    
    (21,530,980
    )
    
    
    3,545,53141,683,143
    
    
    
    (20,346,682
    )
    
    
    21,336,461
    
    
    
    44,562,894
    
    
    
    (21,626,385
    )
    
    
    22,936,509Total Assets
    
    
    
    
    
    $
    54,024,268
    
    
    $
    (20,346,682
    )
    
    $
    33,677,586
    
    
    $
    54,282,352
    
    
    $
    (21,626,385
    )
    
    $
    32,655,967Total Liabilities
    
    
    
    
    
    
    5,710,185
    
    
    
    
    
    
    
    5,710,185
    
    
    
    5,342,069
    
    
    
    
    
    
    
    5,342,069Equity attributable
to equity owners
    
    
    
    
    
    
    48,758,116
    
    
    
    (20,451,357
    )
    
    
    28,306,759
    
    
    
    48,940,283
    
    
    
    (21,626,385
    )
    
    
    26,313,898Non-controlling
interest
    
    
    
    
    
    
    (444,033
    )
    
    
    104,675
    
    
    
    (339,358
    )
    
    
    
    
    
    
    
    
    
    
    Total Shareholders
equity
    
    
    
    
    
    
    48,314,083
    
    
    
    (20,346,682
    )
    
    
    27,967,401
    
    
    
    48,940,283
    
    
    
    (21,626,385
    )
    
    
    26,313,898Total liabilities and
Shareholders equity
    
    
    
    
    
    $
    54,024,268
    
    
    $
    (20,714,437
    )
    
    $
    33,677,586
    
    
    $
    54,282,352
    
    
    $
    (21,626,385
    )
    
    $
    32,655,967
 
 (i)
    
    Under Canadian GAAP, capitalized interest is recorded as an addition to deferred
development costs and under US GAAP, capitalizated interest is recorded as an addition to
capital assets. F-28




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##### Table of Contents



Olympus Pacific Minerals Inc.
 e) Reconciliation of consolidated net income
 2008For the years ended December 31
    
    Notes
    
    2009
    
    -Restated
    
    2007Net loss under Canadian GAAP
    
    
    
    
    
    $
    9,346,892
    
    
    $
    7,950,031
    
    
    $
    8,319,348Sales
    
    
    (b
    )
    
    
    (7,928,120
    )
    
    
    (2,303,888
    )
    
    
    Cost, amortization and expenses
    
    
    (a)&
    (b)
    
    
    4,733,933
    
    
    
    2,554,950
    
    
    
    Exploration expenditures
    
    
    (a
    )
    
    
    1,903,759
    
    
    
    5,390,363
    
    
    
    7,427,030Reverse write-down
    
    
    (a
    )
    
    
    
    
    
    
    (865,791
    )
    
    
    Net loss under US GAAP
    
    
    
    
    
    $
    8,056,464
    
    
    $
    12,725,665
    
    
    $
    15,746,378Attributable to Non-controlling interest
    
    
    
    
    
    
    339,358
    
    
    
    
    
    
    
    Attributable to equity owners
    
    
    
    
    
    $
    7,717,106
    
    
    $
    12,725,665
    
    
    $
    15,746,378Currency Translation Adjustment under
Canadian GAAP
    
    
    
    
    
    
    
    
    
    
    12,250,965
    
    
    
    (3,287,889
    )US GAAP Adjustment
    
    
    
    
    
    
    
    
    
    
    (4,019,444
    )
    
    
    (2,017,597
    )Currency Translation Adjustment under
Canadian GAAP
    
    
    
    
    
    
    
    
    
    
    8,231,521
    
    
    
    (5,305,486
    )Total Comprehensive loss under US GAAP
    
    
    
    
    
    $
    8,056,464
    
    
    $
    20,957,186
    
    
    $
    10,440,892Attributable to Non-controlling interest
    
    
    
    
    
    
    339,358
    
    
    
    
    
    
    
    Attributable to equity owners
    
    
    
    
    
    $
    7,717,106
    
    
    $
    20,957,186
    
    
    $
    10,440,892Basic and diluted loss per common share
attributable to equity holders under US
GAAP
    
    
    
    
    
    $
    0.03
    
    
    $
    0.05
    
    
    $
    0.08
 f) Consolidated statements of cash flows under US GAAP
  2008-For the years ended December 31
    
    2009
    
    Restated
    
    2007ActivitiesOperating
    
    
    (114,758
    )
    
    
    (12,177,469
    )
    
    
    (10,571,616
    )Investing
    
    
    (3,050,293
    )
    
    
    (7,752,185
    )
    
    
    (1,170,249
    )Financing
    
    
    4,652,105
    
    
    
    (513,375
    )
    
    
    33,238,172Cash and equivalents at the beginning of year
    
    
    4,161,735
    
    
    
    24,310,245
    
    
    
    3,325,436Effect of foreign exchange rate changes on cash
    
    
    69,936
    
    
    
    294,519
    
    
    
    (511,499
    )Cash and equivalent at end of year
    
    $
    5,718,725
    
    
    $
    4,161,735
    
    
    $
    24,310,245
 g) US GAAP Recent Developments
  F-29




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Annual Report 2009
     g) Recently Issued Accounting Pronouncements and Developments
  Variable Interest Entities
  (i)
    
    The power to direct the activities of a VIE that most significantly impact the
entitys economic performance; and(ii)
    
    The obligation to absorb losses or receive benefits from the entity that could
potentially be significant to the VIE.
  F-30




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##### Table of Contents



Olympus Pacific Minerals Inc.
 Fair Value Accounting
  (i)
    
    Transfers in and out of level 1 and 2 fair value measurements; and(ii)
    
    Enhanced detail in the level 3 reconciliation.
  (i)
    
    The level of disaggregation required for assets and liabilities; and(ii)
    
    The disclosures required for inputs and valuation techniques used to measure fair
value for both recurring and nonrecurring measurements that fall in either level 2 or
level 3.
   END OF NOTES TO FINANCIAL STATEMENTS
 F-31