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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F

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

OR

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

OR

[    ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________________ to ________________________

MOYDOW MINES INTERNATIONAL INC.(Exact name of Registrant as specified in its charter)

SEC File Number: 0-30904

Ontario, Canada
(Jurisdiction of incorporation or organization)

20 Toronto Street, 12th Floor, Toronto, Ontario M5C 2B8
(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:
None

Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, without par value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None

Indicate the number of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by the annual
report. 27,026,514

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 12 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (Or for such shorter period that the
registrant was required to File such reports), and (2) has been subject to such
filing requirements for the past ninety days.  Yes  [ X ]   No  [   ]

Indicate by check mark which financial statement item the registrant has
elected to follow: Item 17  [ X ]   Item 18  [   ]





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TABLE OF CONTENTS



|                                                                                      |                                                            |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                                                               
|ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                         
|ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE                                       
|ITEM 3 KEY INFORMATION                                                               
|ITEM 4. INFORMATION ON THE COMPANY                                                   
|ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                  
|ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                    
|ITEM 7 MAJOR SHAREHOLDERS AND RELATED TRANSACTIONS                                   
|ITEM 8. FINANCIAL INFORMATION                                                        
|                                                                                      | A. Consolidated Statements and Other Financial Information
|ITEM 9. THE OFFER AND THE LISTING                                                    
|ITEM 10. ADDITIONAL INFORMATION                                                      
|ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                  
|ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                      
|PART II                                                                              
|ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                             
|ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|ITEM 15. [RESERVED]                                                                  
|ITEM 16. [RESERVED]                                                                  
|PART III                                                                             
|ITEM 17. FINANCIAL STATEMENTS                                                        
|ITEM 18. FINANCIAL STATEMENTS                                                        
|ITEM 19. EXHIBITS                                                                    
|APPENDIX                                                                             
|SIGNATURE                                                                            



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TABLE OF CONTENTS

|         |  |                                                                              |  |  |    |      |  | 
|-------- |  | ---------------------------------------------------------------------------- |  |  | -- | ---- |  | 
|         |  |                                                                              |  |  |    | Page
|         |  |                                                                              |  |  |    |     
|PART I  
|         |  |                                                                             
|Item 1.  |  | Identity of Directors, Senior Management and Advisors                        |  |  | 10 |     
|Item 2.  |  | Offer Statistics and Expected Timetable                                      |  |  | 10 |     
|Item 3.  |  | Key Information                                                              |  |  | 10 |     
|Item 4.  |  | Information on the Company                                                   |  |  | 15 |     
|Item 5.  |  | Operating and Financial Review and Prospects                                 |  |  | 31 |     
|Item 6.  |  | Directors, Senior Management and Employees                                   |  |  | 37 |     
|Item 7.  |  | Major Shareholders and Related Party Transactions                            |  |  | 43 |     
|Item 8.  |  | Financial Information                                                        |  |  | 45 |     
|Item 9.  |  | The Offer and Listing                                                        |  |  | 46 |     
|Item 10. |  | Additional Information                                                       |  |  | 47 |     
|Item 11. |  | Quantitative and Qualitative Disclosure about Market Risk                    |  |  | 58 |     
|Item 12. |  | Description of Securities Other Than Equity Securities                       |  |  | 59 |     
|         |  |                                                                             
|PART II 
|         |  |                                                                             
|Item 13. |  | Defaults, Dividend Arrearages and Delinquencies                              |  |  | 59 |     
|Item 14. |  | Material Modifications to the Rights of Security Holders
and Use of Proceeds |  |  | 59 |     
|Item 15. |  | [Reserved]                                                                   |  |  | 59 |     
|Item 16. |  | [Reserved]                                                                   |  |  | 59 |     
|         |  |                                                                             
|PART III
|         |  |                                                                             
|Item 17. |  | Financial Statements                                                         |  |  | 59 |     
|Item 18. |  | Financial Statements                                                         |  |  | 59 |     
|Item 19. |  | Exhibits                                                                     |  |  | 59 |     

Appendix Audited Financial Statements as at December 31, 2001 and 2000 and for the years ended December 31, 2001, 2000 and 1999.

Signature Page following Appendix

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GLOSSARY  GENERAL

Antubiameans Antubia Resources Limited, a Ghanaian company and a subsidiary of
Glencar;

Companymeans Moydow Mines International Inc., an Ontario company;

EIAmeans an environmental impact assessment required to be filed with the EPA
in connection with an application for a mining lease in Ghana;

Ensignmeans Ensign Resources Limited, an Isle of Man company and a subsidiary
of Glencar;

EPAmeans the Environment Protection Agency of Ghana;

Glencarmeans Glencar Mining plc, an Irish company;

Kanyankaw Propertymeans the property in south-central Ghana over which Moydow
Limited and Antubia hold a prospecting license;

Moydow Ghanameans Moydow Limited, a Ghanaian company wholly-owned by Moydow
(Isle of Man), which is wholly-owned by the Company;

Moydow Groupmeans the Company and its subsidiaries and associated companies;

Moydow (Isle of Man)means Moydow Limited (Isle of Man), an Isle of Man company
wholly-owned by the Company;

Newmontmeans Newmont Mining Corporation,a United States company.

Normandymeans Normandy Mining Limited, a subsidiary of which is LaSource;

Normandy LaSourcemeans LaSource SAS, a French company and a subsidiary of
Normandy;

Ntotoroso Feasibility Studymeans the detailed feasibility study prepared by
Lycopodium Pty. Ltd. of Perth, Australia in March, 2001 on the Ntotoroso
property;

Ntotoroso Propertymeans the property in central-west Ghana over which Rank
holds a prospecting license;

Ntotoroso Reportmeans the report dated 1/13/2000 prepared for the Company by
PAH in respect of the Ntotoroso Property;

Pontil Minerexmeans Pontil Minerex Limited, an Isle of Man company.

Prospectusmeans the prospectus dated 2/18/2000 issued by the Company in
connection with the issuance by the Company of 3,382,352 Special Warrants and
receipted by Ontario Securities Commission on 2/21/2000;

Rankmeans Rank Mining Company Limited, a Ghanaian company owned by Moydow
Ghana and Normandy LaSource;

Rank FarmIn Shareholders Agreementmeans the agreement dated 10/22/1997, as
amended 11/5/1997, among Normandy LaSource, Moydow Ghana and Rank in respect of
the respective interests of Normandy LaSource and Moydow Ghana in Rank;

RTO Transactionmeans the transaction completed on 12/9/1998 pursuant to which
the Company purchased all of the outstanding shares and warrants of Moydow
(Isle of Man) in consideration for shares and warrants of the Company;

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Satellitemeans Satellite Goldfields Limited, a Ghanaian company; 90% owned by
Wassa Limited;

SBLmeans Standard Bank London Limited, a U.K. bank;

Special Warrantsmeans the special warrants issued on 11/26/99 by the Company
to investors at a price of CDN$1.70 per special warrant, each such special
warrant entitling the holder to acquire for no additional consideration, one
Common Share and one-half of one Warrant;

TSEmeans the Toronto Stock Exchange;

Warrantsincludes the warrants of the Company issuable upon exercise of the
Special Warrants, each such warrant entitling the holder to purchase one Common
Share at a price of CDN$2.25 until 5/25/2001; also includes the 66,667 warrants
issued in January 1997 in association with acquisition of property;

Wassa Limitedmeans Wassa Holdings Limited, an Isle of Man company; owned by
Moydow (Isle of Man) and Glencar;

Wassa Minemeans the gold mine located on the Wassa Property; and

Wassa Propertymeans the property in south-central Ghana over which Satellite
holds a mining lease.

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GLOSSARY  GEOLOGICAL TERMS

ADR a processing plant where gold is adsorbed onto carbon pellets from
solution combined with subsequent desorption of gold from carbon to caustic
solution and subsequent refining of this product to produce gold doré.

aeromagnetic survey a regional scale exploration method involving the use of
magnetometers and data recording instrumentation mounted in fixed wing aircraft
or helicopters. The survey usually takes the form of a systematic flight
pattern designed to cover the survey area with the objective of detecting
magnetic anomalies.

alluvial gold gold found in soil, sand, gravel or similar detrital material
deposited by running water.

Ag silver.

Au gold.

beresitized a particular type of hydrothermal alteration involving the
formation of the minerals sericite, carbonate and pyrite in alteration of a
granitic host rock.

Birimian the name given to a group of Precambrian (3000 to 1900 million years
old approximately) age sedimentary and volcanic rocks regionally metamorphosed
to Greenschist-Amphibolite facies. Birimian rocks are found throughout West
Africa, from Senegal and Guinea in the west to Niger and Ghana in the east.
Birimian rocks are the principal host of hard rock gold deposits in West
Africa.

breccia a fragmental rock whose components are angular and not water-worn.

cross-cut a mining tunnel driven perpendicular to the dominant trend of a
vein or ore bearing structure.

Cu copper.

Cut-off grade the lowest grade of mineralized material considered economic to
mine and process; used in the calculation of reserves.

diamond drill holes a drilling method whereby rock is drilled with a diamond
impregnated, hollow drilling bit which produces a continuous, in-situ record of
the rock mass intersected in the form of solid cylinders of rock which are
referred to as core.

drive a mining tunnel driven parallel to the dominant trend of a vein or ore
bearing structure.

dyke a tabular body of igneous rock that cuts across the layering or fabric
of the host rock.

feasibility study a definitive engineering estimate of all costs, revenues,
equipment requirements, and production levels likely to be achieved if a mine
is developed. The study is used to define the economic viability of a project
and to support the search for project financing.

galamsey local artisanal miners, generally mining with rudimentary tools and
without mechanization.

geochemical sampling a mineral exploration method whereby samples of soil,
stream sediments rocks are collected in a systematic way and analyzed for a
suite of elements.

grade the amount of valuable mineral in each tonne of ore, expressed as
ounces per ton or grams per tonne for precious metal and as a percentage by
weight for other metals.

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greenstone belt a common host for gold deposits often comprising green
colored rocks derived from lavas and sediments which have been heated and
altered through deep burial.

ground magnetic survey a mineral exploration method involving the use of hand
held magnetometer instruments which measure the intensity of the earths
magnetic field. The survey usually takes the form of a regular pattern of
parallel lines designed to cover the survey area with the objective of
identifying magnetic anomalies which may be indicative of hidden
mineralization.

g/t grams per metric tonne.

hanging wall the overlying side of a fault, orebody, or mineworking, in
particular the wall rock above a fault or inclined vein.

heap leach a relatively inexpensive processing method based on
hydrometallurgical technology, whereby crushed rock is placed on an impermeable
liner and is sprayed with a cyanide solution. The resulting gold bearing
liquid is collected and the gold is recovered employing conventional
technologies culminating in smelting and doré production.

hornblende granodiorites a plutonic rock with a high percentage of silica and
in which large crystal size is typical; hornblende being the dominant dark
material.

host rock a volume of rock within which the orebody occurs.

hydrogeological studies studies concerning the occurrence, movement and
condition of ground water.

in-situ-resource a tonnage of mineralized rock of intrinsic economic
interest, the grades and limits of which are known with a specified degree of
knowledge, expressed in terms of the material as it exists in the ground prior
to mining.

IP (induced polarization) a geophysical technique for detecting buried
disseminated sulphides through the application to the ground of electrical
currents.

lineament a linear feature in the earths crust generally coincident with a
geological fault.

lithological contact a boundary between two different rock types.

lode a tabular or vein-like deposit of valuable minerals between well defined
walls of rock.

metamorphosed a term used to describe a rock mass which has been subjected to
metamorphism. Metamorphism is a geological process where the original mineral
composition of a rock is changed or metamorphosed in response to local or
regional scale changes in temperature, pressure and the action of chemically
active fluids.

metasediments sedimentary rocks, which are rocks formed out of the
consolidation of sediment settled out of water, ice or air, which have been
metamorphosed.

mineralization mineral-bearing rock. Mineralization generally refers to the
presence of gold and silver established by widely spaced drilling.

Mineralized material a mineralized body which has been delineated by
appropriately spaced drilling and/or underground sampling to support a
sufficient tonnage and average grade of metals to warrant further exploration.
Such a deposit does not qualify as a reserve, until a comprehensive evaluation
based upon unit cost, grade, recoveries, and other material factors conclude
legal and economic feasibility.

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mylonitization deformation of a rock by microbrecciation resulting from
mechanical forces that are applied in a definite direction.

ore rock that contains one or more minerals or metals, at least one of which
has commercial value and which can be recovered at a profit.

orebody a continuous volume of mineralized material which may be economic and
feasible to mine.

phyllites finely banded, often greasy looking metasediment formed by the deep
burial and heating of clay rich rocks.

phyllitic a textural term describing the planar fabric or cleavage which is
developed in fine grained rocks which are subjected to low grade regional
metamorphism.

placer mining the extraction of gold from loosely consolidated material,
often a riverbed.

ppm parts per million

probable reserves reserves for which quantity and grade and/or quality are
computed from information similar to that used for proven reserves, but the
sites for inspection, sampling, and measurement are further apart or otherwise
less adequately spaced. The degree of assurance, although lower than that for
proven reserves, is high enough to assume continuity between points of
observation.

Proterozoic the second oldest geological period after Archaean and the
typical age of gold deposits in West Africa, Brazil and Venezuela.

proven reserves reserves for which: (a) quantity is computed from dimensions
revealed in outcrops, trenches, working or drill holes; grade and/or quality
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 content of
reserves are well-established.

pyroclastic a fragmentary volcanic material formed by explosive volcanic
activity.

pyrite a common iron sulphide mineral commonly found in hydrothermal veins
and systems and commonly associated with gold mineralization.

quartz-eye rhyolites fine grained, high silica volcanic rocks studded with
blebs or eyes of quartz.

RAB Rotary air blast, a method of drilling.

raking angle between a linear feature and the horizontal measured in the
plane that contains the two.

reserve that part of a mineral deposit which could be economically and
legally extracted or produced at the time of the reserve determination.

reverse circulation drilling a type of rotary drilling that uses a
double-walled drill pipe. Compressed air, water or other drilling medium is
forced down the space between the two pipes to the drill bit and the drilled
chips are flushed back up to the surface through the center tube of the drill
pipe.

reverse circulation holes a drilling method employing dual walled drill rods
fitted with either a hammer or rotary drilling bit. The pressurized drilling
fluid (air or water) travels down the outer annulus and the return fluid
travels up the center of the drill rod carrying the sample of rock chips and
dust-sized particles to the surface.

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schist- a metamorphic rock characterized by a well-developed parallel
orientation of more than 50% of the minerals present.

sedimentary- formed by the deposition of solid fragmented material that
originates from weathering of rocks and is transported from a source to a site
of deposition.

shear zones- linear areas of weakness along which a failure occurred whereby
the portion of mass on one side of the area slides past the portion on the
opposite side and which often form conduits for mineralizing fluids.

stockwork- a mineral deposit in the form of a branching or interlocking
network of veinlets.

stockwork of quartz veins- a crosscutting network of fractures filled with
quartz.

strike geological measurement of the direction of a horizontal line on the
surface of the bed.

stripping ratio- ratio of waste to ore.

synform- a concave-upwards fold in strata of unknown stratigraphic sequence.

Tarkwaian- a rock formation in Ghana, occurring immediately above the
Birimian, which is mostly made up of sandstones and contains thin gold-bearing
reefs near its base.

tectonized- a rock mass that has been severally modified by folding and/or
faulting.

tertiary- that portion of the geologic sedimentary section younger than the
Cretaceous and older than the Quaternary ranging in age from approximately 55
million to 2 million years old.

vein- sheet-like body of minerals formed by fracture filling or replacement of
the host rock.

VLF- a geophysical technique which utilizes the magnetic components of the
electromagnetic field generated by long distance radio transmitters to
delineate geological structures.

volcanic- formed by volcanic activity.

winze- a vertical shaft in a mine sunk or excavated from top to bottom.

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CONVERSION

The following table sets forth certain standard conversions from Standard
Imperial units to the International System of Units (or metric units).

|                        |  |                 |  |             |        | 
|----------------------- |  | --------------- |  | ----------- | ------ | 
|To Convert From         |  | To              |  | Multiply By
|                        |  |                 |  |            
|Feet                    |  | Meters          |  |             | 0.305  | 
|Meters                  |  | Feet            |  |             | 3.281  | 
|Miles                   |  | Kilometers      |  |             | 1.609  | 
|Kilometers              |  | Miles           |  |             | 0.621  | 
|Acres                   |  | Hectares        |  |             | 0.405  | 
|Hectares                |  | Acres           |  |             | 2.471  | 
|Grams                   |  | Ounces (troy)   |  |             | 0.032  | 
|Ounces (troy)           |  | Grams           |  |             | 31.103 | 
|Tonnes                  |  | Short tons      |  |             | 1.102  | 
|Short tons              |  | Tonnes          |  |             | 0.907  | 
|Grams per tonne         |  | Ounces (troy)   |  |             | 0.029  | 
|Ounces (troy) per tonne |  | Grams per tonne |  |             | 34.438 | 

Forward-Looking Statements

The statements in this document that relate to future plans or performance are
forward-looking statements. Actual results could differ materially due to a
variety of factors, including the factors described under Risk Factors and
the other risks described below. The Company undertakes no obligation to
publicly update these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

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PART I




ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
Item.




ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
Item.




ITEM 3 KEY INFORMATION

A. Selected Financial Data

The following selected financial data for the Company should be read in
conjunction with the audited financial statements as at December 31, 2001 and
2000, and for the years ended December 31, 2001, 2000 and 1999, attached as a
part hereof. For the purposes of these financial statements, the material
differences between generally accepted accounting principles (GAAP) in Canada
and the United States are described in Note 9 of the audited financial
statements.

(U.S. Dollars in thousands except per share amounts)
Years ended December 31

|                                                  |  |      |            |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|------------------------------------------------- |  | ---- | ---------- | ---- |  | ---- | ---------- | ---- |  | ---- | ---------- | - |  | - | ---------- | - |  | - | ---------- | -
|US$ (000s) except as indicated                    |  | 2001 |            | 2000 |  | 1999 |            | 1998 |  | 1997
|                                                  |  |      |            |      |  |      |            |      |  |     
|Revenues                                          |  |      |           |      |  |      | 199.6      |      |  |      | 331.9      |   |  |   | 272.2      |   |  |   | 345.3      |  
|Cash                                              |  |      | 1933.0     |      |  |      | 3361.5     |      |  |      | 5466.2     |   |  |   | 1046.8     |   |  |   | 674.8      |  
|Working Capital                                   |  |      | 1670.8     |      |  |      | 3178.4     |      |  |      | 4917.0     |   |  |   | 514.7      |   |  |   | 304.2      |  
|Total Assets                                      |  |      | 6422.1     |      |  |      | 6941.6     |      |  |      | 8680.5     |   |  |   | 8495.4     |   |  |   | 7454.1     |  
|Income (Loss)                                     |  |      | (569.3     | )    |  |      | (1190.0    | )    |  |      | (5107.7    | ) |  |   | (1044.4    | ) |  |   | (822.4     | )
|Income (Loss) per share                           |  | $    | (0.02      | )    |  | $    | (0.04      | )    |  | $    | (0.22      | ) |  | $ | (0.06      | ) |  | $ | (0.05      | )
|Weighted Average Number of
Shares Outstanding(1): |  |      | 27,026,514 |      |  |      | 26,499,778 |      |  |      | 23,050,882 |   |  |   | 18,418,023 |   |  |   | 15,484,382 |  



---

| | (1) |  | On December 9, 1998 the Company completed the acquisition
(the RTO Transaction) of all of the outstanding shares and
warrants of Moydow Limited (Isle of Man) (Moydow (Isle of Man)) in
consideration for shares and warrants of the Company and commenced
its current business activities. In accordance with the terms of
the RTO Transaction, the name of the Company was changed from
Westley Mines International Inc. to its present name, the management
of Moydow (Isle of Man) took over
management of the Company and the outstanding Common Shares of the
Company were consolidated on a 12 for 1 basis. The RTO Transaction
resulted in the former shareholders of Moydow (Isle of Man) owning,
immediately following the completion of
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  |  | such transaction, over 90%
of the outstanding common shares of the Company. As the former
shareholders of Moydow (Isle of Man) obtained control of the
Company through this RTO Transaction, the RTO Transaction has been
accounted for in the Companys financial statements as a reverse
take-over and the purchase method of accounting has been applied.
Under reverse take-over accounting, Moydow (Isle of Man) is
considered to have acquired the Company and is considered to be the
continuing entity. Accordingly, the figures in the above table,
which should be read in conjunction with the consolidated financial
statements of the Company, reflect this accounting treatment.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Summary Financial Data Adjusted for U.S. GAAP

(U.S. Dollars in thousands except per share amounts)
Years ended December 31

|                               |  |      |         |      |  |      |         |      |  |   |         |   |  |   |         |  
|------------------------------ |  | ---- | ------- | ---- |  | ---- | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|US$ (000s) except as indicated |  | 2001 |         | 2000 |  | 1999 |         | 1998
|                               |  |      |         |      |  |      |         |     
|Revenues                       |  |      |        |      |  |      | 199.6   |      |  |   | 331.9   |   |  |   | 272.2   |  
|Cash                           |  |      | 1933.0  |      |  |      | 3361.5  |      |  |   | 5466.2  |   |  |   | 1046.8  |  
|Working Capital                |  |      | 1670.8  |      |  |      | 3178.4  |      |  |   | 4916.9  |   |  |   | 514.7   |  
|Total Assets                   |  |      | 2038.0  |      |  |      | 3553.9  |      |  |   | 6148.0  |   |  |   | 5834.3  |  
|Income (Loss)                  |  |      | (1566.1 | )    |  |      | (2087.6 | )    |  |   | (1322.2 | ) |  |   | (1346.0 | )
|Income (Loss) per share        |  | $    | (0.06   | )    |  | $    | (0.08   | )    |  | $ | (0.06   | ) |  | $ | (0.07   | )

Currency and Exchange Rates

In this Annual Report, unless otherwise specified, all dollar amounts are
expressed in U.S. Dollars. The Government of Canada permits a floating
exchange rate to determine the value of the Canadian Dollar (CDN$) against the
U.S. Dollar (US$).



|(a) |  | On October 25, 2002, the exchange rate was $0.6380 U.S. equals $1.00
Canadian.                               
|--- |  | -------------------------------------------------------------------------------------------------------------
|   
|(b) |  | The following table sets forth the high and low exchange rates for each
month during the previous six months.

|      |  |          |        |        |  |         |        |         |  |        |        |         |  |  |        |  |  |  |        |  |  |  |        | 
|----- |  | -------- | ------ | ------ |  | ------- | ------ | ------- |  | ------ | ------ | ------- |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|Month |  | April/02 |        | May/02 |  | June/02 |        | July/02 |  | Aug/02 |        | Sept/02
|      |  |          |        |        |  |         |        |         |  |        |        |        
|High  |  |          | 0.6312 |        |  |         | 0.6439 |         |  |        | 0.6515 |         |  |  | 0.6446 |  |  |  | 0.6359 |  |  |  | 0.6333 | 
|Low   |  |          | 0.6332 |        |  |         | 0.6464 |         |  |        | 0.6546 |         |  |  | 0.6490 |  |  |  | 0.6397 |  |  |  | 0.6364 | 



|(c) |  | The following table sets forth the average exchange rates for each of the
five most recent financial years ended December 31st, calculated by using the
average of the exchange rates on the last day of each month during the period.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Canadian Dollar/ U.S. DollarYear Ended December 31

|                           |  |      |        |      |  |      |        |      |  |      |        |  |  |  |        |  |  |  |        | 
|-------------------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ |  |  |  | ------ |  |  |  | ------ | 
|                           |  | 2001 |        | 2000 |  | 1999 |        | 1998 |  | 1997
|                           |  |      |        |      |  |      |        |      |  |     
|Average rate
during period |  |      | 0.6461 |      |  |      | 0.6761 |      |  |      | 0.6729 |  |  |  | 0.6740 |  |  |  | 0.7197 | 

B. Capitalization and Indebtedness

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.

C. Reasons for the Offer and Use of Proceeds

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.

D. Risk Factors

Risk Posed by Continued Losses
Lack of Cash Flow and Requirements for New Capital

The Companys current operations do not generate any positive cash flow and it
is not anticipated that any positive cash flow will be generated for some time.

The Company has limited financial resources. Leases and licenses that the
Company holds and joint venture agreements to which the Company is a party
impose possible financial expenditures on the Company. The most material of
these possible expenditures occurs in the event that the Company elects to
participate along with Normandy LaSource in further exploration and development
of the Ntotoroso property. Failure to equally participate in such expenditures
would result in a dilution in the Companys interest in the property.

Further exploration and possible development of the various mineral properties
in which the Company holds interests depends upon the Companys ability to
obtain financing through the joint venturing of projects, debt financing,
equity financing or other means. There can be no assurance that additional
funding will be available to allow the Company to fulfill such obligations.

The location of the mineral properties in which the Company holds interests in
developing countries may make it more difficult, or impossible, for the Company
to obtain debt financing from senior lenders. Failure to obtain necessary
financing on a timely basis could cause the Company to forfeit all or parts of
its interests in some or all of its properties or joint ventures and reduce or
terminate its operations.

Lack of Operating History

The Company was materially changed by the RTO Transaction completed in December
1998 and Moydow (Isle of Man) has been conducting operations only since 1994.
The Company has no
current source of revenue and its success ultimately depends on its ability to
generate profits from its properties. The Company currently has no producing
properties. The Company is largely dependent on successful exploration and its
ability to complete financing for its projects. The possible commercial
development and production at the Ntotoroso property is its most advanced
exploration project, with a feasibility study completed in March 2001.

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Exploration Risks

Exploration for gold is speculative in nature, involves many risks and is
frequently unsuccessful. Any gold exploration program entails risks relating
to the location of economic ore bodies, development of appropriate
metallurgical processes, receipt of necessary governmental approvals and
construction of mining and processing facilities at any site chosen for mining.
The commercial viability of a mineral deposit is dependent on a number of
factors including the price of gold, exchange rates, the particular attributes
of the deposit, such as its size, grade and proximity to infrastructure, as
well as other factors including financing costs, taxation, royalties, land
tenure, land use, water use, power use, importing and exporting gold and
environmental protection. The effect of these factors cannot be accurately
predicted.

The Company is exploring its minerals properties and as at December 31, 2001
had not determined the existence of economically recoverable reserves with the
exception of the Ntotoroso project which has been the subject of a feasibility
study. There can be no assurance that the current or proposed exploration or
possible development programs on properties in which the Company has an
interest will result in the discovery of gold mineralization or will result in
a profitable commercial mining operation.

Political and Regulatory Risks

The Company is conducting exploration activities in the West African country of
Ghana. Ghana had its first democratic election in 1992, followed by further
elections in 1996 and in 2001. There is no assurance that future political and
economic conditions in Ghana will not change or that the government may adopt
less supportive policies respecting foreign development and ownership of
mineral property.

Changes in government policy may result in changes to laws affecting ownership
of assets, mining policies, monetary policies, taxation, rates of exchange,
environmental regulations, labor relations, repatriation of income and return
of capital. This may affect both the Companys ability to undertake
exploration and development activities in respect of present and future
properties in the manner currently contemplated, as well as its ability to
continue to explore and possible develop/operate those properties in which it
has an interest or in respect of which it has obtained exploration rights to
date. The possibility that future governments of these and other countries may
adopt substantially different policies, which might extend to expropriation of
assets, cannot be ruled out.

Environmental Risks

Environmental legislation is evolving in a manner which will require stricter
standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects and a heightened
degree of responsibility for companies and their officers, directors and
employees. There can be no assurance that future changes to
environmental regulation, if any, will not adversely affect the Companys
operations. Environmental hazards may exist on the properties in which the
Company holds interests that have been caused by previous or existing owners or
operators.

Compliance with environmental, reclamation, closure and other requirements may
involve significant costs and other liabilities. The EPA has broad powers
under environmental assessment legislation to suspend, cancel or revoke an
environmental permit or certificate in cases of non compliance with laws,
permits, certificates and mitigation commitments in an EIA or environmental
management plan. The EPA also may suspend a permit or certificate in the

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event
of an occurrence of fundamental changes in the environment due to natural
causes before or during the implementation of an undertaking.

Regulatory, Environmental and Other Risk Factors

The Company intends to fulfill all statutory commitments on its current
licenses over the next year and to apply for license renewals in the normal
course of business.

The Companys operating income and cash flow are also affected by changes in
the U.S./Canadian dollar exchange rate together with movement in the local
currency in Ghana, the Cedi, as a portion of the Companys costs are incurred
in these currencies.

The profitability of any gold mining operation will be significantly affected
by changes in the market price of gold. Gold prices fluctuate on a daily basis
and are affected by numerous factors such as world supply of gold, central bank
selling, stability of exchange rates, forward sales and inflationary forces,
among other factors beyond the Companys control.

In addition, exploration companies are subject to various laws and regulations
including but not limited to environmental, health and safety matters together
with political risks that are outside the Companys control. The Company is
committed to a program of environmental protection at all of its projects and
exploration sites.

Calculation of Reserves and Metal Recovery

There is a degree of uncertainty attributable to the calculation of reserves,
mineralized material, and corresponding grades being dedicated to future
production. Until reserves or mineralized material are actually mined and
processed, the quantity of reserves or mineralized material and grades must be
considered as estimates only. In addition, the quantity of reserves or
mineralized material may vary depending on metal prices. Any material change
in the quantity of reserves, ore grade or stripping ratio may affect the
economic viability of the Companys properties. In addition, there can be no
assurance that mineral recoveries in small-scale laboratory tests will be
duplicated in large tests under on-site conditions or during production.

Dependence on Key Personnel

The Company is dependent on a relatively small number of key personnel the loss
of any one of whom could have an adverse effect on the Company. In addition,
while certain of the Companys officers and directors have experience in the
exploration and operation of gold producing properties, the Company will remain
dependent upon contractors and third parties in the performance of its
exploration and possible development activities. As such there can be no
guarantee that such contractors and third parties will be available to carry
out such activities on behalf of the Company or be available upon commercially
acceptable terms.

Title Matters

No assurance can be given that the Ghanaian government will not significantly
alter the conditions of or revoke the applicable exploration or mining
authorizations or that such exploration and mining authorizations will not be
challenged or impugned by third parties. In addition, there can be no
assurance that the properties in which the Company has an interest are not
subject to prior unregistered agreements, transfers or claims and title may be
affected by undetected defects.

The Ghana mining law entitles the Republic of Ghana to a free 10% carried
equity interest in all mineral properties in Ghana. Pursuant to the Ghana
Mining Law, the Republic of Ghana also has an option to acquire, on terms as
shall be agreed upon between the holder of the mining lease and

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the government
of Ghana or, failing such agreement, as determined by arbitration, an
additional 20% interest in any mineral properties. To the knowledge of the
Company, this purchase option has never been exercised. There can be no
assurance that the government of Ghana will not decide to exercise this right
in the future or that the price at which such option would be exercised would
reflect the then current value of the property concerned.

Repatriation of Capital and Distribution of Earnings

Currently there are no significant restrictions on the repatriation of capital
and distribution of earnings from Ghana to foreign entities. There can be no
assurance, however, that restrictions on repatriation of capital or
distributions of earnings from Ghana will not be imposed in the future.

Tax

Amendments to current taxation laws and regulations that alter tax rates and/or
capital allowances could have a material adverse impact on the Company. The
Company has a number of subsidiaries and related companies that operate in a
number of different tax jurisdictions. At present, profits from the Company
would most likely be generated in Ghana and will be susceptible to taxation in
that jurisdiction, as well as the Isle of Man and Canada.

Legal Proceedings

To the best of the knowledge of management and the Directors of the Company,
the Company knows of no material, active or pending, legal proceedings against
them, nor is the Company involved as a plaintiff in any material proceeding or
pending litigation.

To the best of the knowledge of management and the Directors of the Company,
the Company knows of no active or pending proceedings against anyone that might
materially adversely affect an interest of the Company.




ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the
Company

Moydow Mines International Inc. (the Company) was incorporated under the laws
of the province of Alberta, Canada, by certificate of incorporation issued
December 12, 1972, continued under the laws of the province of British Columbia
on January 16, 1981 by certificate of incorporation and continued under the
laws of the province of Ontario by articles of continuance effective on
December 9, 1998. The Companys head office is located at 20 Toronto Street,
12th Floor, Toronto, Ontario, M5C 2B8 and its registered office is located at
BCE Place, Canada Trust
Tower, Suite 3900, 161 Bay Street, Toronto, Ontario, M5J 2S1. The Company also
has offices in Dublin, Ireland and Accra, Ghana. The Companys outstanding
common shares trade on the Toronto Stock Exchange under the symbol
MOY.

Moydow Mines International Inc., its subsidiaries, and associated companies are
collectively referred to as the Company. Its principal business is the
acquisition, exploration and development (when warranted) of mineral
properties, primarily gold in Ghana, West Africa. Its principal property is
the Ntotoroso Property. The Company also has interests in the Kanyankaw
Property and other properties in Ghana, properties in Mali and properties in
North America, in Nevada and Newfoundland.

During December 1998, the Company consolidated its outstanding common shares on
a 12 old for 1 new basis in connection with a business combination (refer to
Background and Organization). References to numbers of common shares and/or
to per share data refer to post-consolidation shares unless otherwise
indicated.

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The Company has an unlimited number of no par value common shares authorized.
At 12/31/2001, the end of the Companys most recent fiscal year, there were
27,026,514 common shares issued and outstanding.

All of the Companys properties are in the exploration stage and there is no
assurance that a commercially-viable mineral deposit exists on any of its
exploration-stage properties, and further exploration of these properties will
be required before a final evaluation as to the economic and legal feasibility
is determined. A feasibility study has been completed regarding the Companys
Ntotoroso Property.

Background and Organization

The Company was incorporated under the laws of the province of Alberta, Canada,
by certificate of incorporation issued 12/12/1972 under the name  Westley
Mines Limited. The name was changed to Westley Technologies Ltd. on
10/8/1992, to Westley Mines International Inc. on 4/17/1997, and to Moydow
Mines International Inc. on 12/9/1998.

On 12/9/1998 the Company completed the acquisition (the RTO Transaction) of
all of the outstanding shares and warrants of Moydow Limited (Isle of Man)
[Moydow (Isle of Man)] in consideration for shares and warrants of the
Company and commenced its current business activities. In accordance with the
terms of the RTO Transaction with Westley Mines, the shareholders of Moydow
(Isle of Man) owned the preponderance of the common shares of the combined
company, the name of the Company was changed from Westley Mines International
Inc. to its present name, the management of Moydow (Isle of Man) took over
management of the Company, and the common shares of the Westley Mines were
consolidated, preceding the RTO, on a 1-for-12 basis.

The exchange ratio of 140 new Moydow Mines International Inc. shares were
issued for each outstanding share of Moydow (Isle of Man) with the result that
on completion of the transaction there were a total of 21,817,215 shares
outstanding of which the previous Westley Mines International Inc. shareholders
held about 7%. Immediately prior to the closing, Moydow (Isle of Man) closed a
CDN$2 million financing at an effective price of CDN$0.96 per share of Moydow
Mines International Inc.

Corporate Development

The Chairman of the Board of the Company, Noel Kiernan, has over 20 years of
experience in West Africa and is the Ghanaian Honourary Consul to Ireland. Mr.
Kiernan was the original applicant for the property now known as the Teberebie
gold mine located in Ghana and, as managing director of the project, brought
the mine through feasibility and into production. The Teberebie gold mine has
produced over one million ounces of gold since it commenced production in the
early 1990s and is now owned and operated by Ashanti Goldfields Co. Ltd. Noel
Kiernan is also the Chairman of Pontil Minerex Limited, a drilling company
which is active in West Africa and from time to time provides drilling and
other services to the Moydow Group.

In March 1989, Noel Kiernan formed Moydow (Ghana) to acquire the Kanyankaw
property, which was subsequently the subject of an agreement with Glencar.
Brian Kiernan joined the management of the Moydow Group in 1993, as Chief
Executive Officer of Moydow (Isle of Man), and Joseph Breen joined as Chief
Operating Officer of Moydow (Isle of Man) in 1996 after three years of
consulting for Moydow (Isle of Man).

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Moydow (Isle of Man) began operations in June 1994 with the acquisition of a
42% interest in Wassa Holdings, which held a 90% interest in Satellite, which
held a 100% interest in the Wassa Property. Over the next three years, Moydow
(Isle of Man)s interest in Wassa Holdings was diluted to 34%; the remaining
66% of Wassa Holdings was held by Antubia, a subsidiary of Glencar. Satellite
holds a 30-year gold mining lease for the Wassa Property, which expires in the
year 2022. In September 2002, Golden Star Resources Ltd. completed the
acquisition of a 90% beneficial interest in the Wassa gold mine.

Moydow (Isle of Man)s interest in the Ntotoroso Property was obtained in
September 1996 with the acquisition of Moydow (Ghana) from Noel Kiernan, then
Chairman of the Company. Moydow (Ghana) held the property indirectly through
its 60% ownership of Rank. Pursuant to an October 1997 agreement, Normandy
LaSource, a subsidiary of Normandy Mining Limited, held 40% through their
commitment to fund $2.5 million of exploration expenditures by June 30, 1999,
which was achieved. Normandy LaSource increased its ownership through its $4
million funding of further exploration expenditures and holds a 50% beneficial
interest in Rank. In early 2002, Newmont Mining Corporation acquired Normandy
Mining Limited.

Moydow (Isle of Man)s 50% interest in the Kanyankaw prospecting license was
obtained in September 1996 with the acquisition of Moydow (Ghana) from Noel
Kiernan, a related party. Moydow (Ghana) held the license as a joint venture
with Antubia. Currently, the partners have agreed to split the property into
two parcels and application for the property split was approved by the Ghanaian
Minerals Commission.

B. Business Overview

The Company is engaged primarily in the acquisition and exploration of mineral
properties, principally gold. The Company has focused its exploration efforts
in West Africa and, in particular, the historical gold producing regions of
Ghana (formerly the Gold Coast). The property portfolio currently includes
interests in properties in Ghana  Ntotoroso and Kanyankaw. The Company has a
50% interest in the Ntotoroso Property and considers this its primary focus;
the property is in the exploration stage with a feasibility study completed in
March 2001. The
Company has a 50% interest in the Kanyankaw Property. In addition, the Company
has property interests in Mali, West Africa; Newfoundland, Canada and Nevada,
U.S.A.

Mining in West Africa

West Africa has a long history of mineral production that dates back to the
10th century A.D. and possibly as early as the 5th century B.C. A significant
gold trade began with overland transportation to North Africa and the Middle
East in the 12th and 13th centuries. As European economies grew and the great
marine explorers of the 15th century took to the seas, French, Dutch, English
and Portuguese merchants launched aggressive trading activities between Europe
and West Africa. Gold was the most valuable commodity in this lucrative trade.

In the 18th and 19th centuries, the region was colonized and the Gold Coast
was carved into dependencies of Portugal, England, and France. France
colonized most of the region covering Senegal, Guinea, Cote dIvoire, Mali,
Dahomey and Niger. England became the protector of Sierra Leone, Ghana, Upper
Volta and Nigeria. The early history of Ghana and Mali is somewhat entwined
because the tribes of this region were nomadic. Ghana appears to have been the
principal source of West African gold and Mali a subsidiary source and main
route for gold that found its way to North America, Europe and the Middle East
in the 13th and 14th centuries.

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The first record of gold from the region is
connected with an account that Emperor Cainca Moussa brought four tons of gold
to Mecca on a pilgrimage in 1433.

Mineral Rights in Ghana

Under the constitution and the mining laws of Ghana, all minerals in Ghana in
their natural state are the property of the state and title to them is vested
in the President on behalf of and in trust for the people of Ghana, with rights
of prospecting, recovery and associated land usage granted by the state under
licenses or leases. Three types of tenure are granted as a company progresses
through the reconnaissance, exploration, development and production phases: a
reconnaissance license, a prospecting license and a mining lease. In addition,
a license is required for the export or disposal of minerals and the government
has a pre-emptive right over all minerals produced. Activities such as the
diversion of water require separate licenses or consents. A rental fee is
payable to the government in respect of licenses and leases.

A reconnaissance license permits the holder to carry out geophysical,
geochemical and photo-geological surveys, but not drilling, excavation or
subsurface activities. They are granted for a period of up to twelve months
and may be renewed, provided the renewal application is made at least three
months prior to the expiration of the license and the government determines
that the renewal is in the public interest. While a reconnaissance license is
not necessary in order to secure a prospecting license, it does grant the
holder with the exclusive right to obtain a prospecting license in respect of
the lands/minerals.

A prospecting license permits the holder to carry out both reconnaissance work
and surface excavation and drilling work, including trenching. Prospecting
licenses are granted for a period of up to three years and may be renewed for
additional periods of two years, provided the renewal application is made at
least three months prior to the expiration of the license and the government
determines that the renewal is in the public interest. Upon the renewal of a
prospecting license, the area covered by the initial license may be reduced by
one-half of the area
covered by the previous license. The license holder is able to select the
areas to be eliminated upon renewal. If a license holder fails to expend any
monies that the holder designated in its program for exploration under the
prospecting license, then such non-expended monies will become a debt due to
the Republic of Ghana.

A mining lease grants rights to take all reasonable measures on or under the
surface to mine the mineral to which the mining lease relates, to erect
necessary equipment, plant and buildings, to prospect within the mining area
and to stack or dump mineral waste in an approved manner. A mining lease may
only be obtained by the holder of a prospecting license who has given notice to
the government that a mineral covered by the terms of the license exists in
commercial quantities, provided the proposed development plan ensures that
mining operations will be carried on in an efficient and environmentally safe
manner. The application for the mining lease must be made within three months
of such notice. A mining lease may also be obtained on request by persons who
do not hold a relevant prospecting license over an area, but such grants are
discretionary.

A mining lease normally is valid for 30 years although the Ghanaian Government
may, where it considers that it is in the national interest to exceed this time
limit, direct that the grant of a mining lease exceed 30 years. A mining lease
may be renewed for an additional period of 30 years provided that the renewal
application is made no later than one year before expiry of the initial lease.
Persons proposing to undertake the mining and processing of minerals are
required to register the undertaking with the EPA and obtain an environmental
permit prior to commencing this undertaking. Additionally, no person may
commence activities in respect of

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the undertaking which, in the opinion of the
EPA, has, or is likely to have an adverse effect on the environment or public
health unless, prior to the commencement, the undertaking has been registered
with the EPA and an environmental permit has been issued by the EPA in respect
of the undertaking. An EIA is required to be submitted to the EPA prior to
issuance by the EPA of any environmental permit where the undertaking is the
mining and processing of minerals in areas where the mining lease covers a
total area in excess of 10 hectares. The grant of a mining lease takes place
upon approval of the EIA. A holder of a mining lease is obliged to commence
commercial production on the date specified in a program which it has submitted
to the government and to develop/mine the mineral in accordance with such
programs.

The EPA is required to hold a public hearing in respect of an application for
an environmental permit where there is material adverse public reaction to the
commencement of the proposed undertaking, where the undertaking will involve
dislocation, relocation or resettlement of communities, or where the
undertaking could have extensive and far reaching effects on the environment.
Where an EIA is ultimately found to be acceptable to the EPA, the environmental
permit will be required to be issued to the applicant. The permit is valid for
18 months from the date of issuance. Failure to commence operations of the
undertaking within that time renders the permit invalid and the applicant is
required to resubmit an application to the EPA and provide reasons for the new
application.

After commencement of mining operations, the applicant is required to apply for
an environmental certificate that may be issued subject to terms and
conditions. A certificate may not be issued by the EPA until the person
responsible for the certificate application has submitted to the EPA evidence
or confirmation of actual commencement of operations, acquisition of other
permits and approvals where required and compliance with mitigation commitments
indicated in the EIA or preliminary environmental report.

A mineral right or interest may not be transferred, assigned or otherwise dealt
with in any other manner without the Minister of Energy and Mines prior
written approval. Also, a company holding, directly or indirectly, a mining
lease in Ghana must obtain the written consent of the Minister of Energy and
Mines before it undertakes any action which would result in a change of control
of such holder. The Ghanaian government must be advised of all changes in
significant shareholders of such a company, as well, which refers to
shareholders holding 5% or more of the voting rights thereof.

The Minister of Energy and Mines has the power to negotiate, grant, revoke,
suspend or renew any mineral right, subject to a power of disallowance
exercisable within 30 days of such grant, revocation, suspension or renewal by
the cabinet. The powers of the Ministry of Energy and Mines are to be
exercised on the advice of the Minerals Commission, which is responsible for
regulating and managing the utilization of mineral material and coordinating
policies relating to them. The grant of a mining lease by the Ministry of
Energy and Mines is subject to parliamentary ratification.

The Ghanaian government holds, as of right and without payment of any
compensation, a 10% interest in all mineral rights in Ghana. The government
has the option to acquire a further 20% interest where any mineral is
discovered in commercial quantities on terms agreed between the government and
the holder of the mining lease or, failing such agreement, on terms established
through arbitration. The government normally secures its 10% interest upon the
grant of a mining lease through a special class of shares in the company
holding the lease, which are typically non-assessable shares entitling the
holder to 10% of any dividends distributed by the holder. The Ghanaian
government is also entitled to a royalty of 3% to 12% of mineral
sales

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after
direct expenses. Companies are required to make a payment on account of every
quarter based on a 3% rate. At the end of each year, companies are required to
compute the actual royalty due on the basis of the profitability of the mine
and to make any further payment that may arise from the computation. The
specific royalty rate is determined by discussion with the Minister of Mines at
the time of commencement of feasibility studies and commencement of production.

Furthermore, the government may, if it so desires, acquire a special share in
a company holding, directly or indirectly, a mining lease in Ghana, which would
result in such company having to obtain the governments approval for: any
amendment to the regulations of the company that would have the effect of
making a person control of the company; the voluntary liquidation of the
company; or the disposal of any mining lease or the whole or a material part of
the companys assets. Control is considered a person who either directly or
indirectly directs the affairs of the mining company or controls at least 20%
of the voting power of the company, either alone or with an associate or
associates. The issuance of a special share may, at the governments option,
be for no consideration or at such consideration as the government and the
mining company may agree.

C. Organizational Structure

The following diagram sets forth the relationship of the Company including its
material subsidiaries and associated companies (the Company together with such
subsidiaries and associated companies is collectively referred to herein as the
Moydow Group), including their
jurisdictions of incorporation, and the percentage interests of the Moydow
Group in its current material mineral properties:

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CHART

D. Property, Plant and Equipment

Ntotoroso Property

The Company hold a 50% joint venture interest in Rank. Rank holds a 30-year
mining lease, valid until the year 2031, on the Ntotoroso property in the
Yamfo-Sefwi gold belt in Ghana. As with the granting of all mineral rights,
the government of Ghana is entitled to a free 10% carried interest in the
Ntotoroso prospecting license pursuant to the Ghana mining law, which
eventually may be secured by the issuance of shares in Rank. Refer to Figures
1. and 2.

Moydow (Isle of Man)s interest in the Ntotoroso Prospecting License was
obtained in September 1996 with the acquisition of Moydow (Ghana) from a
related party, Noel Kiernan. At the time Mr. Kiernan was an Officer and
Director and the controlling shareholder of Moydow (Isle of Man). Compensation
for the acquisition of Moydow (Ghana) was $1.

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Moydow (Ghana) held the property indirectly through its majority ownership of
Rank. When acquired by Moydow (Isle of Man), Moydow (Ghana) held a 60%
ownership of Rank and Amegashie & Partners Limited (Amegashie) held the other
40%.

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Figure No. 1
Ghana Property Location Map

MAP

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Figure No. 2
Ntotoroso Property Map

MAP

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Normandy LaSource, a subsidiary of Normandy Mining Limited, acquired the 40%
held by Amegashie pursuant to an agreement dated October 22,1997 (as amended
November 5, 1997)
(the Rank Farm-In Shareholders Agreement) whereby Normandy LaSource committed
to fund $2.5 million of exploration expenditures by June 30, 1999.
Simultaneously, Normandy LaSource invested $1,000,000 into the purchase of
8,000 common shares (about 6% at the time) of Moydow (Isle of Man).

Normandy LaSource increased its ownership in Rank through funding further
exploration expenditures and completed a total of $6.5 million in exploration
expenditures. Normandy LaSource now holds a 50% beneficial interest in Rank.
As of December 31, 2001, Normandy LaSource had funded approximately $6.8
million. In early 2002, Newmont Mining Corporation acquired Normandy Mining
Limited.

Expenditure History

Since 1997, expenditures by the Company on the Ntotoroso Property have been
modest because Normandy LaSource has funded the majority of the exploration
expenditures. In the latter part of 2000, Moydow Ghana started funding its
equal share of costs principally associated with the feasibility study. Moydow
Ghana has spent about $2.4 million on the property since acquisition.

Exploration Results

Exploration has identified three main zones of gold mineralization, with the
most promising being Zone E located at the west central corner of the property.
Ten drill programs have been undertaken and a total of 440 drill holes have
been completed on the property with 156 holes being completed in Zone E. As
part of the feasibility study, some geotechnical drilling was completed.

Rank Development and Production Agreement

Effective July 24, 2000, a Development and Production Agreement (the
Development and Production Agreement) was executed between the Company,
Normandy LaSource, Rank, and Ghanaian subsidiaries of the Company and Normandy
LaSource. The Development and Production Agreement sets forth the terms upon
which, subject to successful completion of feasibility studies, the Company and
Normandy will participate in the development and mining of Zones E, A and C on
Ranks Ntotoroso property. It also would enable the Company to participate in
the processing plant on the adjacent Normandy property to process ore mined
from both the Rank-held Ntotoroso property and the Normandy wholly-owned
ground. The Development and Production Agreement provides for studies to
consider enlarging the Normandy processing plant to 5,000,000 tonnes per annum
in order to accommodate ore from the deposits on Ranks Ntotoroso property.
Under the agreement Normandy has given Rank the option to participate in the
ownership of the processing plant. This option entitles Rank to acquire an
ownership interest equal to its proportionate share of the combined initial
reserves as reported in the integrated feasibility studies. Should the Company
not elect to exercise the Rank option, Rank would pay its share of allocated
capital charges to Normandy through an annual capital allocation charge based
on its share of mill throughput. Normandy and the Company have agreed to
jointly seek debt financing for both the processing plant and Rank mining plant
costs. The Company shall continue as operator of the exploration programs on
other zones identified on the Ntotoroso property and this exploration is to be
funded by the Company and Normandy LaSource. The Development and Production
Agreement provides for Normandy to become operator of the mining activities.
The agreement had been extended to December 1, 2002 and has now lapsed by
mutual consent. The joint venture will continue to function under the original
Rank Farm-In Shareholders Agreement.

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Feasibility Study

A detailed feasibility study was completed in March 2001. The study was
prepared by Lycopodium Pty. Ltd. of Perth, Australia and is based on a gold
price of US$270 per ounce and on proven and probable reserves of 14 million
tonnes grading 2.36 grams of gold per tonne. On the basis of mining 1.5
million tonnes of ore per year, production during the first five years is
estimated to average 120,000 ounces of gold at a cash cost per ounce of US$184.
Rank has the right to use up to 25% of the processing plant. If Rank
participates in the plant, the total capital cost for Rank, including mine
capital, is expected to be approximately $33 million.

Of the pits included in the feasibility study, two lie within the Ntotoroso
Zone E resource. One of the Yamfo-Sefwi pits (Kenyase East) extends into the
Ntotoroso Zone A resource, and an additional small pit is located to the north
of the Kenyase East extension. The Yamfo-Sefwi and Ntotoroso projects are
expected to be mined together with one mining contractor mining all pits. The
Yamfo-Sefwi mining staff will provide technical input and supervision. The
pits will be mined using conventional open pit mining techniques.

Snowden Mining industry Consultants Inc. is the qualified person responsible
for the resource estimates for Zones E and A gold deposits as part of the
Ntotoroso feasibility study prepared by Lycopodium Pty. Ltd. The mineral
resource and mineral reserve estimates conform to definitions adopted by the
Canadian Institute of Mining, Metallurgy and Petroleum.

Location, Size and Access

The Ntotoroso Property is located in central west Ghana approximately 30
kilometres south of Sunyani and comprises 72 square kilometres. Travel time
from the capital, Accra, is about five hours and all but the last five
kilometres to the Companys base at Kenyase is by good asphalt road. The
remaining five kilometres is via a well-maintained dirt road.

Geology and Mineralization

The Ntotoroso Property is located on the Yamfo-Sefwi gold belt, a well-defined
zone of many gold occurrences trending 20 to 30 degrees east of north and
stretching northwards from the Ghanaian border with Cote dIvoire for a
distance of about 200 kilometres. Intruded along this trend are a series of
hornblende granodiorites that preferentially exploit a major regional break
separating Lower Birimian sediments from Upper Birimian volcanics. This major
break has been mapped for a strike length of 6.4 kilometres in the northern
part of the license and for an additional 6.4 kilometres in the southern part
and marks the contact between Birimian metasediments to the west and a complex
of multiphase granodiorite intrusions to the east.

Among the numerous major gold occurrences located along this structure is the
Centenary (Yamfo) deposit owned by Normandy LaSource lying some 35 kilometres
northeast of the Companys Ntotoroso Property. Normandy LaSource have
indicated further significant mineralization on this structure at Kenyase, on
the western border of the Ntotoroso Property, and at Subenso to the northeast.
Lying within the property are three segments of the granodiorite-metasediment
contact cumulatively estimated to cover approximately 13.1 kilometres of strike
length  6.6 kilometres in the north and 6.5 kilometres in the south.

Prior Exploration Activities

Archival data for the Ntotoroso Property is extremely scarce and is limited to
the general observation that occurrences of gold have been known in this area
for some time. The previous owner, Amegashie, states that a stream sediment
survey recorded anomalous gold values at seven different localities.

Current and Future Development and Exploration

In April 2002, following public hearings, the Ghanaian Environmental Protection
Agency granted approval for the development of a mine at Yamfo-Sefwi and
Ntotoroso. Progress has

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continued at Ntotoroso, although at a reduced level.
This has been due to several factors, not the least of which was the
uncertainty surrounding Normandy Mining Limited. Now that Newmont Mining
Corporation has acquired Normandy Mining Limited and Franco-Nevada Mining
Corporation Limited, the Company expects that a final production decision for
Ntotoroso and the adjoining Yamfo-Sefwi will be made in the near future.

During 2001 a regolith study was completed at Ntotoroso. This study, which
included a re-interpretation of the soil geochemistry has generated 15
anomalous zones. These potential new targets on the property will be followed
up in 2002 by in-fill soil sampling and subsurface geochemistry. A program has
also been proposed to test the depth potential of Zone E. Deeper drilling in
2000 confirmed the existence of a high-grade core to Zone E which is open to
depth. Two holes, about 200 metres apart, have intersected this deeper
mineralization which lies about 200 metres below the currently outlined pit
limits. The holes returned assays of 9.7 grams of gold per tonne over a true
width of 13 metres and 7.7 grams of gold per tonne over a true width of 6
metres, respectively.

Kanyankaw Property

Moydow (Isle of Man)s interest in the Kanyankaw Prospecting License was
obtained in September 1996 with the acquisition of Moydow (Ghana) from a
related party, Noel Kiernan. At the time Mr. Kiernan was an Officer and
Director and the controlling shareholder of Moydow (Isle of Man). Refer to
Figure 3.

Moydow (Ghana) was granted the first license in April 1992. Subsequently, a
joint venture was established between Antubia, a subsidiary of Glencar, and
Moydow Ghana pursuant to an agreement dated November 6, 1992 (amended March 17,
1994 and June 20, 1995) (Kanyankaw 1992 Agreement). The agreement granted
Glencar (or its nominee) an option to earn a 50% interest in the license in
return for funding $150,000 of reverse circulation drilling and then
contributing a further $300,000 in exploration expenditures.

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Figure No. 3
Kanyankaw Property Map

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MAP

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Antubia was deemed to have completed the exercise of the option in 1995 when
each party was deemed to have advanced $480,000 to the joint venture. Since
1995, the joint venture agreement provides for the funding of work through pro
rata contributions to work plans in accordance with each parties respective
interests in the joint venture.

The original prospecting license was obtained in January 1996. The renewal
application to extend the license to March 2003 has been approved by the
Minerals Commission.

Glencar, Antubia, Moydow Ghana and the Company entered into an additional
agreement dated January 25, 2000 which contemplates the parties making an
application to the Ghanaian government for a split of the property into two
licenses (the Kanyankaw 2000 Agreement). Pursuant to the Kanyankaw 2000
Agreement, Moydow Ghana would hold the license for the eastern half which
contains the old gold workings at Kanyankaw (the Kanyankaw East Property) and
Antubia would hold the license to the western half which contains the old
workings at Asheba (the Kanyankaw West Property). Application for the
property split was approved by the Ghanaian Minerals Commission. Pursuant to
the agreement, each party has the right to back-in and acquire an interest in
the other partys property (40% in the case of the Kanyankaw East Property and
44% in the case of the Kanyankaw West property). In order to exercise a
back-in right, the option holder must have performed a minimum of 5000 metres
of drilling on the option holders property. The payment is calculated by
multiplying the number of metres of drilling completed by the option issuer by
a figure ranging between $50 and $100 (depending on the overall number of drill
holes completed by the option issuer).

Location, Size and Access

The Kanyankaw Property is located in south central Ghana approximately 50
kilometres north of the seaport of Takoradi. The license area is 91 square
kilometres. Travel time from Accra to the property is about four hours via a
good network of asphalt roads. The main road from Takoradi to the gold mines
of Teberebie and Tarkwa, located approximately 30 kilometres to the north,
traverses the license area.

Geology and Mineralization

The license area is underlain chiefly by Upper Birimian greenstones and
intruded by small stocks and dykes of hornblende granodiorite. Slicing through
the rock pile is a series of NNE-trending fractures with associated minor
splays; all recorded past production has come from the minor splays and only
minimal exploration has been conducted over the major lineaments that
characteristically occupy the low ground in fault-controlled valleys. Where
these major lineaments cross slightly more elevated terrain their trace is
coincident with a trail of sericitically altered, granodiorite dykes which show
patchy gold-bearing, quartz stockworks.

Prior Exploration Activities

Placer mining has been a continuous occupation of the local population for well
over 100 years and is still in evidence today. In the early part of this
century, several small companies worked a number of high-grade, quartz reefs in
the southern parts of the current license area. It has been reported that
these companies recovered approximately 20,000 ounces of gold from an array of
stamp mills. A drilling program on the Kanyankaw West Property by Moydow Ghana
in 1992 tested several geochemical anomalies and returned mineralized
intersections from a number of drill holes, the most significant being from a
hole in the southwest part of the license area which averaged 1.5 g/t gold over
40 meters.

Pursuant to an option agreement (the Cyprus Agreement) dated 2/6/1996 among
Antubia, Moydow Ghana and Cyprus Exploration and Development Corporation
(Cyprus), Cyprus commenced a diamond-drilling program in September 1996
pursuant to which Cyprus drilled 13 holes on the Kanyankaw West Property for a
total of 2,000 meters. High-grade intersections

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were identified in altered
metavolcanics, but Cyprus terminated its option to earn an interest in the
Kanyankaw Property in January 1997. Cyprus incurred approximately $750,000
during the currency of the Cyprus Agreement. During 1996, Moydow Ghana also
expended $33,449 on the property.

Current and Future Exploration

A landform and regolith study completed in 2001 on the property has generated
nine new targets which warrant further testing. During 2001 there was a
significant increase in the number of illegal artisanal miners. A new
exploration program will be undertaken in 2002-2003.

Other Properties

The Company has an ongoing process of new project review and evaluation of
worldwide mineral properties. During 2000 and 2001 it carried out
reconnaissance and review of several properties located in Ghana and elsewhere,
including Nevada. Expenditures on geological reconnaissance and reviews are
written off as it occurs unless the property is staked or acquired.
Applications have been approved for two new license areas in Ghana along the
Yamfo-Sefwi belt and payments have been made related to these applications.
The Company has been granted a three year exploration permit on the Ngodiarala
license in southern Mali. The permit expires on December 30, 2004. The
Company is exploring three unpatented mining claims groups in Elko County,
Nevada. In early 2002, the Company staked 570 claims covering more than 140
square kilometres in the Botwood Basin area of central Newfoundland, Canada.
An exploration program has commenced on this claim group and it is proposed to
fund this work through a $0.5 million flow-through issue.

Wassa Property

In September 2002, Golden Star Resources Ltd. completed the acquisition of a
90% beneficial interest in the Wassa gold mine in Ghana.
Prior to this transaction, the Company had owned a 34% interest in Wassa
Holdings Limited (Wassa Holdings), which owned a 90% beneficial interest in
Satellite Goldfields Limited (Satellite). Satellite holds a mining lease
which covers the Wassa gold mine. Because the Companys share of the losses in
Wassa Holdings for 1999 exceeded the carrying value of its equity investment,
the Company had written down the carrying value of its investment to nil. The
Company has no further obligations with respect to the Wassa mine.




ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

This managements discussion and analysis of financial condition and results of
operation should be read in conjunction with the audited financial statements
as at December 31, 2001 and 2000, and for the years ended December 31, 2001,
2000 and 1999, and related notes, all of which is attached as a part of this
20-F Annual Report. For the purposes of these financial statements, the
material differences between generally accepted accounting principles (GAAP)
in Canada and the United States are described in Note 9 of the audited
financial statements.

The Company

Moydow Mines International Inc. (Moydow or the Company) is an international
exploration and development company with primary interests in precious metals.
Exploration and development activities are focused principally on Ghana, West
Africa, where Moydow and its

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subsidiaries have been active since 1992. The
Companys main asset is its 50% beneficial interest in the Ntotoroso gold
property. Moydow trades as a public company on the Toronto Stock Exchange
(symbol MOY).

Subsidiaries and affiliated companies of Moydow are organized internationally
so that each has a specific geographic area or mineral project interest.
Moydow provides administrative, technical and financial assistance to these
companies within the group.

Years ended December 31, 2001 and 2000

Overview

Ntotoroso Project

During 2001, the Company focused on the potential of its Ntotoroso property in
Ghana. In March 2001, Lycopodium Pty Ltd. of Perth, Australia, completed a
definitive feasibility study on Zones E and A on the property. The study was
based on a gold price of $270 and proven and probable reserves of 14 million
tonnes grading 2.36 grams of gold per tonne. Annual mine production is
projected at 1.5 million tonnes. For the first five years the average gold
production will be 120,000 ounces per year at a cash cost of $184 per ounce.

During 2000, the Company entered into the Rank Development and Production
Agreement (the RDP Agreement) with Normandy Mining and its affiliate,
Normandy Ghana Gold Limited (Normandy Ghana). Normandy Ghana holds
concessions adjacent to Ranks Ntotoroso property that are the subject of a
detailed feasibility study by Normandy Ghana. The RDP Agreement sets forth the
terms under which, subject to completion of acceptable feasibility studies by
Rank Mining Company Limited and Normandy Ghana on their respective properties,
the Company and Normandy Ghana would participate in the development, mining and
processing of ore from Ranks Ntotoroso property. The RDP Agreement modifies
portions of the 1997 Rank Farm-In Shareholders Agreement such that the Company
may elect to share in development and mining costs, or to be carried through to
economic completion and have Rank ore milled on the basis of a toll treatment
charge. Additional exploration expenditures of up to $8 million may be
incurred to July 2004, of which the Company is obligated to fund its 50% share
in order to avoid dilution.

A supplemental study is to be prepared under the terms of the RDP Agreement, to
examine the economics of mining Zone C and any other mineral deposits within
the large Ntotoroso property. During the second quarter of 2001 a thirty year
mining lease was granted.

Wassa Project

In 1999, Moydow wrote down to nil its investment in its 34% equity interest in
Wassa Holdings Limited which, through its subsidiary Satellite Goldfields
Limited, holds the mining lease on the Wassa gold mine in Ghana. In April 2001,
the Company was notified that certain terms of the project financing loan
agreement under which an amount of $40 million was outstanding were technically
in default. The senior lender subsequently enforced its security and appointed
a receiver in November 2001. Moydow granted the lenders a first fixed charge
on its shares of

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Wassa Holdings and provided security for the obligations of
Wassa Holdings to the lenders to the extent of the value of its shares of Wassa
Holdings. The Company has no further obligations with respect to the Wassa
mine.

In September 2002, Golden Star Resources Ltd. completed the acquisition of a
90% beneficial interest in the Wassa gold mine.

Mali Project

During 2001, Moydow was granted a three-year exploration permit on the
Ngordiala project in Southern Mali, which is 80 kilometres from the recently
opened Morila mine. Encouraging results were received from a systematic
geochemical soil sampling program during the year. Moydow is actively seeking
a joint venture partner for this property with a view to enhancing the value to
Moydow.

North America

Also in 2001, Moydow acquired a majority interest in three properties in Elko
County, Nevada. A multi-element anomaly has been defined and a follow up
program of a series of shallow drill holes is planned for May 2002.

In April 2002, Moydow staked over 500 claims in the Gander Lake region of
Newfoundland. A reconnaissance exploration is planned to test for gold
occurrences.

Segmented Information

The Company does not segment information geographically as it is involved in
the exploration and development of mineral properties with substantially all of
its operations located in West Africa.

Results of Operations

Net losses for 2001, 2000 and 1999 were $0.6 million or $0.02 per share, $1.2
million or $0.04 per share, and $5.1 million or $0.22 per share, respectively.

During 2001, the Company wrote off mineral properties expenditures in the
amount of $0.05 million which were incurred on a number of minor projects.

During 2000, the Company wrote off its investment in the Slave Diamond
Syndicate, in the amount of $0.2 million. In addition the Company wrote off
expenditure incurred on a number of other minor projects.

The 1999 results include the write down of $4.1 million in the Companys
carrying value of the Wassa mine and the write off of $0.6 million in the
carrying value of the Kissi Kissi property. The Company considered it prudent
to write down the carrying value of the Wassa mine given the size of the
project debt, the slower gold recovery rate, the low gold price and the fact
that the Companys portion of the losses at the Wassa mine for the year 1999
exceeded its carrying value. The Kissi Kissi property was written off due to
economic and political uncertainty in the region.

General and administrative expenses were $0.6 million in 2001 compared with
$1.2 million and $0.8 million in 2000 and 1999, respectively. The decrease in
2001 compared with 2000 is a result of the Companys focus on cost containment.
The increase in 2000 compared with 1999 was a result of the increased investor
relations activities and the cost associated with filing a 20-F registration
statement with the United States Securities and Exchange Commission. General
and

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administrative expenses were $0.8 million in 1999 and were incurred as a
result of the higher levels of exploration and the increased financing
activities.

The Company received operator and advisory service fees of $nil, $0.2 million
and $0.3 million in the years 2001, 2000 and 1999, respectively. During 2000,
a feasibility study was undertaken on the Ntotoroso project and the management
fee was suspended during this period. On approval of this study and notice of
intent by Normandy to proceed with the project, Normandy becomes the operator
of the project. When Normandy becomes operator it shall appoint the Company as
manager for any on-going exploration which will entitle the Company to receive
a management fee.

The foreign exchange loss in 2001 was $0.02 million compared to a loss of $0.04
million in 2000 and a gain of $0.01 million in 1999. The foreign exchange loss
is a result of the decrease in the Canadian dollar to United States dollar
exchange rate.

The Company earned deposit interest income of $0.1 million, $0.2 million and
$0.06 million during 2001, 2000 and 1999, respectively. Interest income
increased in 2000 due to a higher cash balance resulting from the special
warrant financing described below.

The Companys revenues are derived from: interest income, which is dependant on
available cash balances and prevailing interest rates; management and advisory
service fees, which are dependant on the level of exploration expenditures
managed by the Company; and returns on investments, which are dependant on the
prevailing market at the time of sale.

Liquidity and Capital Resources

At December 31, 2001, the Company had cash and cash equivalents of $1.9 million
compared to $3.4 million at December 31, 2000.

Moydow completed a special warrant financing on February 21, 2000. A total of
3,382,352 special warrants were issued at a price of Cdn$1.70 per special
warrant. Under the terms of the special warrant financing, each special
warrant was automatically converted into a unit
comprised of one common share and one-half of a share purchase warrant. Each
whole share purchase warrant entitles the holder to purchase an additional
share of the Company at a price of Cdn$2.25 until May 25, 2001.

During 2000, previously issued warrants were exercised and the Company issued a
total of 145,367 common shares at a price of Cdn$0.95 and Cdn$0.96 per share
for total proceeds of Cdn$138,515.

In 2001, the Company and Normandy Mining advanced funds on an equal basis to
cover the costs of the feasibility study and on going exploration activities on
the Ntotoroso project. Expenditures incurred on the Kanyankaw project and the
Ngordiala project are funded 100% by the Company. The Company funds
expenditures incurred on its Nevada projects on a pro rata basis.

Exploration on the Ntotoroso project during 2000 was funded primarily by
Normandy which completed the balance of $6.5 million in expenditures required
to earn its 50% interest.

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The Company has no financial risk in respect of the Wassa mine other than the
Moydow guarantee of certain obligations of Wassa Holdings to the lenders to the
extent of the value of the Companys shares of Wassa Holdings. Capital
investment for the mine was provided by $42.5 million of project financing from
Standard Bank of London and The Commonwealth Development Corporation.

At December 31, 2001 the Company had stock options outstanding under its stock
option plan for the purchase of an aggregate of 3,431,667 common shares, and
warrants outstanding, for the acquisition of 66,667 common shares. The
warrants outstanding and issuable pursuant to the special warrant financing
expired on May 25, 2001.

At December 31, 2000 the Company had stock options outstanding under its stock
option plan for the purchase of an aggregate of 3,431,667 common shares, and
warrants outstanding, including all of the warrants outstanding and issuable
pursuant to the special warrant financing, for the acquisition of 2,011,519
common shares.

In early July 2002, the Company completed a private placement of 687,500
flow-through common shares at a price Cdn$0.80 per share for net proceeds of
Cdn$504,000.

Regulatory, Environmental and Other Risk Factors

The Company intends to fulfill all statutory commitments on its current
licenses over the next year and will apply for license renewals in the normal
course of business.

The Companys operating income and cash flow are also affected by changes in
the U.S./Canadian dollar exchange rate together with movement in the local
currency in Ghana, the Cedi, as a portion of the Companys costs are incurred
in these currencies.

The profitability of any gold mining operation will be significantly affected
by changes in the market price of gold. Gold prices fluctuate on a daily basis
and are affected by numerous factors
such as world supply of gold, Central Bank selling, stability of exchange
rates, forward sales and inflationary forces, among other factors beyond
Moydows control.

Moydow has sufficient cash to conduct its operations for the foreseeable
future. However, failure to obtain additional financing on a timely basis in
the future could cause Moydow to limit future exploration and mine development
programs or relinquish or forfeit some of its licenses. No exploration company
can guarantee that the current or proposed exploration or development programs
on properties will result in the discovery of gold mineralisation or will
result in a profitable commercial mining operation. The Ntotoroso project
continues to receive 50% funding from the Companys partner, Normandy Mining.
It is the opinion of management that the Company has sufficient funds to enable
it to continue an active exploration program and to maintain all of its
obligations for the foreseeable future.

In addition, exploration companies are subject to various laws and regulations
including but not limited to environmental, health and safety matters together
with political risks which are outside the Companys control. Moydow is
committed to a program of environmental protection at all of its projects and
exploration sites.

Outlook

Moydows immediate priorities involve the development and operating plans for
the proposed Ntotoroso mine and the financing thereof. With the acquisition of
Normandy Mining by

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Newmont Mining Corporation early in 2002, Newmont becomes
the Companys joint venture partner in the project. Moydow will continue to
operate ongoing exploration at Ntotoroso, where the ultimate gold potential of
the property is still unknown.

The mining industry is international and the Company will continue to evaluate
new opportunities in select countries where the geologic potential and economic
and political climates are considered attractive, with the objective of
building value in the Company for its shareholders.

At December 31,2001, the Company had $1.7 million of working capital, which
includes $1.9 million of unrestricted cash. The Company continues to focus on
cost containment in all areas.

Years ended December 31, 2000 and 1999

Results of Operations

The loss for the Fiscal 2000 was ($1,189,985) or ($0.04) per share compared to
a loss of ($5,107,732) or ($0.22) per share in the same period last year. The
2000 results included a gain on the sale of investments of $480 (net of
impairments) and interest income of $235,599. The 1999 results included
($4,111,227) as the Companys pro rata share of the losses at Wassa Limited,
$22,906 gain on sale of investments, and $62,307 in interest income. The
write-down of the Companys investment in Wassa Limited to nil at year-end 1999
was the reason for the lack of such losses in 2000.

General and administrative expenses increased to $1,165,064 in the 2000 from
$810,929 in 1999. This increase primarily is a result of the increased
investor relations activities, including travel.
In 2000, the Company received operators and advisory service fees of $199,584
down 40% from the amount received in the same period last year as the
operators fee was re-negotiated downward. A feasibility study was completed
after yearend on the Ntotoroso Prospecting License and the management fee was
suspended during this time. On approval of this study and notice of intent by
Normandy to proceed with the project, Normandy became the operator of the
project. When Normandy became operator it appointed the Company as manager of
on-going exploration that will entitle the Company to receive an operators
fee.

Liquidity and Capital Resources

As at 12/31/2000, the Company had working capital of $3,178,451.

Cash Used in Fiscal 2000 Operating Activities totaled ($1,134,498), including
the ($1,189,985) Net Loss. Significant adjustments included a writedown of
mineral properties of $414,008 and net changes in non-cash working capital
items of ($366,141) (representing mostly decreased accounts payable and accrued
liabilities). Cash Used in Fiscal 2000 Investing Activities was ($1,003,025)
including ($1,056,537) for exploration of mineral properties and $62,279
proceeds from sale of investments/other assets. Cash generated from Fiscal
2000 Financing Activities was $32,880.

As at 12/31/2000, the Company had $3.2 million of working capital, which
includes $3.3 million of unrestricted cash. The Company is minimizing its
operating costs and will pursue only those opportunities that offer the best
risk return profile for exploration expenditures.

Normandy LaSource has completed its funding of exploration efforts at
Ntotoroso; the Company anticipates funding its equal share of the costs in 2001
and subsequent years.

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C. Research and Development, Patents and Licenses

As the Company is a mineral exploration company, the information required in
this section is not applicable.

D. Trend Information

The 50% interest in the Ntotoroso project in Ghana in the Companys main asset.
The Companys success is dependent on its ability to find and develop economic
ore reserves. The profitability of any gold mining operation will be
significantly be affected by changes in the market price of gold. No
exploration company can guarantee that the current or proposed exploration or
development programs on properties will result in the discovery of gold
mineralization or will result in a profitable commercial mining operation.




ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior
Management

The following table and the notes thereto set out the name and municipality of
residence of the Directors, his current position and office with the Company,
his present principal occupation(s) or employment, the date on which he was
first elected or appointed a Director of the Company,
and the approximate number of common shares of the Company beneficially owned
directly or indirectly or over which he exercises control or direction:

|                                                                                      |  |                                                                                |  |                  |  |                     |         | 
|------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------ |  | ---------------- |  | ------------------- | ------- | 
|                                                                                      |  |                                                                                |  |                  |  | Shares of the      
|                                                                                      |  |                                                                                |  |                  |  | Corporation        
|Name, Current Position(s)                                                             |  |                                                                                |  |                  |  | Beneficially Owned,
|with the Company and                                                                  |  |                                                                                |  |                  |  | Controlled or      
|Municipality of Residence                                                             |  | Present Principal Occupation(s)                                                |  | Director Since   |  | Directed(1)        
|                                                                                      |  |                                                                                |  |                  |  |                    
|Sylvester P. Boland(2)(3)
Director
Dublin, Ireland                                    |  | Chartered accountant, retired; corporate director; formerly a mining executive |  | December 9, 1998 |  |                     | 26,180  | 
|Albert C. Gourley(2)
Director
Gormley, Ontario                                        |  | Partner of Macleod Dixon LLP, Barristers & Solicitors.(4)                      |  | December 9, 1998 |  |                     | 100,000 | 
|Norman D. A. Hardie(3)
Director
Toronto, Ontario                                      |  | Business consultant                                                            |  | December 9, 1998 |  |                     | 50,320  | 
|Victor J.E. Jones (2)(3)
Director
Vancouver, British
Columbia                         |  | Management consultant                                                          |  | January 6, 1983  |  |                     | 6,405   | 
|Brian P. Kiernan
Chief Executive Officer,
President and a Director(5)
Dublin, Ireland |  | Chief Executive Officer of the
Company                                         |  | December 9, 1998 |  |                     | 135,000 | 

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|                                                                           |  |                                                                                                               |  |                  |  |                     |           | 
|-------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------------------- | --------- | 
|                                                                           |  |                                                                                                               |  |                  |  | Shares of the      
|                                                                           |  |                                                                                                               |  |                  |  | Corporation        
|Name, Current Position(s)                                                  |  |                                                                                                               |  |                  |  | Beneficially Owned,
|with the Company and                                                       |  |                                                                                                               |  |                  |  | Controlled or      
|Municipality of Residence                                                  |  | Present Principal Occupation(s)                                                                               |  | Director Since   |  | Directed(1)        
|                                                                           |  |                                                                                                               |  |                  |  |                    
|Noel P. Kiernan
Chairman of the Board and a Director(6)
Dublin, Ireland    |  | Chairman of the Board of the Company and Chairman of the Board of
Pontil Minerex Limited (a drilling company) |  | December 9, 1998 |  |                     | 9,910,200 | 
|Michael E. Power
Vice President, Secretary and a Director
Toronto, Ontario |  | Secretary and Vice President of the Company                                                                   |  | December 9, 1998 |  |                     | 20,720    | 



---

|(1) |  | The information as to shares beneficially owned, directly or indirectly,
not being within the knowledge of the Company, has been furnished by the
respective proposed directors individually.                                                                                                                                                                               
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Member of the audit committee of the board of directors of the Company.                                                                                                                                                                                                                                                                                                     
|   
|(3) |  | Member of the compensation committee of the board of directors of the
Company.                                                                                                                                                                                                                                                                                              
|   
|(4) |  | Macleod Dixon LLP acts as counsel to the Company.                                                                                                                                                                                                                                                                                                                           
|   
|(5) |  | Brian P. Kiernan is also Chief Executive Officer and a director of the
Companys wholly-owned subsidiary, Moydow Limited (the Isle of Man
company), and a director of the Companys wholly-owned subsidiary in
Ghana, also named Moydow Limited.                                                                                                                            
|   
|(6) |  | Noel P. Kiernan is also Chairman of the Board and a director of the
Companys wholly-owned subsidiary, Moydow Limited (the Isle of Man
company), President and a director of the Companys wholly-owned
subsidiary in Ghana, also named Moydow Limited, and President and a
director of the Companys 50%-owned subsidiary, Rank Mining Company
Limited, a Ghanaian company.

No Director and/or Senior Officers has been the subject of any order, judgment,
or decree of any governmental agency or administrator or of any court or
competent jurisdiction, revoking or suspending for cause any license, permit or
other authority of such person or of any corporation of which he is a Director
and/or Executive Officer, to engage in the securities business or in the sale
of a particular security or temporarily or permanently restraining or enjoining
any such person or any corporation of which he is an officer or director from
engaging in or continuing any conduct, practice, or employment in connection
with the purchase or sale of securities, or convicting such person of any
felony or misdemeanor involving a security or any aspect of the securities
business or of theft or of any felony.

There are no arrangements or understandings between any two or more Directors
or Executive Officers, pursuant to which he was selected as a Director or
Executive Officer. Noel Kiernan is the father of Brian Kiernan; other than
disclosed above, there are no family relationships between any two or more
Directors or Executive Officers.

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B. Compensation

Summary Compensation Table

The following table sets forth certain information with respect to the
compensation of Mr. Kiernan, the only executive officer of the Company for whom
disclosure is required, for the three financial years of the Company ended
December 31, 2001.

Compensation Table

|                 |  |              |  |              |  |                     |  |              |  |     |         |              |  |              |  |                 |  |                  |  |  |  |  |  | 
|---------------- |  | ------------ |  | ------------ |  | ------------------- |  | ------------ |  | --- | ------- | ------------ |  | ------------ |  | --------------- |  | ---------------- |  |  |  |  |  | 
|                 |  |              |  |              |  |                     |  |              |  |     |         |              |  |              |  |                 |  | Long Term        |  |  |  | 
|                 |  |              |  |              |  | Annual Compensation |  |              |  |     |         | Compensation |  |              |  |                
|                 |  |              |  |              |  |                     |  |              |  |     |         |              |  |              |  |                
|                 |  |              |  |              |  |                     |  |              |  |     |         |              |  |              |  |                 |  | Securities under |  |  |  | 
|                 |  |              |  |              |  |                     |  |              |  |     |         |              |  | Other Annual |  | Options Granted |  | All other       
|Name             |  | Year Ended   |  | Salary       |  | Bonus               |  | Compensation |  | (#) |         | Compensation
|                 |  |              |  |              |  |                     |  |              |  |     |         |             
|Brian P. Kiernan |  | Dec.31, 2001 |  | US$67,499(1) |  | Nil                 |  | Nil          |  | Nil |         | Nil         
|                 |  | Dec 31, 2000 |  | US$69,349    |  | Nil                 |  | Nil          |  |     | 300,000 |              |  | Nil         
|                 |  | Dec 31, 1999 |  | Nil          |  | Nil                 |  | US$78,600(1) |  |     | 400,000 |              |  | Nil         



---

|(1) |  | During 1999, Mr. Kiernans services as President and Chief Executive
Officer of the Company were provided pursuant to a management services
arrangement between the Company and Minerex Limited. Under this
arrangement, Minerex Limited provided to the Company certain management,
administrative, financial, technical and other support services. Mr.
Kiernans services are now provided pursuant to an employment agreement
with the Company. See Statement of Executive Compensation  Employment
Contract.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Stock Options

No stock options of the Company were granted to Mr. Kiernan during the
financial year ended December 31, 2001. No stock options of the Company were
exercised by Mr. Kiernan during the financial year ended December 31, 2001.
The following table sets forth the value of the stock options of the Company
held by Mr. Kiernan as at December 31, 2001, all of which options are currently
exercisable.

|                 |  |                     |         |                          |  |                      |  | 
|---------------- |  | ------------------- | ------- | ------------------------ |  | -------------------- |  | 
|                 |  |                     |         |                          |  | Value of Unexercised
|                 |  | Unexercised Options |         | in-the-Money            
|Name             |  | at Dec. 31, 2001    |         | Options at Dec. 31, 2001
|                 |  |                     |         |                         
|Brian P. Kiernan |  |                     | 700,000 |                          |  | Nil                 

Stock Option Re-pricing

The Company did not, during the financial year ended December 31, 2001,
re-price any stock options.

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Compensation of Directors

During the financial year ended December 31, 2001, no Director of the
Company was compensated by the Company for his services in his capacity as a
Director, other than three of the non-executive Directors of the Company each
of whom received Directors fees of US$6,000. No stock options were granted to
the Directors during the financial year ended December 31, 2001.

The Company compensated three non-executive Directors of the Company during the
financial year ended December 31, 2001 an aggregate of US$15,234 (2000-
US14,012) for services as a consultant or expert. During 2001, the Company
incurred legal expenses of US$21,657 (2000  US$156,383; 1999  $US155,725) to
Macleod Dixon LLP, which acts as counsel to the Company. Albert C. Gourley, a
Director of the Company, is a partner of Macleod Dixon LLP.

The Company carries Directors and Officers liability insurance considered
appropriate for its activities.

Defined Benefit or Actuarial Plan Disclosure

The Company does not have a defined benefit or actuarial plan.

B. Board Practices

Tenure of Board of Directors

The Members of the Board of Directors are elected for one-year terms, which
expire at the next following annual meeting of the shareholders of the Company.

Directors Service Contracts

Three Directors have service contracts with the Company. These are as follows:

The Company and Brian P. Kiernan entered into an agreement effective
January 1, 2001 (the Brian Kiernan Contract) which sets forth the terms and
conditions upon which Mr. Kiernan performs the services of Chief Executive
Officer and President of the Company. Under the Brian Kiernan Contract, Mr.
Kiernans annual salary for the year 2001 was set at IR£60,000 (which was
approximately US$67,499). The Brian Kiernan Contract also provides that, if
Mr. Kiernans employment is terminated by reason of his death or disability,
Mr. Kiernan (or his family, as the case may be) is entitled to receive from the
Company the sum of IR£180,000 (which is currently approximately US$202,540).
If during the period commencing on the date of a change in the control of the
Company and ending on the third anniversary thereof Mr. Kiernans employment is
terminated by the Company other than for just cause (as defined in the Brian
Kiernan Contract), disability or death or is terminated by Mr. Kiernan for
good reason (as defined in the Brian Kiernan Contract), the Company must pay
to Mr. Kiernan, within 10 days after the date of termination, any unpaid salary
to the date of termination and, as compensation for Mr. Kiernans loss of
employment, three times Mr. Kiernans then annual salary.

The Company and Noel P. Kiernan entered into an agreement effective 1/1/2000
(the Noel Kiernan Contract) which sets forth the terms and conditions upon
which Mr. Kiernan performs the services of Chairman of the Board of the
Company. Under the Noel Kiernan Contract, Mr. Kiernans annual salary for the
Year 2001 is set at IR£60,000 (approximately US$69,000). The

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Noel Kiernan
Contract also provides that, if Mr. Kiernans employment is terminated by
reason of his death or disability, Mr. Kiernan (or his family, as the case may
be) is entitled to receive from the Company the sum of IR£180,000
(approximately US$216,000). If during the period commencing on the date of a
change in the control of the Company and ending on the third anniversary
thereof Mr. Kiernans employment is terminated by the Company other than for
just cause (as defined above), disability or death or is terminated by Mr.
Kiernan for good reason (as defined above), the Company must pay to Mr.
Kiernan, within ten days after the date of termination, any unpaid salary to
the date of termination and, as compensation for Mr. Kiernans loss of
employment, three times Mr. Kiernans then annual salary.

Effective May 1, 2001, the Company and Michael Power entered into a consulting
agreement whereby Michael Power provides management services to the Company.
The Company pays Michael Power CDN$5000 per month for these services.

Audit Committee

The Companys Audit Committee consists of three Directors, all of whom are
outside Directors. The current members are Sylvester P. Boland (Chairman),
Albert C. Gourley and Victor J.E. Jones. This committee meets periodically,
reviews the scope of the external audit, the adequacy of the system of internal
control and the appropriateness of the financial reporting and then makes its
recommendation to the Board of Directors.

Compensation Committee

The Companys Compensation Committee consists of three Directors, all of whom
are outside Directors. The current members are Sylvester P. Boland (Chairman),
Norman D. A. Hardie and Albert C. Gourley. The committee determines on behalf
of the Board of Directors with respect to cash and incentive compensation of
the Companys executive officers.

D. Employees

The company has no employees. See ITEM 7  Related Party Transactions

E. Share Ownership

The following lists the share ownership of Directors and officers of the
Company as of October 25, 2002

|         |       |                          |                      |       |           |                      |  |            |      |   |  |      |  
|-------- | ----- | ------------------------ | -------------------- | ----- | --------- | -------------------- |  | ---------- | ---- | - |  | ---- | -
|Title of |       |                          |                      |       |           | Amount and Nature of |  | Percent of
|Class    |       | Name of Beneficial Owner | Beneficial Ownership | Class
|         |       |                          |                      |       |           |                     
|Common   |       | Noel Kiernan             |                      |       | 9,910,200 |                      |  |            | 36.7 | %
|Common   |       | Brian Kiernan            |                      |       | 135,000   |                      |  |            | 0.5  | %
|Common   |       | Victor Jones             |                      |       | 6,405     |                      |  |            | <0.1 | %
|Common   |       | Albert Gourley           |                      |       | 100,000   |                      |  |            | 0.4  | %
|Common   |       | Sylvester Boland         |                      |       | 26,180    |                      |  |            | 0.1  | %
|Common   |       | Michael Power            |                      |       | 20,720    |                      |  |            | <0.1 | %
|Common   |       | Norman Hardie            |                      |       | 50,320    |                      |  |            | 0.2  | %
|Common   |       | Rosemary
OMongain       |                      |       | 20,000    |                      |  |            | <0.1 | %
|Common   |       | Geoffrey Farr            |                      |       | 5,000     |                      |  |            | <0.1 | %
|         | Total |                          |                      |       |           |                      |  | 10,273,825 |      |   |  | 37.1 | %

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The names of the Directors and senior officers of the Company to whom
outstanding stock options have been granted and the number of common shares
subject to such options are listed in the following table as of October 25,
2002. No options have been granted in 2002.

Stock Options Outstanding

|                    |  |              |           |             |  |            |      |  |  |  |           | 
|------------------- |  | ------------ | --------- | ----------- |  | ---------- | ---- |  |  |  | --------- | 
|                    |  | Number of    |           |             |  |            |      | 
|                    |  | Shares of    |           | CDN$        |  | Expiration
|Name                |  | Common Stock |           | Exer. Price |  | Date      
|                    |  |              |           |             |  |           
|Brian P. Kiernan    |  |              | 250,000   |             |  | $          | 1.00 |  |  |  | 2/24/2004 | 
|Brian P. Kiernan    |  |              | 150,000   |             |  |            | 1.15 |  |  |  | 9/24/2004 | 
|Brian P. Kiernan    |  |              | 150,000   |             |  |            | 1.70 |  |  |  | 1/14/2005 | 
|Brian P. Kiernan    |  |              | 150,000   |             |  |            | 2.25 |  |  |  | 1/14/2005 | 
|Noel P. Kiernan     |  |              | 200,000   |             |  |            | 1.00 |  |  |  | 2/24/2004 | 
|Noel P. Kiernan     |  |              | 75,000    |             |  |            | 1.15 |  |  |  | 9/24/2004 | 
|Noel P. Kiernan     |  |              | 400,000   |             |  |            | 1.70 |  |  |  | 1/14/2005 | 
|Victor Jones        |  |              | 100,000   |             |  |            | 1.00 |  |  |  | 2/24/2004 | 
|Victor Jones        |  |              | 50,000    |             |  |            | 1.15 |  |  |  | 9/24/2004 | 
|Victor Jones        |  |              | 75,000    |             |  |            | 1.70 |  |  |  | 1/14/2005 | 
|Victor Jones        |  |              | 75,000    |             |  |            | 2.25 |  |  |  | 1/14/2005 | 
|Sylvester P. Boland |  |              | 100,000   |             |  |            | 1.00 |  |  |  | 2/24/2004 | 
|Sylvester P. Boland |  |              | 50,000    |             |  |            | 1.15 |  |  |  | 9/24/2004 | 
|Sylvester P. Boland |  |              | 75,000    |             |  |            | 1.70 |  |  |  | 1/14/2005 | 
|J. Joseph Breen     |  |              | 100,000   |             |  |            | 1.00 |  |  |  | 2/24/2004 | 
|J. Joseph Breen     |  |              | 50,000    |             |  |            | 1.15 |  |  |  | 9/24/2004 | 
|J. Joseph Breen     |  |              | 75,000    |             |  |            | 1.70 |  |  |  | 1/14/2005 | 
|Albert Gourley      |  |              | 100,000   |             |  |            | 1.00 |  |  |  | 2/24/2004 | 
|Albert Gourley      |  |              | 50,000    |             |  |            | 1.15 |  |  |  | 9/24/2004 | 
|Albert Gourley      |  |              | 75,000    |             |  |            | 1.70 |  |  |  | 1/14/2005 | 
|Michael Power       |  |              | 100,000   |             |  |            | 1.00 |  |  |  | 2/24/2004 | 
|Michael Power       |  |              | 50,000    |             |  |            | 1.15 |  |  |  | 9/24/2004 | 
|Michael Power       |  |              | 75,000    |             |  |            | 1.70 |  |  |  | 1/14/2005 | 
|Norman Hardie       |  |              | 50,000    |             |  |            | 1.00 |  |  |  | 2/24/2004 | 
|Norman Hardie       |  |              | 100,000   |             |  |            | 1.15 |  |  |  | 9/24/2004 | 
|Norman Hardie       |  |              | 75,000    |             |  |            | 1.70 |  |  |  | 1/14/2005 | 
|Rosemary OMongain  |  |              | 50,000    |             |  |            | 1.00 |  |  |  | 2/24/2004 | 
|Rosemary OMongain  |  |              | 25,000    |             |  |            | 1.15 |  |  |  | 9/24/2004 | 
|Rosemary OMongain  |  |              | 100,000   |             |  |            | 1.70 |  |  |  | 1/14/2005 | 
|Geoffrey G. Farr    |  |              | 20,000    |             |  |            | 1.70 |  |  |  | 1/14/2005 | 
|                    |  |              |           |             |  |            |      |  |  |  |           | 
|Total               |  |              | 2,995,000 |             |  |            |      |  |  |  |           | 

Stock Option Plan

The Company has a stock option plan (the Plan) the principal purposes of
which are to (a) promote a proprietary interest in the Company among the
officers, Directors, consultants and

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employees of the Company and its
affiliates, (b) retain and attract the qualified officers, Directors,
consultants and employees the Company requires, (c) provide a long-term
incentive element in overall compensation, and (d) promote the long-term
profitability of the Company. The Plan is considered by the Board of Directors
of the Corporation (the Board) to be an important and effective component of
the compensation provided by the Company.

The Plan authorizes the Board, or a committee thereof, to grant options
from time to time to officers, Directors, consultants and employees of the
Company and its affiliates. Options granted under the Plan (Options) are
non-assignable and may be granted for a term not exceeding ten years. The
number of common shares of the Company (Shares) that may be reserved for
issuance to any one person pursuant to Options must not exceed 5% of the
outstanding Shares. The exercise price of an Option may not be lower than the
closing price of the Shares on the Toronto Stock Exchange on the business day
immediately preceding the date the Option is granted. The Plan provides that
the number of Shares that may be issued pursuant
to the exercise of Options shall not exceed 4,000,000. There are
presently outstanding Options to purchase an aggregate of 3,431,667 Shares.




ITEM 7 MAJOR SHAREHOLDERS AND RELATED TRANSACTIONS

A. Major Shareholders

The Company is aware of only one person/company who beneficially owns 5% or
more of the Companys voting securities, Noel P. Kiernan, whose holds 9,910,200
of the issued and outstanding common shares of the Company, representing 35.8%
of the total common shares.

As of October 25, 2002, the Directors and senior officers of the Company, as a
group, beneficially owned , directly or indirectly, or exercised control or
direction over 37.1% of the outstanding common shares of the Company. The
information as to shares beneficially owned or over which control is exercised,
not being within the control of the Company, has been furnished by the
Directors and senior officers directly.

No major shareholder has different voting rights or any special rights with
respect to the common shares beyond those rights accorded all shareholders of
the Companys common shares.

The Companys common shares are issued in registered form and the following
information is taken from the records of Computershare Trust Company of Canada
(located in Toronto, Ontario, Canada), the registrar and transfer agent for the
Companys common shares.

As of December 31, 2001, the shareholders list for the Companys common shares
showed 505 registered shareholders and 27,026,514 shares were issued and
outstanding. 292 of these shareholders were U.S. residents, owning 3,396,054
shares representing approximately 16% of the issued and outstanding common
shares.

The Company has researched the indirect holding by depository institutions and
estimates that there are 505 holders of record resident in the United States,
holding the aforementioned 4,418,835 common shares.

The Company is a publicly-owned Canadian corporation, the shares of which are
owned by U.S. residents, Canadian residents and other foreign residents.
Another corporation does not control the Company. The Company is unaware of
any arrangements, the operation of which might, at a subsequent date, result in
a change of control of the Company.

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B. Related Party Transactions

Other than as described below, no
insider of the Company, as defined in the Securities Act (Ontario), or associate or affiliate of any such insider, has
any material interest in any transaction completed since the beginning of the
Companys preceding three financial year up to the date of this document ended
December 31, 2001 or in any proposed transaction which has materially affected
or would materially affect the Company or any of its subsidiaries.

Pontil Minerex Limited

Noel P. Kiernan is the controlling shareholder of Pontil Minerex Limited
(Pontil), which has performed drilling and other services for Satellite
Goldfields Limited (which was 31%-owned by the Company) at the Wassa property
in Ghana and for Rank Mining Company Limited (which is 50%-owned by the
Company) at the Ntotoroso property in Ghana, and which is anticipated to
perform services for the Company and its affiliated and associated companies
(the Moydow Group) in the future. All contracts entered into by Pontil with
the Moydow Group have been at commercially competitive rates. During 1999 and
2000, $1,245,282 and $1,260,311, respectively, was paid to Pontil Minerex by
Rank pursuant to such contracts. No services were provided by Pontil to the
Moydow Group during 2001.

Minerex Limited

During 1999 and prior years the Company and Minerex Limited (Minerex) had an
arrangement whereby Minerex provided certain management, administrative,
financial, technical and other support services to the Company, including the
services of Brian P. Kiernan as Chief Executive Officer and President of the
Company and Noel P. Kiernan as Chairman of the Board of the Company. Noel P.
Kiernan is the controlling shareholder of Minerex. As remuneration for such
services, the Company paid to Minerex a specified percentage of the actual cost
for the services plus an overhead charge of 15% on those services, excluding
the management service costs in respect of services provided by Brian P.
Kiernan and Noel P. Kiernan. As of January 1, 2000 this arrangement was
formalized pursuant to a management services agreement entered into between the
Company and Minerex, provided, however, that the services provided by Minerex
no longer include the services of Brian P. Kiernan or Noel P. Kiernan, who now
have employment agreements with the Company.

During 1999, 2000 and 2001 Minerex received $211,332, $208,524 and $204,781,
respectively, for these services.

Victor Jones and Ellesmere Enterprises Ltd.

Until May 2001, when he ceased serving as an officer, Victor Jones received his
compensation indirectly through Ellesmere Enterprises Ltd. (a private company
wholly-owned by Mr. Jones) under a consulting agreement for management services
performed by Mr. Jones. The now inoperative agreement dated 1/1/2000 replaced
one dated 1/1/1997. Mr. Jones compensation for 1999, 2000 and 2001 was
$36,455, $52,220 and $39,972, respectively.

Macleod Dixon LLP

The Company incurred legal expenses of $155,725, $156,383 and $21,657 during
1999, 2000 and 2001, respectively to Macleod Dixon LLP, which acts as counsel to
the Company. Albert C. Gourley (Director of the Company) and Geoffrey G. Farr
(Assistant Secretary of the Company) are partners of Macleod Dixon LLP.

Management believes the transactions referenced above were on terms at least as
favorable to the Company as the Company could have obtained from unaffiliated
parties.

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No Director or officer of the Company or associate of any such director or
officer was indebted to the Company at any time during the financial years
ended December 31, 2001, 2000 or 1999.

C. Interest of Experts and Counsel

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.




ITEM 8. FINANCIAL INFORMATION




A. Consolidated Statements and
Other Financial Information

This Annual Report contains the audited financial statements of the Company as
at December 31, 2001 and 2000, and for the years ended December 31, 2001, 2000
and 1999, attached as a part hereof. The Companys financial statements have
been prepared in accordance with Canadian generally accepted accounting
principles. Except as described in Note 9 of the audited financial statements,
there are no material differences, for the purposes of these financial
statements, between accounting principles generally accepted in Canada and the
United States.

Legal Proceedings

To the best of the knowledge of management and the Directors of the Company,
the Company knows of no material, active or pending, legal proceedings against
them, nor is the Company involved as a plaintiff in any material proceeding or
pending litigation.

Dividend Policy

The Company has not declared any dividends since incorporation and does not
anticipate that it will do so in the foreseeable future. The present policy of
the Company is to retain any earnings for use in its operations and the
expansion of its business.

B. Significant Changes

There are two significant changes since the date of annual financial statements
included in this Annual Report on Form 20-F:

(1)  In July 2000, the Company entered into the Rank Development and Production
Agreement with Normandy Mining whereby ore from the Ntotoroso property would be
treated at a Normandy owned plant which was planned for Yamfo Sefwi, in Ghana.
It was originally intended that the agreement lapse if a production decision
had not been made by July 24, 2002. It has been agreed by both Moydow and
Normandy (now Newmont Mining Corporation) to extend the term of that agreement
to December 1, 2002.

(2)  The Company has staked 570 mining claims in the Botwood Basin region of
central Newfoundland, Canada. This region has been the focus of a major
staking rush in the last several months. In early July 2002, the Company
completed a private placement of 687,500 flow-through common shares at a price
of Cdn$0.80 per share for net proceeds of Cdn$504,000. The proceeds from this
financing will be used for exploration of the Botwood Basin claims.

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ITEM 9. THE OFFER AND THE LISTING

A. Offer and Listing Details

The common shares of the Company are listed and posted for trading on the
Toronto Stock Exchange (the TSE) under the symbol MOY.

Moydow Mines International Inc., formerly Westley Mines International Inc, was
continued under the Business Corporations Act (Ontario) from British Columbia
effective December 9, 1998 concurrently with the change of name to Moydow Mines
International Inc.

Effective December 9, 1998, the common shares of the Company were consolidated
on a 1-for-12 basis. All references to the number of common shares and/or to
per share data refer to post consolidation shares unless otherwise indicated.

The following table list the annual high and low market of the common share on
the TSE during the fiscal years since trading commenced on the TSE:

|     |  |                  |      |     |  |   |      | 
|---- |  | ---------------- | ---- | --- |  | - | ---- | 
|     |  | Canadian Dollars
|     |  |                 
|Year |  | High             |      | Low
|     |  |                  |      |    
|2001 |  | $                | 0.72 |     |  | $ | 0.29 | 
|2000 |  | $                | 1.49 |     |  | $ | 0.80 | 
|1999 |  | $                | 1.73 |     |  | $ | 1.50 | 

The following table list the market price range of the common shares on the TSE
for the last two years by fiscal quarter:

|           |  |        |           |      |  |                  |      |         |  |   |      |  |  |   |      | 
|---------- |  | ------ | --------- | ---- |  | ---------------- | ---- | ------- |  | - | ---- |  |  | - | ---- | 
|           |  |        |           |      |  | Canadian Dollars
|Quarter    |  |        |           |     
|Ended      |  | Volume |           | High |  | Low              |      | Closing
|           |  |        |           |      |  |                  |      |        
|12/31/2001 |  |        | 609,500   |      |  | $                | 0.45 |         |  | $ | 0.29 |  |  | $ | 0.38 | 
|9/30/2001  |  |        | 606,800   |      |  |                  | 0.54 |         |  |   | 0.33 |  |  |   | 0.28 | 
|6/30/2001  |  |        | 858,600   |      |  |                  | 0.70 |         |  |   | 0.39 |  |  |   | 0.39 | 
|3/31/2001  |  |        | 1,043,840 |      |  |                  | 1.18 |         |  |   | 0.52 |  |  |   | 0.60 | 
|           |  |        |           |      |  |                  |      |         |  |   |      |  |  |   |      | 
|12/31/2000 |  |        | 1,907,316 |      |  | $                | 1.45 |         |  | $ | 0.80 |  |  | $ | 1.00 | 
|9/30/2000  |  |        | 802,806   |      |  |                  | 1.30 |         |  |   | 0.95 |  |  |   | 1.00 | 
|6/30/2000  |  |        | 352,641   |      |  |                  | 1.40 |         |  |   | 0.90 |  |  |   | 1.20 | 
|3/31/2000  |  |        | 681,614   |      |  |                  | 1.80 |         |  |   | 1.10 |  |  |   | 1.40 | 

The following table list the high and low market prices of the common shares on
the TSE for the last six months:

|               |  |                  |      |     |  |   |      | 
|-------------- |  | ---------------- | ---- | --- |  | - | ---- | 
|               |  | Canadian Dollars
|               |  |                 
|Month          |  | High             |      | Low
|               |  |                  |      |    
|April 2002     |  | $                | 0.80 |     |  | $ | 0.45 | 
|May 2002       |  | $                | 1.05 |     |  | $ | 0.66 | 
|June 2002      |  | $                | 1.10 |     |  | $ | 0.67 | 
|July 2002      |  | $                | 0.75 |     |  | $ | 0.50 | 
|August 2002    |  | $                | 0.76 |     |  | $ | 0.50 | 
|September 2002 |  | $                | 0.69 |     |  | $ | 0.50 | 

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On October 25, 2002 the closing price of the common share on the TSE was
Cdn$0.43.

B. Plan Of Distribution

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.

C. Markets

The common shares of the Company are listed and posted for trading on the
Toronto Stock Exchange.

D. Selling Shareholders

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.

E. Dilution

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.

F. Expense of the Issue

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.




ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.

B. Memorandum and Articles of Association

The Certificates of Incorporation and By-Laws and Articles have been submitted
with the Companys 20-F Registration Statement, filed previously, and there has
been no changes made since that filing.

The authorized share capital of the Company consists of an unlimited number of
common shares and an unlimited number of preferred shares, issuable in series,
of which 27,026,514 common shares and no preferred shares were issued and
outstanding as at December 31, 2001. Subsequent to year-end 2001, 687,500
common shares were issued in early July 2002 in a private placement of
flow-through shares.

The holders of the common shares are entitled to receive notice of and to
attend all meetings of the shareholders of the Company and shall have one vote
for each common share held at all meetings of the shareholders of the Company,
except for meetings at which only holders of

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another specified class or series
of shares are entitled to vote separately as a class or series. Subject to the
prior rights of the holders of the preferred shares or any other shares ranking
senior to the common shares, the holders of the common shares are entitled to
(a) receive any dividends as and when declared by the board of directors, out
of the assets of the Company properly applicable to the payment of dividends,
in such amount and in such form as the board of directors may from time to time
determine, and (b) receive the remaining property of the Company (after payment
of all outstanding debts) in the event of any liquidation, dissolution or
winding-up of the Company. The holders of the common shares have no
pre-emptive, redemption or conversion rights.

The board of directors of the Company is authorized to issue the preferred
shares at any time and from time to time in one or more series and to fix the
number of shares in, and determine the designation, rights, privileges,
restrictions and conditions attaching to, the shares of each series, including,
but not limited to, the rate or amount of dividends or the method of
calculating dividends, the date of payment of dividends, the redemption,
purchase or conversion prices and terms and conditions of redemption, purchase
or conversion and any sinking fund or other provisions. The preferred shares of
each series shall rank on a parity with the preferred shares of every other
series, and shall be entitled to priority over the common shares and any other
shares of the Company ranking junior to the preferred shares, with respect to
priority in the payment of dividends and the return of capital and the
distribution of assets of the Company in the event of any liquidation,
dissolution or winding-up of the Company. Holders of preferred shares shall
not be entitled to receive notice of or vote at meetings of shareholders,
except where required under law.

Provisions as to the modification, amendment or variation of such shareholder
rights or provisions are contained in the Company Act of Ontario, Canada.
Unless the Company Act or the Companys Articles or Memorandum otherwise
provide, any action to be taken by a resolution of the members may be taken by
an ordinary resolution or by a vote of a majority or more of the shares
represented at the shareholders meeting.

Shareholder meetings are called in accordance with the rules of the Business
Corporation Act (Ontario) by approval of the Board of Directors determining the
time, date, and place of such meetings, which must be held in Canada and not
less than 54 days from the date of public notice of such meeting. The quorum
for a shareholders meeting or continuance thereof is two shareholders present
in person or by proxy representing not less than 5% of the common shares
eligible to vote at such meeting.

The Companys Articles and the Business Corporations Act (Ontario) contain
provisions that require a special resolution for effecting certain corporate
actions. Such a special resolution requires a two-thirds vote of
shareholders rather than a simple majority for passage. The principal
corporate actions that require a special resolution include:



|a. |  | Approval of contracts or transactions that give rise to
certain conflicts of interest by Directors or Officers in
certain circumstances;
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | Disposing of all/substantially all of Companys undertaking
or assets;                                                                  
|  
|c. |  | Changing the Company name;                                                                                                              
|  
|d. |  | Amalgamation of the Company with another corporation (other
than wholly-owned subsidiaries); and                                        
|  
|e. |  | Altering any restrictions on the Companys business; and                                                                                
|  
|f. |  | Certain reorganizations of the Company.                                                                                                 

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There are no restrictions on the repurchase or redemption of common shares of
the Company while there is any arrearage in the payment of dividends or sinking
fund installments, subject to certain subsidiary requirements.

C. Material Contracts

The Company has not entered in to any material contracts except the management
contracts detailed in Item 6  Board Practices and in Item 7  Related
Transactions.

D. Exchange Controls

The Company is not aware of any Canadian federal or provincial laws, decrees,
or regulations that restrict the export or import of capital, including foreign
exchange controls, or that affect the remittance of dividends, interest or
other payments to non-Canadian holders of common shares. There are no
limitations on the right of non-Canadian owners to hold or vote the common
shares imposed by Canadian federal or provincial law or by the charter or other
constituent documents of the Company.

The Investment Canada Act(the IC Act) governs acquisitions of Canadian
businesses by non-Canadian person or entities. The IC Act requires a
non-Canadian (as defined in the IC Act) making an investment to acquire control
of a Canadian business, the gross assets of which exceed certain defined
threshold levels, to file an application for review with the Investment Review
Division of Industry Canada. The IC Act provides, among other things, for a
review of an investment in the event of acquisition of control in certain
Canadian businesses in the following circumstances:



| |  |  | 1. If the investor is a non-Canadian and is a national of a country
belonging to the North American Free Trade Agreement (NAFTA) and/or the
World Trade Organization (WTO) (NAFTA or WTO National), any direct
acquisition having an asset value exceeding CDN$209,000,000 is reviewable.
This amount is subject to an annual adjustment on the basis of a prescribed
formula in the IC Actto reflect inflation and real growth within Canada.
This threshold does not apply in certain sectors of Canadian industry, such
as products of uranium, financial services (except insurance),
transportation services and cultural businesses (i.e. the publication,
distribution or sale of books, magazines, periodicals (other than printing
or typesetting businesses), or music in print or machine readable form;
radio, television, cable and satellite services; the production,
distribution, sale or exhibition of film or video recordings or audio or
video music recordings), to which lower thresholds as prescribed in the IC
Actare applicable.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 2. If the investor is a non-Canadian and is not a NAFTA or WTO National, any
direct acquisition having an asset value exceeding $5,000,000 and any
indirect acquisition having an asset value exceeding $50,000,000 is
reviewable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  |  | 3. If the investor is a non-Canadian and is NAFTA or WTO National, an
indirect acquisition of control is reviewable if the value of the assets of
the business located in Canada represents more than 50% of the asset value
of the transaction or the business is involved in uranium production,
financial services, transportation services or cultural businesses (as set
forth above).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Finally, certain transactions prescribed in the IC Actare exempted from review
altogether.

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In the context of the Company, in essence, three methods of acquiring control
of a Canadian business are regulated by the IC Act: (i) the acquisition of all
or substantially all of the assets used in carrying on business in Canada; (ii)
the acquisition, directly or indirectly, of voting shares of a Canadian
corporation carrying on business in Canada; or (iii) the acquisition of voting
shares of an entity which controls, directly or indirectly, another entity
carrying on business in Canada.

An acquisition of a majority of the voting shares of a Canadian entity,
including a corporation, is deemed to be an acquisition of control under the IC
Act. However, under the IC Act, there is a rebuttable presumption that control
is acquired if one-third or more of the voting shares of a Canadian corporation
or an equivalent undivided interest in the voting shares of such corporation
are held by a non-Canadian person or entity. An acquisition of less than
one-third of the voting shares of a Canadian corporation is deemed not to be an
acquisition of control. An acquisition of less than a majority, but one-third
or more, of the voting shares of a Canadian corporation is presumed to be an
acquisition of control unless it can be established that, on the acquisition,
the Canadian corporation is not, in fact, controlled by the acquirer through
the ownership of voting shares. For partnerships, trusts, joint ventures or
other unincorporated Canadian entities, an acquisition of less than a majority
of the voting interests is deemed not to be an acquisition of control.

In addition, if a Canadian corporation is controlled by a non-Canadian, the
acquisition of control of any other Canadian corporation by such corporation
may be subject to the prior approval of the Investment Review Division, unless
it can be established that the Canadian corporation is not in fact controlled
by the acquirer through the ownership of voting shares.

Where an investment is reviewable under the IC Act, the investment may not be
implemented unless it is likely to be of net benefit to Canada. If an
applicant is unable to satisfy the Minister responsible for Industry Canada
that the investment is likely to be of net benefit to Canada, the applicant may
not proceed with the investment. Alternatively, an acquirer may be required to
divest control of the Canadian business that is the subject of the investment.

In addition to the foregoing, the IC Actprovides for formal notification under
the IC Actof all other acquisitions of control of Canadian businesses by
non-Canadian investors. The notification process consists of filing a
notification within 30 days following the implementation of an investment,
which notification is for information, as opposed to review, purposes.

E. Taxation

A brief description of provisions of the tax treaty between Canada and the
United States is included below, together with a brief outline of certain
taxes, including withholding provisions, to which United States security
holders are subject under existing laws and regulations of Canada. The
consequences, if any, of provincial, state and local taxes are not considered.

The following information is general and security holders are encouraged to
seek the advice of their own tax advisors, tax counsel or accountants with
respect to the applicability or effect on their own individual circumstances of
the matters referred to herein and of any provincial, state or local taxes.

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal Canadian federal
income tax consequences of acquiring, holding and disposing of shares of common
stock of the Company for a shareholder of the Company who is not a resident of
Canada but is a resident of the United States and who will acquire and hold
shares of common stock of the Company as capital property

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for the purposes of
the Income Tax Act(Canada) (the Canadian Tax Act). This summary does not
apply to a shareholder who carries on business in Canada through a permanent
establishment situated in Canada or performs independent personal services in
Canada through a fixed base in Canada if the shareholders holding in the
Company is effectively connected with such permanent establishment or fixed
base. This summary is based on the provisions of the Canadian Tax Act and the
regulations thereunder and on an understanding of the administrative practices
of Revenue Canada, and takes into account all specific proposals to amend the
Canadian Tax Act or regulations made by the Minister of Finance of Canada as of
the date hereof. It has been assumed that there will be no other relevant
amendment of any governing law although no assurance can be given in this
respect. This discussion is general only and is not a substitute for
independent advice from a shareholders own Canadian and U.S. tax advisors.

The provisions of the Canadian Tax Act are subject to income tax treaties to
which Canada is a party, including the Canada-United States Income Tax
Convention (1980), as amended (the Convention).

Dividends on Common Shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is generally subject to
Canadian withholding tax at the rate of 25 percent on dividends paid or deemed
to have been paid to him or her by a corporation resident in Canada. The
Convention limits the rate to 15 percent if the shareholder is a resident of
the United States and the dividends are beneficially owned by and paid to such
shareholder, and to 5 percent if the shareholder is also a corporation that
beneficially owns at least 10 percent of the voting stock of the payor
corporation.

The amount of a stock dividend (for tax purposes) would generally be equal to
the amount by which the paid up or stated capital of the Company had increased
by reason of the payment of such dividend. The Company will furnish additional
tax information to shareholders in the event of such a dividend. Interest paid
or deemed to be paid on the Companys debt securities held by non-Canadian
residents may also be subject to Canadian withholding tax, depending upon the
terms and provisions of such securities and any applicable tax treaty.

The Convention generally exempts from Canadian income tax dividends paid to a
religious, scientific, literary, educational or charitable organization or to
an organization constituted and operated exclusively to administer a pension,
retirement or employee benefit fund or plan, if the organization is a resident
of the United States and is exempt from income tax under the laws of the United
States.

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayers capital gain or capital loss from a
disposition of a share of common stock of the Company is the amount, if any, by
which his or her proceeds of disposition exceed (or are exceeded by,
respectively) the aggregate of his or her adjusted cost base of the share and
reasonable expenses of disposition. Two-thirds of a capital gain (the taxable
capital gain) is included in income, and two-thirds of a capital loss in a
year (the allowable capital loss) is deductible from taxable capital gains
realized in the same year. The amount by which a shareholders allowable
capital loss exceeds the taxable capital gain in a year may be deducted from a
taxable capital gain realized by the shareholder in the three previous or any
subsequent year, subject to certain restrictions in the case of a corporate
shareholder and subject to adjustment when the capital gains inclusion rate in
the year of disposition differs from the inclusion rate in the year the
deduction is claimed.

If a share of common stock of the Company is disposed of to the Company other
than in the open market in the manner in which shares would normally be
purchased by the public, the proceeds

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of disposition will, in general terms, be
considered as limited to the paid-up capital of the share and the balance of
the price paid will be deemed to be a dividend. In the case of a shareholder
that is a corporation, the amount of any capital loss otherwise determined may
be reduced, in certain circumstances, by the amount of dividends previously
received in respect of the shares disposed of, unless the corporation owned the
shares for at least 365 days prior to sustaining the loss and (together with
corporations, persons and other entities, with whom the corporation was not
dealing at arms length) did not own more than five percent of the shares of
any class of the corporation from which the dividend was received. These loss
limitation rules may also apply where a corporation is a member of a
partnership or a beneficiary of a trust that owned the shares disposed of.

Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax
on taxable capital gains, and may deduct allowable capital losses, realized on
a disposition of taxable Canadian property. Shares of common stock of the
Company will constitute taxable Canadian property of a shareholder at a
particular time if the shareholder used the shares in carrying on business in
Canada, or if at any time in the five years immediately preceding the
disposition 25 percent or more of the issued shares of any class or series in
the capital stock of the Company belonged to one or more persons in a group
comprising the
shareholder and persons with whom the shareholder did not deal at arms length
and in certain other circumstances.

The Convention relieves United States residents from liability for Canadian tax
on capital gains derived on a disposition of shares unless (a) the value of the
shares is derived principally from real property in Canada, including the
right to explore for or exploit natural resources and rights to amounts
computed by reference to production, (b) the shareholder was resident in Canada
for 120 months during any period of 20 consecutive years preceding, and at any
time during the 10 years immediately preceding, the disposition and the shares
were owned by him when he or she ceased to be resident in Canada, or (c) the
shares formed part of the business property of a permanent establishment that
the holder has or had in Canada within the 12 months preceding the disposition.

Material United States Federal Income Tax Considerations

The following discussion is based upon the sections of the Internal Revenue
Code of 1986, as amended (the Code), Treasury Regulations, published Internal
Revenue Service (IRS)
rulings, published administrative positions of the IRS and court decisions that
are currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis, at any time. This discussion does
not consider the potential effects, both adverse and beneficial, of any
recently proposed legislation that, if enacted, could be applied, possibly on a
retroactive basis, at any time. The following discussion is for general
information only and it is not intended to be, nor should it be construed to
be, legal or tax advice to any holder or prospective holder of shares of the
Company and no opinion or representation with respect to the United States
Federal income tax consequences to any such holder or prospective holder is
made. Accordingly, holders and prospective holders of shares of the Company
should consult their own tax advisors about the Federal, state, local and
foreign tax consequences of purchasing, owning and disposing of shares of the
Company.

U.S. Holders

As used herein, a U.S. Holder includes a holder of shares of the Company who
is a citizen or resident of the United States, a corporation created or
organized in or under the laws of the United States or of any political
subdivision thereof, any entity that is taxable as a corporation for U.S. tax
purposes and any other person or entity whose ownership of shares of the
Company is

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effectively connected with the conduct of a trade or business in the
United States. A U.S. Holder does not include persons subject to special
provisions of Federal income tax law, such as tax exempt organizations,
qualified retirement plans, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
nonresident alien individuals or foreign corporations whose ownership of shares
of the Company is not effectively connected with conduct of trade or business
in the United States, shareholders who acquired their stock through the
exercise of employee stock options or otherwise as compensation and
shareholders who hold their stock as ordinary assets and not as capital assets.

Distributions on Shares of the Company

U.S. Holders receiving dividend distributions (including constructive
dividends) with respect to shares of the Company are required to include in
gross income for United States Federal income tax purposes the gross amount of
such distributions to the extent that the Company has current or accumulated
earnings and profits as defined under U.S. Federal tax law, without reduction
for any Canadian income tax withheld from such distributions. Such Canadian tax
withheld may be credited, subject to certain limitations, against the U.S.
Holders United States Federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holders United States Federal taxable income by
those who itemize deductions. (See more detailed discussion at Foreign Tax
Credit below). To the extent that distributions exceed current or accumulated
earnings and profits of the Company, they will be treated first as a return of
capital up to the U.S. Holders adjusted basis in the shares and thereafter as
gain from the sale or exchange of the shares. Preferential tax rates for net
capital gains are applicable to a U.S. Holder that is an individual, estate or
trust. There are currently no preferential tax rates for long-term capital
gains for a U.S. Holder that is a corporation.

Dividends paid on the shares of the Company will not generally be eligible for
the dividends received deduction provided to corporations receiving dividends
from certain United States corporations. A U.S. Holder that is a corporation
may, under certain circumstances, be entitled to a 70% deduction of the United
States source portion of dividends received from the Company (unless the
Company qualifies as a foreign personal holding company or a passive foreign
investment company, as defined below) if such U.S. Holder owns shares
representing at least
10% of the voting power and value of the Company. The availability of this
deduction is subject to several complex limitations that are beyond the scope
of this discussion.

In the case of foreign currency received as a dividend that is not converted by
the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have
a tax basis in the foreign currency equal to its U.S. dollar value on the date
of receipt. Generally, any gain or loss recognized upon a subsequent sale or
other disposition of the foreign currency, including the exchange for U.S.
dollars, will be ordinary income or loss. However, for tax years after 1997,
an individual whose realized foreign exchange gain does not exceed U.S. $200
will not recognize that gain, to the extent that there are not expenses
associated with the transaction that meet the requirement for deductibility as
a trade or business expense (other than travel expenses in connection with a
business trip or as an expense for the production of income).

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax
with respect to the ownership of shares of the Company may be entitled, at the
option of the U.S. Holder, to either a deduction or a tax credit for such
foreign tax paid or withheld. Generally, it will be more advantageous to claim
a credit because a credit reduces United States Federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayers income
subject to tax. This election is made on a year-by-year basis and applies to
all foreign taxes paid by (or withheld from) the U.S. Holder during that year.
There are significant and complex limitations that apply

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to the credit, among
which is the general limitation that the credit cannot exceed the proportionate
share of the U.S. Holders United States Federal income tax liability that the
U.S. Holders foreign source income bears to his or its worldwide taxable
income. In the determination of the application of this limitation, the various
items of income and deduction must be classified into foreign and domestic
sources. Complex rules govern this classification process. There are further
limitations on the foreign tax credit for certain types of income such as
passive income, high withholding tax interest, financial services income,
shipping income, and certain other classifications of income. The
availability of the foreign tax credit and the application of the limitations
on the credit are fact specific and holders and prospective holders of shares
of the Company should consult their own tax advisors regarding their individual
circumstances.

In the case of certain U.S. Holders that are corporations (other than
corporations subject to Subchapter S of the Code), owning 10% or more of the
Companys Common Shares, a portion of the qualifying Canadian income tax paid
by the Company will also be available as a foreign tax credit, subject to
certain conditions and limitations, for U.S. federal income tax purposes, at
the election of the U.S. Holder.

Disposition of Shares of the Company

A U.S. Holder will recognize a gain or loss upon the sale of shares of the
Company equal to the difference, if any, between (i) the amount of cash plus
the fair market value of any property received, and (ii) the shareholders tax
basis in the shares of the Company. This gain or loss will be a capital gain or
loss if the shares are a capital asset in the hands of the U.S. Holder, and
will be a short-term or long-term capital gain or loss depending upon the
holding period of the U.S. Holder. Gains and losses are netted and combined
according to special rules in arriving at the overall capital gain or loss for
a particular tax year. Deductions for net capital losses are subject to
significant limitations. Corporate capital losses (other than losses of
corporations electing under Subchapter S or the Code) are deductible to the
extent of capital gains. Non-corporate taxpayers may deduct net capital losses,
whether short-term or long-term, up to U.S. $3,000 a
year (U.S. $1,500 in the case of a married individual filing separately). For
U.S. Holders that are individuals, any unused portion of such net capital loss
may be carried over to be used in later tax years until such net capital loss
is thereby exhausted. For U.S. Holders that are corporations (other than
corporations subject to Subchapter S of the Code), an unused net capital loss
may be carried back three years from the loss year and carried forward five
years from the loss year to be offset against capital gains until such net
capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of this discussion may not
describe the United States Federal income tax consequences resulting from the
holding and disposition of shares of the Company:

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting
power or the total value of the Companys outstanding shares is owned, directly
or indirectly, by five or fewer individuals who are citizens or residents of
the United States and 60% (50% in subsequent years) or more of the Companys
gross income for such year was derived from certain passive sources (e.g., from
dividends received from its subsidiaries), the Company would be treated as a
foreign personal holding company. In that event, U.S. Holders that hold
shares of the Company (on the earlier of the last day of the Companys tax year
or the last date on which the Company was a foreign personal

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holding company)
would be required to include in gross income for such year their allowable
portions of such passive income to the extent the Company does not actually
distribute such income.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Companys
outstanding shares are held, directly or indirectly, by citizens or residents
of the United States, United States domestic partnerships or corporations, or
estates or trusts other than foreign estates or trusts (as defined by the Code
Section 7701 (a)(31)), and the Company is found to be engaged primarily in the
business of investing, reinvesting, or trading in securities, commodities, or
any interest, it is possible that the Company might be treated as a foreign
investment company as defined in Section 1246 of the Code, causing all or part
of any gain realized by a U.S. Holder selling or exchanging shares of the
Company to be treated as ordinary income rather than capital gain.

Passive Foreign Investment Company

As a foreign corporation with U.S. Holders, the Company will be treated as a
passive foreign investment company (PFIC), as defined in Section 1297 of the
Code, if 75% or more of its gross income in a taxable year is passive income,
or the average percentage of the Companys assets (by value) during the taxable
year which produce passive income or which are held for production of same is
at least 50%. Passive income is generally defined to include gross income in
the nature of dividends, interest, royalties, rents and annuities; excess of
gains over losses from certain transactions in any commodities not arising
inter aliafrom a PFIC whose business is actively involved in such commodities;
certain foreign currency gains; and other similar types of income. Foreign
mining companies that are in the exploration stage may have little or no income
from operations and/or may hold substantial cash and short-term securities that
pay interest and dividends while awaiting expenditure in connection with the
business. Given the complexities of
determining what expenditures may be deductible and of how assets held for
production of active income should be valued, the Company, based on advice from
its professional advisers, cannot conclude whether it is a PFIC.

It is not the intention of the Company to be considered a PFIC and the Company
does not consider this to be a material risk. In the event that it were to
become classified as a PFIC, the following should be taken into consideration.
U.S. Holders owning shares of a PFIC are subject to a special tax and to an
interest charge based on the value of deferral of U.S. tax attributable to
undistributed earnings of a PFIC for the period during which the shares of the
PFIC are owned. This special tax would apply to any gain realized on the
disposition of shares of a PFIC. In addition, the gain is subject to U.S.
federal income tax as ordinary income, taxed at top marginal rates, rather than
as capital gain income. The special tax would also be payable on receipt of
excess distributions (any distributions received in the current year that are
in excess of 125% of the average distributions received during the 3 preceding
years or, if shorter, the shareholders holding period). If, however, the U.S.
Holder makes a timely election to treat a PFIC as a qualified electing fund
(QEF) with respect to such shareholders interest and the Company provides an
annual information statement, the above-described rules generally will not
apply. The Company will provide such an information statement upon request
from a U.S. Holder for current and prior taxable years. Instead, the electing
U.S. Holder would include annually in his gross income his pro rata share of
the PFICs ordinary earnings and any net capital gain regardless of whether
such income or gain was actually distributed. A U.S. Holder of a PFIC treated
as a QEF can, however, further elect to defer the payment of United States
Federal income tax on such income and gain inclusions, with tax payments
ultimately requiring payment of an interest factor. In addition, with a timely
QEF election, the electing U.S. Holder will obtain capital gain treatment on
the gain realized on disposition of such U.S. Holders interest in the

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PFIC.
Special rules apply to U.S. Holders who own their interests in a PFIC through
intermediate entities or persons.

Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S.
Holders who hold, actually or constructively, marketable stock of a foreign
corporation that qualifies as a PFIC may elect to mark such stock to the market
(a mark-to-market election). If such an election is made, such U.S. Holder
will not be subject to the special taxation rules of PFIC described above for
the taxable years for which the mark-to-market election is made. A U.S. Holder
who makes such an election will include in income for the taxable year an
amount equal to the excess, if any, of the fair market value of the shares of
the Company as of the close of such tax year over such U.S. Holders adjusted
basis in such shares. In addition, the U.S. Holder is allowed a deduction for
the lesser of (i) the excess, if any, of such U.S. Holders adjusted tax basis
in the shares over the fair market value of such shares as of the close of the
tax year, or (ii) the excess, if any of (A) the mark-to-market gains for the
shares in the Company included by such U.S. Holder for prior tax years,
including any amount which would have been included for any prior year but for
Section 1291 interest on tax deferral rules discussed above with respect to a
U.S. Holder, who has not made a timely QEF election during the year in which he
holds (or is deemed to have held) shares in the Company and the Company is a
PFIC (Non-Electing U.S. Holder), over (B) the mark-to-market losses for
shares that were allowed as deductions for prior tax years. A U.S. Holders
adjusted tax basis in the shares of the Company will be increased or decreased
to reflect the amount included or deducted as a result of mark-to-market
election. A mark-to-market election will apply to the tax year for which the
election is made and to all later tax years, unless the PFIC stock ceases to be
marketable or the IRS consents to the revocation of the election.

The IRS has issued proposed regulations that, subject to certain exceptions,
would treat as taxable certain transfers of PFIC stock by a Non-Electing U.S.
Holder that are generally not otherwise taxed, such as gifts, exchanges
pursuant to corporate reorganizations, and transfers at death. Generally, in
such cases, the basis of the Companys shares in the hands of the transferee
and the basis of any property received in the exchange for those shares would
be increased by the amount of gain recognized. A U.S. Holder who has made a
timely QEF election (as discussed herein) will not be taxed on certain
transfers of PFIC stock, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death. The transferees basis in this case
will depend on the manner of the transfer. The specific tax effect to the U.S.
Holder and the transferee may vary based on the manner in which the shares of
the Company are transferred. Each U.S. Holder should consult a tax advisor
with respect to how the PFIC rules affect their tax situation.

The PFIC and QEF election rules are complex. U.S. Holders should consult a tax
advisor regarding the availability and procedure for making the QEF election as
well as the applicable method for recognizing gains or earnings and profits
under the foregoing rules.

Controlled Foreign Corporation

If more than 50% of the voting power of all classes of stock or the total value
of the stock of the Company is owned, directly or indirectly, by citizens or
residents of the United States, United States domestic partnerships and
corporations or estates or trusts other than foreign estates or trusts, each of
whom own 10% or more of the total combined voting power of all classes of stock
of the Company (United States shareholder), the Company could be treated as a
controlled foreign corporation under Subpart F of the Code. This
classification would effect many complex results including the required
inclusion by such United States shareholders in income of their pro rata share
of Subpart F income (as specially defined by the Code) of the Company.
Subpart F requires current inclusions in the income of United States
shareholders to the extent of a

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controlled foreign corporations accumulated
earnings invested in excess passive assets (as defined by the Code). In
addition, under Section 1248 of the Code, a gain from the sale or exchange of
shares by a U.S. Holder who is or was a United States shareholder at any time
during the five year period ending with the sale or exchange is treated as
ordinary dividend income to the extent of earnings and profits of the Company
attributable to the stock sold or exchanged. Because of the complexity of
Subpart F, and because it is not clear that Subpart F would apply to the U.S.
Holders of shares of the Company, a more detailed review of these rules is
outside of the scope of this discussion.

If the Company is both a PFIC and controlled foreign corporation. the company
will generally not be treated as a PFIC with respect to United States
shareholders of the controlled foreign corporation. This rule generally will
be effective for taxable years of the Company ending with or within such
taxable years of United States shareholders.

The foregoing summary is a general discussion of the material United States
Federal income tax considerations to U.S. holders of shares of the Company
under current law. It does not discuss all the tax consequences that may be
relevant to particular holders in light of their circumstances or to holders
subject to special rules, such as tax-exempt organizations, qualified
retirement plans, financial institutions, insurance companies, real estate
investment trusts, regulated investment companies, broker-dealers, non-resident
alien individuals or foreign corporations whose ownership of shares of the
Company is not effectively connected with the conduct of a trade or
business in the United States, shareholders who acquired their stock through
the exercise of employee stock options or otherwise as compensation,
shareholders who hold their stock as ordinary assets and not capital assets and
any other non-U.S. holders. In addition, U.S. holders may be subject to state,
local or foreign tax consequences. This discussion is not intended to be, nor
should it be construed to be, legal or tax advice to any holder or prospective
holder of shares of the Company and no opinion or representation with respect
to the United States Federal income tax consequences to any such holder or
prospective holder is made. Holders and prospective holders should therefore
consult with their own tax advisors with respect to their particular
circumstances.

Management believes this discussion covers all material tax consequences.

E. Dividends and Paying Agents

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.

G. Statements by Experts

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.

H. Documents on Display

Copies of the Companys exhibits and documents are available for inspection at
the Companys registered office located at 161 Bay Street, Suite 3900, Toronto,
Ontario, Canada M5J 2S1

L. Subsidiary Information

The information referred to in this section is not required for reports filed
in the United States.

57



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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a precious metals exploration company with no gold production as
of this time and no debt. The Company has not entered into any financial
instruments or derivatives and has no hedging arrangements. The Companys
revenues are derived from: interest income, which is dependant on available
cash balances and prevailing interest rates; management and advisory service
fees, which are dependant on the level of exploration expenditures managed by
the Company; and returns on investments, which are dependant on the prevailing
market at the time of sale.

The US dollar is the reporting currency of the Company. Although the Company
is mainly focused in Ghana, only a portion of its costs are incurred in the
local currency. The Company has not entered into any currency hedging
programs.

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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

This Form 20-F is being filed as an Annual Report under the Exchange Act and,
as such, there is no requirement to provide the information called for by this
section.




PART II




ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

The Company has no debt and the Company does not declare or pay dividends.
There are no defaults or delinquencies.




ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Neither the Company nor any other person has modified any instrument defining
the rights of the holders of any class of registered securities. There has
been no change in the trustees or paying agents for any of the Companys
securities during the previous fiscal year.




ITEM 15. [RESERVED]




ITEM 16. [RESERVED]




PART III




ITEM 17. FINANCIAL STATEMENTS

The audited financial statements as at December 31, 2001 and 2000, and for the
years ended December 31, 2001, 2000 and 1999, are attached and incorporated
herein at the end of this document.




ITEM 18. FINANCIAL STATEMENTS

See Item 17.




ITEM 19. EXHIBITS

The Certificate of Incorporation and By-Laws have been previously filed.

59



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APPENDIX

Audited financial statements as at December 31, 2001 and 2000 and for the years
ended December 31, 2001, 2000 and 1999.




SIGNATURE

The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this registration statement [annual report] on its behalf.

| |  |                                                                
| |  | ---------------------------------------------------------------
| |  | Moydow Mines International Inc.
/s/ Michael Power              
| |  |                                                                
| |  | Name: Michael Power
Title: Director, Vice President
& Secretary

Date: December 20, 2002

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| | PricewaterhouseCoopers LLP
Chartered Accountants
Mississauga Executive Centre
One Robert Speck Parkway
Suite 1100
Mississauga, Ontario
Canada L4Z 3M3
Telephone +1 905 949 7400
Facsimile +1 905 949 7415
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

April 18, 2002

Auditors Report

To the Shareholders and Directors

We have audited the consolidated balance sheet of Moydow Mines International
Inc. (an exploration entity) as at December 31, 2001 and the consolidated
statements of operations and deficit and cash flows for the year then ended.
These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in Canada and the United States of America. Those standards require
that we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at December 31, 2001 and the
results of its operations and its cash flows for the year then ended in
accordance with Canadian generally accepted accounting principles.

The consolidated financial statements as at December 31, 2000 and for the year
then ended and the year ended December 31, 1999 were audited by other auditors
who expressed an opinion without reservation on those statements in their
report dated February 22, 2001.

Chartered Accountants





PricewaterhouseCoopers refers to the Canadian firm of
PricewaterhouseCoopers LLP and other members of the worldwide
PricewaterhouseCoopers organization.





---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
CONSOLIDATED BALANCE SHEETS
(expressed in United States dollars, unless otherwise stated)
As at December 31



---

|                                           |  |      |            |      |  |  |            |  
|------------------------------------------ |  | ---- | ---------- | ---- |  |  | ---------- | -
|                                           |  | 2001 |            | 2000
|                                           |  | $    |            | $   
|                                           |  |      |            |     
|Assets                                     |  |      |            |      |  |  |            |  
|Current assets                             |  |      |            |      |  |  |            |  
|Cash and cash equivalents                  |  |      | 1,933,038  |      |  |  | 3,361,535  |  
|Accounts receivable and prepaid expenses   |  |      | 33,320     |      |  |  | 62,628     |  
|                                           |  |      |            |      |  |  |            |  
|Total current assets                       |  |      | 1,966,358  |      |  |  | 3,424,163  |  
|Mineral properties (Note 3)                |  |      | 4,384,518  |      |  |  | 3,387,674  |  
|Other assets (Note 4)                      |  |      | 71,234     |      |  |  | 129,718    |  
|                                           |  |      |            |      |  |  |            |  
|Total assets                               |  |      | 6,422,110  |      |  |  | 6,941,555  |  
|                                           |  |      |            |      |  |  |            |  
|Liabilities                                |  |      |            |      |  |  |            |  
|Current liabilities                        |  |      |            |      |  |  |            |  
|Accounts payable and accrued liabilities   |  |      | 295,560    |      |  |  | 245,712    |  
|                                           |  |      |            |      |  |  |            |  
|Total liabilities                          |  |      | 295,560    |      |  |  | 245,712    |  
|Shareholders equity                       |  |      |            |      |  |  |            |  
|Capital stock (Note 5)                     |  |      | 15,165,390 |      |  |  | 15,165,390 |  
|Deficit                                    |  |      | (9,038,840 | )    |  |  | (8,469,547 | )
|                                           |  |      |            |      |  |  |            |  
|Total shareholders equity                 |  |      | 6,126,550  |      |  |  | 6,695,843  |  
|                                           |  |      |            |      |  |  |            |  
|Total liabilities and shareholders equity |  |      | 6,422,110  |      |  |  | 6,941,555  |  
|                                           |  |      |            |      |  |  |            |  

Nature of operations (Note 1)
Commitments (Note 3)

The accompanying notes to the consolidated financial statements are an integral
part of these statements.

Approved by the Board

|                         |  |                               
|------------------------ |  | ------------------------------
|Brian Kiernan          |  | Sylvester P. Boland         
|Brian Kiernan (Director) |  | Sylvester P. Boland (Director)





---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(expressed in United States dollars, unless otherwise stated)
For the years ended December 31



---

|                                                              |  |      |            |      |  |      |            |   |  |  |            |  
|------------------------------------------------------------- |  | ---- | ---------- | ---- |  | ---- | ---------- | - |  |  | ---------- | -
|                                                              |  | 2001 |            | 2000 |  | 1999
|                                                              |  | $    |            | $    |  | $   
|                                                              |  |      |            |      |  |     
|Revenues                                                      |  |      |            |      |  |      |            |   |  |  |            |  
|Operators fees                                               |  |      |           |      |  |      | 81,122     |   |  |  | 230,761    |  
|Advisory services                                             |  |      |           |      |  |      | 118,462    |   |  |  | 101,126    |  
|                                                              |  |      |            |      |  |      |            |   |  |  |            |  
|                                                              |  |      |           |      |  |      | 199,584    |   |  |  | 331,887    |  
|Expenses                                                      |  |      |            |      |  |      |            |   |  |  |            |  
|General and administrative expenses (Note 6)                  |  |      | 565,998    |      |  |      | 1,165,064  |   |  |  | 810,929    |  
|Write down of mineral properties                              |  |      | 52,622     |      |  |      | 414,008    |   |  |  | 605,056    |  
|Write down of investment in Wassa Holdings (Note 4)           |  |      |           |      |  |      |           |   |  |  | 4,111,227  |  
|Amortization of capital assets                                |  |      | 10,905     |      |  |      | 8,100      |   |  |  | 6,780      |  
|Foreign exchange loss (gain)                                  |  |      | 23,699     |      |  |      | 38,476     |   |  |  | (9,160     | )
|                                                              |  |      |            |      |  |      |            |   |  |  |            |  
|                                                              |  |      | 653,224    |      |  |      | 1,625,648  |   |  |  | 5,524,832  |  
|                                                              |  |      |            |      |  |      |            |   |  |  |            |  
|Other income and expenses                                     |  |      |            |      |  |      |            |   |  |  |            |  
|Gain (loss) on sale of other assets                           |  |      | (22,135    | )    |  |      | 38,128     |   |  |  | 30,009     |  
|Write-down of other assets                                    |  |      |           |      |  |      | (37,648    | ) |  |  | (7,103     | )
|Interest income                                               |  |      | 106,066    |      |  |      | 235,599    |   |  |  | 62,307     |  
|                                                              |  |      |            |      |  |      |            |   |  |  |            |  
|                                                              |  |      | 83,931     |      |  |      | 236,079    |   |  |  | 85,213     |  
|                                                              |  |      |            |      |  |      |            |   |  |  |            |  
|Net loss for the year                                         |  |      | (569,293   | )    |  |      | (1,189,985 | ) |  |  | (5,107,732 | )
|                                                              |  |      |            |      |  |      |            |   |  |  |            |  
|Consolidated statements of deficit                            |  |      |            |      |  |      |            |   |  |  |            |  
|Deficit, beginning of year                                    |  |      | (8,469,547 | )    |  |      | (7,279,562 | ) |  |  | (2,171,830 | )
|Net loss for the year                                         |  |      | (569,293   | )    |  |      | (1,189,985 | ) |  |  | (5,107,732 | )
|                                                              |  |      |            |      |  |      |            |   |  |  |            |  
|Deficit, end of year                                          |  |      | (9,038,840 | )    |  |      | (8,469,547 | ) |  |  | (7,279,562 | )
|                                                              |  |      |            |      |  |      |            |   |  |  |            |  
|Basic and diluted loss per common share (Note 2)              |  |      | (0.02      | )    |  |      | (0.05      | ) |  |  | (0.29      | )
|                                                              |  |      |            |      |  |      |            |   |  |  |            |  
|Weighted average number of common shares
outstanding (Note 2) |  |      | 27,026,514 |      |  |      | 22,936,087 |   |  |  | 17,627,912 |  
|                                                              |  |      |            |      |  |      |            |   |  |  |            |  

The accompanying notes to the consolidated financial statements are an integral
part of these statements.





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##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in United States dollars, unless otherwise stated)
For the years ended December 31



---

|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |           |  
|----------------------------------------------------------- | --------------------------------------------------------- |  | ---------- | ------ | ---- |  | ---------- | --------- | - |  | ---------- | --------- | -
|                                                            |                                                           |  | 2001       |        | 2000 |  | 1999      
|                                                            |                                                           |  | $          |        | $    |  | $         
|                                                            |                                                           |  |            |        |      |  |           
|Operating activities                                        |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Net loss for the year                                       |                                                           |  | (569,293   | )      |      |  | (1,189,985 | )         |   |  | (5,107,732 | )        
|Adjustments for non-cash items:                             |                                                           |  |            |        |      |  |            |           |   |  |            |          
|                                                            | Write down of mineral properties                          |  |            | 52,622 |      |  |            | 414,008   |   |  |            | 605,056   |  
|                                                            | Write down of investment in Wassa Holdings                |  |            |       |      |  |            |          |   |  |            | 4,111,227 |  
|                                                            | Amortization of capital assets                            |  |            | 10,905 |      |  |            | 8,100     |   |  |            | 6,780     |  
|                                                            | Loss (gain) on sale of other assets                       |  |            | 22,135 |      |  |            | (38,128   | ) |  |            | (30,009   | )
|                                                            | Write-down of other assets                                |  |            |       |      |  |            | 37,648    |   |  |            | 7,103     |  
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|                                                            |                                                           |  | (483,631   | )      |      |  | (768,357   | )         |   |  | (407,575   | )        
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Changes in non-cash working capital:                        |                                                           |  |            |        |      |  |            |           |   |  |            |          
|                                                            | Accounts receivable and prepaid expenses                  |  |            | 29,308 |      |  |            | 215,676   |   |  |            | (103,574  | )
|                                                            | Inventory                                                 |  |            |       |      |  |            |          |   |  |            | 1,618     |  
|                                                            | Accounts payable and accrued liabilities                  |  |            | 49,848 |      |  |            | (581,817  | ) |  |            | 119,102   |  
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|                                                            |                                                           |  | 79,156     |        |      |  | (366,141   | )         |   |  | 17,146     |          
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Cash flow used in operating activities                      |                                                           |  | (404,475   | )      |      |  | (1,134,498 | )         |   |  | (390,429   | )        
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Investing activities                                        |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Purchase of capital assets                                  |                                                           |  |           |        |      |  | (8,767     | )         |   |  | (83,454    | )        
|Exploration of mineral properties                           |                                                           |  | (1,027,503 | )      |      |  | (1,056,537 | )         |   |  | (461,969   | )        
|Proceeds from sale of investments and other assets          |                                                           |  | 3,481      |        |      |  | 62,279     |           |   |  | 181,531    |          
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Cash flow used in investing activities                      |                                                           |  | (1,024,022 | )      |      |  | (1,003,025 | )         |   |  | (363,892   | )        
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Financing activities                                        |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Proceeds from issue of share capital                        |                                                           |  |           |        |      |  | 93,914     |           |   |  | 1,603,922  |          
|Proceeds from issue of special warrants, net of issue costs |                                                           |  |           |        |      |  | (61,034    | )         |   |  | 3,569,827  |          
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Cash flow from financing activities                         |                                                           |  |           |        |      |  | 32,880     |           |   |  | 5,173,749  |          
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|(Decrease) increase in cash and cash equivalents            |                                                           |  | (1,428,497 | )      |      |  | (2,104,643 | )         |   |  | 4,419,428  |          
|Cash and cash equivalents at beginning of year              |                                                           |  | 3,361,535  |        |      |  | 5,466,178  |           |   |  | 1,046,750  |          
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Cash and cash equivalents at end of year                    |                                                           |  | 1,933,038  |        |      |  | 3,361,535  |           |   |  | 5,466,178  |          
|                                                            |                                                           |  |            |        |      |  |            |           |   |  |            |          
|Non-cash financing and investing activities:                |                                                           |  |            |        |      |  |            |           |   |  |            |          
|                                                            | Issuance of share capital on exercise of special
warrants |  |            |       |      |  |            | 3,508,793 |   |  |            |          |  
|Supplemental cash flow information:                         |                                                           |  |            |        |      |  |            |           |   |  |            |          
|                                                            | Interest paid                                             |  |            |       |      |  |            |          |   |  |            |          |  
|                                                            | Income taxes paid                                         |  |            |       |      |  |            |          |   |  |            |          |  

The accompanying notes to the consolidated financial statements are an integral
part of these statements.





---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



|1. |  | NATURE OF OPERATIONS
|-- |  | --------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Moydow Mines International Inc. (Moydow Mines or the Company) is
engaged in the acquisition and exploration of gold properties,
principally in West Africa. The Company has been active in Ghana since
1992 and has operating offices in Ireland, Ghana and Canada. At December
31, 2001, the Companys principal asset is a 50% interest in the
Ntotoroso gold property in Ghana (see Note 3). Moydow Mines common
shares are listed on the Toronto Stock Exchange.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company is exploring its mineral properties and as at December 31,
2001, had not determined the existence of economically recoverable
reserves (see Note 3). The recoverability of the amounts shown for
mineral properties is dependent upon the existence of economically
recoverable mineral reserves, the ability of the Company to obtain the
necessary financing to complete the exploration and development of the
mineral properties and future profitable production or proceeds from the
disposition of the mineral properties, all of which are uncertain.



|2. |  | SIGNIFICANT ACCOUNTING POLICIES
|-- |  | -------------------------------



| |                                        
| | ---------------------------------------
| | Basis of presentation and consolidation



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | These consolidated financial statements have been prepared in accordance
with Canadian generally accepted accounting principles, which conform, in
all material respects, with the measurement principles of generally
accepted accounting principles in the United States, except as explained
in Note 9. The consolidated financial statements include the accounts of
the Company, its subsidiaries and a proportionate share of the Companys
interests in joint ventures. Interests in associated companies, which
are not controlled but over which the Company has the ability to exercise
significant influence, are accounted for using the equity method. All
significant inter-company accounts and transactions have been eliminated.



| |                 
| | ----------------
| | Use of estimates



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The preparation of financial statements in conformity with Canadian
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant areas requiring the
use of management estimates are recoverability of mineral property
deferred costs and impairment of investments. Financial results as
determined by actual events could differ materially from those estimates.



| |                          
| | -------------------------
| | Cash and cash equivalents



| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cash and cash equivalents consist of highly liquid investments that are
readily convertible to known amounts of cash and have maturities of three
months or less at acquisition.



| |            
| | -----------
| | Investments



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Investments in companies where the Company has the ability to exercise
significant influence over the operating, financing and investing
activities of the Company are accounted for using the equity method,
whereby the cost of the investment is adjusted for the Companys share of
post-acquisition earnings or losses. Investments in shares of other
companies are carried at cost less any provision for permanent impairment
in value.



| |               
| | --------------
| | Capital assets



| |                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Capital assets are stated at cost less accumulated amortization.
Amortization is provided using the straight-line method at rates
sufficient to amortize costs over the estimated useful lives of the
assets, which range between four and six years. Amortization of
equipment used in exploration activities has been included in exploration
expenditures.

(1)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



| |                   
| | ------------------
| | Mineral properties



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Acquisition costs of mineral properties, together with direct exploration
and development expenses incurred thereon, are deferred and capitalized
on a property by property basis. Upon reaching commercial production,
these capitalized costs are transferred from exploration properties to
producing properties on the consolidated balance sheets and are amortized
into operations using the unit-of-production method over the estimated
useful life of the estimated related ore reserves.



| |                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the event that the long-term expectation is that the net carrying
amount of these capitalized exploration costs will not be recovered, the
carrying amount is written down accordingly and the write-down amount
charged to operations. Such would be indicated where:



| |                      
| | ---------------------
| | Producing properties:



| |  |  | The carrying amounts of the capitalized costs exceed
the related estimated undiscounted net cash flows of proven
reserves;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |                        
| | -----------------------
| | Exploration properties:



| |  |  | Exploration activities have ceased;                                                                        
| | - |  | -----------------------------------------------------------------------------------------------------------
|
| |  |  | Exploration results are not promising such that
exploration will not be planned for the foreseeable future;
|
| |  |  | Lease ownership rights expire; or                                                                          
|
| |  |  | Insufficient funding is available to complete the exploration program;                                     



| |                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The amount shown for mineral properties represents costs incurred to date
net of recoveries from option or joint venture participants and
write-downs, and does not necessarily reflect present or future values.



| |                                
| | -------------------------------
| | Translation of foreign currency



| |                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The financial statements are presented in United States dollars unless
otherwise indicated. Transactions denominated in foreign currencies are
translated into United States dollars at the rate prevailing at the time
of the transactions.



| |                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At the balance sheet date, monetary assets and liabilities denominated in
foreign currencies are translated at the period-end rate of exchange.
Exchange gains and losses arising on translation or settlement of foreign
currency denominated monetary items are included in the determination of
income (loss) for the period.



| |                      
| | ---------------------
| | Loss per common share



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Basic loss per share is computed by dividing the loss for the year by the
weighted average number of common shares outstanding during the year,
including contingently issuable shares which are included when the
conditions necessary for issuance have been met, but excluding
contingently returnable shares until all conditions necessary for their
release from escrow have been satisfied. Diluted earnings per share are
calculated in a manner similar to basic earnings per share, except the
weighted average shares outstanding are increased to include potential
common shares from the assumed exercise of options and warrants, if
dilutive. The number of additional shares included in the calculation is
based on the treasury stock method for options and warrants and on the as
if converted method for convertible securities.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the year ended December 31, 2001, the Company changed its method
of accounting for earnings per share to comply with the revised standard
issued by the Canadian Institute of Chartered Accountants Handbook,
section 3500, Earnings per share. As a result of this change, basic
loss per share increased from $0.04 per share to $0.05 per share for 2000
and from $0.22 per share to $0.29 per share for 1999. Diluted loss per
share under the new standard for each of 2000 and 1999 is the same as
basic loss per share as the effect of outstanding options and warrants
would be antidilutive.

(2)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



| |                      
| | ---------------------
| | Financial instruments



| |                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As at December 31, 2001 and 2000, the carrying values of the Companys
cash and cash equivalents, accounts receivable and accounts payable and
accrued liabilities approximate their fair values due to the short term
to maturity of these financial instruments. The fair value of the
Companys investments is disclosed in Note 4.



| |                  
| | -----------------
| | Stock option plan



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company has a stock option plan (the Plan), which has been approved
by shareholders, that allows the Company to grant up to four million
stock options to officers, directors, employees and consultants. Under
the Plan, options are non-assignable and may be granted for a term not
exceeding 10 years. The number of common shares that may be reserved for
issuance to any one person pursuant to options must not exceed 5% of the
outstanding common shares. The exercise price of an option may not be
lower than the closing price of the common shares on the Toronto Stock
Exchange on the business day immediately preceding the date the options
are granted. No compensation expense is recorded when options are
granted. Any consideration paid by directors or employees on exercise of
stock options is credited to share capital.



| |             
| | ------------
| | Income taxes



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The provision for future income taxes is based on the asset and liability
method. Future income taxes arise from the recognition of the tax
consequences of temporary differences by applying statutory tax rates
applicable to future years to differences between the financial
statements carrying amounts and the tax bases of certain assets and
liabilities. The Company records a valuation allowance against any
portion of those future income tax assets that it believes will, more
likely than not, fail to be realized.



|3. |  | MINERAL PROPERTIES
|-- |  | ------------------



| |                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company, either directly or under certain joint ventures, has
obligations to expend various amounts on its mineral properties and
projects in order to keep its property rights in good standing. All
agreements are in the normal course of business. Mineral exploration
projects in West Africa and North America are described below and are
recorded with carrying values as follows:

|                        |  |             |           |             |  |             |           |               |  |                |         |       |  |   |          |   |  |   |          |   |  |   |           |  
|----------------------- |  | ----------- | --------- | ----------- |  | ----------- | --------- | ------------- |  | -------------- | ------- | ----- |  | - | -------- | - |  | - | -------- | - |  | - | --------- | -
|                       
|                        |  | West Africa |           | West Africa |  | Other       |           |               |  |                |         |       |  |   |          |   |  |  
|                        |  | Ntotoroso   |           | Kanyankaw   |  | West Africa |           | North America |  | Other Projects |         | Total
|                       
|Balance  Jan. 1, 1999  |  | $           | 893,900   |             |  | $           | 1,185,135 |               |  | $              | 12,516  |       |  | $ | 177,996  |   |  | $ | 569,468  |   |  | $ | 2,839,015 |  
|Costs                   |  |             | 179,910   |             |  |             | 33,992    |               |  |                | 86,230  |       |  |   |         |   |  |   | 184,039  |   |  |   | 484,171   |  
|Write down              |  |             |          |             |  |             |          |               |  |                |        |       |  |   |         |   |  |   | (605,056 | ) |  |   | (605,056  | )
|                       
|Balance  Dec. 31,
1999 |  |             | 1,073,810 |             |  |             | 1,219,127 |               |  |                | 98,746  |       |  |   | 177,996  |   |  |   | 148,451  |   |  |   | 2,718,130 |  
|Costs                   |  |             | 740,154   |             |  |             | 110,161   |               |  |                | 145,676 |       |  |   | 20,780   |   |  |   | 66,781   |   |  |   | 1,083,552 |  
|Write down              |  |             |          |             |  |             |          |               |  |                |        |       |  |   | (198,776 | ) |  |   | (215,232 | ) |  |   | (414,008  | )
|                       
|Balance  Dec. 31,
2000 |  |             | 1,813,964 |             |  |             | 1,329,288 |               |  |                | 244,422 |       |  |   |         |   |  |   |         |   |  |   | 3,387,674 |  
|Costs                   |  |             | 602,590   |             |  |             | 18,634    |               |  |                | 290,734 |       |  |   | 84,886   |   |  |   | 52,622   |   |  |   | 1,049,466 |  
|Write down              |  |             |          |             |  |             |          |               |  |                |        |       |  |   |         |   |  |   | (52,622  | ) |  |   | (52,622   | )
|                       
|Balance  Dec. 31,
2001 |  | $           | 2,416,554 |             |  | $           | 1,347,922 |               |  | $              | 535,156 |       |  | $ | 84,886   |   |  | $ |         |   |  | $ | 4,384,518 |  
|                       

(3)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



| |                              
| | -----------------------------
| | West Africa                  
| |                              
| | Ntotoroso Gold Project, Ghana



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company holds a 50% joint venture interest in Rank Mining Company
Limited (Rank). Rank holds a thirty year mining lease on the Ntotoroso
property in the Yamfo-Sefwi gold belt in Ghana. Under the terms of the
Rank Farm-In Shareholders Agreement (the RFS Agreement) with LaSource
SAS, now Normandy LaSource SAS (LaSource), LaSource agreed to invest
$2,500,000 in Rank to fund exploration and development activities in
respect of the Ntotoroso licence area to earn a 40% interest in Rank.
The RFS Agreement provided LaSource with the right to earn up to a 50%
interest in Rank by funding a further $4 million of exploration
expenditures. As at December 31, 2001, LaSource had advanced a total of
$6,827,636 (2000  $6,536,696) under the RFS Agreement, and have earned a
50% interest in Rank. Moydow and LaSource are now funding the Ntotoroso
Gold project on an equal basis.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During 2000, the Company entered into the Rank Development and Production
Agreement (the RDP Agreement) with LaSource and its affiliate Normandy
Ghana Gold Limited (Normandy Ghana). Normandy Ghana holds concessions
adjacent to Ranks Ntotoroso property that are the subject of a detailed
feasibility study under preparation by Normandy Ghana. The RDP Agreement
sets forth the terms under which, subject to completion of acceptable
feasibility studies by Rank and Normandy Ghana on their respective
properties, the Company and Normandy Ghana would participate in the
development, mining and processing of ore from Ranks Ntotoroso property.
The RDP Agreement modifies portions of the RFS Agreement such that the
Company may elect to share in development and mining costs, or be carried
through to economic completion and have Rank ore milled in consideration
of a toll treatment charge. The RDP Agreement terminates on July 24,
2002, unless the Rank and Normandy Ghana feasibility studies have been
approved.



| |                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------
| | Rank has completed a feasibility study on the Ntotoroso property that
indicates the existence of reserves that may be economically recoverable.



| |                         
| | ------------------------
| | Kanyankaw Project, Ghana



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company holds a joint venture interest in the Kanyankaw gold property
in Ghana with Antubia Resources Limited (Antubia), a subsidiary of
Glencar Mining plc. Antubia earned a 50% interest in the property in
1995. The Company and Antubia entered into an agreement on January 25,
2000, that splits the property into two licenses. Application for the
property split was approved by the Ghanaian Minerals Commission.
Pursuant to this agreement, the Company holds the licence for the eastern
half of the property which contains the old gold workings at Kanyankaw
(the Kanyankaw East Property) and Antubia holds the licence to the
western half which contains the old workings at Asheba (the Kanyankaw
West Property). Pursuant to the agreement, each party has the right to
back-in and acquire an interest in the other partys property (40% in the
case of the Kanyankaw East Property and 44% in the case of the Kanyankaw
West Property). In order to exercise a back-in right, the option holder
must have performed a minimum of 5,000 metres of drilling on the option
holders property. The payment is calculated by multiplying the number of
metres of drilling completed by the option issuer by a figure ranging
between US$50 and US$100 (depending on the overall number of drill holes
completed by the option issuer).



| |                      
| | ---------------------
| | Other West Africa    
|
| | Hwidem Project, Ghana



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company was granted a two year prospecting licence on August 18,
2000, by the Minister for Energy and Mines in Ghana. The licence area
covers 24.7 square kilometres and it adjoins the Kanyase-Ntotoroso area
currently under lease to Rank Mining Company Limited. The committed
minimum exploration expenditures on the licence is $523,000 of which
$150,566 had been spent at December 31, 2001. If gold mineralization does
not exist in sufficient quantities in the area to warrant completion of
the work program, the Company shall not be liable for any shortfall on
the committed minimum exploration expenditures.

(4)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Yamfo Project, Ghana                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | The Company was granted a two year prospecting licence on August 18,
2000, by the Minister for Energy and Mines in Ghana. The licence area
covers 45.27 square kilometres and is located South West Yamfo, Brong
Ahafo Region. The committed minimum exploration expenditures on the
licence is $384,000 of which $82,505 had been spent at December 31, 2001.
If gold mineralization does not exist in sufficient quantities in the
area to warrant completion of the work program, the Company shall not be
liable for any shortfall on the committed minimum exploration
expenditures.



| |                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Ngodiarala Project, Mali                                                                                                                                                                                                                                       
|
| | The Company has been granted a three year exploration permit on the
Ngodiarala licence in southern Mali. The future financial commitments
attaching to the permit are: 2002  $30,000, 2003  $70,000
and 2004  $70,000.
The permit expires December 30, 2004.



| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | North America                                                                                                                                        
|
| | The Company is exploring three unpatented mining claim groups in Elko
County, Nevada: the Donegal-Kilkenny group, Tipperary group and Neponset
group.



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Other Projects                                                                                                                                                                                                                                                   
|
| | During 1999, the Company decided not to continue with the renewal
application of the Kissi Kissi, Guinea, licence due to the political and
economical uncertainty in the region and, accordingly, wrote-off its
investment in the amount of $605,056 during 1999.



| |                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During 2000, the Company gave notice to the syndicate members that it no
longer wished to continue with its 20% working interest in the Slave
Diamond Syndicate, Northwest Territories. Accordingly, the Company
wrote-off its investment in the amount of $181,360 during 2000.



| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | During 2001, the Company incurred and wrote-off costs of $52,622 relating
to other exploration projects which will not be pursued.



|4. |  | OTHER ASSETS
|-- |  | ------------

|                                                                     |  |      |         |      |  |  |         | 
|-------------------------------------------------------------------- |  | ---- | ------- | ---- |  |  | ------- | 
|                                                                     |  | 2001 |         | 2000
|                                                                     |  | $    |         | $   
|                                                                     |  |      |         |     
|Capital assets at cost                                               |  |      | 157,623 |      |  |  | 174,170 | 
|Accumulated amortization                                             |  |      | 101,909 |      |  |  | 80,309  | 
|                                                                     |  |      |         |      |  |  |         | 
|Net book value                                                       |  |      | 55,714  |      |  |  | 93,861  | 
|Investments
at cost (quoted market value  $15,970 (2000  $35,857)) |  |      | 15,520  |      |  |  | 35,857  | 
|Investments in equity associate                                      |  |      |        |      |  |  |        | 
|                                                                     |  |      |         |      |  |  |         | 
|                                                                     |  |      | 71,234  |      |  |  | 129,718 | 
|                                                                     |  |      |         |      |  |  |         | 

(5)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



| |                               
| | ------------------------------
| | Investment in Equity Associate
| |                               
| | Wassa Mining Lease, Ghana     



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company owns a 34% interest in Wassa Holdings Limited (Wassa
Holdings), which owns a 90% interest in Satellite Goldfields Limited
(Satellite). Satellite holds a mining lease which covers the Wassa
gold mine in Ghana. Capital investment for the mine was provided by
$42.5 million of project financing from Standard Bank of London and The
Commonwealth Development Corporation. The project financing is
collateralized by the assets of Satellite as well as collateral security
from the obligors, including the shares of Satellite held by Wassa
Holdings. The Company granted the lenders a first fixed charge on its
shares of Wassa Holdings and provided collateral for the obligations of
Wassa Holdings to the lenders to the extent of the value of its shares of
Wassa Holdings. The investment in Wassa Holdings has been accounted for
as an equity associate.



| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Because the Companys share of the losses in Wassa Holdings for 1999
exceeded the carrying value of its equity investment, the Company has
written down the carrying value of its investment to nil.



| |                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Satellite was notified during 2001 that certain terms of the project
financing loan agreement were technically in default. Standard Bank of
London, the senior lender, subsequently enforced its security and
appointed a receiver in November 2001. As a result of these issues,
financial statements for 2000 and 2001 are not available.



| |                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In November 2001, Satellite Goldfields Limited signed a letter with
Golden Star Resources Limited (Golden Star) and the Senior Secured
Lenders to the Wassa gold project setting out the intention to conclude
an agreement for the purchase by Golden Star of certain of the assets and
business comprising the Wassa gold mine in Ghana.



| |                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------
| | A summary of the consolidated statement of operations of Wassa Holdings
for the year ended December 31, 1999 is as follows:

|                                    |  |                                            |             |              |             |  
|----------------------------------- |  | ------------------------------------------ | ----------- | ------------ | ----------- | -
|                                    |  |                                            |             | Year ended  
|                                    |  |                                            |             | December 31,
|                                    |  |                                            |             | 1999        
|                                    |  |                                            |             |             
|Revenues                            |  | $                                          | 26,650,761  |             
|Cost of sales  Operating costs     |  |                                            | (18,180,063 | )           
|                                    |  | Depreciation, amortization
and reclamation |             |              | (13,457,939 | )
|Impairment provision                |  |                                            | (12,014,292 | )           
|                                    |  |                                            |             |             
|                                    |  |                                            | (43,652,294 | )           
|                                    |  |                                            |             |             
|Operating loss                      |  |                                            | (17,001,533 | )           
|General and administrative expenses |  |                                            | 13,616      |             
|Bank interest payable               |  |                                            | (3,145,305  | )           
|                                    |  |                                            |             |             
|Loss before taxation                |  |                                            | (20,133,222 | )           
|Taxation                            |  |                                            |            |             
|Minority interests                  |  |                                            | 700,212     |             
|                                    |  |                                            |             |             
|Loss for the year                   |  | $                                          | (19,433,010 | )           
|                                    |  |                                            |             |             

(6)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



|5. |  | CAPITAL STOCK
|-- |  | -------------



| |                                                                          
| | -------------------------------------------------------------------------
| | Authorized                                                               
|
| | The Company has an unlimited number of common shares which may be
issued.

|                                     |  |           |            |        |  |  |            | 
|------------------------------------ |  | --------- | ---------- | ------ |  |  | ---------- | 
|                                     |  | Number    |            | Amount
|                                     |  | Of Shares |            | $     
|                                     |  |           |            |       
|Issued common shares                 |  |           |            |        |  |  |            | 
|Balance  January 1, 1999            |  |           | 21,817,215 |        |  |  | 9,958,761  | 
|Exercise of warrants for cash        |  |           | 1,681,580  |        |  |  | 1,603,922  | 
|                                     |  |           |            |        |  |  |            | 
|Balance  December 31, 1999          |  |           | 23,498,795 |        |  |  | 11,562,683 | 
|Exercise of warrants for cash        |  |           | 145,367    |        |  |  | 93,914     | 
|Exercise of special warrants         |  |           | 3,382,352  |        |  |  | 3,508,793  | 
|                                     |  |           |            |        |  |  |            | 
|Balance  December 31, 2000 and 2001 |  |           | 27,026,514 |        |  |  | 15,165,390 | 
|                                     |  |           |            |        |  |  |            | 



| |                 
| | ----------------
| | Special warrants



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As at December 31, 1999, cash and cash equivalents included $3.8 million
deposited in escrow under the terms of a financing which issued 3,382,352
Special Warrants at a price of Cdn$1.70 per special Warrant. The Company
issued a prospectus dated February 18, 2000 to qualify the Special
Warrants. Shortly following clearance of the prospectus by the Ontario
Securities Commission on February 21, 2000, each Special Warrant was
automatically converted into a unit comprised of one common share
together with one-half of a share purchase warrant and the funds were
released from escrow.



| |                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Escrow Agreement                                                                                                                                                                                                                                                                                                                                                                             
|
| | Under an escrow agreement made effective December 9, 1998 between the
Company and Montreal Trust Company of Canada a total of 5,577,912 common
shares were deposited in escrow. The shares were released from escrow
pursuant to the Toronto Stock Exchange policies, over a period of three
years. A total of nil common shares were held in escrow at December 31,
2001 (2000  1,859,304).



| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | Stock Options and Warrants                                                             
|
| | Movements in stock options and warrants of the Company are set out in the
tables below:

|                                     |  |        |           |                |  |                  |  | 
|------------------------------------ |  | ------ | --------- | -------------- |  | ---------------- |  | 
|                                     |  |        |           |                |  | Weighted Average
|Stock Options                        |  | Number |           | Exercise Price
|                                     |  |        |           |               
|Balance  January 1, 1999            |  |        | 124,167   |                |  | Cdn $2.53       
|Granted                              |  |        | 1,892,500 |                |  | Cdn $1.06       
|Cancelled or expired                 |  |        | (65,000   | )              |  | Cdn $2.90       
|                                     |  |        |           |                |  |                  |  | 
|Balance  December 31, 1999          |  |        | 1,951,667 |                |  | Cdn $1.10       
|Granted                              |  |        | 1,480,000 |                |  | Cdn $1.78       
|                                     |  |        |           |                |  |                  |  | 
|Balance  December 31, 2000 and 2001 |  |        | 3,431,667 |                |  | Cdn $1.39       
|                                     |  |        |           |                |  |                  |  | 

(7)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



| |                                        
| | ---------------------------------------
| | The options are exercisable as follows:

|                       |  |           |  |                    |  |  |  |  |  |  | 
|---------------------- |  | --------- |  | ------------------ |  |  |  |  |  |  | 
|Number Exercisable and |  | Exercise  |  | Expiry            
|Outstanding            |  | Price     |  | Date              
|                       |  |           |  |                   
|2,500                  |  | Cdn $2.40 |  | September 29, 2002
|56,667                 |  | Cdn $2.16 |  | September 29, 2002
|1,100,000              |  | Cdn $1.00 |  | February 5, 2004  
|792,500                |  | Cdn $1.15 |  | September 24, 2004
|1,255,000              |  | Cdn $1.70 |  | January 14, 2005  
|225,000                |  | Cdn $2.25 |  | January 14, 2005  
|                       |  |           |  |                    |  |  |  |  |  |  | 
|3,431,667              |  |           |  |                    |  |  |  | 
|                       |  |           |  |                    |  |  |  |  |  |  | 

|                                    |  |        |            |  
|----------------------------------- |  | ------ | ---------- | -
|Warrants                            |  | Number
|                                    |  |       
|Balance  January 1, 1999           |  |        | 1,893,614  |  
|Warrants issued                     |  |        | 169,117    |  
|Exercise of warrants for cash       |  |        | (1,681,580 | )
|                                    |  |        |            |  
|Balance  December 31, 1999         |  |        | 381,151    |  
|Exercise of warrants for cash       |  |        | (145,367   | )
|Issued warrants  February 21, 2000 |  |        | 1,775,734  |  
|                                    |  |        |            |  
|Balance  December 31, 2000         |  |        | 2,011,518  |  
|Cancelled or expired                |  |        | (1,944,851 | )
|                                    |  |        |            |  
|Balance  December 31, 2001         |  |        | 66,667     |  
|                                    |  |        |            |  

(8)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | The warrants exercisable at year end 2001 and the exercise price per share
are as follows:

|       |  |                |  |              |  |  |  | 
|------ |  | -------------- |  | ------------ |  |  |  | 
|Number |  | Exercise price |  | Expiry date 
|       |  |                |  |             
|66,667 |  | Cdn $3.00      |  | July 1, 2002



|6. |  | RELATED PARTY TRANSACTIONS
|-- |  | --------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Related party transactions relate primarily to the payment of fees under
contracts for services with companies in which the major shareholder is a
significant shareholder and director of the Company. The Company was
charged a total of $204,781 during 2001 (2000  $208,524, 1999 -
$211,332) for administration services and nil during 2001 (2000 -
$1,260,311, 1999  $2,366,812) for drilling services conducted on behalf
of the Company. Included in accounts payable and accrued liabilities at
December 31, 2001 is $47,607 (2000  $40,856) payable to these related
parties for such services.



| |                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Companys primary legal counsel is with a firm in which a director of
the Company is a partner. The Company was charged $21,657 during 2001
(2000  $156,383, 1999  $155,725) for legal services provided by this
firm. Included in accounts payable and accrued liabilities as at
December 31, 2001 is nil (2000  $24,118) with respect to such services.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During 2001, fees of $15,234 (2000  $14,012, 1999  $nil) were paid to
three non-executive directors in respect of consulting work performed for
the Company. In addition, in fiscal 2000, the Company paid $73,725 to a
company with common directors for geological and financial consulting
services. Included in accounts payable and accrued liabilities as at
December 31, 2001 is an amount due of nil (2000  $6,672) with respect to
the above fees.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The remuneration of executive directors comprises all of the fees,
salaries, other benefits and emoluments paid to executive directors under
employment contracts and consulting agreements. The remuneration of the
executive directors is fixed by the Compensation Committee, which is
comprised solely of non-executive directors of the Company. The Company
was charged $171,029 during 2001 (2000  $196,139, 1999  $193,655)
pursuant to such agreements with three executive directors. Included in
accounts payable and accrued liabilities as at December 31, 2001 is
$99,872 (2000  $62,715) with respect to such remuneration.



| |                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------
| | During 2001 a consulting contract with an officer, who continues as a
director, was terminated and compensation paid of $39,972.

(9)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



|7. |  | INCOME TAX
|-- |  | ----------



| |                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During 2000, the Company retroactively adopted, without restatement, the
asset and liability method of accounting for income taxes in accordance
with the new Recommendations of the Canadian Institute of Chartered
Accountants. However, the change in accounting policy had no effect on
the 2000 financial statements.



| |                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------
| | The significant components of the Companys future income tax assets as
at December 31, 2001 and 2000 are as follows:

|                               |                                       |  |            |           |      |  |            |           | 
|------------------------------ | ------------------------------------- |  | ---------- | --------- | ---- |  | ---------- | --------- | 
|                               |                                       |  | 2001       |           | 2000
|                               |                                       |  | $          |           | $   
|                               |                                       |  |            |           |     
|Future income tax assets       |                                       |  |            |           |      |  |            |          
|North America:                 |                                       |  |            |           |      |  |            |          
|                               | Capital assets and mineral properties |  |            | 677,000   |      |  |            | 592,000   | 
|                               | Losses carried forward                |  |            | 1,225,000 |      |  |            | 1,103,000 | 
|Ghana:                         |                                       |  |            |           |      |  |            |          
|                               | Capital assets and mineral properties |  |            | 3,622,000 |      |  |            | 3,022,000 | 
|                               | Losses carried forward                |  |            | 85,000    |      |  |            | 85,000    | 
|                               |                                       |  |            |           |      |  |            |          
|Total future income tax assets |                                       |  | 5,609,000  |           |      |  | 4,802,000  |          
|Valuation allowance            |                                       |  | (5,609,000 | )         |      |  | (4,802,000 | )        
|                               |                                       |  |            |           |      |  |            |          
|Carrying value                 |                                       |  |           |           |      |  |           |          
|                               |                                       |  |            |           |      |  |            |          



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At December 31, 2001, the Company had Canadian tax pools of approximately
Cdn$1,974,000, and operating losses of approximately Cdn $3,063,000, and
United States operating losses of approximately $930,000. The Canadian
tax pools are without expiry, the Canadian operating losses expire at
various dates to 2008 and the United States operating losses expire at
various dates to 2012. The majority of these pools and losses are
successored as a result of the reverse takeover of Westley Mines
International Inc in 1998. The Company also has potential tax deductions
of approximately $8,879,000 available in Ghana.



|8. |  | SEGMENTED DISCLOSURES                                                                                                             
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Company has one reportable operating segment, being exploration of
mineral properties in geographic areas disclosed in Note 3.



|9. |  | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
|-- |  | ---------------------------------------------------------------------------------------



| |                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As disclosed in note 2, these financial statements have been prepared in
accordance with Canadian generally accepted accounting principles
(GAAP) which, for purposes of the Company conform, in all material
respects, with those measurement principles generally accepted in the
United States, except as described below.



| |  |  | Income taxes
| | - |  | ------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under the asset and liability method of United States Statement of
Financial Accounting Standards No. 109 (SFAS 109), deferred income
tax assets and liabilities are measured using enacted tax rates for
the future income tax consequences attributable to differences between
the financial statement carrying amount of existing assets and
liabilities and their respective tax bases. There is no effect of
adopting the provisions of SFAS 109 on the Companys financial
statements as the recognition criteria for

(10)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



| |                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | deferred tax assets, consisting primarily of loss carry-forwards in
Canada and the United States and resource pools in Canada that may be
deducted against certain income generated in Canada or the United
States, have not been met.



| |  |  | Long-lived assets
| | - |  | -----------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under Financial Accounting Standards Board Statement No. 121 (SFAS
121) Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of, long-lived assets must be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
In performing the review for recoverability, the Company is required
to estimate the future cash flows expected to result from the use of
the asset and its eventual disposition. If the sum of the expected
future cash flow (undiscounted and without interest charges) is less
than the carrying amount of the asset, an impairment loss is to be
recognized. Staff of the United States Securities and Exchange
Commission have recently indicated that their interpretation of SFAS
121 requires mineral property exploration costs to be expensed as
incurred until a commercially mineable deposit is determined to exist
within a particular property, as future cash flows cannot be
reasonably estimated prior to such determination. Accordingly, for
all periods presented, the Company would expense all exploration costs
in the period incurred for United States GAAP purposes.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In addition, until completion of the feasibility study for the Wassa
gold mine in 1997, Wassa Holdings would have expensed exploration costs
in the period incurred for United States GAAP purposes. Accordingly,
the write-down of equity investment recorded by the Company in 1999
would have been recorded as share of loss of equity investment in 1997
and prior years under United States GAAP and therefore, would not have
been required in 1999. If the summarized statement of operations of
Wassa Holdings for the year ended December 31, 1999 as shown in note 4
was prepared in accordance with United States GAAP, the total
depreciation, amortization and impairment provision, and loss for the
year, would have been reduced by approximately $13,253,000, being the
total deferred exploration costs incurred by Wassa Holdings to December
31, 1997, prior to the completion of the feasibility study.



| |  |  | Stock-based compensation
| | - |  | ------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Statement of Financial Accounting Standards 123 (SFAS 123) requires
that stock-based compensation be accounted for based on a fair value
methodology, although it allows the effects to be disclosed in the
notes to the financial statements rather than in the statement of
operations. SFAS 123 also allows an entity to continue to measure
compensation costs for stock-based compensation plans using the
intrinsic value based method of accounting as prescribed by APB
Opinion No.25 (APB 25). The Company has elected to measure
compensation cost for those plans using APB 25.



| |  |  | Investments
| | - |  | -----------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under Statement of Financial Accounting Standards No. 115, investments
classified as available-for-sale securities are measured at fair value
in the statement of financial position and unrealized holding gains
and losses are included in a separate component of shareholders
equity. Accordingly, under United States GAAP, investments would be
presented at $15,970 (2000  $35,857, 1999  $105,282) at December 31,
2001 and the unrealised holding gain at December 31, 2001 would be
$450 (2000  nil). Other comprehensive income would include an
unrealized holding gain of $450 (2000  loss $7,626, 1999  loss
$58,267).

(11)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---



| |  |  | Statement of cash flows
| | - |  | -----------------------



| |                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Under United States GAAP, cash in escrow related to the special
warrants (Note 5) would be excluded from cash in the statement of cash
flows. In addition, under Canadian GAAP, cash flows relating to
mineral property exploration are reported as investing activities. For
United States GAAP purposes, these costs would be characterized as
operating activities.



| |                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | The effect of the measurement differences between Canadian GAAP and United
States GAAP on the Companys financial statements is summarized as
follows:

|                                      |                                           |  |           |            |      |  |           |            |  
|------------------------------------- | ----------------------------------------- |  | --------- | ---------- | ---- |  | --------- | ---------- | -
|                                     
|                                      |                                           |  | 2001      |            | 2000
|                                      |                                           |  | $         |            | $   
|                                     
|Total assets under Canadian GAAP      |                                           |  | 6,422,110 |            |      |  | 6,941,555 |           
|Adjustments:                          |                                           |  |           |            |      |  |           |           
|                                      | Deferred exploration costs of the Company |  |           | (4,384,518 | )    |  |           | (3,387,674 | )
|                                      | Unrealized holding gain on investment     |  |           | 450        |      |  |           |           |  
|                                      |                                           |  |           |            |      |  |           |           
|Total assets under United States GAAP |                                           |  | 2,038,042 |            |      |  | 3,553,881 |           
|                                     

|                                              |                                           |  |           |            |      |  |           |            |  
|--------------------------------------------- | ----------------------------------------- |  | --------- | ---------- | ---- |  | --------- | ---------- | -
|                                             
|                                              |                                           |  | 2001      |            | 2000
|                                              |                                           |  | $         |            | $   
|                                             
|Shareholders equity under Canadian GAAP      |                                           |  | 6,126,550 |            |      |  | 6,695,843 |           
|Adjustments:                                  |                                           |  |           |            |      |  |           |           
|                                              | Deferred exploration costs of the Company |  |           | (4,384,518 | )    |  |           | (3,387,674 | )
|                                              | Unrealized holding gain on investment     |  |           | 450        |      |  |           |           |  
|                                              |                                           |  |           |            |      |  |           |           
|Shareholders equity under United States GAAP |                                           |  | 1,742,482 |            |      |  | 3,308,169 |           
|                                             

(12)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---

|                                                         |                                                                |  |            |            |      |  |            |            |   |  |            |           |  
|-------------------------------------------------------- | -------------------------------------------------------------- |  | ---------- | ---------- | ---- |  | ---------- | ---------- | - |  | ---------- | --------- | -
|                                                        
|                                                         |                                                                |  | 2001       |            | 2000 |  | 1999      
|                                                         |                                                                |  | $          |            | $    |  | $         
|                                                        
|Net loss under Canadian GAAP                             |                                                                |  | (569,293   | )          |      |  | (1,189,985 | )          |   |  | (5,107,732 | )        
|Adjustments:                                             |                                                                |  |            |            |      |  |            |            |   |  |            |          
|                                                         | Add stock-based compensation to non-employees                  |  |            |           |      |  |            | (50,107    | ) |  |            | (77,797   | )
|                                                         | Deduct write down of deferred exploration costs of the Company |  |            | 52,622     |      |  |            | 236,012    |   |  |            | 605,056   |  
|                                                         | Add deferred exploration costs of the Company                  |  |            | (1,049,466 | )    |  |            | (1,083,552 | ) |  |            | (484,171  | )
|                                                         | Deduct share of loss of equity investment                      |  |            |           |      |  |            |           |   |  |            | 4,111,227 |  
|                                                         |                                                                |  |            |            |      |  |            |            |   |  |            |          
|Net loss under United States GAAP                        |                                                                |  | (1,566,137 | )          |      |  | (2,087,632 | )          |   |  | (953,417   | )        
|Increase (decrease) in holding gain on investments       |                                                                |  | 450        |            |      |  | (7,626     | )          |   |  | (58,267    | )        
|                                                         |                                                                |  |            |            |      |  |            |            |   |  |            |          
|Comprehensive loss for the year under United States GAAP |                                                                |  | (1,565,687 | )          |      |  | (2,095,258 | )          |   |  | (1,011,684 | )        
|                                                         |                                                                |  |            |            |      |  |            |            |   |  |            |          
|Basic loss per share under United States GAAP            |                                                                |  | (0.06      | )          |      |  | (0.09      | )          |   |  | (0.05      | )        
|                                                         |                                                                |  |            |            |      |  |            |            |   |  |            |          
|                                                        

|                                                                |  |      |            |      |  |      |            |   |  |  |          |  
|--------------------------------------------------------------- |  | ---- | ---------- | ---- |  | ---- | ---------- | - |  |  | -------- | -
|                                                               
|                                                                |  | 2001 |            | 2000 |  | 1999
|                                                                |  | $    |            | $    |  | $   
|                                                               
|Cash flow used in operating activities
under Canadian GAAP      |  |      | (404,475   | )    |  |      | (1,134,498 | ) |  |  | (390,429 | )
|Adjustment for deferred exploration costs                       |  |      | (1,027,503 | )    |  |      | (1,056,537 | ) |  |  | (461,969 | )
|                                                                |  |      |            |      |  |      |            |   |  |  |          |  
|Cash flow used in operating activities
under United States GAAP |  |      | (1,431,978 | )    |  |      | (2,191,035 | ) |  |  | (852,398 | )
|                                                               

|                                                                                 |  |      |            |      |  |      |            |   |  |  |          |  
|-------------------------------------------------------------------------------- |  | ---- | ---------- | ---- |  | ---- | ---------- | - |  |  | -------- | -
|                                                                                
|                                                                                 |  | 2001 |            | 2000 |  | 1999
|                                                                                 |  | $    |            | $    |  | $   
|                                                                                
|Cash flow used in investing activities
under Canadian GAAP                       |  |      | (1,024,022 | )    |  |      | (1,003,025 | ) |  |  | (363,892 | )
|Adjustment for deferred exploration costs                                        |  |      | 1,027,503  |      |  |      | 1,056,537  |   |  |  | 461,969  |  
|                                                                                 |  |      |            |      |  |      |            |   |  |  |          |  
|Cash flow generated from (used in)
operating activities under United States
GAAP |  |      | 3,481      |      |  |      | 53,512     |   |  |  | 98,077   |  
|                                                                                

(13)



---



##### Table of Contents



MOYDOW MINES INTERNATIONAL INC. (an exploration entity)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(expressed in United States dollars, unless otherwise stated)



---

|                                                             |  |      |   |      |  |      |           |  |  |  |            |  
|------------------------------------------------------------ |  | ---- | - | ---- |  | ---- | --------- |  |  |  | ---------- | -
|                                                            
|                                                             |  | 2001 |   | 2000 |  | 1999
|                                                             |  | $    |   | $    |  | $   
|                                                            
|Cash flow from financing activities
under Canadian GAAP      |  |      |  |      |  |      | 32,880    |  |  |  | 5,173,749  |  
|Adjustment for special warrants proceeds                     |  |      |  |      |  |      | 3,569,827 |  |  |  | (3,569,827 | )
|                                                             |  |      |   |      |  |      |           |  |  |  |            |  
|Cash flow from financing activities
under United States GAAP |  |      |  |      |  |      | 3,602,707 |  |  |  | 1,603,922  |  
|                                                            

(14)