UNITED
STATES
 SECURITIES AND EXCHANGE
COMMISSION
 Washington, D.C.
20549
 FORM 20-F
  (Mark One)
 
              REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934
                ORþ
              ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the fiscal
      year endedJuly
      31,
      2008
                OR
              TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the transition
      period fromto_______________________
              SHELL COMPANY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934Date of event
      requiring shell company report
 Commission file number 0-31190
 CANPLATS RESOURCES
CORPORATION
 (Exact name of Registrant as specified in its charter)
   (Translation of Registrant’s name into English)
 British
Columbia, Canada
 (Jurisdiction of incorporation or organization)
 Suite 1510 –
999 West Hastings Street, Vancouver, British Columbia V6C
2W2
 (Address of principal executive offices)
   Securities registered or to be registered pursuant to Section 12(b) of
the Act.
 Title of each classNone
              Name of each exchange on which registeredNot
      Applicable
 Securities registered or to be registered pursuant to Section 12(g) of
the Act.
  Common Stock
without par value
 (Title of Class)
    Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act.
 None
 (Title of Class)
 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.
 56,748,056
 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
     
Yes þ No
 If this report is an annual or transition report, indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
     
Yes þ No
 Note – Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of
1934 from their obligations under those Sections.
 Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 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 90 days.
 þ Yes        No
 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check one):
 Large accelerated filer    
                Accelerated filer   þ
                Non-accelerated
  filer 
 Indicate by check mark which financial statement item the Registrant has
elected to follow.
 þ Item
17         Item 18
 If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
     
Yes þ No
 (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PAST FIVE YEARS)
 Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
     
Yes        No
  - ii -
     TABLE OF
CONTENTS
   PageITEM 1
              IDENTITY OF
      DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
              1A
              Directors and Senior Management
              1B
              Advisors
              1C
              Auditors
              1ITEM 2
              OFFER
      STATISTICS AND EXPECTED TIMETABLE
              1ITEM 3
              KEY
      INFORMATION
              1A
              Selected Financial Data
              1B
              Capitalization and Indebtedness
              3C
              Reasons for the Offer and Use of Proceeds
              3D
              Risk Factors
              3ITEM 4
              INFORMATION
      ON THE COMPANY
              10A
              History and Development of the Company
              10B
              Business Overview
              10C
              Organizational Structure
              15D
              Property, Plant and Equipment
              15ITEM 5
              OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
              20A
              Operating Results
              20B
              Liquidity and Capital Resources
              22C
              Research and Development, Patents and Licenses,
      etc.
              24D
              Trend Information
              24ITEM 6
              DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES
              24A
              Directors and Senior Management
              24B
              Compensation
              27C
              Board Practices
              30D
              Employees
              31E
              Share Ownership
              31ITEM 7
              MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
              32A
              Major Shareholders
              32B
              Related Party Transactions
              32C
              Interests of Experts and Counsel
              33ITEM 8
              FINANCIAL
      INFORMATION
              33A
              Consolidated Statements and Other Financial
      Information
              33B
              Significant Changes
              33ITEM 9
              THE OFFER
      AND LISTING
              34A
              Offer and Listing Details
              34B
              Plan of Distribution
              35C
              Markets
              35D
              Dilution
              35E
              Expenses of the Issue
              35ITEM 10
              ADDITIONAL
      INFORMATION
              36A
              Share Capital
              36B
              Memorandum and Articles of Association
              36C
              Material Contracts
              37D
              Exchange Controls and Investment Canada Act
              38E
              Taxation
              40F
              Dividends and Paying Agents
              50G
              Statement by Experts
              50H
              Documents on Display
              50I
              Subsidiary Information
              50ITEM 11
              QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK
              51ITEM 12
              DESCRIPTION OF SECURITIES OTHER
      THAN EQUITY SECURITIES
              51ITEM 13
              DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES
              51ITEM 14
              MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS
              51ITEM 15
              CONTROLS
      AND PROCEDURES
              51ITEM 16
              RESERVED
              51A
              Audit Committee Financial Expert
              51B
              Code of Ethics
              51C
              Principal Accountant Fees and Services
              52D
              Exemptions from the Listing Standards for Audit
      Committees
              52E
              Purchases of Equity Securities by the Issuer and
      Affiliated Purchasers
              52ITEM 17
              FINANCIAL
      STATEMENTS
              52ITEM 18
              FINANCIAL
      STATEMENTS
              53ITEM 19
              EXHIBITS
              53A
              Financial Statements
              53B
              Exhibits
              54SIGNATURE
    PAGECERTIFICATIONS




- iii / iv
-


NOTE
REGARDING FORWARD-LOOKING STATEMENTS




This
Annual Report contains forward-looking statements concerning our operations and
planned future acquisitions within the meaning of the safe harbor for such
statements under the Private Securities Litigation Reform Act of
1995.  Any statements that involve discussions with respect to
predictions, expectations, belief, plans, projections, objectives, assumptions
or future events or performance (often but not always using phrases such as
“expects”, or “does not expect”, “is expected”, “anticipates” or “does not
anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions,
events or results “may”, could”, “might”, or “will” be taken to occur or be
achieved) are not statements of historical fact and may be “forward looking
statements” and are intended to identify forward-looking statements, which
include statements relating to, among other things, our ability to continue to
successfully compete in its market.  You are cautioned not to place
undue reliance on forward looking statements.  These forward-looking
statements are based on the beliefs of our management as well as on assumptions
made by and information currently available to us at the time such statements
were made.  We undertake no obligation to update forward-looking
statements should circumstances or estimates or opinions
change.  Forward-looking statements are subject to a variety of risks
and uncertainties which could cause actual events or results to differ from
those reflected in the forward looking statements, including, without
limitation,




·
            uncertainty
      of production at our mineral exploration
  properties;




·
            risks
      related to our ability to finance the continued exploration of our mineral
      properties;




·
            risks
      related to no Proven Mineral Reserves or Probable Mineral
      Reserves;




·
            our
      history of losses and expectation of future
  losses;




·
            risks
      related to factors beyond our
control;




·
            risks
      and uncertainties associated with new mining
  operations;




·
            risks
      related to our ability to obtain adequate financing for our planned
      development activities;




·
            lack
      of infrastructure at our mineral exploration
  properties;




·
            risks
      and uncertainties relating to the interpretation of drill results and the
      geology, grade and continuity of our mineral
  deposits;




·
            unpredictable
      risks and hazards related to mining
operations;




·
            uncertainties
      related to title to our mineral properties and the acquisition of surface
      rights;




·
            risks
      related to governmental regulations, including environmental
      regulations;




·
            commodity
      price fluctuations;




·
            our
      ability to attract and retain qualified
  personnel;




·
            risks
      related to reclamation activities on our
  properties;




·
            risks
      related to political instability and unexpected regulator
      change;




·
            currency
      fluctuations;




·
            increased
      competition in the mining industry for properties and qualified
      personnel;




·
            risks
      related to some of our directors and officers involvement with other
      natural resource companies;




·
            enforcement
      of U.S. judgments and laws in
Canada;




·
            our
      ability to attract and retain qualified
  management;




·
            our
      ability to maintain adequate control over financial reporting;
      and




·
            our
      classification as a passive foreign investment company under the Internal
      Revenue Code.




Actual
results could differ materially from those projected in the forward-looking
statements as a result of the matters set out or incorporated in this Annual
Report generally and certain economic and business factors, some of which may be
beyond our control.  Some of the important risks and uncertainties
that could effect forward looking statements as described further in this
document under the headings “Risk Factors”, “History and Development of the
Company”, “Business Overview”, “Descriptions of Properties” and “Operating and
Financial Review and Prospects”.




In this
Annual Report, “we”, “us”, “our”, “Canplats” and “the Company” refer to Canplats
Resources Corporation, a company incorporated under the Business Corporations Act(British Columbia).


- v/vi -








Table
of Contents






GLOSSARY
OF GEOLOGICAL TERMS


DEFINITIONS
AND ABBREVIATIONS










alteration
- usually referring to chemical reactions in a rock mass resulting from the
passage of hydrothermal fluids.




breccia -
rock consisting of more or less angular fragments in a matrix of finer-grained
material or cementing material.




claim -
that portion of public mineral lands, which a party has staked or marked out in
accordance with provincial or state mining laws, to acquire the right to explore
for the minerals under the surface.




cut-off
grade - the minimum grade of mineralization that delimits mineralization
that has a reasonable prospect of economic extraction from mineralization that
does not have a reasonable prospect of economic extraction.




deposit -
a natural occurrence of a useful mineral of sufficient extent and degree to
invite exploitation.




fault - a
fracture in a rock where there has been displacement of the two
sides.




feasibility studymeans a detailed study of a deposit in which all geological, engineering,
operating, economic and other relevant factors are engineered in sufficient
detail that it could reasonably serve as the basis for a final decision by a
financial institution to finance the development of the deposit for mineral
production.




g/t -
grams per tonne.




geophysics
- the study of the physical properties of rocks, minerals, and mineral
deposits.




grade -
the concentration of each ore metal in a rock sample, usually given as weight
percent.  Where extremely low concentrations are involved, the
concentration may be given in grams per tonne (g/t) or ounces per ton
(oz/ton).  The grade of an ore deposit is calculated, often using
sophisticated statistical procedures, as an average of the grades of a very
large number of samples collected from throughout the deposit.




hectare -
a square of 100 meters on each side.




host rock
- the rock within which the ore deposit occurs.




igneous -
means a rock formed by the cooling of molten silicate material.




Indicated Mineral
Resource - is that part of a Mineral Resource for which quantity, grade
or quality, densities, shape and physical characteristics, can be estimated with
a level of confidence sufficient to allow the appropriate application of
technical and economic parameters, to support mine planning and evaluation of
the economic viability of the deposit. The estimate is based on detailed and
reliable exploration and testing information gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and drill
holes that are spaced closely enough for geological and grade continuity to be
reasonably assumed.  This definition is from the Canadian Institute of
Mining, Metallurgy and Petroleum Standards on Mineral Resources and Mineral
Reserves adopted on December 11, 2005.




Inferred Mineral
Resource - is that part of a Mineral Resource for which quantity and
grade or quality can be estimated on the basis of geological evidence and
limited sampling and reasonably assumed, but not
verified, geological and grade continuity. The estimate is based on limited
information and sampling gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes.  This
definition is from the Canadian Institute of Mining, Metallurgy and Petroleum
Standards on Mineral Resources and Mineral Reserves adopted on December 11,
2005.


- vii -


Measured Mineral
Resource - is that part of a Mineral Resource for which quantity, grade
or quality, densities, shape, and physical characteristics are so well
established that they can be estimated with confidence sufficient to allow the
appropriate application of technical and economic parameters, to support
production planning and evaluation of the economic viability of the deposit. The
estimate is based on detailed and reliable exploration, sampling and testing
information gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes that are spaced closely
enough to confirm both geological and grade continuity.  This
definition is from the Canadian Institute of Mining, Metallurgy and Petroleum
Standards on Mineral Resources and Mineral Reserves adopted on December 11,
2005.




Mineral Reserve-is the
economically mineable part of a Measured or Indicated Mineral Resource
demonstrated by at least a Preliminary Feasibility Study. This Study must
include adequate information on mining, processing, metallurgical, economic and
other relevant factors that demonstrate, at the time of reporting, that economic
extraction can be justified. A Mineral Reserve includes diluting materials and
allowances for losses that may occur when the material is mined.This definition is from
the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral
Resources and Mineral Reserves adopted on December 11, 2005.




Mineral
Resource -is a
concentration or occurrence of diamonds, natural solid inorganic material, or
natural solid fossilized organic material including base and precious metals,
coal, and industrial minerals in or on the Earth’s crust in such form and
quantity and of such a grade or quality that it has reasonable prospects for
economic extraction. The location, quantity, grade, geological characteristics
and continuity of a Mineral Resource are known, estimated or interpreted from
specific geological evidence and knowledge.This definition is from
the Canadian Institute of Mining, Metallurgy and Petroleum Standards on Mineral
Resources and Mineral Reserves adopted on December 11, 2005.




mineralization
- usually implies minerals of value occurring in rocks.




net profits
interest royalty-
a royalty based on the profit, allowing for costs directly related to
production. The expenses that the operator deducts from revenue are defined in
the royalty agreement. Payments generally begin after payback of capital costs.
The royalty holder is not responsible for contributing to capital expenses,
covering operating losses or environmental liabilities.




net smelter
return - means
the amount actually paid to the mine or mill owner from the sale of ore,
minerals and other materials or concentrates mined and removed from mineral
properties.




oz/ton -
ounces per ton.




Preliminary
Feasibility Study - is a comprehensive study of the viability of a
mineral project that has advanced to a stage where the mining method, in the
case of underground mining, or the pit configuration, in the case of an open
pit, has been established and an effective method of mineral processing has been
determined, and includes a financial analysis based on reasonable assumptions of
technical, engineering, legal, operating, economic, social, and environmental
factors and the evaluation of other relevant factors which are sufficient for a
Qualified Person, acting reasonably, to determine if all or part of the Mineral
Resource may be classified as a Mineral Reserve.  This definition is
from the Canadian Institute of Mining,
Metallurgy and Petroleum Standards on Mineral Resources and Mineral Reserves
adopted on December 11, 2005.


- viii
-


Probable Mineral
Reserve - is the economically mineable part of an Indicated and, in some
circumstances, a Measured Mineral Resource demonstrated by at least a
Preliminary Feasibility Study. This study must include adequate information on
mining, processing, metallurgical, economic, and other relevant factors that
demonstrate, at the time of reporting, that economic extraction can be
justified.This
definition is from the Canadian Institute of Mining, Metallurgy and Petroleum
Standards on Mineral Resources and Mineral Reserves adopted on December 11,
2005.




Proven Mineral
Reserve - is the economically mineable part of a Measured Mineral
Resource demonstrated by at least a Preliminary Feasibility
Study.  This study must include adequate information on mining,
processing, metallurgical, economic, and other relevant factors that
demonstrate, at the time of reporting, that economic extraction is
justified.   This definition is from the Canadian Institute of
Mining, Metallurgy and Petroleum Standards on Mineral Resources and Mineral
Reserves adopted on December 11, 2005.




Qualified
Person-
means an individual who is an engineer or geoscientist with at least five years
of experience in mineral exploration, mine development or operation or mineral
project assessment, or any combination of these; has experience relevant to the
subject matter of the mineral project and the technical report; and is a member
or licensee in good standing of a professional association.




sedimentary
- a rock formed from cemented or compacted sediments.




sediments
- are composed of the debris resulting from the weathering and breakup of other
rocks that have been deposited by or carried to the oceans by rivers, or left
over from glacial erosion or sometimes from wind action.




sulphide-
a mineral compound characterized by the linkage of sulphur with a
metal.




veins -
the mineral deposits that are found filling openings in rocks created by faults
or replacing rocks on either side of faults.




All
disclosure about our exploration properties in this Annual Report conforms to
the standards of United States Securities and Exchange Commission Industry Guide
7, Description of Property by
Issuers Engaged or to be Engaged in Significant Mining Operations, other
than disclosure of “Mineral Resources”, “Measured Mineral Resources”, “Indicated
Mineral Resources” and “Inferred Mineral Resources”, which are Canadian
geological and mining terms as defined in accordance with Canadian National
Instrument 43-101 under the guidelines set out in the CIM
Standards.




In this
Annual Report references to “Canadian National Instrument 43-101”
are references to National Instrument 43-101, Standards of Disclosure for
Mineral Projects, of the Canadian Securities Administrators and references to
“CIM Standards” are
references to Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)
Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council
on December 11, 2005 as may be amended from time to time by the
CIM.




Cautionary
Note to U.S. Investors concerning estimates of Measured Mineral Resources and
Indicated Mineral Resources.




This
Annual Report uses the terms “Measured Mineral Resource” and “Indicated Mineral
Resource.”  We advise U.S. investors that while such terms are
recognized and permitted under
Canadian regulations, the U.S. Securities and Exchange Commission does not
recognize them.  U.S.
investors are cautioned not to assume that any part or all of the Mineral
Resources in these categories will ever be converted into Mineral
Reserves.




Cautionary
Note to U.S. Investors concerning estimates of Inferred Mineral
Resources.




This
Annual Report uses the term “Inferred Mineral Resources.”  We advise
U.S. investors that while such term is recognized and permitted under Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize
it.  “Inferred Mineral Resources” have a great amount of uncertainty
as to their existence, and great uncertainty as to their economic and legal
feasibility.  It cannot be assumed that all or any part of an Inferred
Mineral Resource will ever be upgraded to a higher category.  Under
Canadian rules, estimates of Inferred Mineral Resources may not generally form
the basis of feasibility or other economic studies.  U.S. investors are cautioned not to
assume that any part or all of an Inferred Mineral Resource exists, or is
economically or legally mineable.







-
ix/x -




Table of
Contents






PART
I




Item
      1
            Identity of Directors,
      Senior Management and
Advisers




A.
            Directors and Senior
Management




This Form
20-F is being filed as an annual report under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and, as such, there is no requirement to
provide any information under this item.






B.
            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 any information under this item.






C.
            Auditors




This Form
20-F is being filed as an annual report under the Exchange Act, and, as such,
there is no requirement to provide any information under 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 any information under this item.






Item
      3
            Key
      Information




A.
            Selected
      Financial Data




The
following table summarizes certain of our selected financial
data.  This information should be read in conjunction with the more
detailed financial statements included in this Annual Report.




Table
No. 1


Selected
Financial Data


(expressed
in thousands of Canadian dollars, except per share and number of shares
data)




Year
      ended Jul 31, 2008
                  Year
      ended Jul 31, 2007
                  Year
      ended Jul 31, 2006
                  Year
      ended Jul 31, 2005
                  Year
      ended Jul 31, 20041.Revenues
                  Nil
                  Nil
                  Nil
                  Nil
                  Nil2.Loss
      for year*
                  (3,595,000)
                  (872,000)
                  (336,000)
                  (1,494,000)
                  (1,270,000)3.Loss
      per common share*
                  (0.07)
                  (0.02)
                  (0.01)
                  (0.05)
                  (0.06)4.Total
      assets
                  22,680,000
                  5,891,000
                  4,071,000
                  2,326,000
                  3,458,0005.Long
      term obligations
                  Nil
                  Nil
                  Nil
                  Nil
                  Nil6.Capital
      stock
                  24,365,000
                  15,539,000
                  12,725,000
                  11,340,000
                  11,267,0007.Cash
      dividends per common share
                  Nil
                  Nil
                  Nil
                  Nil
                  Nil8.Number
      of shares
                  56,748,056
                  48,810,056
                  40,327,806
                  29,442,306
                  29,142,306*     All
      of our operations are
continuing




The
selected financial data is presented in Table 1 above and in the financial
statements in accordance with generally accepted accounting principles (“GAAP”)
prevailing in Canada as of the dates shown.




The
selected financial data under U.S. GAAP for the above periods is indicated below
in Table 2:




- 1
-




Table of Contents






Table
No. 2


Selected
Financial Data


(expressed
in thousands of Canadian dollars, except per and number of shares
data)




Year
      ended Jul 31, 2008
                  Year
      ended
                    Jul
      31, 2007
                  Year
      ended Jul 31, 2006
                  Year
      ended Jul 31, 2005*
                  Year
      ended Jul 31, 20041.Revenues
                  Nil
                  Nil
                  Nil
                  Nil
                  Nil2.Loss
      for year*
                  (13,360,000)
                  (2,045,000)
                  (932,000)
                  (1,409,000)
                  (1,519,000)3.Loss
      per common share*
                  (0.25)
                  (0.05)
                  (0.03)
                  (0.05)
                  (0.07)4.Total
      assets
                  8,638,000
                  2,306,000
                  1,676,000
                  610,000
                  1,734,0005.Long
      term obligations
                  Nil
                  Nil
                  Nil
                  Nil
                  Nil6.Capital
      stock
                  24,365,000
                  15,539,000
                  12,725,000
                  11,340,000
                  11,267,0007.Cash
      dividends per common share
                  Nil
                  Nil
                  Nil
                  Nil
                  Nil8.Number
      of shares
                  56,748,056
                  48,810,056
                  40,327,806
                  29,442,306
                  29,142,306*Certain
      comparative figures have been restated - see note 14 to the July 31, 2006
      financial
statements




Reference
should be made to note 15 to the financial statements for a description of
material differences between Canadian and U.S. GAAP.




U.S./Canadian
Dollar Exchange Rates




In this
Annual Report, unless otherwise specified, all dollar amounts are expressed in
Canadian dollars (Cdn$).  The Government of Canada permits a floating
exchange rate to determine the value of the Canadian dollar against the U.S.
dollar (US$).  In this Annual Report all references to “$” and “Cdn$”
refer to Canadian Dollars and all references to “US$” refer to United States
Dollars.




Table No.
3 below sets out the rate of exchange for the Canadian dollar at July 31 2008,
July 31, 2007, July 31, 2006, July 31, 2005 and July 31, 2004, the average rates
for the period and the range of high and low rates for the
period.  Table No. 4 sets out the high and low rates of exchange for
the Canadian dollar for each month during the previous six
months.


- 2
-


Table
of Contents






For
purposes of these tables, the rate of exchange means the noon buying rate in New
York City for cable transfers in foreign currencies as certified for customs
purposes by the Federal Reserve Bank of New York.  The tables set out
the number of Canadian dollars required under that formula to buy one U.S.
dollar.  The average rate in Table No. 3 means the average of the
exchange rates on the last day of each month during the period.




Table
No. 3


U.S.
Dollar/Canadian Dollar Exchange Rates for Five Most Recent Financial
Years




Average
              High
              Low
              CloseFiscal
      Year Ended July 31, 2008
              1.01
              1.08
              0.92
              1.03Fiscal
      Year Ended July 31, 2007
              1.13
              1.18
              1.04
              1.07Fiscal
      Year Ended July 31, 2006
              1.16
              1.22
              1.10
              1.13Fiscal
      Year Ended July 31, 2005
              1.24
              1.33
              1.18
              1.23Fiscal
      Year Ended July 31, 2004
              1.33
              1.40
              1.27
              1.33




Table
No. 4


U.S.
Dollar/Canadian Dollar Exchange Rates for Previous Six Months




July
            August
            September
            October
            November
            DecemberHigh
            1.03
            1.07
            1.08
            1.30
            1.29
            1.30Low
            1.00
            1.03
            1.03
            1.00
            1.15
            1.24




On
January 26, 2009, the exchange rate of Canadian dollars into United States
dollars, based upon the noon buying rate in New York City for cable transfers
payable in Canadian dollars as certified for customs purposes by the Federal
Reserve Board, was US $1.00 equals Cdn $1.2204.




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 any information under this item.




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 any information under this item.




D.
            Risk Factors




Our
exploration programs may not result in a commercial mining
operation.




Mineral
exploration involves significant risk because few properties that are explored
contain bodies of ore that would be commercially economic to develop into
producing mines.  Our mineral properties are without a known body of
commercial ore and our proposed programs are an exploratory search for ore. We
cannot provide any assurance that our current exploration programs will result
in any commercial mining operation.  If the exploration programs do
not result in the discovery of commercial ore, we will be required to acquire
additional properties and write-off all of our investments in our existing
properties.


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We
may not have sufficient funds to complete further exploration
programs.




We have
limited financial resources (working capital of approximately $5,825,000 at
July 31, 2008), do not generate operating revenue, and must finance
our exploration activity by other means, including financing through joint
ventures, debt financing or equity financing.  We cannot provide any
assurance that additional funding will be available for further exploration of
our projects or to fulfil our anticipated obligations under our existing
property agreements.  If we fail to obtain additional financing, we
will have to delay or cancel further exploration of our properties, and we could
lose all of our interest in our properties.




We
do not have Proven Mineral Reserves or Probable Mineral Reserves.




We have
not established the presence of any Proven Mineral Reserves or Probable Mineral
Reserves (as such terms are defined in National Instrument 43-101 of the
Canadian Securities Administrators) at any of our mineral properties. We cannot
provide any assurance that future feasibility studies will establish Proven
Mineral Reserves or Probable Mineral Reserves at our properties.  The
failure to establish Proven Mineral Reserves or Probable Mineral Reserves could
restrict our ability to successfully implement our strategies for long-term
growth.




We
have a history of losses and expect to incur losses for the foreseeable
future.




We have
incurred losses during each of the following periods and expect to incur losses
for the foreseeable future:




·
            $3,595,000
      for the year ended July 31, 2008;




·
            $872,000
      for the year ended July 31, 2007:




·
            $336,000
      for the year ended July 31, 2006;




·
            $1,494,000
      for the year ended July 31, 2005;
and




·
            $1,270,000
      for the year ended July 31, 2004.




As of
July 31, 2008, we had an accumulated deficit of $14,510,000.  We
expect to continue to incur losses unless and until such time as one or more of
our properties enter into commercial production and generate sufficient revenues
to fund our continuing operations.  If our exploration programs
successfully locate an economic ore body, we will be subject to additional risks
associated with mining including those set out inthis Item 3.D - “Risk
Factors” under the heading “We
have no revenue from operations and no ongoing mining operations of any
kind.”




Factors
beyond our control may determine whether any mineral deposits we discover are
sufficiently economic to be developed into a mine.




The
determination of whether our mineral deposits are economic is affected by
numerous factors beyond our control.  These factors
include:




·
            the
      metallurgy of the mineralization forming the mineral
    deposit;




·
            market
      fluctuations for precious metals;




·
            the
      proximity and capacity of natural resource markets and processing
      equipment; and




·
            government
      regulations governing prices, taxes, royalties, land tenure, land use,
      importing and
      exporting of minerals and environmental
  protection


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We
have no revenue from operations and no ongoing mining operations of any
kind.




We are a
mineral exploration company and have no revenues from operations and no ongoing
mining operations of any kind.  Our properties are in the exploration
stage, and we have not defined or delineated any proven or probable reserves on
any of our properties.  If our exploration programs successfully
locate an economic ore body, we will be subject to additional risks associated
with mining:




·
            We
      will require additional funds to place the ore body into commercial
      production.  Substantial expenditures will be required
      to:




o
            establish
      ore reserves through drilling;




o
            develop
      metallurgical processes to extract the metals from the ore;
      and




o
            construct
      the mining and processing facilities at any site chosen for
      mining.




The
sources of external financing that we may use for these purposes include public
or private offerings of debt, convertible notes and equity. In addition, we may
enter into one or more strategic alliances and may utilize one or a combination
of all these alternatives. We cannot provide any assurance that the financing
alternative chosen by us will be available on acceptable terms, or at
all.  If additional financing is not available, we may have to
postpone the development of, or sell, the property.




·
            The
      majority of our property interests are not located in developed areas and
      as a result may not be served by
appropriate:




o
            road
      access;




o
            water
      and power supply; and




o
            other
      support infrastructure.




These
items are often needed for development of a commercial mine.  If we
cannot procure or develop roads, water, power and other infrastructure at a
reasonable cost, it may not be economic to develop properties, where our
exploration has otherwise been successful, into a commercial mining
operation.




·
            In
      making determinations about whether to proceed to the next stage of
      development, we must rely upon estimated calculations as to the mineral
      reserves and grades of mineralization on our properties.  Until
      ore is actually mined and processed, mineral reserves and grades of
      mineralization must be considered as estimates only.  These
      estimates are imprecise and depend upon geological interpretation and
      statistical inferences drawn from drilling and sampling which may prove to
      be unreliable.  We cannot provide any assurance
      that:




o
            these
      estimates will be accurate;




o
            resource
      or other mineralization figures will be accurate;
  or




o
            this
      mineralization can be mined or processed
  profitably.




Any
material changes in mineral reserve estimates and grades of mineralization will
affect the economic viability of the placing of a property into production and a
property’s return on capital.


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  ·
              Mining
      operations often encounter unpredictable risks and hazards that add
      expense or cause delay.  These
  include:




o
            unusual
      or unexpected geological
formations;




o
            metallurgical
      and other processing problems;




o
            metal
      losses;




o
            environmental
      hazards;




o
            power
      outages;




o
            labour
      disruptions;




o
            industrial
      accidents;




o
            periodic
      interruptions due to inclement or hazardous weather
      conditions;




o
            flooding,
      explosions, fire, rockbursts, cave-ins, landslides,
  and;




o
            inability
      to obtain suitable or adequate machinery, equipment or
    labour.




·
            We
      may become subject to liabilities in connection
  with:




o
            pollution;




o
            cave-ins;
      or




o
            hazards
      against which we cannot insure against or which we may elect not to
      insure.




The
payment of these liabilities could require the use of financial resources that
would otherwise be spent on mining operations.




·
            Mining
      operations and exploration activities are subject to national and local
      laws and regulations governing:




o
            prospecting,
      development, mining and production;




o
            exports
      and taxes;




o
            labour
      standards, occupational health and mine
safety;




o
            waste
      disposal, toxic substances, land use and environmental
      protection.




In order
to comply, we may be required to make capital and operating expenditures or to
close an operation until a particular problem is remedied.  In
addition, if our activities violate any such laws and regulations, we may be
required to compensate those suffering loss or damage, and may be fined if
convicted of an offence under such legislation.




·
            Our
      profitability and long-term viability will depend, in large part, on the
      market price of gold and other metals. The market prices for these metals
      are volatile and are affected by numerous factors beyond our control,
      including:




o
            global
      or regional consumption patterns;




o
            supply
      of, and demand for, gold and other
metals;




o
            speculative
      activities;


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o
            expectations
      for inflation; and




o
            political
      and economic conditions.




We cannot
predict the effect of these factors on metals prices.




·
            In
      order to bring our mineral properties into production we will experience
      significant growth in our operations.  We expect this growth to
      create new positions and responsibilities for management personnel and
      increase demands on our operating and financial systems. There can be no
      assurance that we will successfully meet these demands and effectively
      attract and retain additional qualified personnel to manage our
      anticipated growth. The failure to attract such qualified personnel to
      manage growth effectively could have a material adverse effect on our
      business, financial condition and results of
  operations.




Our
properties may be subject to uncertain title.




We cannot
assure you that title to our properties will not be challenged.  We
own, lease or have under option, unpatented and patented mining claims, mineral
claims or concessions which constitute our property holdings.  The
ownership and validity, or title, of unpatented mining claims and concessions
are often uncertain and may be contested.  We also may not have, or
may not be able to obtain, all necessary surface rights to develop a
property.  We have not conducted surveys of all of the claims in which
we hold direct or indirect interests.  A successful claim contesting
our title to a property will cause us to lose our rights to explore and, if
warranted, develop that property.  This could result in our not being
compensated for our prior expenditures relating to the property.




We
are subject to significant governmental regulations.




Our
exploration activities are subject to extensive federal, state, provincial,
territorial and local laws and regulations governing various matters,
including:




·
            environmental
      protection;




·
            management
      and use of toxic substances and
explosives;




·
            management
      of natural resources;




·
            exploration
      of mineral properties;




·
            exports;




·
            price
      controls;




·
            taxation;




·
            labor
      standards and occupational health and safety, including mine safety;
      and




·
            historic
      and cultural preservation.




Failure
to comply with applicable laws and regulations may result in civil or criminal
fines or penalties or enforcement actions, including orders issued by regulatory
or judicial authorities enjoining or curtailing operations or requiring
corrective measures, installation of additional equipment or remedial actions,
any of which could result in significant expenditures. We may also be required
to compensate private parties suffering loss or damage by reason of a breach of
such laws, regulations or permitting requirements. It is also possible that
future laws and regulations, or more stringent enforcement of current laws and
regulations by governmental authorities, could cause additional expense, capital
expenditures, restrictions on or suspensions of our activities and delays in the
exploration of our properties.


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Land
reclamation requirements for our exploration properties may be
burdensome.




Although
variable depending on location and the governing authority, land reclamation
requirements are generally imposed on mineral exploration companies (as well as
companies with mining operations) in order to minimize long term effects of land
disturbance.  Reclamation may include requirements to:




·
            control
      dispersion of potentially deleterious effluents;
  and




·
            reasonably
      re-establish pre-disturbance land forms and
  vegetation.




In order
to carry out reclamation obligations imposed on us in connection with our
mineral exploration, we must allocate financial resources that might otherwise
be spent on further exploration programs.




Political
or economic instability or unexpected regulatory change in the countries where
our properties are located could adversely affect our business.




Certain
of our properties are located in countries, provinces and states more likely to
be subject to political and economic instability, or unexpected legislative
change, than is usually the case in certain other countries, provinces and
states.  Our mineral exploration activities could be adversely
affected by:




·
            political
      instability and violence;




·
            war
      and civil disturbance;




·
            expropriation
      or nationalization;




·
            changing
      fiscal regimes;




·
            fluctuations
      in currency exchange rates;




·
            high
      rates of inflation;




·
            underdeveloped
      industrial and economic infrastructure;
and




·
            unenforceability
      of contractual rights;




any of
which may adversely affect our business in that country.




We
may be adversely affected by fluctuations in foreign exchange
rates.




We
maintain our bank accounts mainly in Canadian dollars.  Any
appreciation in the currency of Mexico or other countries where we conduct
exploration activities against the Canadian dollar will increase our costs of
carrying out operations in such countries.  In addition, any decrease
in the U.S. dollar against the Canadian dollar will result in a loss on our
books to the extent we hold funds in U.S. dollars.




We
face industry competition in the acquisition of exploration properties and the
recruitment and retention of qualified personnel.




We
compete with other exploration companies, many of which have greater financial
resources than us or are further in their development, for the acquisition of
mineral claims, leases and other mineral interests as well as for the
recruitment and retention of qualified employees and other
personnel.  If we require and are unsuccessful in acquiring additional
mineral properties or personnel, we will not be able to grow at the rate we
desire or at all.


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-




Some
of our directors and officers have conflicts of interest as a result of their
involvement with other natural resource companies.




Some our
directors and officers are directors or officers of other natural resource or
mining-related companies and these associations may give rise to conflicts of
interest from time to time.  As a result of these conflicts of
interest, we may miss the opportunity to participate in certain transactions,
which may have a material, adverse effect on our financial
position.




Enforcement
of judgments or bringing actions outside the United States against us and our
directors and officers may be difficult.




We are
organized under the law of and headquartered in British Columbia, Canada, and
the majority of our directors and officersare
not citizens or residents of the United States.  In addition, a
substantial part of our assets are located outside the United States and
Canada.  As a result, it may be difficult or impossible for an
investor to (a) enforce in courts outside the United States judgments against us
and a majority of our directors and officers, obtained in United States’ courts
based upon the civil liability provisions of United States’ federal securities
laws or (b) bring in courts outside the United States an original action against
us and our directors and officers to enforce liabilities based upon such United
States’ securities laws.




We
may experience difficulty attracting and retaining qualified management to grow
our business, which could have a material adverse effect on our business and
financial condition.




We are
dependent on the services of key executives including our Chief Executive
Officer, President and other highly skilled and experienced executives and
personnel focused on advancing our corporate objectives as well as the
identification of new opportunities for growth and funding.  Due to
our relatively small size, the loss of these persons or our inability to attract
and retain additional highly skilled employees required for our activities may
have a material adverse effect on our business and financial
condition.




We
may fail to achieve and maintain adequate internal control over financial
reporting pursuant to the requirements of the Sarbanes-Oxley Act.




We
documented and tested during our two most recent fiscal years our internal
control procedures in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act (“SOX”). SOX requires an annual assessment by management of
the effectiveness of our internal control over financial reporting and, for
fiscal years commencing with our fiscal year ended July 31, 2008, an attestation
report by our independent auditors addressing the effectiveness of internal
control over financial reporting. We may fail to achieve and maintain the
adequacy of our internal control over financial reporting as such standards are
modified, supplemented, or amended from time to time, and we may not be able to
ensure that we can conclude, on an ongoing basis, that we have effective
internal control over financial reporting in accordance with Section 404 of
SOX.  Our failure to satisfy the requirements of Section 404 of SOX on
an ongoing, timely basis could result in the loss of investor confidence in the
reliability of our financial statements, which in turn could harm our business
and negatively impact the trading price or the market value of our securities.
In addition, any failure to implement required new or improved controls, or
difficulties encountered in their implementation, could harm our operating
results or cause us to fail to meet our reporting obligations. Future
acquisitions of companies, if any, may provide us with challenges in
implementing the required processes, procedures and controls in our acquired
operations. No evaluation can provide complete assurance that our internal
control over financial reporting will detect or uncover all failures of persons
within our Company to disclose material information otherwise required to be
reported.  The effectiveness of our processes, procedures and controls
could also be limited by simple errors or faulty judgments.  In
addition, as we continue to expand, the challenges involved in implementing
appropriate internal control over financial reporting will increase and will
require that we continue to improve our internal control over financial
reporting.


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Under
U.S. federal tax rules, we may be classified as a passive foreign investment
company (a “PFIC”), which may result in special and generally unfavorable U.S.
federal tax consequences to our U.S. shareholders.




As a
non-U.S. corporation, we may be a PFIC depending on the percentage of our gross
income which is “passive”, within the meaning of the U.S. Internal Revenue Code
of 1986, as amended, or the percentage of our assets that produce or are held to
produce passive income.  We may have been a PFIC in our 2007 taxable
year, and we may be a PFIC in subsequent taxable years.  If we are a
PFIC for any taxable year during a U.S. shareholder’s holding period in our
common stock, such U.S. shareholder may be subject to increased U.S. federal
income tax liability on the sale of common shares or on the receipt of
dividends.  See Item 10.E - “Taxation”.  The PFIC rules are
complex and may be unfamiliar to U.S. shareholders.  Accordingly, U.S.
shareholders are urged to consult their own tax advisors concerning the
application of the PFIC rules to their investment in our common
shares.




Item 4
            Information on the
Company




A.
            History
      and Development of the Company




General
Background




We were
incorporated under the laws of the Province of British Columbia, Canada on
February 15, 1967 under the name Colby Mines Ltd. (N.P.L.).  On
January 11, 1977, we changed our name to Colby Mines Ltd. and then to Colby
Resources Corp. on February 11, 1980.  On October 14, 1999, we changed
our name to International Colby Resources Corporation and consolidated our
shares on a five for one basis.  On March 15, 2000, we changed our
name to “Canplats Resources Corporation”.  On December 15, 2005, our
shareholders adopted new articles as required by the then new British Columbia
Business Corporations Actand authorized an increase in our authorized capital from 100,000,000
common shares without par value to an unlimited number of common shares without
par value.




Our head
office and registered and records office is located at: Suite 1510 - 999 West
Hastings Street, Vancouver, British Columbia, Canada V6C 2W2.  The
contact person is R.E. Gordon Davis, Chairman and Chief Executive
Officer.  The telephone number is (604) 683-8218; the facsimile number
is (604) 683-8350.  We do not have a registered agent in the
United States.




In
October 2007, we announced the acquisition by staking of the Camino Rojo
Project, located in the state of Zacatecas, Mexico.  See Item 4.B -
“Business Overview”.




In
November 2008, we announced an initial resource estimate for the Camino Rojo
Project located in the state of Zacatecas, Mexico.  See Item 4.D -
“Property, Plant and Equipment”.




The
information contained in this Annual Report is current as at July 31, 2008,
other than where a different date is specified.


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B.
              Business
Overview


All
disclosure about our exploration properties in this Annual Report conforms to
the standards of United States Securities and Exchange Commission Industry Guide
7, Description of Property by
Issuers Engaged or to be Engaged in Significant Mining Operations, other
than disclosure of “Mineral Resources”, “Measured Mineral Resources”, “Indicated
Mineral Resources” and “Inferred Mineral Resources”, which are geological and
mining terms as defined in accordance with Canadian National Instrument 43-101
under the guidelines set out in the CIM Standards.  U.S. investors in
particular are advised to read carefully the definitions of these terms as well
as the explanatory and cautionary notes in the Glossary, and the cautionary
notes below, regarding use of these terms.




Our
primary business focus is the exploration for gold in Mexico.  We are
an exploration stage company and none of our properties are currently beyond the
advanced exploration stage.  There is no assurance that a commercially
viable mineral deposit exists on any of our properties and further exploration
work may be required before a final evaluation as to the economic and legal
feasibility is determined.  For further information, see Item 3.D -
“Risk Factors”.




We
currently have one principal mineral property, the Camino Rojo Project, located
in Zacatecas State, Mexico.  We expect to continue to expend the
majority of our exploration efforts on the Camino Rojo Project in
2009.  We have six secondary properties, all of which are located in
Mexico: Rodeo Gold Prospect, Yerbabuena Gold Prospect, El Rincon Gold Prospect,
Mecatona Gold Prospect, Maijoma Prospect and El Alamo
Prospect.  During 2009, we will be assessing our secondary properties
to determine whether additional exploration is warranted.




Camino
Rojo Project




In July
2007, we acquired, by staking, the Camino Rojo Project in Zacatecas State,
Mexico, subject to the payment of a finder’s fee to LCI.  Under the
terms of the agreement with LCI, we are required to pay:




·
            LCI
      US$5,000 on acquisition of the property
(paid);




·
            every
      six months, the greater of US$5,000 and 2% of direct exploration
      expenditures made for the benefit of the property;
  and




·
            on
      commencement of commercial production on the property, a 0.25% net smelter
      return royalty;




provided
that the maximum amount payable to LCI for the Camino Rojo Project is
US$2,000,000.




We
currently hold a 100% interest in the Camino Rojo Project, subject to making the
above described payments to LCI.




Rodeo
Gold Prospect




In
February 2003, we acquired by staking a 100% interest in the Rodeo gold prospect
located 150 kilometres north of Durango, Mexico, subject to the payment of a
finder’s fee to La Cuesta International, Inc. (“LCI”).  Under an
agreement dated February 20, 2003, we are required to pay LCI a finder’s fee in
respect of our acquisition of the Rodeo prospect of:




·
            US
      $10,000 on signing the agreement
(paid);




·
            every
      six months commencing June 11, 2003, the greater of US $5,000 and 2% of
      direct exploration expenditures made for the benefit of the
      property;


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·
            on
      commencement of commercial production on the property, a 0.25% net smelter
      returns royalty (net smelter returns (“NSR”) means the amount actually
      paid to the mine or mill owner from the sale of ore, minerals and other
      materials or concentrates mined and removed from mineral properties. This
      type of royalty provides cash flow that is free of any operating or
      capital costs and environmental
liabilities.);




provided
that the maximum amount payable to LCI in respect of the finder’s fee for the
Rodeo prospect is US $500,000.




In
October 2003, we granted to Silver Standard Resources Inc. (“Silver Standard”) a
right of first offer on all properties referred to us by Silver
Standard.  Under the terms of the right of first offer, if we intend
to dispose of an interest in any referred property, we must give Silver Standard
the first opportunity to acquire the interest.  Our Rodeo property is
subject to the right of first offer.




We
currently hold a 100% interest in the Rodeo prospect, subject to making the
above described payments to LCI and the right of first offer granted to Silver
Standard.




Yerbabuena
Gold Prospect




Under an
agreement dated July 11, 2003, we acquired from LCIa lease with option to
purchase a 100% interest in the Yerbabuena gold prospect located approximately
150 kilometres north-northwest of Durango, Mexico.  In order to
maintain the lease in good standing, we are required to pay LCI:




·
            US
      $7,500 on signing the agreement
(paid);




·
            US
      $5,000 on or before September 1, 2003
(paid);




·
            US
      $7,500 on or before March 1, 2004
(paid);




·
            US
      $7,500 on or before September 1, 2004
(paid);




·
            US
      $10,000 on or before March 1, 2005
(paid);




·
            US
      $10,000 on or before September 1, 2005
(paid);




·
            US
      $15,000 every six months thereafter commencing March 1, 2006
      (paid);




·
            on
      commencement of commercial production on the property, the greater of US
      $25,000 per quarter and a 2% NSR;




We can
purchase the property from LCI at anytime on payment of US $2,000,000, less all
lease payments described above.




Our
Yerbabuena prospect is subject to the right of first offer granted to Silver
Standard.




Under the
terms of the lease with option to purchase, we have the exclusive right to
explore and mine the Yerbabuena prospect, subject to making the above described
payments to LCI and the right of first offer granted to Silver
Standard.


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El
Rincon Gold Prospect




In May
2004, we acquired by staking a 100% interest in the El Rincon gold prospect
located in Durango State, Mexico, subject to the payment of a finder’s fee to
LCI and the back-in right to Silver Standard.  Under an agreement
dated August 24, 2004, we are required to pay LCI a finder’s fee in respect of
our acquisition of the El Rincon prospect of:




·
            US
      $5,000 on signing the agreement
(paid);




·
            every
      six months commencing May 3, 2004, the greater of US $5,000 and 2% of
      direct exploration expenditures made for the benefit of the
      property;




·
            on
      commencement of commercial production on the property, a 0.25%
      NSR;




provided
that the maximum amount payable to LCI in respect of the finder’s fee for the El
Rincon prospect is US $2,000,000.




Effective
March 24, 2004, we granted Silver Standard a one-time right to acquire a 51%
interest in any property we acquire that was referred to us by Silver Standard,
which is known as the “back-in right”.  This one-time right to acquire
replaces the right of first offer, granted in 2003, for properties acquired
after March 24, 2004.  In order to exercise the back-in right in
respect of any property, Silver Standard must (a) exercise the back-in right
prior to, or on, our incurring US $1.5 million in exploration expenditures on
the property and (b) incur exploration expenditures equal to twice the
acquisition and exploration expenditures we have incurred on the property at the
time of exercise.  The El Rincon prospect is subject to the back-in
right granted to Silver Standard.




We
currently hold a 100% interest in the El Rincon gold prospect, subject to making
the above described payments to LCI and the back-in right granted to Silver
Standard.




Mecatona
Gold Prospect




In
December 2005, we acquired the Mecatona Gold Prospect consisting
of:




·
            an
      option to acquire 12 claims comprising 65.7301 hectares with the following
      payments:




o
            US
      $5,000 on signing the agreement
(paid);




o
            US
      $10,000 on the first anniversary of signing the agreement
      (paid);




o
            US
      $20,000 on the second anniversary of signing the agreement
      (paid);




o
            US
      $215,000 on the third anniversary of signing the agreement;
      and




o
            a
      1% NSR capped at US $250,000;




·
            an
      option to acquire one claim comprising 29.5896 hectares with the following
      payments:




o
            US
      $10,000 on signing the agreement
(paid);




o
            US
      $20,000 on the first anniversary of signing the agreement
      (paid);




o
            US
      $30,000 on the second anniversary of signing the agreement
      (paid);




o
            US
      $50,000 on the third anniversary of signing the
  agreement;




o
            US
      $90,000 on the fourth anniversary of signing the agreement;
      and


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-




o
            US
      $800,000 on the fifth anniversary of signing the agreement;
      and




·
            the
      acquisition of two claims covering approximately 4,000 hectares for
      staking costs.




We are
required to pay LCI a finder’s fee in respect of our acquisition of the Mecatona
prospect of:




·
            US
      $5,000 on signing the agreement
(paid);




·
            every
      six months the greater of US $5,000 and 2% of direct exploration
      expenditures made for the benefit of the
  property;




·
            on
      commencement of commercial production on the property, a 0.25%
      NSR;




provided
that the maximum amount payable to LCI in respect of the finder’s fee for the
Mecatona Gold Prospect is US $2,000,000.




In
November 2008, we terminated the option to acquire 12 claims comprising 65.7301
hectares and the option to acquire one claim comprising of 29.5896
hectares.  The Mecatona Gold Prospect now comprises two claims
covering approximately 4,000 hectares.




The
Mecatona Gold Prospect is subject to the back-in right granted to Silver
Standard (See Item 4.B - “El Rincon Gold Prospect”).




We
currently hold a 100% interest in the Mecatona Gold Prospect, subject to making
the above described payments to LCI and the back-in right granted to Silver
Standard.




Maijoma
Prospect




In May
2006, we acquired by staking a 100% interest in the Maijoma Prospect located in
Chihuahua State, Mexico, subject to the payment of a finder’s fee to
LCI.  Under an agreement dated January 1, 2006, we are required to pay
LCI a finder’s fee in respect of our acquisition of the Maijoma Prospect
of:




·
            US
      $5,000 on signing the agreement
(paid);




·
            every
      six months commencing October 28 2006, the greater of US $5,000 and 2% of
      direct exploration expenditures made for the benefit of the
      property;




·
            on
      commencement of commercial production on the property, a 0.25%
      NSR;




provided
that the maximum amount payable to LCI in respect of the finder’s fee for the
Maijoma Prospect is US $2,000,000.




We
currently hold a 100% interest in the Maijoma Prospect, subject to making the
above described payments to LCI.




El
Alamo Prospect




In
December 2006, we acquired by staking a 100% interest in the El Alamo Prospect
located in Chihuahua State, Mexico, subject to the payment of a finder’s fee to
LCI.  Under the terms of the agreement with LCI, we are required to
pay:




·
            LCI
      US$5,000 on acquisition of the property
(paid);




·
            every
      six months, the greater of US$5,000 and 2% of direct exploration
      expenditures made for the benefit of the property;
  and


- 14
-




·
            on
      commencement of commercial production on the property, a 0.25% net smelter
      return royalty;




provided
that the maximum amount payable to LCI for the El Alamo Prospect is
US$2,000,000.




We
currently hold a 100% interest in the El Alamo Prospect, subject to making the
above described payments to LCI.




C.
            Organizational
Structure




We have
one subsidiary: Canplats de Mexico S.A. de C.V., which was incorporated under
the laws of Mexico on January 5, 2004.  We hold a 100% beneficial
interest in Canplats de Mexico S.A. de C.V.




D.
            Property, Plant and
Equipment




Mexican
Gold Prospects




Camino
Rojo Project




Location,
Access and Infrastructure




The
Camino Rojo Project is located approximately 50 kilometres southeast of Goldcorp
Inc.’s Peñasquito mine in the northeast corner of the State of Zacatecas,
Mexico.  The property is accessed by a series of gravel roads from
paved Highway 54 and a high tension power line crosses the
project.  See the following Camino Rojo Property Location
Map.


























Land
Tenure




The
Camino Rojo Project consists of six claims covering approximately 340,872
hectares (~1,316 square miles).  In order to maintain our rights to
these claims, we are required to pay mining taxes to the Mexican
government.




History




The
Represa Zone, the main zone of mineralization outlined to date at the Camino
Rojo Project was discovered in a small quarry dug for road
aggregate.  The zone was defined by a backhoe test-pitting program
that included pits dug at 50-meter intervals along a 700 meter-long, east-west
oriented base line and three north-south survey lines ranging from 400 meters to
650 meters in length.  The pits were between 1.5 meters and 3.0+
meters deep.  Generally, two or more representative samples were
collected from bedrock in each pit.  Values for individual samples
ranged up to 6.18 grams of gold per tonne, 1.24% zinc and 1.46%
lead.


- 15
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Based on
a cut-off grade of 0.20 grams of gold per tonne, pit sampling defined an area
measuring 300 meters by 500 meters with the following average assay values
(based on an arithmetic average of pit samples collected within the
zone):  gold: 0.65 grams/tonne; silver: 10.7 grams/tonne; zinc: 0.21%;
and lead: 0.26%.  Within this zone is a higher grade core measuring
175 meters by 275 meters with the following average assay
values:  gold: 1.00 gram/tonne; silver: 11.3 grams/tonne; zinc: 0.18%;
and lead: 0.34%.




Geology




The
wholly-owned claims are underlain by sub-horizontal, calcareous siltstones and
sandstones of the Caracol Formation.  Although most of the claims are
covered by overburden, several small volcanic centers are located along a
structural lineament 8 to 10 kilometres southeast of the main zone of
mineralization on the property, known as the Represa Zone.




The
mineralization is hosted by siltstones and sandstones which are bleached,
iron-stained and locally brecciated, silicified and cut by quartz
veinlets.  The area is generally covered with overburden ranging from
0.25 meters to in excess of three meters in thickness.  The Represa
Zone is open to the east, west and to depth.




Status




To date,
a total of 122 diamond and reverse circulation drill holes totalling 39,727
meters have been completed at the Camino Rojo Project.  Metallurgical
testwork is currently underway and a preliminary assessment of the economics of
the project is expected to be commenced later in the year.




Resource
Estimate




As
of the date of this report, the Camino Rojo Project is without known Mineral
Reserves, and any activity carried out on the property is exploratory in
nature.




J.
Douglas Blanchflower, P. Geo, of Aldergrove, British Columbia completed the
following resource estimate for the Camino Rojo Project in accordance with the
standards of Canadian National Instrument 43-101 and the definitions of the CIM
Standards, in a report dated January 5, 2009.




Cautionary
Note to U.S. Investors concerning estimates of Measured Mineral
Resources.




Table No.
5 below uses the term “Measured Mineral Resource.”  We advise U.S.
investors that while such term is recognized and required under Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize
it.  U.S. investors
are cautioned not to assume that any part or all of the mineral deposits in this
category will ever be converted into reserves.








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of Contents







Table
No. 5


Canplats
Resources Corporation


Camino
Rojo Project - Represa


Measured
Mineral Resource Estimate


(0.2
g/t Gold for oxide and transitional resources and


0.3
g/t Gold for sulphide resources - Cutoff Grade)




Classification
            Tonnes
              (millions)
            Gold
      Grade
              (g/t)
            Silver
      Grade
              (g/t)
            Zinc
              (%)
            Lead
              (%)Measured
            9.58
            0.76
            13.40
            0.34
            0.29




Cautionary
Note to U.S. Investors concerning estimates of Indicated Mineral
Resources.




Table No.
6 below uses the term “Indicated Mineral Resource.”  We advise U.S.
investors that while such term is recognized and required under Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize
it.  U.S. investors
are cautioned not to assume that any part or all of the mineral deposits in this
category will ever be converted into reserves.




Table
No. 6


Canplats
Resources Corporation


Camino
Rojo Project - Represa


Indicated
Mineral Resource Estimate


(0.2
g/t Gold for oxide and transitional resources and


0.3
g/t Gold for sulphide resources - Cutoff Grade)




Classification
            Tonnes
              (millions)
            Gold
      Grade
              (g/t)
            Silver
      Grade
              (g/t)
            Zinc
              (%)
            Lead
              (%)Indicated
            153.81
            0.65
            11.44
            0.37
            0.18




Cautionary
Note to U.S. Investors concerning estimates of Inferred Mineral
Resources.




Table No.
7 below uses the term “Inferred Mineral Resources.”  We advise U.S.
investors that while such term is recognized and required under Canadian
regulations, the SEC does not recognize it.  “Inferred Mineral
Resources” have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility.  It cannot be
assumed that all or any part of an Inferred Mineral Resource will ever be
upgraded to a higher category.  Under Canadian rules, estimates of
Inferred Mineral Resources may not form the basis of feasibility or other
economic studies.  U.S. investors are cautioned not to
assume that any part or all of an Inferred Mineral Resource exists, or is
economically or legally mineable.


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of Contents







Table
No. 7


Canplats
Resources Corporation


Camino
Rojo Project - Represa


Inferred
Mineral Resource Estimate


(0.2
g/t Gold for oxide and transitional resources and


0.3
g/t Gold for sulphide resources - Cutoff Grade)


Classification
            Tonnes
              (millions)
            Gold
      Grade
              (g/t)
            Silver
      Grade
              (g/t)
            Zinc
              (%)
            Lead
              (%)Inferred
            31.03
            0.56
            7.63
            0.31
            0.10




Rodeo
Gold Prospect




The Rodeo
gold prospect is located approximately 150 kilometres north of Durango, Mexico
and is comprised of two mineral claims covering an area of 13,820-hectare (53.4
square miles).  The property is accessed by paved
highway.




The Rodeo
property is located along a major northwest-trending fault system, which places
volcanic rocks against limestones and shales.




The Rodeo
prospect was explored in the 1990s by Monarch Resources de Mexico, S.A. de C.V.,
whose objective was to locate near-surface, bulk tonnage gold
mineralization.  Monarch completed extensive mapping, selective and
grid rock chip sampling, and reverse circulation drilling.  Sampling
demonstrated highly anomalous disseminated and vein-controlled values in gold,
silver, arsenic, antimony and mercury.  Strong geochemical anomalies
were noted in multiple target areas over significant lengths and
widths.




In
January and February 2004, we carried out a Phase 1 drill program at Rodeo of
reverse circulation drilling (a rotary percussion drill in which the drilling
mud and cuttings return to the surface through the drill
pipe).  Results of the program ranged from 0.71 grams per tonne of
gold over 10 metres (0.02 ounces per ton of gold over 32.8 feet) to 5.94 grams
per tonne of gold over 27 metres (0.17 ounces of gold per ton over
88.6).  In September 2004, we completed a Phase 2 drill program at
Rodeo, with results ranging from holes with no significant values of gold to
2.04 grams of gold per tonne over 29 metres (0.06 ounces of gold per ton over
95.1 feet).  During 2007, a follow up drill program was completed
without encountering significant results.  In the three programs, a
total of 3,291 meters in 25 holes were drilled.




Yerbabuena
Gold Prospect




The
Yerbabuena gold prospect is located approximately 150 kilometres north-northwest
of Durango, Mexico and is comprised of three mineral claims totaling 7,610
hectares (29.4 square miles). The property is accessed by gravel
road.




The
Yerbabuena prospect is located along a major northwest-trending fault system,
which places volcanic rocks against limestones and shales.  The
property covers four distinct areas of mineralization.




In May
2005, we completed a Phase 1 drill program at Yerbabuena consisting of 12
reverse circulation drill holes totalling 1,882 meters and three diamond drill
holes (a type of rotary drill in which the cutting is done by abrasion using
diamonds embedded in a matrix with the drill cutting a core of rock which is
recovered in long cylindrical sections) totalling 608 meters.  Results
of the program ranged from no significant values in certain drill holes to 0.57
grams per tonne of gold over 31.5 metres (0.02 ounces of gold per
ton over 103 feet).  We are currently assessing the property to
determine whether follow up work is warranted.


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of Contents





El
Rincon Gold Prospect




The El
Rincon Gold Prospect is located approximately 100 kilometres north of Durango,
Mexico and is comprised of one mineral claim totaling 13,300 hectares (51.4
square miles). The property is accessed by gravel road.




The El
Rincon prospect is located along a northeast-trending structural corridor which
hosts two nearby gold deposits.  The property covers geophysical
anomalies, for which mapping, sampling and detailed geophysics are recommended
prior to drilling.




Mecatona
Gold Prospect




The
Mecatona Gold Prospect is located approximately 12 miles south of Parral, Mexico
and is comprised of two claims covering approximately 15.4 square miles (4,000
hectares). The property is accessed by gravel road.




The
Mecatona Gold Prospect now covers the perceived extensions of the principal
veins of the Mecatona gold-silver district where historic mining activities
focused on gold-silver production from epithermal veins measuring from one to
five meters in thickness.  In late 2005, a mapping and sampling
program was completed to identify drill sites.  In March 2006, a drill
program comprised of 10 holes totalling 1,010 meters was completed that tested
the Maria and Plateada veins on the Mecatona Gold Prospect.  The best
results from the drill program came from the Maria Vein where drilling
intersected up to 2.4 grams of gold-equivalent per tonne over 42 meters (0.07
ounces of gold-equivalent per ton over 137.8 feet) from surface in hole MC-08.
Drilling tested approximately 600 meters of strike length of the vein, which has
been mapped over 2,000 meters.  In November 2008, we terminated our
option agreements that covered the area of historic mining
activities.  We are currently assessing the remainder of the property,
that covers the perceived extensions of the principal veins of the historic
mining activities, to determine whether a follow up drill program is
warranted.




Maijoma
Prospect




The
Maijoma Prospect is located approximately 70 kilometres southeast of Ojinaga,
Mexico and is comprised of one claim block covering approximately 48 square
miles (12,500 hectares). The property is accessed by gravel road from paved
Highway 67.




The
prospect covers a large (+25 kilometres2) area of hydrothermal alteration within
the lower volcanic sequence.  This alteration is associated with
iron-stained and locally silicified volcanic breccias, rhyolite-to-latite dikes
and domes, and highly calcified intrusive rocks.  Several small
windows through the volcanic sequence have exposed intensely altered limestone
and skarn with associated jasperoids, hematite, jarosite, sulphide casts and
local gossans up to two meters thick.  Exploration targets for the
property include massive sulphide veins and replacement zones (mantos and
chimneys) localized along structures peripheral to a variably skarned intrusive;
and precious and base metals disseminated in the host sedimentary and volcanic
rocks around the intrusive.  An initial drill program has been
recommended based on prospecting, geological mapping and a limited geophysical
study; however, the program has been held in abeyance as we focus our financial
and technical resources on the Camino Rojo Project.




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El Alamo
Prospect




The El
Alamo Prospect is located 66 kilometres southeast of Presidio, Texas and 42
kilometres northeast of the Maijoma Prospect.  We also hold a 100%
interest in the Aqua Loca and Los Volcanes claims that cover the area between
the ElAlamo Prospect and the Maijoma Prospect (located 42 kilometres to the
southwest).  The El Alamo Prospect is accessed by gravel road from
paved Highway 67.




At El
Alamo, a large area of variably-altered sediments and carbonates is enclosed by
weakly-altered rhyolite volcanics. Several northwest-trending structures have
been mapped and sampled over a strike length of 6
kilometres.  Showings along the structure are marked by quartz
veining, from 1 meter to 5 meters in width.  The host rock has been
altered to skarn and marble over varying widths of 5 meters to 25 meters from
the vein.  Samples along the vein generally assayed between 20 g/t
silver and 260 g/t silver.  An IP geophysical survey identified
several anomalies at shallow to moderate depths which are closely associated
with the structures.  Further exploration of the El Alamo Prospect has
been held in abeyance as we focus our financial and technical resources on the
Camino Rojo Project.




Office
Space




Under a
Management Services Agreement with Silver Standard, we retained Silver Standard
to provide us with general corporate management, accounting, administrative and
technical services.  For personnel, hourly rates charged are based on
direct salary costs and benefits, as well as a factor for overhead costs, office
equipment, usage, management services personnel, office space and
furnishings.  In July 2008, we agreed to lease our head office, 1510 -
999 West Hastings Street, for a six year term commencing in September
2008.  Under the terms of the lease, we agreed to lease 2,209 square
feet of office space at rates increasing from $77,315 in the first year to
$88,360 in the sixth year.  We have also agreed to pay our
proportionate share of operating costs and property taxes over the term of the
lease.  On October 31, 2008, we gave notice of termination
of our Management Services Agreement with Silver Standard.  See Item
6D. - “Employees”.  As of January 1, 2009, we have retained our own
general corporate management, accounting and administrative and technical
services staff.  Certain Silver Standard personnel are continuing to
provide us with services as we complete the transition to operating with our own
staff.




Item
      5
            Operating and
      Financial Review and
Prospects




A.
            Operating
      Results




Management’s
discussion and analysis is presented in relation to our financial statements,
which statements are prepared in accordance with Canadian
GAAP.  Reference should be made to note 15 to our financial statements
for a discussion of material differences from the amount presented to U.S.
GAAP.




Year
ended July 31, 2008 compared to year ended July 31, 2007.




During
the fiscal year ended July 31, 2008, the Company incurred a loss of $3,595,000
($0.07 per share) compared to a loss of $872,000 ($0.02 per share) for fiscal
year ended July 31, 2007.




Total
expenses for the year increased to $3,714,000 from the $931,000 recorded in the
prior year.  During the year, 2,815,000 (2007 - 2,040,000) stock
options were granted to employees, directors and
consultants.  Stock-based compensation expense for the year was
$2,689,000 (2007 - 562,000).  The increase was attributed to
amortization of the fair value of additional stock options granted during the
current year, which increased in part as a result of the addition of management
and consultants to advance the Camino Rojo project.  Salaries expense
was $277,000 compared to $61,000 in the prior year.  The increase was
also related to senior management added during the year.  Without
stock-based compensation
expense, total expenses in the current year were $1,025,000, resulting in an
increase of $656,000 in 2008 compared to 2007.  Exploration expense
decreased to $41,000 from $129,000 in the prior year as the Company reduced
grass roots exploration and continued to focus on the Camino Rojo project after
initial drilling results confirmed significant mineralization.  The
arrangement with G2 Consultants Corporation to provide investor relations
services continued throughout fiscal 2008.  Total investor relations
costs for fiscal 2008 were $350,000 compared to $89,000 recorded in the prior
year.  Listing and filing fees of $18,000 (2007 - $10,000) increased
in the current year due to financing activity.  Professional fees of
$134,000 (2007 - $34,000) increased in the current year due to accruals for
higher audit fees and first year compliance with Bill-198 (Ontario) and
Sarbanes-Oxley Act of 2002 (United States).  Office costs of $139,000
(2007 - $14,000) increased in the current year due to the Company securing
separate office space.


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Interest
income was $158,000 compared to $76,000 in the prior year.  The
increase in interest income was due to a higher cash balance on hand subsequent
to the Company’s $15,750,000 private placement in February
2008.  Foreign exchange gain for the year was $64,000 compared to a
loss of $17,000 in the prior year.  The foreign exchange gain reflects
the fluctuation between the Canadian and US dollar exchange rates during the
year.  Write-down of mineral properties was $103,000 compared to $nil
in the prior year.  The write-down relates to the Mecatona property in
Mexico after the Company determined to allow option agreements underlying a
portion of the mineral claims that comprise the Mecatona property to lapse
subsequent to year end.




Year
ended July 31, 2007 compared to year ended July 31, 2006.




During
the fiscal year ended July 31, 2007, the Company incurred a loss of $872,000
($0.02 per share) compared to a loss of $336,000 ($0.01 per share) for fiscal
year ended July 31, 2006.




Total
expenses for the year increased to $931,000 from the $348,000 recorded in the
prior year.  During the year, 2,040,000 (2006 - nil) stock options
were granted to employees, directors and consultants. Stock-based compensation
expense for the year was $562,000 (2006 - nil).  Without stock-based
compensation expense, total expenses in the current year were $369,000,
resulting in an increase of $21,000 in 2007 compared to
2006.  Exploration expense decreased to $129,000 from $135,000 in the
prior year.  The arrangement with G2 Consultants Corporation to
provide investor relations services continued throughout fiscal
2007.  Investor relations costs for fiscal 2007 were $89,000 compared
to $88,000 recorded in the prior year and of the amount expended in fiscal
2007.  Listing and filing fees of $10,000 (2006 - $14,000) decreased
in the current year due to less financing activity.  Professional fees
of $34,000 (2006 - $10,000) increased in the current year due to an
under-accrual in audit fees for the 2006 year-end as well as higher than
expected costs associated to the current year’s audit.  Office costs
of $14,000 (2006 - $7,000) increased in the current year due to additional
mailing costs related to the calling of warrants in accordance with the warrant
agreements.




Interest
income increased to $76,000 in fiscal 2007, compared to $18,000 in fiscal
2006.  This increase relates to higher cash balances available for
investment and higher interest rates.




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Selected Quarterly Financial
Data (unaudited)




2008
              $
            2007
              $Q1
            Q2
            Q3
            Q4
            Q1
            Q2
            Q3
            Q4Total
      revenues
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            Nil
            NilLoss
      for the quarter
            (810,000)(1)
            (583,000)
            (417,000)
            (1,785,000)(2)
            (93,000)
            (534,000)(3)
            (154,000)
            (91,000)Loss
      per share - basic and diluted
            (0.01)
            (0.01)
            (0.01)
            (0.04)
            (0.00)
            (0.01)
            (0.00)
            (0.01)




(1)
            During
      the first quarter of fiscal 2008, the Company issued 1,620,000 stock
      options at an exercise price of $0.44.  The stock-based
      compensation expense that was recorded was
  $348,000.


(2)
            During
      the fourth quarter of fiscal 2008, the Company issued 410,000 stock
      options at exercise prices between $4.10 - $4.15.  The
      stock-based compensation expense that was recorded was
      $1,377,000.


(3)
            During
      the second quarter of fiscal 2007, the Company issued 2,040,000 stock
      options at an exercise price of $0.44.  The stock-based
      compensation expense that was recorded was
  $434,000.




Fourth
quarter ended July 31, 2008 compared to fourth quarter ended July 31,
2007




The loss
for the fourth quarter was $1,785,000 ($0.04 per share) compared to a loss of
$91,000 ($0.01 per share) in the fourth quarter of the prior
year.  The increased loss for the quarter over the prior year is
mainly due the non-cash stock-based compensation expense of $1,377,000 compared
to $64,000 in the prior year due to new stock options granted during the
quarter.  A write-down of mineral property for $103,000 was also
recorded in the period after the Company determined to allow option agreements
underlying a portion of the mineral claims that comprise the Mecatona property
to lapse subsequent to year end.  Salaries and office expenses also
increased as a result of additional senior management hired during the
year.




B.
            Liquidity and Capital
Resources




At July
31, 2008, we had $7,343,000 (2007 - $2,107,000) in cash and cash equivalents and
working capital of $5,825,000 (2007 - $2,049,000).  Management has
estimated that we will have adequate funds from existing working capital to meet
our corporate, administrative and property obligations for the coming
year.  If we are to advance or develop our mineral properties further,
it will be necessary to obtain additional financing and while we have been
successful in the past, there can be no assurance that we will be able to do so
in the future.




We have
no contractual obligations other than discretionary mineral property holding and
finders fee costs and an office lease.




Operating
Activities




Operating
activities required a funding of $483,000 in 2008 and $305,000 and $398,000 for
the years ending July 31, 2007 and July 31, 2006, respectively.




Financing
Activities




For the
year, the Company completed a $15,750,000 private placement of 7,000,000 units
at $2.25 per unit for net proceeds of $14,632,000 after commission and
expenses.  Each unit consisted of one common share and one-half common
share purchase warrant with an exercise price of $3.00 per warrant for a period
of 24 months.  Net proceeds from the private placement are being used
to advance mineral projects in Mexico and for general working capital
purposes.




A total
of $567,000 was raised in fiscal 2008 through the exercise of warrants and
options.  A summary of the components of the funds raised in 2008 and
the two prior years is as follows:


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2008
                  $
                2007
                  $
                2006
                  $Private
      placement
                15,750,000
                -
                2,030,000Exercise
      of stock options
                375,000
                23,000
                6,000Exercise
      of warrants
                192,000
                2,102,000
                26,00016,317,000
                2,125,000
                2,062,000




A total
of $2,125,000 was raised in fiscal 2007 through the exercise of warrants and
options.




In
September 2006, $23,000 was raised from the exercise of 75,000 stock options
that had an exercise price of $0.30 per share.  An additional
$2,102,000 was raised throughout the year from the exercise of 8,407,250
warrants that had an exercise price of $0.25 per share.




In
January 2006, the Company completed a private placement consisting of 5,150,000
units at a price of $0.20 per unit for total proceeds of
$1,030,000.  In June 2006, the Company completed a second private
placement consisting of 5,000,000 units at a price of $0.20 per unit for total
proceeds of $1,000,000.  $6,000 was raised from the exercise of 50,000
stock options that had an exercise price of $0.11 per share.  An
additional $26,000 was raised from the exercise of 105,000 warrants that had an
exercise price of $0.25 per share.




Investing
Activities




A total
of $8,475,000 (2007 - $1,173,000) was spent on the Company’s various mineral
properties in fiscal 2008.  All of the funds were spent on properties
in Mexico.




The most
active exploration program during the year was on the Camino Rojo Property,
located in Zecatecas State in north-central Mexico, which accounted for 98% of
the total spending.  Drilling commenced on the project in November
2007 and has now outlined mineralization at the Represa Zone along a length of
1,300 meters and to a vertical depth exceeding 700 meters.  An initial
independent resource estimate for the Represa Zone was completed and announced
on November 24, 2008.




Value-added
tax receivable increased to $1,115,000 during the year compared to $183,000 in
the prior year as a result of increased exploration expenditures at the Camino
Rojo property in Mexico.




Acquisitions
and Disposals




See Item
4.A - “General Background”.




Risks
and Uncertainties




As a
mineral exploration company, we are exposed to a number of risks and
uncertainties.  See Item 3.D.-”Risk Factors”.




Impact
of Inflation




Currently,
inflation in Canada is similar to that in the U.S.  Inflation is not
expected to have a material impact on us beyond the impact on all businesses
generally, such as higher cost of materials, services and
salaries.


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of Contents







C.
              Research and Development, Patents and Licenses,
      etc.


We are a
mineral exploration company with no producing properties; the information
required by this item is inapplicable.




D.
            Trend Information




We are a
mineral exploration company with no producing properties; the information
required by this item is inapplicable.




Item
      6
            Directors, Senior
      Management and Employees




A.
            Directors
      and Senior Management




The
following table lists as of December 31, 2008 the names of our directors and
senior management.  Each of the directors and senior officers has
served in his respective capacity since his election and/or appointment and will
serve until the next annual general meeting of shareholders or until a successor
is duly elected, unless the office is vacated in accordance with our
Articles.




Table
No. 8


Our
Directors and Senior Management




Name
              Position
      with Canplats
              Date
      of First
                Appointment
              AgeGordon
      J. Bogden(1)(2)(3)
              Director
              November
      2008
              50R.E.
      Gordon Davis(3)
              Chairman,
      CEO and Director
              March
      2000
              70James
      W. Tutton(1)(2)(3)
              Director
              October
      1999
              69David
      H. Watkins(1)(2)(3)
              Director
              April
      2008
              64Bruce
      A. Youngman(3)
              President
      and COO
              December
      2007
              51Kenneth
      C. McNaughton(3)
              Vice
      President, Exploration
              March
      2000
              50Tom
      S.Q. Yip(3)
              Vice
      President, Finance & CFO
              July
      2007
              51John
      J. Kim(3)
              Corporate
      Secretary
              December
      2007
              41Joseph
      J. Ovsenek(3)
              Assistant
      Corporate Secretary
              January
      2004
              50




(1)
            Member
      of the Audit Committee


(2)
            Member
      of the Compensation Committee


(3)
            Resident
      of Canada




Resumes




Our
Board of Directors and Senior Management




The
following is a brief description of the principal business activities ofour directors and senior
management:






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of Contents





Gordon J.
Bogden




Mr.
Bogden is the Managing Partner of Gryphon Partners, a specialised investment
banking group.  He has extensive experience as an investment banker
having most recently held the position as Vice Chairman and Head of Global
Mining and Metals, Corporate and Investment Banking at National Bank Financial
Inc. Prior to National Bank, Mr. Bogden held senior positions with Beacon Group
Advisors Inc., Newcrest Capital Inc., N.M. Rothschild & Sons Canada Limited
and CIBC Wood Gundy Securities (the predecessor company to CIBC World
Markets).  Mr. Bogden began his career as a professional engineer and
geophysicist, having co-founded Quantech Consulting Inc. (now known as Quantec
Geoscience Inc.).  He holds a Bachelor of Science in Geology from
Queen’s University, is a Certified Corporate Director and a Professional
Engineer (Ontario).  Mr. Bogden also serves as a director of Aeroquest
International Ltd., International Royalty Corporation and Volta Resources
Inc.




R.E.
Gordon Davis




Mr. Davis
is our Chairman and Chief Executive Officer and responsible for our day to day
operations as well as strategic planning and the raising of capital to fund our
operations.  Mr. Davis graduated with a Bachelor of Applied Science
Degree in Geological Engineering in 1962.  He was a Director and
Senior Executive with Dynasty Explorations Ltd. and its successor corporation,
Cyprus Anvil Mining Corporation from 1964 to 1982.  Since 1982, Mr.
Davis has been a director of a number of resource companies including Pine Point
Mines Ltd., Cabre Exploration Ltd. and Golden Knight Resources
Inc.  Mr. Davis also currently serves as a director of Silver
Standard, a mineral resource exploration company (whose shares are listed on the
Toronto Stock Exchange and Nasdaq Global Market) with which we have one common
director and certain common officers, and as a director of Pacific Ridge
Exploration Ltd.




James
W. Tutton




Mr.
Tutton is a self-employed business consultant.  From 1968 to 1992 he
was employed as Chairman, President and Director of Webb & Knapp (Canada)
Ltd. following amalgamation with Wolstencroft Agencies Ltd.  Mr.
Tutton also serves as a director of Archon Minerals Limited, Horseshoe Gold
Mining Inc., Finlay Minerals Ltd., Consolidated Firstfund Capital Corp., New
Nadina Explorations Limited, Williams Creek Explorations Limited and Prism
Resources Inc.




David
H. Watkins




Mr.
Watkins has been the President and Chief Executive Officer of Atna Resources
Ltd. since 2000.  Mr. Watkins is an international mining
executive with over 40 years of experience in building and managing mining
companies.  He is a geologist by training whose work resulted in the
discovery, acquisition, development, and operation of 15 successful gold,
copper, and zinc mines in Canada, US, Chile, Peru, Australia, and
Zambia.  His experience includes managing a number of corporate
mergers, acquisitions, and dispositions.  Prior to joining Atna, he
was Senior Vice President of Cyprus Amax Minerals Company responsible for
worldwide exploration and business development.  He was President of
Minnova Inc., a successor company to Falconbridge Copper where he and his teams
discovered and built a number of mines that resulted in five operating divisions
producing gold silver, copper, and zinc for the company.




Bruce
A. Youngman




Mr.
Youngman has been appointed President and Chief Operating Officer to lead our
management team in advancing our exploration programs at the Camino Rojo Project
and at our other properties.  Mr. Youngman has over 25 years of
experience in mineral exploration and public company management.  He
holds a Bachelor of Science Degree in Geology from the University of British
Columbia.  Mr. Youngman served as
a director and senior officer of Northern Dynasty Minerals Ltd. and was closely
involved in the acquisition and exploration of the Pebble Gold-Copper Porphyry
Project in Alaska.


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Kenneth
C. McNaughton




Mr.
McNaughton devotes approximately 5% of his time to our business, with the
remainder of his time allocated to Silver Standard.  Mr. McNaughton is
a professional engineer and earned a B.A.Sc. and M.A.Sc. in geological
engineering in 1981 and 1983, respectively, from the University of
Windsor.  Before joining Silver Standard in 1991 as Vice President,
Exploration, he worked as contract engineer for Oretech Engineering and worked
on exploration programs for three bulk mineable gold or copper/gold deposits in
Arizona and British Columbia.  From 1984 to 1989, he was employed by
Corona Corporation and its affiliate Mascot Gold Mines Ltd. as a project
geologist and engineer for projects in British Columbia.  Mr.
McNaughton also serves as a director of Minco Silver Corporation.




Tom
S.Q. Yip




Mr. Yip
devotes approximately 10% of his time to our business, with the remainder of his
time allocated to Silver Standard.  Mr. Yip is Vice President, Finance
and Chief Financial Officer.  His career includes over 20 years in
senior financial management positions in the resources and mining industry.
Prior to joining Silver Standard, he held the position of Vice-President and
Chief Financial Officer at Asarco, LLC.  He also held finance roles of
increasing responsibility at Echo Bay Mines Ltd., including Vice-President,
Finance and Chief Financial Officer, before the company merged with Kinross Gold
Corporation in 2003.  Mr. Yip is a chartered accountant and holds a
Bachelor of Commerce in Business Administration from the University of
Alberta.




John
J. Kim




Mr. Kim
devotes approximately 20% of his time to our business, with the remainder of his
time allocated to Silver Standard.  Mr. Kim has over 11 years
experience as a paralegal at several law firms in Vancouver practising in the
area of securities and corporate finance.  His experience includes
legal matters related to acquisitions, mergers, takeovers, initial public
offerings, secondary financings, cross-border financings, stock option plans,
public company disclosure requirements and stock exchange listings as well as
SEDAR, SEDI and EDGAR filings.  Mr. Kim’s primarily responsible for
our securities and corporate filings management.  He is currently the
Corporate Secretary for Silver Standard Resources Inc.




Joseph
J. Ovsenek




Mr.
Ovsenek devotes approximately 5% of his time to our business, with the remainder
of his time allocated to Silver Standard.  Mr. Ovsenek is Senior Vice
President, Corporate of Silver Standard and is responsible for Silver Standard’s
day-to-day corporate activities, including corporate and securities
compliance.  Mr. Ovsenek has been a practicing corporate lawyer for
over 18 years, and holds a Bachelor of Law degree from the University of
Toronto.  He originally joined Silver Standard as legal counsel in
1996.  He is also a registered professional engineer, and holds a
Bachelor of Applied Science (Mech. Eng.) from the University of British
Columbia.




There are
no family relationships among the members of our board of directors or the
members of our senior management.


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B.
              Compensation


We have
no formal plan for compensating our directors for their services in their
capacity as directors.  The board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director.  Other than
indicated below, no director received any compensation for his or her services
as a director, including committee participation and/or special
assignments.




Compensation
of Named Executive Officers




“Named
Executive Officers” means the Chief Executive Officer (“CEO”) and the Chief
Financial Officer (“CFO”) of a company, or if a company does not have a CFO, an
individual which acted in a similar capacity, regardless of the amount of
compensation of that individual, each of a company’s three most highly
compensated executive officers, other than the CEO and CFO, who were serving as
executive officers at the end of the most recent financial year and whose total
salary and bonus amounted to $150,000 or more.  In addition,
disclosure is also required for any individuals whose total salary and bonus
during the most recent financial year was $150,000 whether or not they are an
executive officer at the end of the financial year.




We
currently have two Named Executive Officers, R.E. Gordon Davis, the Chairman and
Chief Executive Officer and Tom S.Q. Yip, the Chief Financial Officer of the
Company.




Summary
Compensation Table




Table
No. 9


Summary
Compensation Table




Annual
      Compensation
            Long
      Term CompensationAwards
            PayoutsShares
      orName
      and Principal Position
            Year
              (1)
            Salary
              ($)
            Bonus
      ($)
            Other
      Annual Compen-
              sation
              ($)
            Securities
              Under
      Options Granted (#) (2)
            Units
      Subject to Resale Restrictions ($)
            LTIP
      Payouts ($)
            All
      Other Compen-
              sation
      ($)R.E.
      Gordon Davis
              Chairman,
      CEO and Director
            2008
              2007
              2006
            84,000(3)
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            200,000
              350,000
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              Nil
            Nil
              Nil
              NilTom
      S.Q. Yip
              Vice
      President, Finance and CFO
            2008
              2007
            Nil
              Nil
            Nil
              Nil
            Nil
              Nil
            100,000
              Nil
            Nil
              Nil
            Nil
              Nil
            Nil
              Nil




(1)
            Fiscal
      years ended July 31.


(2)
            Figures
      represent options granted during a particular year; see “Aggregated
      Option” table for the aggregate number of options outstanding at year
      end.


(3)
            Mr.
      Davis commenced receiving cash compensation of $12,000 per month on
      January 1, 2008.




Long
Term Incentive Plan




Long term
incentive plan (“LTIP”) means any plan providing compensation intended to
motivate performance over a period greater than one financial
year.  LTIPs do not include option or stock appreciation
rights plans or plans for compensation through shares or units that are subject
to restrictions on resale.  We did not grant any LTIPs during the
recently completed fiscal year ended July 31, 2008.


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Options
and SARs




Stock
Appreciation Rights




Stock
appreciation right (“SAR”) means a right, granted by an issuer or any of its
subsidiaries as compensation for employment services or office to receive cash
or an issue or transfer of securities based wholly or in part on changes in the
trading price of our shares.  No SARs were granted or exercised by the
Named Executive Officers during the recently completed fiscal year ended July
31, 2008.




Aggregated
Option Exercises During the Most Recently Completed Financial Year and Financial
Year-End Option Values




The
following table sets forth details of all exercises of stock options during the
last financial year ended July 31, 2008, by the Named Executive Officers and the
financial year-end value of unexercised options on an aggregated
basis:






Table
No. 10


Aggregated
Option Exercises During the Most Recently Completed Financial Year


and
Financial Year-End Option Values




Name
            Securities
      Acquired on Exercise
            Aggregate
      Value Realized ($)(1)
            Unexercised
      Options at Financial Year-End # Exercisable/ Unexercisable
            Value
      of Unexercised In-the-Money Options at Financial Year-End ($) (2)
      Exercisable/ UnexercisableR.E.
      Gordon Davis
            Nil
            Nil
            362,500
      / 187,500
            1,360,000
      / 675,000Tom
      S.Q. Yip
            Nil
            Nil
            50,000
      / 50,000
            180,000
      / 180,000




(1)
            Valued
      using the closing price of our common shares on the TSX Venture Exchange
      (the “Exchange”) on the date of exercise, less the exercise price per
      share.


(2)
            Valued
      using the closing price of our common shares on the Exchange on July 31,
      2008, being the last trading day of our shares for the financial year, of
      $3.60 per share, less the exercise price per
  share.




Termination of Employment,
Change in Responsibilities and Employment Contracts




We have
no plans or arrangements in respect of remuneration received or that may be
received by our Named Executive Officers in our most recently completed
financial year or current financial year in respect of compensating such officer
in the event of termination of employment (as a result of resignation,
retirement, change of control, etc.) or a change in responsibilities following a
change of control, where the value of such compensation exceeds $100,000 per
executive officer.




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Compensation
to Directors and Executive Officers
  Compensation of Directors
who are not Executive Officers


During
fiscal 2008, we had no arrangements, standard or otherwise, pursuant to which we
or our subsidiaries compensated our directors for their services in their
capacity as directors, or for committee participation, involvement in special
assignments or for services as consultants or experts.




The
following table sets forth details of all exercises of stock options during the
last financial year ended July 31, 2008, by directors who are not Named
Executive Officers, as a group, and the financial year-end value of unexercised
stock options on an aggregated basis:




Table
No. 11


Aggregated
Option Exercises in Last Financial Year and Financial Year-End Option Values of
Directors Who are Not Named Executive Officers (as a group)


Name
            Securities
      Acquired on Exercise
              (#)
            Aggregate
      Value Realized
              ($)(1)
            Unexercised
      Options at Financial Year-End (#) Exercisable/
    Unexercisable
            Value of Unexercised
      In-the-Money Options at Financial Year-End ($)(2)
      Exercisable/
      UnexercisableDirectors
      who are not Named Executive Officers (3)
            Nil
            Nil
            987,500
      / 562,500
            3,555,000
      / 2,025,000




(1)
            Valued
      using the closing price of our common shares on the Exchange on the date
      of exercise, less the exercise price per
share.


(2)
            Valued
      using the closing price of our common shares on the Exchange on July 31,
      2008, being the last trading day of our shares for the financial year, of
      $3.60 per share, less the exercise price per
  share.




During
the most recently completed financial year, except for the above-noted Stock
Options, our directors did not receive compensation for services provided to us
in their capacities as directors and/or consultants and/or experts.




Compensation of Directors
and Senior Officers




Total
compensation for all directors and senior officers during the year ended July
31, 2008 totalled $294,974.  This amount includes compensation based
on hourly rates charged for personnel by Silver Standard, which included direct
salary costs and benefits, as well as a factor for overhead costs, office
equipment, usage, management services personnel, office space and furnishings
(see Item 6.D. - “Employees”).




Executive
Benefits




We do not
have a pension, retirement fund or similar benefits plan or other arrangement
for non-cash compensation to our directors or senior officers, with the
exception of incentive stock options.




Options
to Purchase Securities from Company or Subsidiaries




Options
Outstanding




Stock
Options to purchase our securities are granted to our directors, officers and
employees on terms and conditions acceptable to the regulatory authorities in
Canada, notably the TSX Venture Exchange (the “Exchange”).  On
December 10, 2008, our Board of Directors approved an amended and restated stock
option plan (the “Stock Option Plan”), under which 10% of our issued and
outstanding shares are reserved for issuance on the exercise of incentive stock
options (including previously issued stock options).
The Amended and Restated Stock Option Plan was approved by our shareholders at
our Annual General and Special Meeting held on January 14, 2009.  The
Stock Option Plan supercedes our 2003 Stock Option Plan first approved by our
shareholders on December 17, 2003 and approved and ratified at each of our
subsequent Annual General Meetings.


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of Contents





Under our
Stock Option Plan, (a) stock options in favour of any one individual may not
exceed 5% of the issued and outstanding shares of common stock, (b) no stock
option is transferable by the optionee other than by will or the laws of descent
and distribution, (c) a stock option is exercisable during the lifetime of the
optionee only by such optionee, (d) the maximum term of each stock option is
five years, with the vesting period determined at the discretion of the Board of
Directors and (e) the minimum exercise price for a stock option is the last
closing price of our common shares on the TSX Venture Exchange immediately
preceding the granting of the option.




The
number of stock options and the number of common shares subject to such stock
options granted to executive officers as a group and to directors who are not
executive officers as a group are set out below as of July 31,
2008.  The exercise price of the stock options is stated in Canadian
dollars.




Table
No. 12


Outstanding
Stock Options




Number
      of Options Outstanding
            Exercise
      Price*
            Expiry
      DateExecutive
      Officers
            350,000
              300,000
            $0.44
              $0.44
            December
      19, 2011
              October
      24, 2012Directors
      who are not
              Executive
      Officers
            250,000
              150,000
              200,000
            $0.44
              $0.44
              $2.64
            December
      19, 2011
              October
      24, 2012
              April
      25, 2013Employees
      and Consultants
            1,127,500
              1,128,500
              80,000
              50,000
              350,000
              85,000
              200,000
              200,000
            $0.44
              $0.44
              $1.82
              $1.87
              $2.89
              $3.08
              $4.10
              $4.15
            December
      19, 2011
              October
      24, 2012
              December
      3, 2012
              December
      6, 2012
              December
      20, 2012
              March
      17, 2013
              June
      19, 2013
              June
      26, 2013Total:
            4,471,000




In the
year ended July 31, 2008, 3,941,000 common share purchase warrants were issued
in connection with a private placement.  Of the warrants issued,
3,500,000 were issued for cash and 441,000 were issued for broker’s
fees.  The fair value assigned to the 3,941,000 warrants issued was
$6,726,000.




In the
year ended July 31, 2008, 64,000 common share purchase warrants were exercised
for cash of $192,000.  As at July 31, 2008, we have 3,436,000 share
purchase warrants and 441,000 broker’s warrants outstanding.




C.
            Board Practices




Our
directors are elected annually and hold office until the next annual general
meeting of our shareholders or until their successors in office are duly elected
or appointed.  We do not have an executive committee.  All
directors are elected for a one-year term.  All officers serve at the
pleasure of the
Board. We held an annual general meeting of our shareholders on December 19,
2007 and our next annual general meeting of our shareholders is set for January
14, 2009.


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Our Board
of Directors has two committees: the Audit Committee and the Compensation
Committee.  The members of the Audit Committee and Compensation
Committee do not have any fixed terms for holding their positions, are appointed
and replaced from time to time by resolution of the Board of Directors and do
not receive any separate remuneration for acting as members of the
committees.




The Audit
Committee, comprised of Gordon J. Bogden, James W. Tutton and David H. Watkins,
has the responsibility of reviewing with our Auditor all financial statements to
be submitted to an annual general meeting of our shareholders, prior to their
consideration by the Board of Directors.  Following its review, the
Audit Committee must submit a report on the financial statements to the Board of
Directors.




The
Compensation Committee, comprised of Gordon J. Bogden, James W. Tutton and
David H. Watkins, has the responsibility for determining executive and
management direct remuneration and stock options.  The Chief Executive
Officer’s and President’s functions in relation to the Compensation Committee
are to make specific recommendations on remuneration with supporting commentary
on individual performance and industry standards.




Currently,
we do not have service contracts with any of our officers or those of our
subsidiaries providing for benefits upon termination of employment (see Item 6.B
- “Compensation”).




D.
            Employees




On
February 1, 2004, we entered into a management services agreement with Silver
Standard.  Under the agreement, Silver Standard provides us with
general corporate management, administrative and technical
services.  For personnel, hourly rates charged are based on direct
salary costs and benefits, as well as a factor for overhead costs, office
equipment, usage, management services personnel, office space and
furnishings.  The agreement also provides for Silver Standard to
recalculate charge out rates from time to time to take into account increased
costs of providing the services.  This agreement was terminated on
October 31, 2008.




E.
            Share Ownership




The
following table sets out, as of December 31, 2008 the number of our common
shares beneficially owned by the Named Executive Officers, whom, to our
knowledge, possess sole voting and investment power with respect to the shares
shown.




Table
No. 13


Named
Executive Officer Share Ownership




Name
      of Beneficial
              Owner
            Title
      of Class
            Number
      of Securities of Class
            Percent
      of ClassR.E.
      Gordon Davis
            Common
            2,296,750*
            4.0%Tom
      S.Q. Yip
            Common
            100,000*
            0.1%




*includes
options and warrants exercisable within 60 days.




As at
December 31, 2008, our directors and officers held, as a group, directly or
indirectly, an aggregate of 3,282,000 common shares and 187,500 share purchase
warrants.


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The
number of stock options and the number of common shares subject to such stock
options granted to the Named Executive Officers are set out below as of December
31, 2008.  The exercise price of the stock options is stated in
Canadian dollars.




Table
No. 14


Named
Executive Officer Stock Options




Name
            Number
      of Options Outstanding
            Exercise
      Price
            Expiry
      DateR.E.
      Gordon Davis
            350,000
              200,000
              150,000
            $0.44
              $0.44
              $1.34
            December
      19, 2011
              October
      24, 2012
              December
      10, 2013Tom
      S.Q. Yip
            100,000
            $0.44
            October
      24, 2012




Item
      7
            Major Shareholders and
      Related Party Transactions




A.
            Major
      Shareholders




To the
best of our knowledge at the date of this Annual Report, no shareholder directly
or indirectly owns more than 5% of our issued shares.




To the
best of our knowledge, we are not directly or indirectly owned or controlled by
another corporation, by any foreign government or by any other natural or legal
person severally or jointly.




Our
common stock is issued in registered form and the following information is taken
from the records of Computershare Investor Services Inc. (located in Vancouver,
British Columbia, Canada), the registrar and transfer agent for the common
stock.




On July
31, 2008, the shareholders’ list for our common stock showed 1,488 registered
shareholders and 56,748,056 shares outstanding.  1,219 of these
registered shareholders were U.S. residents, owning 7,414,344, shares
representing 13.8% of our issued and outstanding shares.




B.
            Related Party
Transactions




Since
August 1, 2005, we have entered or have proposed to enter into the following
transactions that have materially affected or will materially affect us in which
any director, executive officer, or beneficial holder of more than 10% of the
outstanding common stock, or any of their respective relatives, spouses,
associates or affiliates has had or will have any direct or material indirect
interest.




We
entered into a Management Services Agreement with Silver Standard, a company
with a common director (R.E. Gordon Davis), under which Silver Standard provides
us with administrative and technical services (see Item 6.D -
“Employees”).  During 2008, we accrued $1,211,000 (2007 - $355,000) in
geological support, management and administration expenses to Silver
Standard.  Included in amounts payable at July 31, 2008 is $183,000
(2007 - $21,000) payable to Silver Standard.  We gave notice of
termination of this agreement on October 31, 2008.




During
fiscal 2007, we sold property, plant and equipment to a related company for
proceeds of $20,000.  Any amounts payable to related parties are
non-interest bearing and without specific terms of repayment.  Any
transactions for expense reimbursement or asset sales with related parties are
at normal business terms.


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C.           Interests 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 any information under this
sub-item.




Item
      8
            Financial
      Information




A.
            Consolidated
      Statements and Other Financial
Information




Our
financial statements are stated in Canadian dollars (Cdn$) and are prepared in
Canadian Generally Accepted Accounting Principles (“GAAP”), which differ in
certain respects from those principles that we would have followed had our
financial statements been prepared in accordance with US GAAP.  The
major measurement differences between Canadian and US GAAP, as they affect us,
are disclosed in note 14 to the financial statements.




Exhibited
hereto are audited financial statements prepared by our management, audited by
an independent auditor and accompanied by an audit report:




(a)
            PricewaterhouseCoopers
      LLP Auditors’ Report, dated November 20,
2008.




(b)
            Consolidated
      Balance Sheets as at July 31, 2008 and July 31, 2007 (in Canadian
      Dollars).




(c)
            Consolidated
      Statements of Loss and Deficit for the years ended July 31, 2008, July 31,
      2007 and July 31, 2006 (in Canadian
Dollars).




(d)
            Consolidated
      Statements of Cash Flows for the years ended July 31, 2008, July 31, 2007
      and July 31, 2006 (in Canadian
Dollars).




(e)
            Consolidated
      Statements of Changes in Shareholders’ Equity for the years ended
      July 31, 2008, July 31, 2007 and July 31, 2006 (in Canadian
      Dollars).




(f)
            Notes
      to Consolidated Financial Statements for the years ended July 31, 2008,
      July 31, 2007 and July 31, 2006 (in Canadian
  Dollars).




We have
not paid dividends in the past five years and do not expect to pay dividends in
the near future.  Our present policy is to retain future earnings for
use in our operations and the expansion of our business.




B.
            Significant Changes




No
significant changes have occurred since the date of our most recent audited
financial statements, July 31, 2008, other than the following:




(a)
            September
      18, 2008, we granted 50,000 stock options to a consultant at an exercise
      price of $1.86 and an expiry date of September 18,
  2013;




(b)
            on
      November 10, 2008, we granted 200,000 stock options to a director at an
      exercise price of $1.20 with an expiry date of November 10,
      2013;




(c)
            on
      November 24, 2008, we announced our initial independent resource estimate
      for our Camino Rojo Project;


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(d)
            on
      December 10, 2008, we granted an aggregate of 725,000 stock options to our
      directors, officers, employees and consultants at an exercise price of
      $1.34 with an expiry date of December 10,
2013;




(e)
            on
      December 10, 2008, we announced the adoption of a shareholder rights
      plan;




(f)
            on
      December 22, 2008, we granted and aggregate of 70,000 stock options to
      consultants at an exercise price of $1.48 with an expiry date of December
      22, 2011;




(g)
            on
      January 14, 2009, we appointed Mr. Peter de Visser as the Company’s Chief
      Financial Officer, who replaces Mr. Tom S.Q. Yip.  Messrs. McNaughton
      and Kim also resigned as officers of the Company on January 14, 2009;
      and




(h)
            on
      January 20, 2009, we granted 50,000 stock options to an officer at an
      exercise price of $1.71 with an expiry date of January 19,
      2014.




Item
      9
            The Offer and
      Listing




A.
            Offer
      and Listing Details




We became
a reporting issuer in the Province of British Columbia upon the issuance of a
receipt for a prospectus on December 11, 1967 and our common shares were first
listed on the Vancouver Stock Exchange (a predecessor of the TSX Venture
Exchange) on June 21, 1972.  In April 1992, our common shares were
delisted by the Vancouver Stock Exchange for failure to pay sustaining
fees.  We were the subject of cease trade orders issued by the British
Columbia Securities Commission on September 9, 1992 and January 11, 1993, for
failure to submit statutory filings.  Both of these cease trade orders
were rescinded by the British Columbia Securities Commission on January 22,
1993.




Our
initial public offering prospectus was filed with and receipted by the British
Columbia and Alberta Securities Commissions on February 14,
2001.  Effective March 22, 2001, our common shares again commenced
trading on the TSX Venture Exchange (“TSX-V”) in Toronto, Ontario, Canada, under
the trading symbol CPQ and CUSIP #138054-10-1.




The
following tables set out the reported high and low prices for (a) the five most
recent fiscal years; (b) each quarterly period for the past two fiscal years and
for the first quarter of 2008; and (c) each month for the past six
months.




Table
No. 15


High
and Low Price for the Five Most Recent Fiscal Years


on
the TSX-V (Cdn$’s)




Fiscal
      Year Ended
            High
            LowJuly
      31, 2008
            $5.43
            $0.23July
      31, 2007
            $0.56
            $0.31July
      31, 2006
            $0.37
            $0.10July
      31, 2005
            $0.49
            $0.12July
      31, 2004
            $0.84
            $0.095









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Table
No. 16


High
and Low Prices for each Quarterly Period for the Past Two Fiscal
Years


and
for the First Quarter of 2008 on the TSX-V (Cdn$’s)




Period
      Ended
            High
            LowOctober
      31, 2008
            $3.78
            $1.08July
      31, 2008
            $5.43
            $2.95April
      30, 2008
            $4.05
            $2.48January
      31, 2008
            $3.84
            $0.40October
      31, 2007
            $0.54
            $0.23July
      31, 2007
            $0.40
            $0.31April
      30, 2007
            $0.56
            $0.36January
      31, 2007
            $0.49
            $0.33October
      31, 2006
            $0.43
            $0.31




Table
No. 17


High
and Low Prices for each Month for the Past Six Months on the TSX-V
(Cdn$’s)




Month
      Ended
            High
            LowDecember
      31, 2008
            $1.87
            $1.03November
      30, 2008
            $1.58
            $1.04October
      31, 2008
            $1.93
            $1.60September
      30, 2008
            $2.90
            $1.59August
      31, 2008
            $3.78
            $2.64July
      31, 2008
            $4.48
            $3.00




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 any information under this item.




C.
            Plan of
Distribution




See the
first paragraph of this Item 9.




D.
            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 any information under this item.




E.
            Expenses 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 any information under this item.






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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 any information under this item.




B.
            Memorandum and Articles of
  Association




Incorporation




We were
incorporated in British Columbia, Canada, under Certificate of Incorporation
number 72955 on February 15, 1967.  We do not have any stated
“objects” or “purposes” as such are not required by the corporate laws of the
Province of British Columbia.  Rather, we are, by such corporate laws,
entitled to carry on any activities whatsoever, which are not specifically
precluded by other statutory provisions of the Province of British
Columbia.




Powers
and Functions of the Directors




The
powers and functions of the directors are set out in our Articles which were
adopted on December 15, 2004 and filed on May 16,
2005.  They provide:




(a)
            a
      director is obligated to disclose his potential interest in a proposal,
      arrangement or contract being considered by us, and may not vote on any
      proposal, arrangement or contract proposed, but such director shall be
      counted in the quorum at the meeting of the directors at which the
      proposal, arrangement or contract is
approved;




(b)
            the
      directors may, in the absence of an independent quorum, vote compensation
      to themselves;




(c)
            there
      are no limitations on the exercise by the directors of our borrowing
      powers;




(d)
            there
      are no provisions for the retirement or non-retirement of directors under
      an age limit; and




(e)
            there
      is no requirement for a director to hold any of our
  shares.




Rights
and Restrictions Attached to the Shares




As all of
our authorized and issued shares are of one class there are no special rights or
restrictions of any nature or kind attached to any of the shares.  All
authorized and issued shares rank equally in respect to the declaration and
receipt of dividends, the rights to share in any profits or surplus on our
liquidation, dissolution or winding.  Each share has attached to it
one non-cumulative vote.




Alteration
of Share Rights




To alter
the rights of holders of our issued shares such alteration must be approved by
the majority vote of 66 2/3% of our
issued shares attending and voting at a meeting of our
shareholders.




Annual
General Meetings




Annual
general meetings are called and scheduled upon decision by the Board of
Directors.  The directors may convene an extraordinary general meeting
of the shareholders.  The holders of not less than 5% of our
issued shares may requisition an extraordinary meeting of the
shareholders.  All meetings of the shareholders may be attended by
registered shareholders or persons who hold powers of attorney or proxies given
to them by registered shareholders.


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Foreign
Ownership Limitations




Our
Articles do not contain limitations prohibiting shares being held by
non-residents, foreigners or any other group.




Change
of Control




There are
no provisions in our Articles that would have an effect of delaying, deferring
or preventing a change in our control, or that would operate with respect to any
proposed merger, acquisition or corporate restructuring.




Share
Ownership Reporting Obligations




There are
no provisions in our Articles requiring share ownership to be
disclosed.  The securities laws of the Province of British Columbia
require disclosure of shareholdings by:




(a)
            persons
      who are our directors or senior officers;
and




(b)
            a
      person who has direct or indirect beneficial ownership of, control or
      direction over, or a combination of direct or indirect beneficial
      ownership of and control or direction over our securities carrying more
      than 10% of the voting rights attached to all of our outstanding voting
      securities.




Differences
from U.S. Law




The
threshold of share ownership percentage requiring disclosure of ownership is
higher in the home jurisdiction of British Columbia than the U.S. where U.S.
securities law prescribes a 5% threshold for ownership disclosure.




C.
            Material Contracts




The
following is a summary of each material contract, other than contracts entered
into in the ordinary course of business, to which we or any member of the group
is a party, for the two years immediately preceding publication of the document,
including dates, parties, general nature of the contracts, terms and conditions,
and amount of any consideration passing to or from us or any other member of the
group.




1.
            Consulting
      and finder’s fee agreement between La Cuesta International, Inc. and
      Canplats dated January 1, 2006 applicable to the Maijoma Prospect, El
      Alamo Prospect and Camino Rojo Project.  See Item 4.B -
      “Business Overview” under the headings “Maijoma Prospect”, “El Alamo
      Prospect” and “Camino Rojo Project” for a description of the consulting
      and finder’s agreement.




2.
            Agency
      Agreement between Canaccord Capital Corporation (“Canaccord”) and Canplats
      dated January 24, 2008 in respect of the offering of 6,300,000 units of
      the Company.  As consideration, Canplats will pay Canaccord a
      commission of 6.5% of the total proceeds raised upon closing and issue to
      Canaccord, underwriter’s warrants equal to 7% of the units issued pursuant
      to the offering.  See
      Item 5.B - “Liquidity and Capital Resources” under the heading “Financing
      Activities”.


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3.
            Underwriting
      Agreement between Canaccord Capital Corporation, Macquarie Capital Markets
      Canada Ltd., Bolder Investment Partners, Ltd., National Bank Financial
      Inc. (collectively, the “Underwriters”) and Canplats dated February 12,
      2008 in respect of the offering of up to 6,300,000 units of the
      Company.  As consideration, Canplats will pay the Underwriters a
      commission of 6.5% of the total proceeds raised upon closing and issue to
      the Underwriters, underwriter’s warrants equal to 7% of the units issued
      pursuant to the offering.  See Item 5.B - “Liquidity and
      Capital Resources” under the heading “Financing
    Activities”.




4.
            Shareholder Rights
      Plan Agreement (the “Plan”) between Computershare Investor Services Inc.
      and Canplats dated December 15, 2008.  The Plan was ratified by
      the shareholders on January 14, 2009 and will have a term of
      nine years expiring in 2018.  The Plan is subject to
      re-ratification by the shareholders at the Company’s annual general
      meetings in 2012 and 2015.  The Plan wasadopted to
      ensure the fair treatment of the Company’s shareholders in the event of
      any take-over bid for the Company’s common shares.  The
      objectives of the Rights Plan include providing shareholders with adequate
      time to properly assess the merits of any proposed take-over bid or
      similar transaction involving the shares of the Company without undue
      pressure; encouraging the development of alternative transactions or
      competing take-over bids under the circumstances; and giving the directors
      of the Company adequate time to fully consider any such take-over bid or
      similar transaction and any alternative transaction that may be
      proposed.




D.
            Exchange Controls and Investment Canada
    Act




Canada
has no system of exchange controls.  There are no exchange
restrictions on borrowing from foreign countries nor on the remittance of
dividends, interest, royalties and similar payments, management fees, loan
repayments, settlement of trade debts, or the repatriation of
capital.  Any such remittances to United States residents, however,
may be subject to a withholding tax pursuant to the Canadian Income Tax Act as
modified by the reciprocal tax treaty between Canada and the United
States.  See “Item 10 E, Taxation”.




The
Investment Canada Act (the “Act”), enacted on June 20, 1985, requires prior
notification to the Government of Canada on the “acquisition of control” of
Canadian businesses by non-Canadians, as defined in the Act.  Certain
acquisitions of control, discussed below, are reviewed by the Government of
Canada.  The term “acquisition of control” is defined as any one or
more non-Canadian persons acquiring all or substantially all of the assets used
in the Canadian business, or the acquisition of the voting shares of a Canadian
corporation carrying on the Canadian business or the acquisition of the voting
interests of an entity controlling or carrying on the Canadian
business.  The acquisition of the majority of the outstanding shares
is deemed to be an “acquisition of control” of a corporation.  The
acquisition of less than a majority, but one-third or more, of the voting shares
of a corporation is presumed to be an “acquisition of control” of a corporation
unless it can be established that the purchaser will not control the
corporation.




Investments
requiring notification and review are all direct acquisitions of Canadian
businesses with assets of C$5,000,000 or more (subject to the comments below on
WTO investors), and all indirect acquisitions of Canadian businesses (subject to
the comments below on WTO investors) with assets of more than C$50,000,000 or
with assets of between C$5,000,000 and C$50,000,000 which represent more than
50% of the value of the total international transaction.  In addition,
specific acquisitions or new businesses in designated types of business
activities related to Canada’s cultural heritage or national identity could be
reviewed if the Government of Canada considers that it is in the public interest
to do so.


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The Act
was amended with the implementation of the Agreement establishing the World
Trade Organization (“WTO”) to provide for special review thresholds for “WTO
investors”, as defined in the Act.  “WTO investor” generally means (i)
an individual, other than a Canadian, who is a national or a WTO member (such
as, for example, the United States), or who has the right of permanent residence
in relation to that WTO member, (ii) governments of WTO members, and (iii)
entities that are not Canadian controlled, but which are WTO investor
controlled, as determined by rules specified in the Act.  The special
review thresholds for WTO investors do not apply, and the general rules
described above do apply, to the acquisition of control of certain types of
businesses specified in the Act, including a business that is a “cultural
business”.  If the WTO investor rules apply, an investment in our
shares by or from a WTO investor will be reviewable only if it is an investment
to acquire control of Canplats and the value of our assets is equal to or
greater than a specified amount (the “WTO Review Threshold”).  The WTO
Review Threshold is adjusted annually by a formula relating to increases in the
nominal gross domestic product of Canada.  The 2007 WTO Review
Threshold is C$295,000,000.




If any
non-Canadian, whether or not a WTO investor, acquires control of Canplats by the
acquisition of shares, but the transaction is not reviewable as described above,
the non-Canadian is required to notify the Canadian government and to provide
certain basic information relating to the investment.  A non-Canadian,
whether or not a WTO investor, is also required to provide a notice to the
government on the establishment of a new Canadian business.  If our
business is then a prescribed type of business activity related to Canada’s
cultural heritage or national identity, and if the Canadian government considers
it to be in the public interest to do so, then the Canadian government may give
notice in writing within 21 days requiring the investment to be
reviewed.




For
non-Canadians (other than WTO investors), an indirect acquisition of control, by
the acquisition of voting interests of an entity that directly or indirectly
controls Canplats, is reviewable if the value of our assets is then C$50,000,000
or more.  If the WTO investor rules apply, then this requirement does
not apply to a WTO investor, or to a person acquiring the entity from a WTO
investor.  Special rules specified in the Act apply if the value of
our assets is more than 50% of the value of the entity so acquired. By these
special rules, if the non-Canadian (whether or not a WTO investor) is acquiring
control of an entity that directly or indirectly controls Canplats, and the
value of our assets and all other entities carrying on business in Canada,
calculated in the manner provided in the Act and the regulations under the Act,
is more than 50% of the value, calculated in the manner provided in the Act and
the regulations under the Act, of the assets of all entities, the control of
which is acquired, directly or indirectly, in the transition of which the
acquisition of control of Canplats forms a part, then the thresholds for a
direct acquisition of control as discussed above will apply, that is, a WTO
Review Threshold of C$192,000,000 (in 2000) for a WTO investor or a threshold of
C$5,000,000 for a non-Canadian other than a WTO investor.  If the
value exceeds that level, then the transaction must be reviewed in the same
manner as a direct acquisition of control by the purchase of our
shares.




If an
investment is reviewable, an application for review in the form prescribed by
the regulations is normally required to be filed with the Director appointed
under the Act (the “Director”) prior to the investment taking place and the
investment may not be consummated until the review has been
completed.  There are, however, certain
exceptions.  Applications concerning indirect acquisitions may be
filed up to 30 days after the investment is consummated and applications
concerning reviewable investments in culture-sensitive sectors are required upon
receipt of a notice for review. In addition, the Minister (a person designated
as such under the Act) may permit an investment to be consummated prior to
completion of the review, if he is satisfied that delay would cause undue
hardship to the acquirer or jeopardize the operations of the Canadian business
that is being acquired.  The Director will submit the application to
the Minister, together with any other information or written undertakings given
by the acquirer
and any representation submitted to the Director by a province that is likely to
be significantly affected by the investment.


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The
Minister will then determine whether the investment is likely to be of net
benefit to Canada, taking into account the information provided and having
regard to certain factors of assessment where they are relevant.  Some
of the factors to be considered are (i) the effect of the investment on the
level and nature of economic activity in Canada, including the effect on
employment, on resource processing, and on the utilization of parts, components
and services produced in Canada; (ii) the effect of the investment on exports
from Canada; (iii) the degree and significance of participation by Canadians in
the Canadian business and in any industry in Canada of which it forms a part;
(iv) the effect of the investment on productivity, industrial efficiency,
technological development, product innovation and product variety in Canada; (v)
the effect of the investment on competition within any industry or industries in
Canada; (vi) the compatibility of the investment with national industrial,
economic and cultural policies; (vii) the compatibility of the investment with
national industrial, economic and cultural policies taking into consideration
industrial, economic and cultural objectives enunciated by the government or
legislature of any province likely to be significantly affected by the
investment; and (viii) the contribution of the investment to Canada’s ability to
compete in world markets.




The Act
sets certain time limits for the Director and the Minister.  Within 45
days after a completed application has been received, the Minister must notify
the acquirer that (a) he is satisfied that the investment is likely to be of net
benefit to Canada, or (b) he is unable to complete his review, in which case he
shall have 30 additional days to complete his review (unless the acquirer agrees
to a longer period), or (c) he is not satisfied that the investment is likely to
be of net benefit to Canada.




Where the
Minister has advised the acquirer that he is not satisfied that the investment
is likely to be of net benefit to Canada, the acquirer has the right to make
representations and submit undertakings within 30 days of the date of the notice
(or any further period that is agreed upon between the acquirer and the
Minister).  On the expiration of the 30 day period (or the agreed
extension), the Minister must quickly notify the acquirer (i) that he is now
satisfied that the investment is likely to be of net benefit to Canada or (ii)
that he is not satisfied that the investment is likely to be of net benefit to
Canada.  In the latter case, the acquirer may not proceed with the
investment or, if the investment has already been consummated, must divest
itself of control of the Canadian business.




The Act
provides civil remedies for non-compliance with any provision.  There
are also criminal penalties for breach of confidentiality or providing false
information.




E.
            Taxation




A brief
description of certain 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
Company recommends security holders 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


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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 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.  The Company
recommends security holders seek the advice of their 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% 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.  The capital gain or loss must be computed in Canadian
currency using a weighted average adjusted cost base for identical
properties.  One-half of a capital gain (the “taxable capital gain”)
is included in income, and one-half 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 years 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.


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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 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.  Corporations
disposing of taxable Canadian property must file a Canadian tax return to report
the disposition.




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.




United
States Federal Income Tax Consequences




The
following is a general discussion of certain possible United States federal
income tax consequences, under current law, generally applicable to a U.S.
Holder (as hereinafter defined) of common shares of the Company.  This
discussion does not address all potentially relevant federal income tax matters
and it does not address consequences peculiar to persons subject to special
provisions of federal income tax law, such as those described below as excluded
from the definition of a U.S. Holder.  In addition, this discussion
does not cover any state, local or foreign tax consequences (see
“Taxation - Certain Canadian Federal Tax Consequences”
above).


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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 and which
are subject to differing interpretations.  This discussion does not
consider the potential effects, both adverse and beneficial, of any proposed
legislation which, if enacted, could be applied, possibly on a retroactive
basis, at any time.  The Company recommends holders and prospective
holders of common shares of the Company consult their own tax advisors about the
federal, state, local, and foreign tax consequences of purchasing, owning and
disposing of common shares of the Company.




U.S.
Holders




As used
herein, a “U.S. Holder” means a holder of common shares of the Company who is
(i) a  citizen or individual resident of the United States, (ii) a
corporation or partnership created or organized in or under the laws of the
United States or of any political subdivision thereof, (iii) an estate whose
income is taxable in the United States irrespective of source or (iv) a trust
subject to the primary supervision of a court within the United States and
control of a United States fiduciary as described Section 7701(a)(30) of the
Code.  This summary does not address the tax consequences to, and U.S.
Holder does not include, persons subject to specific provisions of federal
income tax law, such as tax-exempt organizations, qualified retirement plans,
individual retirement accounts and other tax-deferred accounts, financial
institutions, insurance companies, real estate investment trusts, regulated
investment companies, broker-dealers, persons or entities that have a
“functional currency” other than the U.S. dollar, shareholders subject to the
alternative minimum tax, shareholders who hold common shares as part of a
straddle, hedging, conversion transaction, constructive sale or other
arrangement involving more than one position, and shareholders who acquired
their common shares through the exercise of employee stock options or otherwise
as compensation for services.  This summary is limited to U.S. Holders
who own common shares as capital assets within the meaning of Section 1221 of
the Code.  This summary does not address the consequences to a person
or entity holding an interest in a shareholder or the consequences to a person
of the ownership, exercise or disposition of any options, warrants or other
rights to acquire common shares.




Distribution
on Common Shares of the Company




U.S.
Holders receiving dividend distributions (including constructive dividends) with
respect to common shares of the Company are required to include in gross income
for United States federal income tax purposes the gross amount of such
distributions, equal to the U.S. dollar value of such distributions on the date
of receipt (based on the exchange rate on such date), to the extent that the
Company has current or accumulated earnings and profits, 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 federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holder’s 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 common shares
and thereafter as gain from the sale or exchange of the common
shares.  Preferential tax rates for long-term capital gains are
applicable to a U.S. Holder which is an individual, estate or
trust.  There are currently no preferential tax rates for long-term
capital gains for a U.S. Holder which is a corporation.




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,
an individual whose realized gain does not exceed $200 will not recognize that
gain, to the extent that there are no expenses associated with the transaction
that meet the requirements 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.


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Dividends
paid on the common shares of the Company generally will not be eligible for the
dividends received deduction provided to corporations receiving dividends from
certain United States corporations.  A U.S. Holder which is a
corporation and which owns shares representing at least 10% of the voting power
and value of the Company may, under certain circumstances, be entitled to a 70%
(or 80% if the U.S. Holder owns shares representing at least 20% of the voting
power and value of the Company) 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).  The availability of this deduction is subject to several
complex limitations which are beyond the scope of this discussion.




Under
current Treasury Regulations, dividends paid on the Company’s common shares, if
any, generally will not be subject to information reporting and generally will
not be subject to U.S. backup withholding tax.  However, dividends and
the proceeds from a sale of the Company’s common shares paid in the U.S. through
a U.S. or U.S. related paying agent (including a broker) will be subject to U.S.
information reporting requirements and may also be subject to the 31% U.S.
backup withholding tax, unless the paying agent is furnished with a duly
completed and signed Form W-9 or the recipient is exempt from such
procedures.  Any amounts withheld under the U.S. backup withholding
tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S.
federal income tax liability, provided the required information is furnished to
the IRS.  U.S. Holders are urged to consult their own tax counsel
regarding the information reporting and backup withholding rules applicable to
the Company’s common shares.


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Foreign
Tax Credit




A U.S.
Holder who pays (or has withheld from distributions) Canadian income tax with
respect to the ownership of common shares of the Company may be entitled, at the
option of the U.S. Holder, to either receive 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 which apply 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 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.  In addition, this limitation is
calculated separately with respect to specific classes of income such as
“passive income, “high withholding tax interest,” “financial services income,”
“shipping income,” and certain other classifications of
income.  Dividends distributed by the Company will generally
constitute “passive income” or, in the case of certain U.S. Holders, “financial
services income” for these purposes.  In addition, U.S. Holders which
are corporations that own 10% or more of the voting stock of the Company may be
entitled to an “indirect” foreign tax credit under Section 902 with respect to
the payment of dividends by the Company under certain circumstances and subject
to complex rules and limitations.  The availability of the foreign tax
credit and the application of the limitations on the credit are fact specific,
and U.S. Holders of common shares of the Company should consult their own tax
advisors regarding their particular circumstances.




Information
Reporting and Backup Withholding




U.S.
Information reporting requirements may apply with respect to the payment of
dividends to U.S. Holders of the Company’s common shares.  Under
Treasury regulations currently in effect, non-corporate holders may be subject
to backup withholding at a 31% rate with respect to dividends when such holder
(1) fails to furnish or certify a correct taxpayer identification number to the
payor in the required manner, (2) is notified by the IRS that it has failed to
report payments of interest or dividends properly or (3) fails, under certain
circumstances, to certify that it has been notified by the IRS that it is
subject to backup withholding for failure to report interest and dividend
payments.  Any amounts withheld under the backup withholding rules
from a payment to a U.S. Holder generally will be allowed as a credit against
the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S.
Holder to a refund, provided that the required information is furnished to the
IRS.  Certain U.S. Holders, including corporations, are not subject to
backup withholding.




Disposition
of Common Shares of the Company




A U.S.
Holder will recognize gain or loss upon the sale of common 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 common shares of the Company.  Preferential tax rates
apply to long-term capital gains of U.S. Holders which are individuals, estates
or trusts.  This gain or loss will be capital gain or loss if the
common shares are a capital asset in the hands of the U.S. Holder, which will be
long-term capital gain or loss if the common shares of the Company are held for
more than one year.  Deductions for net capital losses are subject to
significant limitations.  For U.S. Holders who are not corporations,
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 and
carried forward five years from the loss year to be offset against capital gains
until such net capital loss is thereby exhausted.


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Currency
Exchange Gains or Losses




U.S.
Holders generally are required to calculate their taxable incomes in United
States dollars.  Accordingly, a U.S. Holder who purchases common
shares of the Company with Canadian dollars will be required to determine the
tax basis of such shares in United States dollars based on the exchange rate
prevailing on the settlement date of the purchase (and may be required to
recognize the unrealized gain or loss, if any, in the Canadian currency
surrender in the purchase transaction).  Similarly, a U.S. Holder
receiving dividends or sales proceeds from common shares of the Company in
Canadian dollars will be required to compute the dividend income or the amount
realized on the sale, as the case may be, in United States dollars based on the
exchange rate prevailing at the time of receipt in the case of dividends and on
the settlement date in the case of sales on an established securities
exchange.  Gain or loss, if any, recognized on a disposition of
Canadian currency in connection with the described transactions generally will
be treated as ordinary gain or loss.




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 common shares:




Foreign
Personal Holding Company




If at any
time during a taxable year (i) 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 (ii) 60% (50% in some circumstances) or more of the Company’s
gross income for such year was “foreign personal holding company income” (e.g.
dividends, interest and similar income), the Company may be treated as a
“foreign personal holding company.”  In that event, U.S. Holders that
hold common shares would be required to include in gross income for such year
their allocable portions of such “foreign personal holding company income” to
the extent the Company does not actually distribute such income.  The
Company does not believe that it currently qualifies as a foreign personal
holding company.  However, there can be no assurance that the Company
will not be considered a foreign personal holding company for the current or any
future taxable year.




Foreign
Investment Company




If 50% or
more of the combined voting power or total value of the Company’s outstanding
shares is 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 therein, it is possible that the Company may 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 common shares to be
treated as ordinary income rather than capital gain. The Company does not
believe that it currently qualifies as a foreign investment
company.  However, there can be no assurance that the Company will not
be considered a foreign investment company for the current or any future taxable
year.


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Passive
Foreign Investment Company




Certain
United States income tax legislation contains rules governing “passive foreign
investment companies” (“PFIC”) which can have significant tax effects on U.S.
Holders of foreign corporations.  These rules do not apply to non-U.S.
Holders.  Section 1297 of the Code defines a PFIC as a corporation
that is not formed in the United States and, for any taxable year, either (i)
75% or more of its gross income is “passive income,” which includes interest,
dividends and certain rents and royalties or (ii) the average percentage, by
fair market value (or, if the corporation is not publicly traded and either is a
controlled foreign corporation or makes an election, by adjusted tax basis), of
its assets that produce or are held for the production of “passive income” is
50% or more.   If a foreign corporation owns, directly or
indirectly, at least 25% by value of the stock a second corporation, then for
purposes of the PFIC tests described above, the first corporation will be
treated as owning a proportionate share of the assets of, and as receiving a
proportionate share of the income of, the second corporation. The Company
believes that it qualified as a PFIC for its most recently ended fiscal year and
may qualify as a PFIC in subsequent fiscal years. There can be no assurance that
the Company’s determination concerning its PFIC status will not be challenged or
that it will be able to satisfy record keeping requirements that will be imposed
on a qualified electing fund (“QEF”).  Each U.S. Holder of the Company
is urged to consult a tax advisor with respect to how the PFIC rules affect
their tax situation.




A U.S.
Holder who holds stock in a foreign corporation during any year in which such
corporation qualifies as a PFIC is subject to United States federal income
taxation under one of two alternative tax regimes at the election of each such
U.S. Holder.  The following is a discussion of such two alternative
tax regimes applied to such U.S. Holders of the Company. In addition, special
rules apply if a foreign corporation qualifies as both a PFIC and a “controlled
foreign corporation” (as defined below) and a U.S. Holder owns, actually or
constructively, 10% or more of the total combined voting power of all classes of
stock entitled to vote of such foreign corporation (See more detailed
discussion at “Controlled Foreign Corporation” below).




A U.S.
Holder who elects in a timely manner to treat the Company as a QEF (an “Electing
U.S. Holder”) will be subject, under Section 1293 of the Code, to current
federal income tax for any taxable year in which the Company qualifies as a PFIC
on his pro rata share of the Company’s (i) “net capital gain” (the excess of net
long-term capital gain over net short-term capital loss), which will be taxed as
long-term capital gain to the Electing U.S. Holder and (ii) “ordinary earnings”
(the excess of earnings and profits over net capital gain), which will be taxed
as ordinary income to the Electing U.S. Holder, in each case, for the
shareholder’s taxable year in which (or with which) the Company’s taxable year
ends, regardless of whether such amounts are actually distributed.




The
effective QEF election also allows the Electing U.S. Holder to
(i) generally treat any gain realized on the disposition of his common
shares in the Company (or deemed to be realized on the pledge of his shares) as
capital gain; (ii) treat his share of the Company’s net capital gain, if
any, as long-term capital gain instead of ordinary income; and (iii) either
avoid interest charges resulting from PFIC status altogether, or make an annual
election, subject to certain limitations, to defer payment of current taxes on
his share of the Company’s annual realized net capital gain and ordinary
earnings subject, however, to an interest charge.  If the Electing
U.S. Holder is not a corporation, such an interest charge would be treated as
“personal interest” that is not deductible.




The
procedure a U.S. Holder must comply with in making an effective QEF election
will depend on whether the year of the election is the first year in the U.S.
Holder’s holding period in which the Company is a PFIC.  If the U.S.
Holder makes a QEF election in such first year, i.e., a timely QEF election,
then the U.S. Holder may make the QEF election by simply filing the appropriate
documents at the time
the U.S. Holder files his tax return for such first year.  If,
however, the Company qualified as a PFIC in a prior year, then in addition to
filing documents, the U.S. Holder must elect to recognize (i) under the
rules of Section 1291 of the Code (discussed herein), any gain that he would
otherwise recognize if the U.S. Holder sold his stock on the qualification date
or (ii) if the Company is a controlled foreign corporation, the U.S.
Holder’s pro rata share of the Company’s post-1986 earnings and profits as of
the qualification date.  The qualification date is the first day of
the Company’s first tax year in which the Company qualified as a QEF with
respect to such U.S. Holder.  The elections to recognize such gain or
earnings and profits can only be made if such U.S. Holder’s holding period for
the common shares of the Company includes the qualification date.  By
electing to recognize such gain or earnings and profits, the U.S. Holder will be
deemed to have made a timely QEF election.  A U.S. Holder who made
elections to recognize gain or earnings and profits after May 1, 1992 and
before January 27, 1997 may, under certain circumstances, elect to change
such U.S. Holder’s qualification date to the first day of the first QEF
year.  U.S. Holders are urged to consult a tax advisor regarding the
availability of and procedure for electing to recognize gain or earnings and
profits under the foregoing rules.


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A QEF
election, once made with respect to the Company, applies to the tax year for
which it was made and to all subsequent tax years, unless the election is
invalidated or terminated, or the IRS consents to revocation of the
election.  If a QEF election is made by a U.S. Holder and the Company
ceases to qualify as a PFIC in a subsequent tax year, the QEF election will
remain in effect, although not applicable, during those tax years in which the
Company does not qualify as a PFIC.  Therefore, if the Company again
qualifies as a PFIC in a subsequent tax year, the QEF election will be effective
and the U.S. Holder will be subject to the rules described above for Electing
U.S. Holders in such tax year and any subsequent tax years in which the Company
qualifies as a PFIC.  In addition, the QEF election remains in effect,
although not applicable, with respect to an Electing U.S. Holder even after such
U.S. Holder disposes of all of his or its direct and indirect interest in the
shares of the Company.  Therefore, if such U.S. Holder reacquires an
interest in the Company, that U.S. Holder will be subject to the rules described
above for Electing U.S. Holders for each tax year in which the Company qualifies
as a PFIC.




If a U.S.
Holder does not make a timely QEF election during a year in which it holds (or
is deemed to have held) the common shares in question and the Company is a PFIC
(a “Non-Electing U.S. Holder”), then special taxation rules under Section 1291
of the Code will apply to (i) gains realized on the disposition (or deemed
to be realized by reasons of a pledge) of his common shares in the Company and
(ii) certain “excess distributions” (generally, distributions received in
the current taxable year that are in excess of 125% of the average distributions
received during the three preceding years or, if shorter, the U.S. Holder’s
holding period) by the Company.




A
Non-Electing U.S. Holder generally would be required to pro rate all gains
realized on the disposition of his common shares in the Company and all excess
distributions on his common shares in the Company over the entire holding period
for the common shares.  All gains or excess distributions allocated to
prior years of the U.S. Holder (other than years prior to the first taxable year
of the Company during such U.S. Holder’s holding period and beginning after
January 1, 1987 for which it was a PFIC) would be taxed at the highest tax
rate for each such prior year applicable to ordinary income.  The
Non-Electing U.S. Holder also would be liable for interest on the foregoing tax
liability for each such prior year calculated as if such liability had been due
with respect to each such prior year.  A Non-Electing U.S. Holder that
is not a corporation must treat this interest charge as “personal interest”
which, as discussed above, is wholly nondeductible.  The balance of
the gain or the excess distribution will be treated as ordinary income in the
year of the disposition or distribution, and no interest charge will be incurred
with respect to such balance.




If the
Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder
holds common shares of the Company, then the Company will continue to be treated
as a PFIC with respect to such common
shares in the Company, even if it is no longer definitionally a
PFIC.  A Non-Electing U.S. Holder may terminate this deemed PFIC
status by electing to recognize gain (which will be taxed under the rules
discussed above for Non-Electing U.S. Holders) as if such common shares in the
Company had been sold on the last day of the last taxable year for which it was
a PFIC.


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Effective
for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders
who hold, actually or constructively, marketable stock (as specifically defined
in the Treasury Regulations) of a foreign corporation that qualifies as a PFIC
may annually elect to mark such stock to the market (a “mark-to-market
election”).  If such an election is made, such U.S. Holder will
generally not be subject to the special taxation rules of Section 1291 discussed
above.  However, if the mark-to-market election is made by a
Non-Electing U.S. Holder after the beginning of the holding period for the PFIC
stock, then the Section 1291 rules will apply to certain dispositions of,
distributions on and other amounts taxable with respect to the common shares in
the Company.  A U.S. Holder who makes the mark-to market election will
include in income for the taxable year for which the election was made an amount
equal to the excess, if any, of the fair market value of the common shares of
the Company as of the close of such tax year over such U.S. Holder’s adjusted
basis in such common 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 common 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 common 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 tax year but for the Section 1291 interest on tax
deferral rules discussed above with respect to Non-Electing U.S. Holders, 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 common
shares of the Company will be adjusted to reflect the amount included in or
deducted from income as a result of a mark-to-market election.  A
mark-to-market election applies to the taxable year in which the election is
made and to each subsequent taxable year, unless the common shares of the
Company cease to be marketable, as specifically defined, or the IRS consents to
revocation of the election.  Because the IRS has not established
procedures for making a mark-to-market election, U.S. Holders should consult
their tax advisor regarding the manner of making such an election.




Under
Section 1291(f) of the Code, the IRS has issued Treasury Regulations that,
subject to certain exceptions, would treat as taxable certain transfers of PFIC
stock by Non-Electing U.S. Holders 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 common shares of the
Company in the hands of the transferee and the basis of any property received in
the exchange for those common shares would be increased by the amount of gain
recognized.  Under the Proposed Treasury Regulations, an Electing U.S.
Holder would 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 common shares are
transferred.  Each U.S. Holder of the Company is urged to consult a
tax advisor with respect to how the PFIC rules affect their tax
situation.




Certain
special, generally adverse, rules will apply with respect to common shares of
the Company while the Company is a PFIC whether or not it is treated as a
QEF.  For example under Section 1298(b)(6) of the Code, a U.S. Holder
who uses PFIC stock as security for a loan (including a margin loan) will,
except as may be provided in regulations, be treated as having made a taxable
disposition of such shares.


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Controlled
Foreign Corporation




If more
than 50% of the total combined voting power of all classes of shares entitled to
vote or the total value of the shares of the Company is owned, actually or
constructively, 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)), each of which
own, actually or constructively, 10% or more of the total combined voting power
of all classes of shares entitled to vote of the Company (“United States
Shareholder”), the Company could be treated as a controlled foreign corporation
(“CFC”) under Subpart F of the Code.  This classification would effect
many complex results, one of which is the inclusion of certain income of a CFC
which is subject to current U.S. tax.  The United States generally
taxes United States Shareholders of a CFC currently on their pro-rata shares of
the Subpart F income of the CFC.  Such United States Shareholders
are generally treated as having received a current distribution out of the CFC’s
Subpart F income and are also subject to current U.S. tax on their pro rata
shares of the CFC’s earnings invested in U.S. property.  The foreign
tax credit described above may reduce the U.S. tax on these
amounts.  In addition, under Section 1248 of the Code, gain from the
sale or exchange of shares by a U.S. Holder of common shares of the Company
which 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 income to the
extent of earnings and profits of the Company attributable to the shares sold or
exchanged.  If a foreign corporation is both a PFIC and a CFC, the
foreign corporation generally will not be treated as a PFIC with respect to
United States Shareholders of the CFC.  This rule generally will be
effective for taxable years of United States Shareholders beginning after 1997
and for taxable years of foreign corporations ending with or within such taxable
years of United States Shareholders.  Special rules apply to United
States Shareholders who are subject to the special taxation rules under
Section 1291 discussed above with respect to a PFIC.  Because of
the complexity of Subpart F, a more detailed review of these rules is outside of
the scope of this discussion. The Company does not believe that it currently
qualifies as a CFC.  However, there can be no assurance that the
Company will not be considered a CFC for the current or any future taxable
year.




F.
            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 any information under this item.




G.
            Statement 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 any information under this item.




H.
            Documents on
Display




Any of
the documents referred to above can be viewed at our registered office, which is
located at Suite 1510 - , 999 West Hastings Street, Vancouver, British
Columbia, Canada.  All of these documents are in English.


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I.
              Subsidiary
Information
  This
information is not required for reports filed in the United
States.


Item
      11
              Quantitative and
      Qualitative Disclosures About Market
Risk


At this
time, we are not subject to any interest rate risk, foreign currency exchange
rate risk or commodity price risk.




Item
      12
            Description of
      Securities Other than Equity
Securities




Not
applicable.






PART
II




Item
      13
            Defaults, Dividend
      Arrearages and Delinquencies




Not
applicable.




Item
      14
            Material Modifications
      to the Rights of Security Holders and Use of
    Proceeds




Not
applicable.




Item
      15
            Controls and
      Procedures




As of
July 31, 2008, we carried out an evaluation, under the supervision and with the
participation of our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our principal executive
officer and principal financial officer have concluded that our disclosure
controls and procedures are effective to ensure that information required to be
(a) included in our periodic reports to the Securities and Exchange Commission
is recorded, processed, summarized and reported in a timely manner and (b)
disclosed in the reports that we file or submit under the Securities Exchange
Act of 1934 is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosure.




In
addition, there were no changes in our internal control over financial reporting
during our fiscal year covered by this annual report on Form 20-F that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting subsequent to the date of their last
evaluation.




Item
      16
            [Reserved]




A.
            Audit
      committee financial expert.




Our board
of directors has determined that we do not have an audit committee financial
expert serving on our audit committee.  We currently have limited
operations and funds and as a result do not believe an audit committee financial
expert is required to serve on our audit committee at this time.  As
our operations grow and finances become more complex, we will commence a search
for an audit committee financial expert to be appointed to our board of
directors and our audit committee.


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   B.
              Code of Ethics.
  We have
adopted a Code of Business Conduct that applies to our Chief Executive Officer,
Chief Financial Officer and other senior financial officers performing similar
functions.  The Code of Business Conduct is available for viewing on
our website at www.canplats.com.


C.
            Principal Accountant Fees and
  Services.




The
following is a summary of the aggregate fees billed in each of the last two
fiscal years by our principal accountant.




Principal
      Accountant Fees and Services
            
            Fiscal
      year ended July 31, 2008
            
            Fiscal
      year ended July 31, 2007Audit
      Fees(1)
            
            $76,000
            
            $22,000All
      Other Fees
            
            $21,000
            
            NilTotal
            
            $97,000
            
            $22,000




(1)           Includes
audit, interim financial statements review and fees in connection with
regulatory financial filings




Pre-Approval Policies and
Procedures




Our audit
committee has established policies and procedures that are intended to control
the services provided by our auditors and to monitor their continuing
independence.  Under these policies, no services may be undertaken by
our auditors unless the engagement is specifically approved by our audit
committee or the services are included within a category which has been
pre-approved by our audit committee. The maximum charge for services is
established by the audit committee when the specific engagement is approved or
the category of services pre-approved. Management is required to notify the
audit committee of the nature and value of pre-approved services
undertaken.




Our audit
committee will not approve engagements relating to, or pre-approve categories
of, non-audit  services to be provided by our  auditors (i)
if such services are of a type the performance of which would  cause
our auditors to cease to be independent within the meaning of applicable
Securities and Exchange Commission rules, and (ii) without consideration, among
other things, of whether our auditors are best situated to provide the required
services and whether the required services are consistent with their role as
auditor.




All
services provided by our principal accountant in 2008 were pre-approved by our
audit committee.




D.
            Exemptions from the Listing Standards for Audit
      Committees.




Not
applicable.




E.
            Purchases of Equity Securities by the Issuer and Affiliated
      Purchasers.




Not
applicable.






PART
III




Item
      17
            Financial
      Statements




Our
consolidated financial statements are stated in Canadian Dollars (Cdn$) and are
prepared in Canadian GAAP, which differs in certain respects from those
principles that we would have followed had our financial statements been
prepared in accordance with US GAAP.  The major measurement
differences between Canadian and US GAAP, as they affect us, are disclosed in
note 15 to the financial statements.


- 52
-




The
consolidated financial statements and notes thereto as required under Item 17
are attached to this Annual Report, are individually listed under Item 14, and
are found immediately following the text of this Annual Report.  The
audit report of PricewaterhouseCoopers, LLP is included in this Annual Report
immediately preceding the financial statements.




Item
      18
            Financial
      Statements




Not
applicable.




Item
      19
            Exhibits




All
Financial Statements and Exhibits referred to in this Item 19 are incorporated
by reference into this Annual Report.




A.
            Financial
      Statements





Document
            PageConsolidated Financial Statements as at July 31, 2008, July 31,
      2007 and July 31, 2006 (in Canadian Dollars).
            F-1PricewaterhouseCoopers LLP Auditors’ Report, dated November 20,
      2008.
            F-3Consolidated Balance Sheets as at July 31, 2008 and July 31,
      2007 (in Canadian Dollars).
            F-4Consolidated Statements of Loss and Deficit for the years ended
      July 31, 2008, July 31, 2007 and July 31, 2006 (in Canadian
      Dollars).
            F-5Consolidated Statements of Cash Flows for the years ended July
      31, 2008, July 31, 2007 and July 31, 2006 (in Canadian
      Dollars).
            F-6Consolidated Statements of Changes in Shareholders’ Equity for
      the years ended July 31, 2008, July 31, 2007 and July 31, 2006
      (in Canadian Dollars).
            F-7Notes to Consolidated Financial Statements for the years ended
      July 31, 2008, July 31, 2007 and July 31, 2006 (in Canadian
      Dollars).
            F-8


- 53
-


B.
              Exhibits





Exhibit
      Number
            Description1.1
            Memorandum,
      Articles and Certificate of Incorporation incorporated by reference from
      Exhibit 1.1 to Registration Statement under the Securities Exchange Act of
      1934 on Form 20-F, file no. 0-31190filed on July 30,
      2001.1.1
            Notice
      of Articles and Articles of Incorporation incorporated by reference from
      Exhibit 1.1 to Annual Report under the Securities Exchange Act of 1934 on
      Form 20-F, file no. 0-31190filed on December
      30, 2005.2.1
            Shareholders
      Rights Plan dated December 15, 2008, between the Company and Computershare
      Investor Services Inc. incorporated by reference from Report of Foreign
      Private Issuer under the Securities Exchange Act of 1934 on Form 6-K, file
      no. 0-31190filed on December
      16, 2008.12.1
            Certification of Chief Executive Officer As Adopted
      Pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.12.2
            Certification of Chief Financial Officer As Adopted
      Pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.13.1
            Certification of Chief Executive Officer Pursuant to 18
      U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.13.2
            Certification of Chief Financial Officer Pursuant to 18
      U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.


- 54
-
 Table of
Contents
  A.     Financial Statements
      Canplats Resources Corporation
  Consolidated Financial
Statements
 July 31, 2008, 2007 and 2006 (in
Canadian dollars)
 F
-1




Management’s
Responsibility for the Financial Statements
 
 The
preparation and presentation of the accompanying consolidated financial
statements, Management Discussion and Analysis (“MD&A”) and all financial
information in the Annual Report are the responsibility of management and have
been approved by the Board of Directors.
 
 The
consolidated financial statements have been prepared in accordance with Canadian
generally accepted accounting principles.  Financial statements, by
nature, are not precise since they include certain amounts based upon estimates
and judgments.  When alternative methods exist, management has chosen
those it deems to be the most appropriate in the circumstances.  The
financial information presented elsewhere in the Annual Report is consistent
with that in the consolidated financial statements.
 
 Management,
under the supervision of and the participation of the Chief Executive Officer
and Chief Financial Officer, have a process in place to evaluate disclosure
controls and procedures and internal control over financial reporting as
required by Canadian and U.S. securities regulations.  We, as Chief
Executive Officer  and Chief Financial Officer, will certify our
annual filings with the CSA and SEC as required in Canada by Multilateral
Instrument 52-109 and in the United States as required by the Securities
Exchange Act of 1934.
 
 The Board
of Directors is responsible for ensuring that management fulfills its
responsibilities for financial reporting and is ultimately responsible for
reviewing and approving the consolidated financial statements.  The
Board carries out this responsibility principally through its Audit Committee
which is independent from management.
 
 The Audit
Committee is appointed by the Board of Directors and reviews the consolidated
financial statements and MD&A; considers the report of the external
auditors; assesses the adequacy of our internal controls, including management’s
assessment described below; examines the fees and expenses for audit services;
and recommends to the Board the independent auditors for appointment by the
shareholders.  The independent auditors have full and free access to
the Audit Committee and meet with it to discuss their audit work, our internal
control over financial reporting and financial reporting matters.  The
Audit Committee reports its findings to the Board for consideration when
approving the consolidated financial statements for issuance to the shareholders
and management’s assessment of the internal control over financial
reporting.
 
 Management’s
Report on Internal Control over Financial Reporting
 
 Management
is responsible for establishing and maintaining adequate internal control over
financial reporting.
 
 Management
has assessed the effectiveness of our internal control over financial reporting
as at July 31, 2008 using criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.  Based on this evaluation, management concluded that our
internal control over financial reporting was effective as at July 31,
2008.
 
 PricewaterhouseCoopers
LLP, our independent auditors, has audited the effectiveness of our internal
control over financial reporting as at July 31, 2008, as stated in their report
which appears herein.
 
 
 
 “R.E.
Gordon Davis”         “Tom S.Q. Yip”
 R.E.
Gordon Davis         Tom S.Q. Yip
 Chairman
and Chief Executive
Officer                                                                                     Chief
Financial Officer
 
 November
20, 2008
 
  F-2
 PricewaterhouseCoopers LLP
 Chartered
Accountants
 PricewaterhouseCoopers
Place
 250 Howe
Street, Suite 700
 Vancouver,
British Columbia
 Canada
V6C 3S7
 Telephone
+1 604 806 7000
 Facsimile
+1 604 806 7806
 
 
 INDEPENDENT
AUDITORS' REPORT
   To the shareholders of Canplats
Resources Corporation
  We have
completed an integrated audit of Canplats Resource Corporation’s (the “Company”)
2008 consolidated financial statements and of its internal control over
financial reporting as at July 31, 2008 and audits of its 2007 and 2006
consolidated financial statements.  Our opinions, based on our audits,
are presented below.
  Consolidated
financial statements
  We have
audited the accompanying consolidated balance sheets of Canplats Resources
Corporation as at July 31, 2008 and July 31, 2007, and the related consolidated
statements of loss, comprehensive loss and deficit and cash flows for each of
the years in the three year period ended July 31, 2008.  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 of the Company’s financial statements in accordance with
Canadian generally accepted auditing standards and the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform an audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit of
financial statements includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  A financial
statement audit also includes assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinions.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as at July 31,
2008 and July 31, 2007 and the results of its operations and its cash flows for
each of the years in the three year period ended July 31, 2008 in accordance
with Canadian generally accepted accounting principles.
  Internal
control over financial reporting
  We have
also audited Canplats Resources Corporation’s internal control over financial
reporting as at July 31, 2008, based on criteria established in Internal Control
- Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).The Company’s management is responsible for
maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting,
included in Management’s Report on Internal Controls over Financial Reporting.
Our responsibility is to express an opinion on the effectiveness of the
Company’s internal control over financial reporting based on our
audit.
  We
conducted our audit of internal control over financial reporting in accordance
with the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects.  An audit
of internal control over financial reporting includes obtaining an understanding
of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing such other
procedures as we consider necessary in the circumstances.  We believe
that our audit provides a reasonable basis for our opinion.
  A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.  A company’s internal
control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial
statements.
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
  In our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as at July 31, 2008 based on criteria
established in Internal
Control — Integrated Frameworkissued by the COSO.
   “PricewaterhouseCoopers
LLP”
 Chartered
Accountants
 Vancouver,
British Columbia
 November
20, 2008
 
 
 
 PricewaterhouseCoopers
refers to the Canadian firm of PricewaterhouseCoopers LLP and the other member
firms of PricwaterhouseCoopers International Limited, each of which is a
separate and independent legal entity.  F-3
 Canplats Resources Corporation
 (An
Exploration Stage Company)
 Consolidated
Balance Sheets
 As at
July 31, 2008
 (expressed
in Canadian dollars)
 2008
                      2007$
                      $ASSETSCurrentCash
      and cash equivalents
                      7,343,000
                      2,107,000Receivables
                      23,000
                      6,000Prepaid
      expenses and deposits
                      96,000
                      10,0007,462,000
                      2,123,000Value
      added tax recoverable
                      1,115,000
                      183,000Mineral properties (note
      4)
                      14,042,000
                      3,585,000Property, plant and equipment,
      net(note 5)
                      61,000
                      -22,680,000
                      5,891,000LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrentAccounts
      payable and accrued liabilities
                      1,454,000
                      53,000Due
      to related parties (note 9)
                      183,000
                      21,0001,637,000
                      74,000Future income tax liability(note 10b)
                      910,000
                      218,0002,547,000
                      292,000Shareholders'
      EquityShare
      capital (note 6)
                      24,365,000
                      15,539,000Value
      assigned to stock options and warrants (note 7 and 8)
                      9,961,000
                      658,000Contributed
      surplus
                      317,000
                      317,000Deficit
                      (14,510,000)
                      (10,915,000)20,133,000
                      5,599,00022,680,000
                      5,891,000
  Approved
by the Board of Directors
 
 
 
 “James
W.
Tutton”                                                                                    “R.E. Gordon
Davis”
 
 James W.
Tutton            R.E. Gordon
Davis
 (Chairman
of the Audit Committee)       (Director)
   
    The
accompanying notes are an integral part of the consolidated financial
statements.
 F-4
 Canplats Resources Corporation
 (An
Exploration Stage Company)
 Consolidated Statements of Loss,
Comprehensive Loss and Deficit
 Years
Ended July 31
 (expressed
in Canadian dollars, except number of
shares)
  
 2008
                                2007
                                2006$
                                $
                                $ExpensesBank
      charges
                                4,000
                                4,000
                                2,000Depreciation
                                11,000
                                -
                                -General
      exploration
                                41,000
                                129,000
                                135,000Insurance
                                19,000
                                4,000
                                10,000Investor
      relations
                                350,000
                                89,000
                                88,000Legal,
      accounting and audit
                                134,000
                                34,000
                                10,000Listing
      and filing fees
                                18,000
                                10,000
                                14,000Office
      and administration
                                139,000
                                14,000
                                7,000Salaries
                                277,000
                                61,000
                                58,000Shareholder
      relations
                                19,000
                                12,000
                                12,000Stock-based
      compensation (note 7)
                                2,689,000
                                562,000
                                -Transfer
      agents
                                13,000
                                12,000
                                12,000(3,714,000)
                                (931,000)
                                (348,000)Other
      income (expense)Interest
      income
                                158,000
                                76,000
                                18,000Foreign
      exchange gain/(loss)
                                64,000
                                (17,000)
                                (12,000)Recovery
      (write-down) of mineral properties (note 4)
                                (103,000)
                                -
                                6,000119,000
                                59,000
                                12,000Loss
      and comprehensive loss for the year
                                (3,595,000)
                                (872,000)
                                (336,000)Deficit
      - Beginning of year
                                (10,915,000)
                                (10,043,000)
                                (9,707,000)Deficit
      - End of year
                                (14,510,000)
                                (10,915,000)
                                (10,043,000)Weighted
      average numberof
      shares issued
                                52,514,514
                                44,709,023
                                32,390,739Basic
      and diluted loss per share
                                (0.07)
                                (0.02)
                                (0.01)
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-5
 Canplats Resources Corporation
 (An
Exploration Stage Company)
 Consolidated
Statements of Cash Flows
 Years
Ended July 31
 (expressed
in Canadian dollars)
 
 2008
                                        
                                        2007
                                        
                                        2006$
                                        
                                        $
                                        
                                        $Operating
      activitiesLoss
      for the year
                                        
                                        (3,595,000)
                                        
                                        (872,000)
                                        
                                        (336,000)Non-cash
      items:Stock-based
      compensation
                                        
                                        2,689,000
                                        
                                        562,000
                                        
                                        -Depreciation
                                        
                                        11,000
                                        
                                        -
                                        
                                        -Write-down
      (recovery) of mineral properties
                                        
                                        103,000
                                        
                                        -
                                        
                                        (6,000)Decrease
      (increase) in non-cash working capital:Accounts
      receivable and prepaid expenses
                                        
                                        (103,000)
                                        
                                        18,000
                                        
                                        (6,000)Accounts
      payable and accrued liabilities
                                        
                                        249,000
                                        
                                        14,000
                                        
                                        (10,000)Due
      to related parties
                                        
                                        162,000
                                        
                                        (27,000)
                                        
                                        (40,000)Cash
      used in operating activities
                                        
                                        (484,000)
                                        
                                        (305,000)
                                        
                                        (398,000)Financing
      activitiesShares
      and warrants issued for cash
                                        
                                        16,317,000
                                        
                                        2,125,000
                                        
                                        2,062,000Share
      issue costs
                                        
                                        (1,118,000)
                                        
                                        -
                                        
                                        (6,000)Cash
      generated by financing activities
                                        
                                        15,199,000
                                        
                                        2,125,000
                                        
                                        2,056,000Investing
      activitiesMineral
      property costs
                                        
                                        (8,475,000)
                                        
                                        (1,173,000)
                                        
                                        (596,000)Sale
      (purchase) of property, plant, and equipment
                                        
                                        (72,000)
                                        
                                        -
                                        
                                        42,000Increase
      in VAT recoverable
                                        
                                        (932,000)
                                        
                                        (130,000)
                                        
                                        -Cash
      used in investing activities
                                        
                                        (9,479,000)
                                        
                                        (1,303,000)
                                        
                                        (554,000)Increase
      in cash
                                        
                                        5,236,000
                                        
                                        517,000
                                        
                                        1,104,000Cash
      and cash equivalents - beginning of year
                                        
                                        2,107,000
                                        
                                        1,590,000
                                        
                                        486,000Cash
      and cash equivalents - end of year
                                        
                                        7,343,000
                                        
                                        2,107,000
                                        
                                        1,590,000
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-6
 Canplats Resources Corporation
 (An
Exploration Stage Company)
 Consolidated
Statements of Shareholders’ Equity
 Years
Ended July 31
 (expressed
in Canadian dollars, except number of
shares)
  
 Number
      of
                  
                  Value
      Assigned
                  
                  
                  TotalCommon
                  Share
      Capital
                  to
      Stock Options
                  Contributed
                  
                  Shareholders'Shares
                  Issued
                  and
      Warrants
                  Surplus
                  Deficit
                  Equity$
                  $
                  $
                  $
                  $Balance,
      July 31, 2005
                  29,442,306
                  11,340,000
                  431,000
                  -
                  (9,707,000)
                  2,064,000Issued
      for cash:Private
      placements
                  10,150,000
                  1,417,000
                  612,000
                  -
                  -
                  2,029,000Exercise
      of options
                  50,000
                  6,000
                  -
                  -
                  -
                  6,000Exercise
      of warrants
                  105,000
                  26,000
                  -
                  -
                  -
                  26,000Non-cash:Value
      assigned to warrants granted
                  -
                  -
                  73,000
                  -
                  -
                  73,000Value
      assigned to options exercised
                  -
                  4,000
                  (4,000)
                  -
                  -
                  -Value
      assigned to warrants exercised
                  -
                  10,000
                  (10,000)
                  -
                  -
                  -Value
      assigned to expired warrantsand
      options
                  -
                  -
                  (317,000)
                  317,000
                  -
                  -Shares
      issued for finder's fee
                  580,500
                  81,000
                  -
                  -
                  -
                  81,000Shares
      issue costs
                  -
                  (159,000)
                  -
                  -
                  -
                  (159,000)Loss
      for the year
                  -
                  -
                  -
                  -
                  (336,000)
                  (336,000)Balance,
      July 31, 2006
                  40,327,806
                  12,725,000
                  785,000
                  317,000
                  (10,043,000)
                  3,784,000Issued
      for cash:Exercise
      of options
                  75,000
                  23,000
                  -
                  -
                  -
                  23,000Exercise
      of warrants
                  8,407,250
                  2,102,000
                  -
                  -
                  -
                  2,102,000Non-cash:Value
      assigned to options granted
                  -
                  -
                  562,000
                  -
                  -
                  562,000Value
      assigned to options exercised
                  -
                  15,000
                  (15,000)
                  -
                  -
                  -Value
      assigned to warrants exercised
                  -
                  674,000
                  (674,000)
                  -
                  -
                  -Loss
      for the year
                  -
                  -
                  -
                  -
                  (872,000)
                  (872,000)Balance,
      July 31, 2007
                  48,810,056
                  15,539,000
                  658,000
                  317,000
                  (10,915,000)
                  5,599,000Issued
      for cash:Private
      placement
                  7,000,000
                  14,632,000
                  -
                  -
                  -
                  14,632,000Exercise
      of options
                  874,000
                  375,000
                  -
                  -
                  -
                  375,000Exercise
      of warrants
                  64,000
                  192,000
                  -
                  -
                  -
                  192,000Non-cash:Value
      assigned to options granted
                  -
                  -
                  2,930,000
                  -
                  -
                  2,930,000Value
      assigned to options exercised
                  -
                  245,000
                  (245,000)
                  -
                  -
                  -Value
      assigned to warrants
                  -
                  (5,927,000)
                  5,927,000
                  -
                  -
                  -Value
      assigned to warrants exercised
                  -
                  108,000
                  (108,000)
                  -
                  -
                  -Value
      assigned to underwriters' warrants
                  -
                  (799,000)
                  799,000
                  -
                  -
                  -Loss
      for the year
                  -
                  -
                  -
                  -
                  (3,595,000)
                  (3,595,000)Balance,
      July 31, 2008
                  56,748,056
                  24,365,000
                  9,961,000
                  317,000
                  (14,510,000)
                  20,133,000
    
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-7
 Canplats Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
  1.
              NATURE
      AND CONTINUANCE OF OPERATIONS
 
 Canplats
Resources Corporation (“Canplats” or “the Company”) is in the process of
acquiring, exploring and developing precious and base metal mineral properties.
The Company will attempt to bring the properties to production, structure joint
ventures with others, option or lease properties to third parties, or sell the
properties outright. The Company has not determined whether these properties
contain ore reserves that are economically recoverable and the Company is
considered to be in the exploration stage.
 
 These
consolidated financial statements have been prepared assuming the Company will
continue on a going-concern basis.  Management has estimated that the
Company will have adequate funds from existing working capital to meet its
corporate, administrative and property obligations for the coming year. If the
Company is to advance or develop its mineral properties further, it will be
necessary to obtain additional financing and while it has been successful in the
past, there can be no assurance that it will be able to do so in the
future.
 
 The
recoverability of the amounts shown for mineral properties and related deferred
exploration costs is dependent upon the existence of economically recoverable
reserves, securing and maintaining title and beneficial interest in the
properties, the ability of the Company to obtain necessary financing to complete
the development, and upon future profitable production or sale. The amounts
shown as deferred exploration expenditures and property acquisition costs
represent net costs to date, less amounts amortized and written-off, and do not
necessarily represent present or future values.
 
 Although
the Company has taken steps to verify title to mineral properties in which it
has an interest, in accordance with industry standards for the current stage of
exploration of such properties, these procedures do not guarantee the Company’s
title.  Property title may be subject to unregistered prior agreements
or transfers and may be affected by undetected defects.
 
 
 2.
              SIGNIFICANT
      ACCOUNTING POLICIES
 
 Generally
accepted accounting principles
 
 These
consolidated financial statements have been prepared in accordance with Canadian
generally accepted accounting principles (Canadian GAAP). The significant
differences between those principles and those that would be applied under U.S.
generally accepted accounting principles and requirements promulgated by the
Securities and Exchange Commission (collectively U.S. GAAP), as they affect the
Company, are disclosed in note 15.
 
 Basis
      of presentation
 
 These
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiary, Canplats de Mexico S.A. de C.V.  All
inter-company balances are eliminated upon consolidation.
   The
accompanying notes are an integral part of the consolidated financial
statements.
 F-8
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 2.
              SIGNIFICANT
      ACCOUNTING POLICIES (continued)
  
 Use
of estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and related
notes.  Significant areas where management’s judgment is applied are
the determination of asset impairment, stock-based compensation and future
income tax balances.  Actual results could differ from those
estimates.
 
 Reclassifications
 
 Certain
reclassifications of prior year balances have been made to conform to the
current year presentation.  These reclassifications have had no impact
on previously reported total assets or results of operations, and do not affect
previously reported cash flows from operating or financing
activities.
 
 Foreign
currency translation
 
 The
Company’s subsidiary is an integrated foreign operation and its results and
financial position are translated into Canadian dollars using the temporal
method.  Monetary items are translated at the exchange rate in effect
at the balance sheet date; non-monetary items are translated at historical
exchange rates.  Income and expense items are translated at the
average exchange rate for the period. Translation gains and losses are reflected
in Consolidated Statements of Loss, Comprehensive Loss and Deficit unless they
relate to a specific mineral property in which case, they are
capitalized.
 
 Cash
and cash equivalents
 
 Cash and
cash equivalents include cash, bank balances and highly liquid deposits with
maturity of three months or less at date of acquisition.  Cash
equivalents are designated as held-for-trading and are stated at market
value.
 
 Mineral
property costs
 
 The
Company records its interests in mineral properties at cost.  The
costs of acquiring mineral properties and related exploration and development
expenditures, holding costs to maintain a property are deferred and would be
amortized against future production following commencement of commercial
production or are written-off if the properties are sold, allowed to lapse or
abandoned.  General exploration, overhead and administration costs are
expensed in the period incurred.
 
 Option
payments received are treated as a reduction of the carrying value of the
related mineral property and deferred costs until the receipts are in excess of
costs incurred, at which time they are credited to income.  Option
payments are at the discretion of the optionee, and accordingly, are recorded on
a cash basis.
 
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-9
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 2.
                SIGNIFICANT
      ACCOUNTING POLICIES
(continued)
  Management
of the Company regularly reviews the net carrying value of each mineral
property.  Where events or changes in circumstances suggest
impairment, estimated future cash flows are calculated using estimated future
prices, proven and probable reserves, value beyond proven and probable reserves,
probability weighted outcomes and operating capital and reclamation costs on an
undiscounted basis.  If it is determined that the future cash flows
are less than the carrying value, a write-down to the estimated fair value is
expensed for the period.  The Company presently has no proven or
probable reserves.  Where estimates of future net cash flows are not
available and where other conditions suggest impairment, management assesses if
carrying values can be recovered.  If the carrying values exceed
estimated recoverable values, then the project is written-down to estimated fair
values with the write-down expensed in the period.
 
 Management’s estimates of future
mineral prices, recoverable resources, initial and operating capital and
reclamation costs are subject to certain risks and uncertainties that may affect
the recoverability of mineral property costs.  Although management has
made its best estimate of these factors, it is possible that changes could occur
that could adversely affect management’s estimate of the net cash flows to be
generated from its properties.
 
 Property,
plant and equipment
 
 Property,
plant and equipment are recorded at cost less accumulated
depreciation.  Depreciation is calculated over the useful life of the
asset at rates ranging from 15% to 30% per annum once the asset is available for
use.  Leasehold improvements are amortized over the shorter of their
economic lives and the lease term plus lease renewals, if any, only when such
renewals are reasonably assured.  Depreciation charges on assets that
are directly related to mineral properties are allocated to that mineral
property.  We assess if an impairment loss exists when events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.  An impairment loss is recognized if the carrying
amount of a long-lived asset exceeds the sum of the undiscounted cash flows
expected to result from its use and eventual disposition.  The amount
of the loss is measured as the amount by which long-lived asset’s carrying value
exceeds its fair value.
 
 Stock-based
compensation
 
 Compensation
expense for stock options granted to employees and warrants issued are measured
at their fair value at the grant date.  Compensation expense for stock
options granted to consultants are initially measured at their fair value at the
grant date and are revalued on each balance sheet date until they are fully
vested.  Stock options and warrants are measured using the
Black-Scholes valuation model and are recognized over the vesting period of the
options and warrants granted using the graded method.  In situations
where stock options are granted in exchange for services related to specific
mineral properties, the expense is capitalized against that mineral
property.  The value assigned to stock options and warrants within
shareholders’ equity is subsequently reduced if the options and warrants are
exercised with the amount recorded credited to share capital.  Any
values assigned to stock options and warrants that have expired are credited to
contributed surplus.
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-10
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
  2.
                SIGNIFICANT
      ACCOUNTING POLICIES
(continued)
  Income
taxes
 
 The
liability method of income tax allocation is used and is based on differences
between financial reporting and tax bases of assets and liabilities. Temporary
differences arising from the difference between the tax basis of an asset or
liability and its carrying amount on the balance sheet are used to calculate
future income tax liabilities or assets. Future income tax liabilities or assets
are calculated using the tax rates anticipated to apply in the periods that the
temporary differences are expected to reverse. Future tax assets are recognized
to the extent that they are considered more likely than not to be
realized.
 
 Loss
per common share
 
 Loss per
share is calculated based on the weighted average number of common shares issued
and outstanding during the year.  The Company follows the treasury
stock method in the calculation of diluted earnings per share.  Under
this method, the weighted average number of shares includes the potential net
issuances of common shares for “in-the-money” options and warrants assuming the
proceeds are used to repurchase common shares at the average market price during
the period, if dilutive.  The effect of potential issuances of shares
under options and warrants would be anti-dilutive if a loss is reported, and
therefore basic and diluted losses per share are the same.
 
 Recent
accounting pronouncements
 
 Recent
accounting pronouncements issued which may impact us in the future are as
follows:
 
 Capital
Disclosures
 
 CICA
Handbook Section 1535, Capital Disclosures, establishes standards for disclosing
information about an entity's capital and how it is managed.  Under
this standard the Company will be required to disclose the following, based on
the information provided internally to the entity's key management
personnel:
  (i)
                      qualitative
      information about its objectives, policies and processes for managing
      capital;(ii)
                      summary
      quantitative data about what it manages as capital;(iii)
                      whether
      during the period it complied with any externally imposed capital
      requirements to which it is subject; and(iv)
                      when
      the company has not complied with such externally imposed capital
      requirements, the consequences of such
  non-compliance.
 This
standard is effective for the Company’s interim and annual financial statements
beginning on August 1, 2008.
 
    
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-11
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
  2.
                SIGNIFICANT
      ACCOUNTING POLICIES
(continued)
 Financial
Instruments Presentation and Disclosures
 
 CICA
Handbook Section 3862, Financial Instruments – Disclosures, and Section 3863,
Financial Instruments – Presentation, requires entities to provide disclosure of
quantitative and qualitative information in their financial statements that
enable users to evaluate (a) the significance of financial instruments for the
entity's financial position and performance; and (b) the nature and extent of
risks arising from financial instruments to which the entity is exposed during
the period and at the balance sheet date, and management’s objectives, policies
and procedures for managing such risks. Entities will be required to disclose
the measurement basis or bases used, and the criteria used to determine
classification for different types of instruments.
 
 The
Sections require specific disclosures to be made, including the criteria
for:
  (i)
                      designating
      financial assets and liabilities as held for trading;(ii)
                      designating
      financial assets as available-for-sale; and(iii)
                      determining
      when impairment is recorded against the related financial asset or when an
      allowance account is
used.
 These
standards are effective for the Company’s interim and annual financial
statements beginning on August 1, 2008.
 
 General
Standards on Financial Statement Presentation
 
 CICA
Handbook Section 1400, General Standards on Financial Statement Presentation,
has been amended to include requirements to assess and disclose an entity’s
ability to continue as a going concern. The changes are effective for the
Company’s interim and annual financial statements beginning August 1, 2008. The
Company does not expect the adoption of these changes to have an impact on its
financial statements.
 
 Goodwill
and Intangible Assets
 
 CICA
Handbook Section 3064, Goodwill and Intangible Assets, establishes revised
standards for recognition, measurement, presentation anddisclosure of goodwill and
intangible assets. Concurrent with the introduction of this standard, the CICA
withdrew EIC 27, Revenues and Expenses during the pre-operating period. As a
result of the withdrawal of EIC 27, companies will no longer be able to defer
costs and revenues incurred prior to commercial production at new mine
operations.  The changes are effective for interim and annual
financial statements beginning August 1, 2009.  The Company does not
expect the adoption of these changes to have an impact on its financial
statements.
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-12
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
  2.
                SIGNIFICANT
      ACCOUNTING POLICIES
(continued)
 International
Financial Reporting Standards ("IFRS")
 
 In 2006,
the Canadian Accounting Standards Board ("AcSB") published a new strategic plan
that will significantly affect financial reporting requirements for Canadian
companies.  The AcSB strategic plan outlines the convergence of Canadian
GAAP with IFRS over an expected five year transitional period.  In
February 2008 the AcSB announced that 2011 is the changeover date for
publicly-listed companies to replace Canadian GAAP with IFRS.  The date is
for interim and annual financial statements relating to fiscal years beginning
on or after January 1, 2011.  The transition date of January 1, 2011 will
require the restatement for comparative purposes of amounts reported by the
Company for the year ended July 31, 2011.  While the Company has begun
assessing the adoption of IFRS for 2011, the financial reporting impact of the
transition to IFRS cannot be reasonably estimated at this time.
 
 3.     CHANGES
IN ACCOUNTING POLICIES
 
 Effective
August 1, 2007, the Company prospectively adopted the following new accounting
standards and related amendments to other standards on financial instruments
issued by the CICA.   Accordingly, prior periods have not been
restated.
 
 Financial
Instruments – Recognition and Measurement, Section 3855 and Financial
Instruments – Disclosure and Presentation, Section 3861
 
 These
standards requires all financial instruments to be classified into one of the
following five categories: held for trading, held-to-maturity investments, loans
and receivables, available-for-sale financial assets or other financial
liabilities.  All financial instruments within its scope, including
derivatives, are to be included on the Company’s balance sheet and measured
either at fair value or, in certain circumstances when fair value may not be
considered most relevant, at cost or amortized cost.  Depending on the
classification, changes in fair value are to be recognized in the statements of
operations and comprehensive income.
 
 All
held-for-trading  and available-for-sale financial instruments are
recorded on the balance sheet at fair value.  All other financial
instruments will be recorded at cost or amortized cost, subject to impairment
reviews.  Transaction costs incurred to acquire held-for-trading
financial instruments are recorded to the Consolidated Statements of
Loss.  Transaction costs incurred to acquire all other financial
instruments are included in the underlying balance.
 
 The
Company’s financial instruments include cash and cash equivalents, receivables,
accounts payables and accrued liabilities, and amounts due to related
parties.  Cash and cash equivalents are designated as held-for
trading. All other financial instruments are either loans and receivables, or
other financial liabilities and are recorded at cost.  The fair value
of these financial instruments approximates their carrying value due to their
short term nature and capacity of prompt liquidation.  Therefore, the
adoption of Section 3855 and 3861 had no  impact on the Company’s
financial statements.
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-13
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 Hedges,
Section 3865
  This
standard is applicable when a company chooses to designate a hedging
relationship for accounting purposes.  The Company currently does not
have any hedges.
 
 3.     CHANGES
IN ACCOUNTING POLICIES (continued)
 
 Comprehensive
Income, Section 1530
 
 This
standard requires the presentation of a statement of comprehensive income and
its components.  Comprehensive income is the change in net assets that
results from transactions, events and circumstances from sources other than
shareholders and includes items such as unrealized gains or losses on
available-for-sale investments.  Accumulated other comprehensive
income includes the holding gains and losses from available-for-sale securities
which are not included in net income (loss) until realized.  The
adoption of Section 1530 had no material impact on the Company’s financial
statements.
 
 4.     MINERAL
PROPERTY COSTS
 
 The
Company’s mineral properties are as follows:
  Rodeo
                      Yerbabuena
                      El
      Rincon
                      Mecatona
                      Maijoma
                      El
      Alamo
                      Camino
      Rojo(Mexico)
                      (Mexico)
                      (Mexico)
                      (Mexico)
                      (Mexico)
                      (Mexico)
                      (Mexico)
                      Total$
                      $
                      $
                      $
                      $
                      $
                      $
                      $Balance,
      July 31, 2007
                      1,304,000
                      1,164,000
                      166,000
                      513,000
                      227,000
                      190,000
                      21,000
                      3,585,000Acquisition
      costs
                      10,000
                      30,000
                      10,000
                      60,000
                      10,000
                      31,000
                      139,000
                      290,000Assaying
                      2,000
                      -
                      -
                      -
                      -
                      -
                      2,141,000
                      2,143,000Claim
      taxes
                      28,000
                      25,000
                      22,000
                      6,000
                      14,000
                      69,000
                      209,000
                      373,000Consulting
      and contracting service
                      -
                      -
                      -
                      -
                      -
                      -
                      15,000
                      15,000Drafting
      salaries and consulting
                      -
                      -
                      -
                      -
                      -
                      -
                      4,000
                      4,000Drilling
                      -
                      -
                      -
                      -
                      -
                      -
                      4,782,000
                      4,782,000Environmental
                      -
                      -
                      -
                      -
                      -
                      -
                      12,000
                      12,000Field
      administration
                      4,000
                      1,000
                      -
                      1,000
                      1,000
                      2,000
                      120,000
                      129,000Foreign
      exchange
                      -
                      -
                      -
                      -
                      -
                      -
                      25,000
                      25,000Future
      income taxes
                      -
                      1,000
                      7,000
                      7,000
                      7,000
                      14,000
                      656,000
                      692,000Geology
      salaries and consulting
                      1,000
                      -
                      -
                      2,000
                      5,000
                      3,000
                      936,000
                      947,000Geophysics
      airborne and ground
                      -
                      1,000
                      -
                      -
                      -
                      -
                      428,000
                      429,000Equipment
                      -
                      -
                      -
                      -
                      -
                      -
                      270,000
                      270,000Licenses
      and government fees
                      -
                      -
                      -
                      -
                      -
                      -
                      2,000
                      2,000Living
      costs and travel
                      -
                      1,000
                      -
                      1,000
                      -
                      1,000
                      182,000
                      185,000Maps,
      prints and film
                      -
                      -
                      -
                      -
                      -
                      -
                      111,000
                      111,000Metallurgy
                      -
                      -
                      -
                      -
                      -
                      -
                      19,000
                      19,000Storage
                      -
                      -
                      -
                      -
                      -
                      -
                      10,000
                      10,000Supplies
                      -
                      -
                      -
                      -
                      -
                      -
                      30,000
                      30,000Trenching
                      -
                      -
                      -
                      -
                      -
                      -
                      92,000
                      92,000Exploration
      costs for the year
                      35,000
                      29,000
                      29,000
                      17,000
                      27,000
                      89,000
                      10,044,000
                      10,270,000Write-down
      of mineral property
                      -
                      -
                      -
                      (103,000)
                      -
                      -
                      -
                      (103,000)Balance,
      July 31, 2008
                      1,349,000
                      1,223,000
                      205,000
                      487,000
                      264,000
                      310,000
                      10,204,000
                      14,042,000
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-14
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
  4.      MINERAL
PROPERTY COSTS (continued)
  Rodeo
                    Yerbabuena
                    El
      Rincon
                    Mecatona
                    Maijoma
                    El
      Alamo
                    Camino
      Rojo(Mexico)
                    (Mexico)
                    (Mexico)
                    (Mexico)
                    (Mexico)
                    (Mexico)
                    (Mexico)
                    Total$
                    $
                    $
                    $
                    $
                    $
                    $
                    $Balance,
      July 31, 2006
                    780,000
                    1,054,000
                    133,000
                    370,000
                    51,000
                    7,000
                    -
                    2,395,000Acquisition
      costs
                    11,000
                    34,000
                    11,000
                    40,000
                    17,000
                    17,000
                    16,000
                    146,000Assaying
                    20,000
                    -
                    -
                    26,000
                    13,000
                    -
                    3,000
                    62,000Claim
      taxes
                    21,000
                    15,000
                    19,000
                    21,000
                    17,000
                    29,000
                    -
                    122,000Consulting
                    5,000
                    1,000
                    -
                    1,000
                    4,000
                    3,000
                    -
                    14,000Drilling
                    371,000
                    -
                    -
                    -
                    -
                    -
                    -
                    371,000Equipment
                    41,000
                    1,000
                    -
                    1,000
                    3,000
                    1,000
                    -
                    47,000Field
      administration
                    21,000
                    5,000
                    1,000
                    8,000
                    6,000
                    6,000
                    -
                    47,000Foreign
      exchange
                    (13,000)
                    5,000
                    -
                    7,000
                    2,000
                    (4,000)
                    -
                    (3,000)Future
      income taxes
                    1,000
                    -
                    2,000
                    5,000
                    4,000
                    4,000
                    2,000
                    18,000Gas
      and oil
                    2,000
                    -
                    -
                    -
                    -
                    -
                    -
                    2,000Geology
      salaries and consulting
                    2,000
                    1,000
                    -
                    21,000
                    6,000
                    -
                    -
                    30,000Geophysics
                    -
                    27,000
                    -
                    -
                    46,000
                    65,000
                    -
                    138,000Legal
                    1,000
                    -
                    -
                    1,000
                    -
                    -
                    -
                    2,000Living
      costs and travel
                    12,000
                    4,000
                    -
                    5,000
                    14,000
                    12,000
                    -
                    47,000Maps,
      prints and film
                    -
                    -
                    -
                    -
                    2,000
                    -
                    -
                    2,000Storage
                    6,000
                    2,000
                    -
                    2,000
                    -
                    -
                    -
                    10,000Supervision
      project and labour
                    23,000
                    15,000
                    -
                    5,000
                    42,000
                    50,000
                    -
                    135,000Exploration
      costs for the year
                    513,000
                    76,000
                    22,000
                    103,000
                    159,000
                    166,000
                    5,000
                    1,044,000Balance,
      July 31, 2007
                    1,304,000
                    1,164,000
                    166,000
                    513,000
                    227,000
                    190,000
                    21,000
                    3,585,000
  PRINCIPAL
PROPERTIES
  Rodeo,
Mexico
 
 In fiscal
2003, the Company acquired through staking a 100% interest in the Rodeo property
located 150 kilometers north of Durango, Mexico.  The property is
subject to a finder’s fee consisting of US$5,000 on acquisition; the greater of
US$5,000 or 2% of all direct exploration expenditures every six months
thereafter and a 0.25% net smelter royalty.  The maximum amount
payable in respect of this finder’s fee is US$500,000.  The property
is also subject to a right of first offer.
 
 Yerbabuena,
Mexico
 
 In fiscal
2003, the Company entered into a lease with an option to purchase agreement for
a 100% interest in the Yerbabuena epithermal gold prospect located approximately
150 kilometres north-northwest of Durango, Mexico.  The property is
subject to a 2% net smelter royalty.
 
 Under the
terms of the agreement with La Cuesta International, Inc. (“LCI”), owner of the
Yerbabuena property, the Company may make staged payments totalling US$62,500
over three years and US$30,000 annually thereafter, plus applicable taxes, to
lease the property.  On commencement of commercial production on the
property, the Company is to pay the greater of US$25,000 per quarter and a 2%
net smelter royalty.  The Company may purchase the property for a
total consideration of US$2,000,000 less all lease payments paid under the
agreement.  The property is also subject to a right of first
offer.
   The
accompanying notes are an integral part of the consolidated financial
statements.
 F-15
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 4.     MINERAL
PROPERTY COSTS (continued)
 
 El
Rincon, Mexico
 
 In fiscal
2004, the Company acquired, by staking, the El Rincon gold project in Durango,
Mexico, subject to a finder’s fee to LCI.
 
 Under the
terms of the agreement with LCI, dated August 24, 2004, but effective May 3,
2004, the Company is required to pay LCI: US$5,000 on signing the agreement
(paid); every six months commencing May 3, 2004, the greater of US$5,000 and 2%
of direct exploration expenditures made for the benefit of the property; and, on
commencement of commercial production on the property, a 0.25% net smelter
return royalty; provided that the maximum amount payable to LCI for the El
Rincon property is US$2,000,000.
 
 On and
prior to the Company expending US$1.5 million on the property, Silver Standard
Resources Inc. (“Silver Standard”) can earn a 51% interest in El Rincon by
incurring expenditures equal to two times the Company’s accrued acquisition and
exploration expenditures.
 
 Mecatona,
Mexico
 
 In fiscal
2006, the Company acquired, by a combination of option agreements and staking,
four claim blocks  for a 100% interest in the Mecatona property
located in the Mecatona gold/silver district in the state of Chihuahua, Mexico
located approximately 20 kilometres south of Parral.
 
 For two
claims , the Company agreed to pay, under separate option agreements, two
private owners an aggregate of US$15,000 on signing
(paid).  Subsequent option payments for one of these claim blocks are
US$10,000 on November 25, 2006 (paid), US$20,000 on November 25, 2007 (paid),
US$215,000 on November 25, 2008 and 1% net smelter return capped at
US$250,000.  For the other claim block, subsequent option payments are
US$20,000 on November 26, 2006 (paid), US$30,000 on November
26, 2007(paid), US$50,000 on November 26, 2008, $90,000 on November 26,
2009 and US$800,000 on November 26, 2010.  In October 2008, the
Company has determined to allow these two option agreements to
lapse.  As a result, a write-down of $103,000 (US$95,000) was recorded
in fiscal 2008.  The Company acquired the remaining two claim blocks
that comprise the Mecatona property by staking and will continue with the
exploration of these two claim blocks.
 
 Under the
terms of the agreement with LCI, the Company is required to pay LCI: US$5,000 on
acquisition of the property (paid); every six months, the greater of US$5,000
and 2% of direct exploration expenditures made for the benefit of the property;
and, on commencement of commercial production on the property, a 0.25% net
smelter return royalty; provided that the maximum amount payable to LCI for the
Mecatona property is US$2,000,000.
 
 On and
prior to the Company expending US$1.5 million on the property, Silver Standard
can earn a 51% interest in Mecatona by incurring expenditures equal to two times
the Company’s accrued acquisition and exploration expenditures.
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-16
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 4.     MINERAL
PROPERTY COSTS (continued)
 
 Maijoma,
Mexico
 
 In fiscal
2006, the Company acquired by staking a 100% interest in the Maijoma Prospect
located in Chihuahua State, Mexico, subject to the payment of a finder’s fee to
LCI.
 
 Under the
terms of the agreement with LCI, the Company is required to pay LCI: US$5,000 on
acquisition of the property (paid); every six months, the greater of US$5,000
and 2% of direct exploration expenditures made for the benefit of the property;
and, on commencement of commercial production on the property, a 0.25% net
smelter return royalty; provided that the maximum amount payable to LCI for the
Maijoma property is US$2,000,000.
 
 El
Alamo, Mexico
 
 In fiscal
2006, the Company acquired by staking a 100% interest in the El Alamo Prospect
located in Chihuahua State, Mexico, subject to the payment of a finder’s fee to
LCI.
 
 Under the
terms of the agreement with LCI, the Company is required to pay LCI: US$5,000 on
acquisition of the property (paid); every six months, the greater of US$5,000
and 2% of direct exploration expenditures made for the benefit of the property;
and, on commencement of commercial production on the property, a 0.25% net
smelter return royalty; provided that the maximum amount payable to LCI for the
El Alamo property is US$2,000,000.
 
 Camino
Rojo, Mexico
 
 In fiscal
2007, the Company acquired, by staking, the Camino Rojo property in Zacatecas
State, Mexico, subject to the payment of a finder’s fee to LCI.
 
 Under the
terms of the agreement with LCI, the Company is required to pay LCI: US$5,000 on
acquisition of the property (paid); every six months, the greater of US$5,000
and 2% of direct exploration expenditures made for the benefit of the property;
and, on commencement of commercial production on the property, a 0.25% net
smelter return royalty; provided that the maximum amount payable to LCI for the
Camino Rojo property is US$2,000,000.
 
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-17
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 5.     PROPERTY,
PLANT AND EQUIPMENT
 
 The Company’s property, plant and
equipment are as
follows: July
      31, 2008Accum.
                      Net
      BookCost
                      Amort.
                      Value$
                      $
                      $Computer
      equipment
                      8,000
                      (2,000)
                      6,000Furniture
      and fixtures
                      26,000
                      (4,000)
                      22,000Leasehold
      improvements
                      38,000
                      (5,000)
                      33,00072,000
                      (11,000)
                      61,000
 The Company had no property, plant and
equipment as at July 31, 2007.
 
 6.     SHARE
CAPITAL
  (a)
                Common
      SharesShares
      authorized:
                  Unlimited
      number of common shares, no par
value
   (b)
                Private
      Placement
 (i)
                In
      February 2008, the Company completed a $15,750,000 private placement of
      7,000,000 units at $2.25 per unit for net proceeds of approximately
      $14,632,000 after commissions and expenses.  Each unit consists
      of one common share and one-half common share purchase warrant with an
      exercise price of $3.00 for a period of 24 months.  The gross proceeds
      were assigned values of $9,823,000 to the shares and $5,927,000 to the
      warrants.
 As
      consideration to the brokers, the Company issued 441,000 underwriters’
      warrants with an exercise price of $2.25 for a period of 24
      months.  Total share issue costs related to the transaction were
      $1,917,000, which includes commission and expenses of $1,118,000 and
      underwriters’ warrants with a fair value of $799,000 based on the
      Black-Scholes option pricing model.
                    
                    The
      fair value of the common share purchase warrants and underwriters’
      warrants issued as part of the private placement in February 2008 was
      based on the Black-Scholes pricing model, using a weighted average risk
      free rate of 3.2%, expected volatility of 139% and expected life of 2
      years.
                      
                      Warrant
      and option pricing models require the input of highly subjective
      assumptions including the expected price volatility.  Changes in
      the subjective input assumptions can materially affect the fair value
      estimate, and therefore, the existing models do not necessarily provide a
      reliable measure of the fair value of the Company’s warrants and stock
      options.
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-18
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 6.      SHARE
CAPITAL (continued)
  (ii)
                In
      June 2006, the Company completed a private placement of 5,000,000 units at
      a price of $0.20 per unit for gross proceeds of $1,000,000.  The
      gross proceeds were assigned values of $627,000 to the shares and $373,000
      to the warrants.  Each unit consisted of one common share and
      one common share purchase warrant.  Each warrant entitled the
      holder to purchase one additional common share at a price of $0.25 for two
      years, provided that if the shares of the Company trade for a period of 20
      consecutive days (after the expiry of the four month hold period) at or
      above $0.40 per share on the TSX Venture Exchange, the warrant holders
      will be required to exercise their warrants.  A finder’s fee of
      6% (300,000 units valued at $60,000) was paid in units on a portion of the
      placement.  The values assigned to these finder’s fee units was
      $38,000 to the shares and $22,000 to the warrants.  A further
      10% in broker’s fees (500,000 warrants) was paid in warrants relating to
      this placement.  The values assigned to these broker’s fee
      warrants was $37,000.
                      
                      The
      fair value of the common share purchase warrants issued as part of the
      private placement in June 2006 was based on the Black-Scholes pricing
      model, using a weighted average risk free rate of 4.1%, expected
      volatility of 99% and expected life of 2.0
      years.
 (iii)
                  In
      January 2006, the Company completed a private placement of 5,150,000 units
      at a price of $0.20 per unit for gross proceeds of
      $1,030,000.  The gross proceeds were assigned values of $791,000
      to the shares and $239,000 to the warrants.  Each unit consisted
      of one common share and one half of a common share purchase
      warrant.  Each full warrant entitled the holder to purchase one
      additional common share at a price of $0.25 in year one or $0.35 in year
      two, provided that if the shares of the Company trade for a period of 20
      consecutive days (after the expiry of the four month hold period) at or
      above $0.35 per share in year one or $0.45 per share in year two on the
      TSX Venture Exchange, the warrant holders will be required to exercise
      their warrants.  A finder’s fee of 6% (280,500 units valued at
      $56,000) was paid in units on a portion of the placement.  The
      value assigned to these finder’s fee units was $43,073 to the shares and
      $13,000 to the warrants.
                        
                        The
      fair value of the common share purchase warrants issued as part of the
      private placement in January 2006 was based on the Black-Scholes pricing
      model, using a weighted average risk free rate of 3.8%, expected
      volatility of 104% and expected life of 2.9
      years.
 7.      STOCK
OPTIONS
 
 The
Company has a share option plan for its employees, directors, officers and
consultants.  The plan provides for the issuance of incentive options
to acquire up to a total of 10% of the issued and outstanding common shares of
the Company.  As at July 31, 2008, incentive options outstanding
represent 7.9% (2007 – 5.3%) of the issued and outstanding common
capital.  The exercise price of each option shall not be less than the
closing market price of the Company’s stock on the award date.  The
options can be granted for a maximum term of 5 years with vesting
provisions determined by the Company.
 
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-19
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 7.     STOCK
OPTIONS (continued)
 
 During
the year ended July 31, 2008, 2,815,000 stock options were granted to employees,
directors and consultants at a weighted average strike price of $1.59 and
vesting term of 2 years.  As at their grant
dates,   these options had a weighed average fair value assigned
of $1.34 per option based on the Black-Scholes option pricing model, using a
weighted average risk free rate of 3.86%, expected volatility of 115% and
expected life of 5 years.  The Company amortizes the fair value of
stock options using the graded method over the respective vesting period of the
stock options.  The fair value of options that was charged to the
Statements of Loss, Comprehensive Loss and Deficit was $2,689,000 in the current
year.
 
 During
the year ended July 31, 2007, 2,040,000 stock options were granted to employees,
directors and consultants at a weighted average strike price of $0.44 and
vesting terms of 2 years.  These options had a fair value assigned of
$0.37 per option based on the Black-Scholes option pricing model, using a
weighted average risk free rate of 3.85%, expected volatility of 117% and
expected life of 5 years.  The fair value of options that was charged
to the Statements of Loss, Comprehensive Loss and Deficit was $562,000 in
2007.
 
 A summary
of the Company’s options at July 31, 2008, 2007 and 2006 and the changes for the
periods ending on those dates is presented below:
 
 Options
                          Weighted
                            AverageOutstanding
                          Exercise
      Price$At
      August 1, 2005
                          1,830,000
                          0.35Granted
                          -
                          -Exercised
                          (50,000)
                          0.11Expired
                          (1,170,000)
                          0.35At
      July 31, 2006
                          610,000
                          0.36Granted
                          2,040,000
                          0.44Exercised
                          (75,000)
                          0.30Expired
                          -
                          -At
      July 31, 2007
                          2,575,000
                          0.43Granted
                          2,815,000
                          1.59Exercised
                          (874,000)
                          0.43Expired
                          (45,000)
                          1.01At
      July 31, 2008
                          4,471,000
                          0.92
 The
following table summarizes information about stock options outstanding and
exercisable at July 31, 2008:
 
   
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-20
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
  WeightedExercise
                          Options
                          Average
                          OptionsPrice
                          Outstanding
                          Remaining
      Life
                          Exercisable$0.44
                          3,306,000
                          3.79
                          2,011,0001.82
      - 1.87
                          130,000
                          4.35
                          55,0002.64
      - 3.08
                          635,000
                          4.53
                          242,5004.10
      - 4.15
                          400,000
                          4.90
                          293,7504,471,000
                          4.01
                          2,602,250
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-21
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 8.      WARRANTS
 
 A summary
of the Company’s warrants at July 31, 2008, 2007 and 2006 and the changes for
the periods ending on those dates is presented below:
  WeightedWarrants
                              AverageOutstanding
                              Exercise
      Price$At
      August 1, 2005
                              5,870,000
                              0.40Issued
      with private placement
                              8,515,250
                              0.25Exercised
                              (105,000)
                              0.25Expired
                              (5,870,000)
                              0.40At
      July 31, 2006
                              8,410,250
                              0.25Issued
      with private placement
                              -
                              -Exercised
                              (8,407,250)
                              0.25Expired
                              (3,000)
                              0.25At
      July 31, 2007
                              -
                              -Issued
      with private placement (share purchase warrants)
                              3,500,000
                              3.00Issued
      with private placement (underwriters' warrants)
                              441,000
                              2.25Exercised
                              (64,000)
                              3.00Expired
                              -
                              -At
      July 31, 2008
                              3,877,000
                              2.91
 
 The
following table summarizes information about the warrants outstanding at July
31, 2008:
 
 Warrants
                    WeightedExercise
                    Outstanding
                    AveragePrice
                    and
      Exercisable
                    Remaining
      Life$Share
      purchase warrants
                    3.00
                    3,436,000
                    1.54Underwriters'
      warrants
                    2.25
                    441,000
                    1.543,877,000
                    1.54
 9.
              RELATED
      PARTY TRANSACTIONS
 
 The
Company was billed $1,211,000 (2007 - $355,000) in the current year for fees and
expenses related to geological support, management and administration services
provided by Silver Standard Resources Inc., a company of which two directors are
also directors of the Company.  Included in current liabilities at
July 31, 2008 is $183,000 (2007 - $21,000) due to Silver
Standard.  Any amounts payable to related parties are non-interest
bearing and without specific terms of repayment.  These transactions
were in the normal course of operations and are measured at the exchange amount,
which is the amount established and agreed to by the related
parties.
 
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-22
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 10.
              INCOME
      TAXES
 
 (a)   
      The income taxes shown on
      the Consolidated Statements of Loss, Comprehensive Loss and Deficit
      differs from the amounts obtained by applying statutory rates due to the
      following:
 
 2008
                  2007
                  2006$
                  $
                  $Statutory
      tax rate
                  32.3%
                  34.1%
                  34.1%Loss
      for the year before taxes
                  (3,595,000)
                  (872,000)
                  (336,000)Provision
      for income taxes based on statutory rates
                  (1,161,000)
                  (297,000)
                  (115,000)Non
      deductible expenses
                  750,000
                  216,000
                  23,000Change
      in statutory tax rates
                  299,000
                  31,000
                  276,000Unrecognized
      benefit of net operating losses
                    carried
      forward
                  112,000
                  50,000
                  (184,000)-
                  -
                  -
 
 (b)
              Future
      income taxes reflect the net tax effects of temporary differences between
      the carrying amounts of assets and liabilities for financial reporting
      purposes and the amounts used for income tax
      purposes.  Significant components of the Company’s future tax
      assets and liabilities as of July 31 are as
  follows:
 
 2008
                  2007$
                  $Future
      tax assets:Mineral
      properties
                  1,219,000
                  1,490,000Finance
      charge
                  458,000
                  36,000Non-capital
      losses
                  745,000
                  503,0002,422,000
                  2,029,000Future
      tax liability:Mineral
      properties
                  (910,000)
                  (218,000)Valuation
      allowance
                  (2,422,000)
                  (2,029,000)Net
      future tax liability
                  (910,000)
                  (218,000)
 
 The potential income tax
benefit of these losses and tax pool balances have been offset by a valuation
allowance.
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-23
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 10.
              INCOME
      TAXES (continued)
 
 (c)As
      of July 31, 2008, the Company has approximately $2,865,000 in operating
      losses, $4,677,000 in accumulated Canadian and foreign exploration and
      development expenditures and $1,598,000 in unclaimed share issuance costs
      available to reduce future taxable income.  The potential
      benefit of these losses has not been reflected in these consolidated
      financial statements.  The operating losses expire as
      follows:
 
 $2009
                          194,0002010
                          162,0002014
                          312,0002015
                          329,0002016
                          343,0002027
                          350,0002028
                          1,175,0002,865,000
 
 
 11.
              SUPPLEMENTAL
      CASH FLOW INFORMATION
   2008
                  2007
                  2006$
                  $
                  $Non-cash
      financing activitiesShare
      issue costs
                  (799,000)
                  -
                  (153,000)Share
      capital issued for finder’s fees
                  -
                  -
                  81,000
   12.
                SEGMENTED
      INFORMATION
 The Company operates in one industry segment which is the acquisition and
exploration of mineral properties.  Loss for the year and segment
assets by geographic location are as follows:
  Loss
      for the year
                        
                        Total
      assetsJuly
      31
                        July
      31
                        
                        July
      31
                        July
      312008
                        2007
                        
                        2008
                        2007Canada
                        (3,492,000)
                        (861,000)
                        
                        6,521,000
                        $2,032,000Mexico
                        (103,000)
                        (11,000)
                        
                        16,159,000
                        3,859,000Total
                        (3,595,000)
                        (872,000)
                        
                        $22,680,000
                        $5,891,000
    
 The
accompanying notes are an integral part of the consolidated financial
statements.
 F-24
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
  13.
                COMMITMENTS
 As at
July 31, 2008, the Company has committed to payments under contractual
obligations as follows:
 
 Less
      than 1 year
                    1-3
      years
                    4-5
      years
                    Total$
                    $
                    $
                    $Office
      lease obligations
                    71,000
                    155,000
                    156,000
                    382,000
  14.
                FINANCIAL
      INSTRUMENTS
  
 The
Company’s financial instruments consist of cash and cash equivalents,
receivables,  accounts payables and accrued liabilities, and amounts
due to related parties.  Unless otherwise noted, it is management’s
opinion that the Company is not exposed to significant interest or credit risks
arising from the financial instruments.  The fair value of these
financial instruments approximates their carrying value due to their short-term
maturity or capacity of prompt liquidation.
 
 The
Company is exposed to currency risk from foreign currency fluctuations as some
of the Company’s cash equivalents are held in U.S. Dollars.  The
Company does not use any derivative instruments to manage its exposure to
fluctuation in foreign currency exchange rates.
 
 15.
                  MATERIAL
      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES
(GAAP)
 These
consolidated financial statements are prepared in accordance with accounting
principles generally accepted in Canada (Canadian GAAP), which differ in certain
respects from accounting principles generally accepted in the United States
(U.S. GAAP) and from practices promulgated by the Securities and Exchange
Commission (SEC). The major differences between Canadian and U.S. GAAP and their
effect on the consolidated financial statements are summarized
below:
 
  (a)
              Mining
      and mineral property assets
  Under
      U.S. GAAP, mineral property exploration and land use costs must be
      expensed as incurred, until commercially mineable deposits are determined
      to exist within a particular property.  Accordingly, for U.S.
      GAAP purposes, for all periods presented, the Company has expensed all
      exploration and land use costs for mineral properties and deferred
      exploration costs, that have been incurred by the Company, for which
      commercially mineable revenues do not exist.  Under Canadian
      GAAP, such costs have been deferred.  Due to this difference in
      treatment, the future income tax liability recorded under Canadian GAAP is
      not required under U.S. GAAP, and the balance is accordingly
      reversed.  Write-down of mineral property recorded under in
      Canadian GAAP is reversed, as the mineral expenditure was previously
      expensed under U.S. GAAP.
  For
Canadian GAAP, cash flows relating to mineral property exploration and land use
costs are reported as investing activities.  For U.S. GAAP, these
costs would be characterized as operating activities.
   The
accompanying notes are an integral part of the consolidated financial
statements.
 F-25
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 15.
                      MATERIAL
      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES (GAAP)
(continued)
 (b)
                The
      effect of the significant measurement differences between Canadian GAAP
      and U.S. GAAP on the amounts reported in the Consolidated Balance Sheets,
      Statements of Loss, Comprehensive Loss and Deficit and Cash Flows are as
      follows:
 Balance
      Sheets
                    As
      at July 31
                  2008
                    $
                  
                  2007
                    $Assets
      under Canadian GAAP
                  22,680,000
                  
                  5,891,000Mineral
      property exploration and development (a)
                  (14,042,000)
                  
                  (3,585,000)Assets
      under U.S. GAAP
                  8,638,000
                  
                  2,306,000Liabilities
      under Canadian GAAP
                  2,547,000
                  
                  292,000Future
      income tax liability (a)
                  (910,000)
                  
                  (218,000)Liabilities
      under U.S. GAAP
                  1,637,000
                  
                  74,000Shareholders’
      equity under Canadian GAAP
                  20,133,000
                  
                  5,599,000Mineral
      property exploration and development (a)
                  (14,042,000)
                  
                  (3,585,000)Future
      income tax liability (a)
                  910,000
                  
                  218,000Shareholders’
      equity under U.S. GAAP
                  7,001,000
                  
                  2,232,000
 
 Statements
      of OperationsYears
      ended July 31
                  
                  2008
                    $
                  
                  2007
                    $
                  
                  2006
                    $Loss
      for the year, Canadian GAAP
                  
                  3,595,000
                  
                  872,000
                  
                  336,000Mineral
      property exploration costs (a)
                  
                  9,868,000
                  
                  1,173,000
                  
                  596,000Write-down
      of mineral property (a)
                  
                  (103,000)
                  
                  -
                  
                  -Loss
      and comprehensive loss for the year,U.S.
      GAAP
                  
                  13,360,000
                  
                  2,045,000
                  
                  932,000Weighted
      average number ofshares
      outstanding
                  
                  52,514,514
                  
                  44,709,023
                  
                  32,390,739Loss
      per share, basic and diluted under U.S. GAAP
                  
                  (0.25)
                  
                  (0.05)
                  
                  (0.03)
 
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-26
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
  15.
                  MATERIAL
      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES (GAAP)
(continued)
 
 Statements
      of Cash FlowsYears
      ended July 31
                                            
                                            
                                            2008
                                              $
                                            
                                            2007
                                              $
                                            
                                            2006
                                              $Cash
      used in operating activities
                                              under
      Canadian GAAP
                                            
                                            
                                            483,000
                                            
                                            305,000
                                            
                                            398,000Mineral
      property exploration and
                                              development
      expenditures (a)
                                            
                                            
                                            8,475,000
                                            
                                            1,173,000
                                            
                                            596,000Cash
      used in operating activities,
                                              under
      U.S. GAAP
                                            
                                            
                                            8,958,000
                                            
                                            1,477,000
                                            
                                            994,000Cash
      generated by financing activities,
                                              under
      Canadian and U.S. GAAP
                                            
                                            
                                            15,199,000
                                            
                                            2,125,000
                                            
                                            2,056,000Cash
      used in investing activities,
                                              under
      Canadian GAAP
                                            
                                            
                                            9,480,000
                                            
                                            1,303,000
                                            
                                            554,000Mineral
      property exploration and
                                              development
      expenditures (a)
                                            
                                            
                                            (8,475,000
                                            )
                                            (1,173,000
                                            )
                                            (596,000
                                            )Cash
      used in (from) investing activities,
                                              under
      U.S. GAAP
                                            
                                            
                                            1,005,000
                                            
                                            130,000
                                            
                                            (42,000
                                            )Increase
      (decrease) in cash under U.S. GAAP
                                            
                                            
                                            5,236,000
                                            
                                            517,000
                                            
                                            1,104,000Cash
      and cash equivalents, beginning of  year
                                            
                                            
                                            2,107,000
                                            
                                            1,590,000
                                            
                                            486,000Cash
      and cash equivalents, end of year, under Canadian and U.S.
      GAAP
                                            
                                            
                                            7,343,000
                                            
                                            2,107,000
                                            
                                            1,590,000
   The
accompanying notes are an integral part of the consolidated financial
statements.
 F-27
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 15.
              MATERIAL
      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES (GAAP)
(continued)
 
 (c)      
Uncertainty in income taxes
  Effective
August 1, 2007, the Company has adopted FASB Standard No.48, “Accounting for Uncertainty in Income
Taxes – an Standard of FASB Statement No. 109” (“FIN
48”).  This Standard clarifies the accounting for uncertainty in
income taxes recognized in an enterprise’s financial statements in accordance
with FASB No. 109, “Accounting
for Income Taxes”.  This Standard prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return.  This Standard also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition.  The Company has determined that the
adoption of FIN 48 does not have an impact on its results of operations for
financial position.
 
 (d)      
Impact of recent United States accounting pronouncements
  (i)
                Fair
      value measurements
  In
September 2006, FASB issued SFAS No. 157 which defines fair value, establishes a
framework for measuring fair value under U.S. GAAP and expands disclosures about
fair values.  This standard does not require any new fair value
measurements.  The standard is applicable for fiscal years beginning
after November 15, 2007. In February 2008, FASB issued SFAS No. 157-2 which
delays the effect date of FAS No. 157 for certain non-financial assets and
non-financial liabilities to years beginning after November 15,
2008.  We do not expect the adoption of this Standard to have a
significant effect on the Company’s results of operations or financial
position.
 
 In
February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities”.  This Statement permits entities to
choose to measure various financial assets and financial liabilities at fair
value.  Unrealized gains and losses on items for which the fair value
option has been elected are reported in earnings.  The standard is
applicable for fiscal years beginning after November 15, 2007. We do not expect
the adoption of this Standard to have a significant effect on the Company’s
results of operations or financial position.
 
 (ii)
                Non-controlling
      interests
 
 In December 2007, the FASB issued
      SFAS 160 a standard on accounting for non-controlling interests and
      transactions with non-controlling interest holders in consolidated
      financial statements. The standard is converged with standards issued by
      the AcSB and IASB on this subject.  This statement specifies
      that non-controlling interests are to be treated as a separate component
      of equity, not as a liability or other item outside of equity. Because
      non-controlling interests are an element of equity, increases and
      decreases in the parent's ownership interest that leave control intact are
      accounted for as capital transactions rather than as a step acquisition or
      dilution gains or losses. The carrying amount of the non-controlling
      interests is adjusted to reflect the change in ownership interests, and
      any difference between the amount by which the non-controlling interests
      are adjusted and the fair value of the consideration paid or received is
      recognized directly in equity attributable to the controlling
      interest.  We do not expect the adoption of this Standard to
      have a significant effect on the Company’s results of operations or
      financial position.
   The
accompanying notes are an integral part of the consolidated financial
statements.
 F-28
 Canplats
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 For the
Years Ended July 31, 2008, 2007 and 2006
 (expressed
in Canadian dollars, unless otherwise
stated)
 15.
              MATERIAL
      DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
      ACCOUNTING PRINCIPLES (GAAP)
(continued)
  (iii)
                  Business
      combinations
 In
      December 2007, the FASB issued a revised standard on accounting for
      business combinations, SFAS 141R.  The major changes to
      accounting for business combinations are summarized as
      follows:
 ·
              all
      business acquisitions would be measured at fair
  value
 ·
              the
      existing definition of a business would be
  expanded
 ·
              pre-acquisition
      contingencies would be measured at fair
value
 ·
              most
      acquisition-related costs would be recognized as expense as incurred (they
      would no longer be part of the purchase
  consideration)
 ·
              obligations
      for contingent consideration would be measured and recognized at fair
      value at acquisition date (would no longer need to wait until contingency
      is settled)
 ·
              liabilities
      associated with restructuring or exit activities be recognized only if
      they meet the recognition criteria of SFAS 146, Accounting for Costs
      Associated with Exit or Disposal Activities, as of the acquisition
      date
 ·
              non-controlling
      interests would be measured at fair value at the date of acquisition (i.e.
      100% of the assets and liabilities would be measured at fair value even
      when an acquisition is less than
100%)
 ·
              goodwill,
      if any, arising on a business combination reflects the excess of the fair
      value of the acquiree, as a whole, over the net amount of the recognized
      identifiable assets acquired and liabilities assumed.  Goodwill
      is allocated to the acquirer and the non-controlling
    interest
 ·
              in
      accounting for business combinations achieved in stages, commonly called
      step acquisitions, the acquirer is to re-measure its pre-existing
      non-controlling equity investment in the acquiree at fair value as of the
      acquisition date and recognize any unrealized gain or loss in
      income
 
 The
      statement is effective for periods beginning on or after December 15,
      2008.    We do not expect the adoption of this
      Standard to have a significant effect on the Company’s results of
      operations or financial position.
 
 
  The
accompanying notes are an integral part of the consolidated financial
statements.
 F-29
  END OF
FINANCIAL STATEMENTS  
 Table of
Contents


SIGNATURES






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 annual report on its behalf.








Canplats Resources Corporation
              (Company)Date:  January 27, 2009
            By:  /s/ R.E. Gordon
      Davis
              R.E. Gordon Davis, Chairman and CEO












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of Contents







EXHIBIT 12.1


CERTIFICATION


AS
ADOPTED PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






I, R.E.
Gordon Davis, certify that:




1.
            I
      have reviewed this annual report on Form 20-F of CanplatsResources Corporation;




2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;




3.
            Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the company
      as of, and for, the periods presented in this
  report;




4.
            The
      company’s other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act Rules 13a-14(a) and 15(d)-14(a)) for the company and
    have:




(a)
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the company, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;




(b)
            Evaluated
      the effectiveness of the company’s disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this report based on such evaluation;
and




(c)
            Disclosed
      in this report any change in the company’s internal control over financial
      reporting that occurred during the period covered by the annual report
      that has materially affected, or is reasonably likely to materially
      affect, the company’s internal control over financial reporting;
      and




5.
            The
      company’s other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      the company’s auditors and the audit committee of the company’s board of
      directors (or persons performing the equivalent
  functions):




(a)
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the company’s ability to record,
      process, summarize and report financial information;
  and




(b)
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the company’s internal control
      over financial reporting.








Date:  January
27, 2009








/s/ R.E. Gordon
Davis


R.E.
Gordon Davis


Chairman
and CEO


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of Contents





EXHIBIT
12.2


CERTIFICATION


AS
ADOPTED PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002




I, Peter
de Visser, certify that:




1.
            I
      have reviewed this annual report on Form 20-F of Canplats Resources
      Corporation;




2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;




3.
            Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the
      financial condition, results of operations and cash flows of the company
      as of, and for, the periods presented in this
  report;




4.
            The
      company’s other certifying officer and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act Rules 13a-14(a) and 15(d)-14(a)) for the company and
    have:




(a)
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the company, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;




(b)
            Evaluated
      the effectiveness of the company’s disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this report based on such evaluation;
and




(c)
            Disclosed
      in this report any change in the company’s internal control over financial
      reporting that occurred during the period covered by the annual report
      that has materially affected, or is reasonably likely to materially
      affect, the company’s internal control over financial reporting;
      and




5.
            The
      company’s other certifying officer(s) and I have disclosed, based on our
      most recent evaluation of internal control over financial reporting, to
      the company’s auditors and the audit committee of the company’s board of
      directors (or persons performing the equivalent
  functions):




(a)
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the company’s ability to record,
      process, summarize and report financial information;
  and




(b)
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the company’s internal control
      over financial reporting.








Date:  January
27, 2009








/s/ Peter de
Visser


Peter de
Visser


Chief
Financial Officer


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of Contents





EXHIBIT
13.1


CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002






In
connection with the Annual Report on Form 20-F of Canplats Resources Corporation
for the year ended July 31, 2008, as filed with the Securities and Exchange
Commission on the date hereof (the “Annual Report”), I hereby certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:




1.
            The
      Annual Report fully complies with the requirements of Section 13(a) or
      15(d) of the Securities Exchange Act of 1934, as amended;
    and




2.
            The
      information contained in the Annual Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the registrant.






Date:  January
27, 2009






/s/ R.E. Gordon
Davis


R.E.
Gordon Davis


Chairman
and CEO


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Table
of Contents







EXHIBIT
13.2


CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002






In
connection with the Annual Report on Form 20-F of Canplats Resources Corporation
for the year ended July 31, 2008, as filed with the Securities and Exchange
Commission on the date hereof (the “Annual Report”), I hereby certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:




1.
            The
      Annual Report fully complies with the requirements of Section 13(a) or
      15(d) of the Securities Exchange Act of 1934, as amended;
    and




2.
            The
      information contained in the Annual Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the registrant.






Date:  January
27, 2009






/s/ Peter de
Visser


Peter de
Visser


Chief
Financial Officer


-
59-