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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-QSB

[X] Quarterly report pursuant section 13 or 15(d) of the
Securities Exchange Act of 1934 For the quarterly period ended October
31, 2007

[ ] Transition report pursuant section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period from
________________to ________________

Commission file number 000-52879

CONTACT MINERALS
CORP.(Exact name of small business issuer as specified in its
charter)

|Nevada                   | 39-2060052                          
|------------------------ | ------------------------------------
|(State of Incorporation) | (I.R.S. Employer Identification No.)

Suite 206 - 475 Howe Street Vancouver, British Columbia,
Canada V6C 2B3Tel: (604) 629-1007(Address and telephone number
of Registrant's principal executive offices and principal place of business)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act during the past 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.
  (1) Yes [X] No [  ] 
  (2) Yes [ ] No [X]

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]

Total revenues for quarter ended October 31, 2007 were $0.

As of December 15, 2007 the Company had 7,140,000 outstanding
shares of Common Stock.

Transitional Small Business Disclosure Format (Check one): Yes
  [  ] No [X]

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|Contact Minerals Corp.        
|------------------------------
|(An Exploration Stage Company)
|(unaudited)                   
|                              
|October 31, 2007              

|                                  | Index
|--------------------------------- | -----
|Balance Sheets                    | F1  
|Statement of Operations           | F2  
|Statement of Cash Flows           | F3  
|Notes to the Financial Statements | F4  

---

|Contact Minerals Corp.        
|------------------------------
|(An Exploration Stage Company)
|Balance Sheets                
|(Expressed in U.S. dollars)   
|(unaudited)                   

|                                                       |  | October 31, |   |  | July 31, |  
|------------------------------------------------------ |  | ----------- | - |  | -------- | -
|                                                       |  | 2007        |   |  | 2007     |  
|                                                       |  | $           |   |  | $        |  
|                                                       |  |             |   |  |          |  
|ASSETS                                                 |  |             |   |  |          |  
|Current Assets                                         |  |             |   |  |          |  
|Cash                                                   |  | 53,016      |   |  | 76,217   |  
|Total Assets                                           |  | 53,016      |   |  | 76,217   |  
|                                                       |  |             |   |  |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |             |   |  |          |  
|Current Liabilities                                    |  |             |   |  |          |  
|Accounts payable                                       |  | 104         |   |  | 93       |  
|Accrued liabilities
      (Note 4)                     |  | 628         |   |  | 9,913    |  
|Due to related party (Note 5(b))                       |  | 23,937      |   |  | 18,756   |  
|Total Liabilities                                      |  | 24,669      |   |  | 28,762   |  
|Contingencies and Commitments (Notes 1 and 3)          |  |             |   |  |          |  
|Stockholders Equity                                   |  |             |   |  |          |  
|Preferred Stock                                        |  |             |   |  |          |  
|Authorized: 15,000,000
      shares, par value $0.001  |  |             |   |  |          |  
|None issued and outstanding                            |  |            |   |  |         |  
|Common Stock                                           |  |             |   |  |          |  
|Authorized: 150,000,000 shares,
      par value $0.001 |  |             |   |  |          |  
|Issued and outstanding:
      7,140,000 shares         |  | 7,140       |   |  | 7,140    |  
|Additional Paid-in Capital                             |  | 57,860      |   |  | 57,860   |  
|Stock Subscriptions
      Receivable (Note 6)          |  |            |   |  | (4,750   | )
|Donated Capital (Note 5(a))                            |  | 10,381      |   |  | 5,881    |  
|Deficit Accumulated During the
      Exploration Stage |  | (47,034     | ) |  | (18,676  | )
|Total Stockholders
      Equity                       |  | 28,347      |   |  | 47,455   |  
|Total Liabilities and Stockholders Equity             |  | 53,016      |   |  | 76,217   |  

(The accompanying notes are an integral part of these financial
  statements)
  F-1

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|Contact Minerals Corp.        
|------------------------------
|(An Exploration Stage Company)
|Statement of Operations       
|(Expressed in U.S. dollars)   
|(unaudited)                   

|                                           |  | Accumulated from    |   |  | For the      |   |  | For the period from |  
|------------------------------------------ |  | ------------------- | - |  | ------------ | - |  | ------------------- | -
|                                           |  | April 25, 2007      |   |  | Three Months |   |  | April 25, 2007      |  
|                                           |  | (Date of Inception) |   |  | Ended        |   |  | (Date of Inception) |  
|                                           |  | To October 31,      |   |  | October 31   |   |  | To July 31,         |  
|                                           |  | 2007                |   |  | 2007         |   |  | 2007                |  
|                                           |  | $                   |   |  | $            |   |  | $                   |  
|                                           |  |                     |   |  |              |   |  |                     |  
|Revenue                                    |  |                    |   |  |             |   |  |                    |  
|                                           |  |                     |   |  |              |   |  |                     |  
|                                           |  |                     |   |  |              |   |  |                     |  
|Expenses                                   |  |                     |   |  |              |   |  |                     |  
|                                           |  |                     |   |  |              |   |  |                     |  
|General and administrative                 |  | 932                 |   |  | 175          |   |  | 757                 |  
|Foreign exchange (gain)/loss               |  | (71                 | ) |  | (78          | ) |  | 7                   |  
|Management fees (Note 5(a))                |  | 6,000               |   |  | 3,000        |   |  | 3,000               |  
|Impairment of mineral property
      costs |  | 2,500               |   |  |             |   |  | 2,500               |  
|Mineral property costs                     |  | 653                 |   |  |             |   |  | 653                 |  
|Professional services                      |  | 34,020              |   |  | 23,761       |   |  | 10,259              |  
|Rent
      (Note 5(a))                     |  | 3,000               |   |  | 1,500        |   |  | 1,500               |  
|                                           |  |                     |   |  |              |   |  |                     |  
|Total Expenses                             |  | 47,034              |   |  | 28,358       |   |  | 18,676              |  
|                                           |  |                     |   |  |              |   |  |                     |  
|Net Loss                                   |  | (47,034             | ) |  | (28,358      | ) |  | (18,676             | )
|                                           |  |                     |   |  |              |   |  |                     |  
|                                           |  |                     |   |  |              |   |  |                     |  
|Net Loss Per Share  Basic and Diluted     |  |                     |   |  |             |   |  | (0.01               | )
|                                           |  |                     |   |  |              |   |  |                     |  
|Weighted Average Shares Outstanding        |  |                     |   |  | 7,140,000    |   |  | 1,888,000           |  

(The accompanying notes are an integral part of these financial
  statements)
  F-2

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|Contact Minerals Corp.        
|------------------------------
|(An Exploration Stage Company)
|Statement of Cash Flows       
|(Expressed in U.S. dollars)   
|(unaudited)                   

|                                                           |  | For the      |   |  | For the period from |  
|---------------------------------------------------------- |  | ------------ | - |  | ------------------- | -
|                                                           |  | Three Months |   |  | April 25, 2007      |  
|                                                           |  | Ended        |   |  | (Date of Inception) |  
|                                                           |  | October 31,  |   |  | to July 31,         |  
|                                                           |  | 2007         |   |  | 2007                |  
|                                                           |  | $            |   |  | $                   |  
|Operating Activities                                       |  |              |   |  |                     |  
|Net loss for the period                                    |  | (28,358      | ) |  | (18,676             | )
|Adjustment to reconcile net loss
      to net cash used in |  |              |   |  |                     |  
|operating activities:                                      |  |              |   |  |                     |  
|Donated expenses                                           |  | 4,500        |   |  | 5,881               |  
|Impairment of mineral property costs                       |  |             |   |  | 2,500               |  
|Changes in operating assets and
      liabilities:         |  |              |   |  |                     |  
|Accounts payable and accrued liabilities                   |  | (9,274       | ) |  | 10,006              |  
|Due to related parties                                     |  | 5,181        |   |  | 18,756              |  
|Net Cash Provided
      by (Used in) Operating Activities  |  | (27,951      | ) |  | 18,467              |  
|Investing Activities                                       |  |              |   |  |                     |  
|Acquisition
      of mineral property claims               |  |             |   |  | (2,500              | )
|Net Cash Used in Investing Activities                      |  |             |   |  | (2,500              | )
|Financing Activities                                       |  |              |   |  |                     |  
|Proceeds from stock subscriptions                          |  | 4,750        |   |  | 60,250              |  
|Net Cash Provided
      by Financing Activities            |  | 4,750        |   |  | 60,250              |  
|Increase (Decrease) in Cash                                |  | (23,201      | ) |  | 76,217              |  
|Cash  Beginning
      of Period                           |  | 76,217       |   |  |                    |  
|Cash  End of Period                                       |  | 53,016       |   |  | 76,217              |  
|                                                           |  |              |   |  |                     |  
|Supplemental Disclosures:                                  |  |              |   |  |                     |  
|Interest paid                                              |  |             |   |  |                    |  
|Income taxes paid                                          |  |             |   |  |                    |  

(The accompanying notes are an integral part of these financial
  statements)
  F-3

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|Contact Minerals Corp.           
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|1. | Exploration Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Contact Minerals Corp. (the Company)
        was incorporated in the State of Nevada on April 25, 2007. The Company
        is an Exploration Stage Company, as defined by Statement of Financial
        Accounting Standard (SFAS) No.7 Accounting and Reporting
        by Development Stage Enterprises. The Companys principal
        business is the acquisition and exploration of mineral resources. The
        Company has not presently determined whether its properties contain mineral
        reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared
        on a going concern basis, which implies the Company will continue to realize
        its assets and discharge its liabilities in the normal course of business.
        The Company has never generated revenue and has never paid any dividends
        and is unlikely to pay dividends or generate earnings in the immediate
        or foreseeable future. The continuation of the Company as a going concern
        is dependent upon the continued financial support from its shareholders,
        the ability of the Company to obtain necessary equity financing to continue
        operations and to determine the existence, discovery and successful exploitation
        of economically recoverable reserves in its resource properties, confirmation
        of the Companys interests in the underlying properties, and the
        attainment of profitable operations. As at October 31, 2007 the Company
        has accumulated losses of $47,034 since inception. These financial statements
        do not include any adjustments to the recoverability and classification
        of recorded asset amounts and classification of liabilities that might
        be necessary should the Company be unable to continue as a going concern.
        These factors raise substantial doubt regarding the Companys ability
        to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On October 1, 2007, the Company filed an SB-2
        Registration Statement with the United States Securities and Exchange
        Commission, which was declared effective on October 22, 2007, to register
        3,640,000 shares of common stock for resale by existing shareholders of
        the Company at $0.20 per share until the shares are quoted on the OTC
        Bulletin Board (OTCBB), and thereafter at prevailing market
        prices. The Company did not receive any proceeds from the resale of shares
        of common stock by the selling stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-4

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|Contact Minerals Corp.           
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | e)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | f)                                                            
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|   | g)                                                            
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|   | h)                                                            
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|   |                                                               
|   | i)                                                            
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|   |                                                               

F-5

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|Contact Minerals Corp.           
|---------------------------------
|(An Exploration Stage Company)   
|Notes to the Financial Statements
|(Expressed in U.S. dollars)      
|(unaudited)                      

|2. | Summary of Significant Accounting Policies
        (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | Mineral Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On June 30, 2007, the Company entered into
        a property option agreement with a relative of the President of the Company
        whereby the Company has the option to acquire a 100% interest in and to
        six mineral claims located in the Revelstoke Mining District in the Province
        of British Columbia by payment of $2,500 (paid) upon signing the contract,
        $2,500 within 10 days of the Company being listed for trading on the OTCBB
        Exchange, $10,000 on the first anniversary of this agreement and $10,000
        on the second anniversary of this agreement. The Company must also pay
        1% Net Smelter Returns Royalty (NSR) upon commencement of commercial production
        to a maximum of $1,000,000. During the period ended July 31, 2007, the
        Company incurred a total of $653 for mineral property costs, and impaired
        the $2,500 acquisition costs of the mineral properties as future benefits
        cannot be determined.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | Accrued Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | At October 31, 2007, accrued liabilities of
        $628 (July 31, 2007 - $9,913) consist of professional fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-6

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Item 2. Management's Discussion and Analysis or Plan of
Operations

Overview

This quarterly report contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These include statements about our expectations, beliefs, intentions or
strategies for the future, which we indicate by words or phrases such as
"anticipate," "expect," "intend," "plan," "will," "we believe," "our company
believes," "management believes" and similar language. These forward-looking
statements are based on our current expectations and are subject to certain
risks, uncertainties and assumptions, including those set forth in the following
discussion, including under the heading "Risk Factors". Our actual results may
differ materially from results anticipated in these forward-looking statements.
We base our forward-looking statements on information currently available to us,
and we assume no obligation to update them. In addition, our historical
financial performance is not necessarily indicative of the results that may be
expected in the future and we believe that such comparisons cannot be relied
upon as indicators of future performance.

To the extent that statements in the quarterly report is not
strictly historical, including statements as to business strategy, outlook,
objectives, future milestones, plans, intentions, goals, future financial
conditions, future agreements, the success of the Company's exploration
activities, or otherwise as to future events, such statements are
forward-looking. All forward-looking statements, whether written or oral, and
whether made by or on behalf of the company, are expressly qualified by the
cautionary statements and any other cautionary statements which may accompany
the forward-looking statements, and are made pursuant to the safe harbour
provisions of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements contained in this quarterly report are subject to
certain risks and uncertainties that could cause actual results to differ
materially from the statements made. Other important factors that could cause
actual results to differ materially include the following: business conditions,
the price of precious metals, ability to attract and retain personnel; the price
of the Company's stock; and the risk factors set forth from time to time in the
Company's SEC reports, including but not limited to its annual report on Form
10-KSB; its quarterly reports on Forms 10-QSB; and any reports on Form 8-K. In
addition, the Company disclaims any obligation to update or correct any
forward-looking statements in all the Company's annual reports and SEC filings
to reflect events or circumstances after the date hereof.

BUSINESS

History and Organization

Contact Minerals Corp. was incorporated under the laws of the
state of Nevada on April 25, 2007. We have not commenced business operations and
we are considered an exploration stage company. To date, our activities have
been limited to organizational matters, obtaining a geology report on the Triune
claims and the preparation and filing of the registration statement of which
this prospectus is a part. In connection with the organization of our Company,
the founding shareholder of our Company contributed an aggregate of US$4,000
cash in exchange for a total of 4,000,000 shares of common stock.

Property Option Agreement

The Triune claims consist of six mineral claims covering
approximately 79.69 hectares (202 acres). The following table sets forth the
details of the claim.

|Lot # | Name of Claim     | Area in Ha            | Expiry Date 
|----- | ----------------- | --------------------- | ------------
|      |                   |                       |             
|5681  | Triune            | 20.56 Ha (52.2 acres) | July 1, 2008
|5682  | Enterprise        | 20.0 Ha (50.8 acres)  | July 1, 2008
|5683  | Silver Chief      | 14.67 Ha (37.3 acres) | July 1, 2008
|5684  | Kamloops Fraction | 2.25 Ha (5.7 acres)   | July 1, 2008
|5685  | Revenge           | 8.19 Ha (20.8 acres)  | July 1, 2008

2

---

|Lot # | Name of Claim | Area in Ha            | Expiry Date 
|----- | ------------- | --------------------- | ------------
|4952  | Kamloops      | 13.82 Ha (35.1 acres) | July 1, 2008

Under the Property Option Agreement, Mr. William McCullagh has
a 1% Net Smelter Return ("NSR") royalty interest in the Triune claims, if and
when Contact exercises its option to acquire a 100% interest in the Triune
Property by making the required cash payments. The NSR is payable to William
McCullagh to a maximum of US$1,000,000. The NSR means the gross value of ore,
ore concentrates or bullion shipped from the Triune Property as shown on the
smelter settlement sheets and any output or production tax levied with respect
to production from the Triune Property.

The US$25,000 cash payments will be paid as follows:

| | (a) | US$2,500 upon signing of the Agreement (paid);                                              
| | --- | --------------------------------------------------------------------------------------------
| | (b) | US$2,500 within 10 days of Contact being quoted for
      trading on the OTC Bulletin Board;
| | (c) | US$10,000 on the first anniversary date of the Agreement;
      and                         
| | (d) | US$10,000 on the second anniversary date of the
      Agreement.                            

Geology Report

Mr. W.G. Timmins, P.Eng. was hired by Contact to provide an
initial Geology Report dated August 1, 2007 on the Triune claims. Mr. Timmins is
a professional engineer and consulting geologist with 42 years of experience in
mineral exploration, and has been involved in the evaluation, exploration and
development of mineral properties throughout the United States, Canada, Latin
and South America, Australia and New Zealand. Mr. Timmins does not have any
interest in the Triune Property or the Company. The report is based on published
and private reports, maps and data provided by the Company and in the public
domain, and past visits to the area. Mr. Timmins report details the geological
and exploration history of the Triune Property, including the land status,
climate, geology and mineralization. Based upon previous exploration activity in
the area and his personal knowledge of the property, Mr. Timmins recommends the
Company conduct a specific exploration program on the Triune Property. The
purpose of this report was to evaluate the area of the claim group, and the
prior exploration work conducted on the claims, and to recommend an exploration
program.

Recommended Exploration Program

Mr. Timmins recommends an initial two-phase exploration
program, Phase I consists of road reconstruction, trenching and blasting, and
mapping and sampling the property and is estimated to cost approximately
$29,900. If the results of Phase I are favourable, a Phase II program will be
conducted on the Triune Property and it will consist of diamond drilling at an
estimated cost of $141,450.

Geological Exploration Program

Our mineral claims presently do not have any mineral reserves.
The Triune Property has underground tunnels that were constructed during
previous periods of mining activity. There is no mining plant or equipment
located on the property.

We have not yet commenced physical exploration of the Triune
claims. Our exploration program is exploratory in nature and there is no
assurance that mineral reserves will be found.

The exploration program proposed by the Company's independent
consultant is designed to determine whether mineralization exists to the extent
that further exploration is recommended to outline any such mineralized zones.
It is uncertain at this time the precise quantity of minerals in the property
that would justify actual mining operations. If we decide to abandon our mineral
claim at any stage of our exploration program, we intend to acquire other
properties and conduct similar exploration programs. The other properties may be
located in the same mining district or we may in the future explore properties
located in other jurisdictions, which may include other provinces in Canada, or
in the United States. Currently, the Company does not have any other properties
or any intentions of acquiring any other properties.

3

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William McCullagh will maintain the claims in good standing by
paying approximately $99.61 per year to the Mineral Titles Branch of the
Province of British Columbia, due July 1 every year. The next payment is due
July 1, 2008. As of the date hereof, all required payments have been made to
maintain the six mineral claims in good standing.

We plan to conduct a Phase I exploration program on the Triune
Property in July of 2008 and if recommended, a Phase II exploration program in
July of 2009. Due to extreme weather conditions, exploration activities can only
be conducted between mid-July and October of each year.

Phase I costing $29,900 will consist of the following:

Road
      Reconstruction
    $5,000Trenching and
      Blasting
    $5,000Mapping and
      Sampling
    $3,000Mobilization and
      Demobilization
    $3,000Transportation,
      Trucks, etc.
    $2,000Camp,
      Accommodation and Board Costs
    $4,000Assay Costs
    $2,000Engineering,
      Supervision, reports, etc.
    $2,000Contingency @ 15%
    $3,900TOTAL COST -
      PHASE I
    $29,900


Phase II costing $141,450 will consist of the following:

Diamond Drilling including:
      mobilization/demobilization, camp costs, etc. are estimated: 2,500
      feet NQ core @ $40/ft
    $100,000Transport and
      Travel, Truck, etc.
    $5,000Assaying, Analyses
    $5,000Core Logging
      On-site Supervision
    $8,000Engineering
      Reports
    $5,000Contingency @ 15%
    $18,450TOTAL COST -
      PHASE II
    $141,450


The extent of a Phase III program cannot be anticipated at this
time.

We have not hired any personnel to perform the geological work
on the Triune Property. Any geologist that we hire in the future will be
responsible for selecting the appropriate personnel and incurring all
worker-related costs, which we will reimburse for such services.

Canadian Mining Law

The laws of British Columbia govern work on the claim. Title to
mineral claims are issued and administered by the Kamloops Land Title Office and
any work on the property must comply with all provisions under the Mineral
Tenure Act (British Columbia). A mineral claim acquires the right to the
minerals, which were available at the time of location and as defined in the
Mineral Tenure Act (British Columbia). There are no surface rights included, but
the titleholder has the right to use the surface of the claim for mining
proposes only. All work carried out on a claim that disturbs the surface by
mechanical means requires a Notice of Work and must receive written approval
from the District Inspector of Mines prior to commencement.

4

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Glossary of Geological Terms

Anticline means an arch like formational bend.

Basal means the bottom of a formation in or near contact with
another formation.

Metamorphic rocks means rocks, which have undergone a change
in texture or composition as a result of heat and/or pressure.

Paleozoic means the era of geological time marked by the
appearance of plants and animals.

Phyllite means metamorphic rock formed from mudstones or
shales.

Sedimentary rocks means secondary rocks formed from material
derived from other rocks and laid down under water.

Volcanic rocks means rocks formed from volcanic magma that
has flowed from a volcano.

The sections below describing the property are excerpts from
a geological report dated August 1, 2007 prepared by Mr. Timmins, our consulting
geologist. Mr. Timmins has not visited the site and no visual inspection has
been performed. Mr. Timmins recommendations are based solely on his
interpretation of prior geological surveys.

Location, Access, Topography and Climate

The claims are situated about 15 miles southeast of the Village
of Trout Lake which is located some 48 miles southeast of the Town of
Revelstoke, British Columbia, and can be accessed by paved road and ferry.
Revelstoke is located on the Trans Canada Highway some 300 miles east of
Vancouver, British Columbia. Access to the property is provided by four-wheel
drive road, which will require rehabilitation by bulldozer. The claims lie in
extremely rugged terrain and the old workings were excavated in a cirque (basin)
at the head of Triune Creek. The claims range in elevation from about 7,250 feet
above sea level to 7,650 feel above sea level and locally the topography is
extremely steep. Annual snowfall may be as much as 30 feet and the area of the
workings is usually snow-free from mid July to October. Heavy timber consisting
of fir, cedar and hemlock grow below 4,500 feet. Above 4,500 feet, there is
sparse stunted timber. The old mine area is above timber. There are no
facilities at the site.

History of the Property

The Ferguson Brothers staked the claims in 1900 after the
discovery of lead-silver mineralization was exposed by a retreating glacier. An
adit (horizontal tunnel) was driven 50 feet into the mountain in 1901 from which
96 tons of hand-picked ore was shipped to the smelter. The values are reported
as 0.90 ounce/ton gold, 400 ounce/ton silver and 50% lead. A second adit was
then excavated 140 feet below the #1 adit (discovery adit), from 1902 to 1905.
The property was then acquired by the Metropolitan Mining and Development Co.,
which operated from 1902 to 1905 completing 920 feet of tunneling and raises (a
raise is an excavated opening between different levels of underground tunnels).
It is reported by the B.C. Department of Mines in 1916 that shipments of ore
from the Triune totaled 534 tons. The property was then idle until 1916 due to
litigation. The Minnesota Gold and Silver Mining and Manufacturing Co. operated
the property form 1916 to 1918, however particulars are unknown. Although
details are scant, it is known that an aerial tramway was constructed, some ore
mined and shipped. There was again activity by H.F. Upton and D.A. Lougheed in
1940 and, apparently, ore was stockpiled for shipment from the #2 and #3 adits,
however the ore was not shipped due to legalities. The road to the property was
made accessible for four-wheel drive vehicles in 1952. Legalities, litigation
and title and ownership problems have plagued the Triune property for many
years, however these problems were cleared up by Mr. Isaac Miller in 1950. In
1956, Richrock Mines Ltd. acquired the property. Richrock retained Dolmage
Campbell and Associates Ltd. of Vancouver who carried out a program of
geological mapping in 1969. Some rehabilitation of the #2 and #3 adits was also
completed. It appears that other than minimal prospecting, the property was
again idle until 1979 at which time Richrock prepared a partial assay plan. A.F.
Roberts, P. Eng. Prepared reports with work recommendations in 1978 and 1979.
Imperial Consolidated Capital acquired

5

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the property in 2003 however the agreement was terminated in
2006. As far as is known, no further work has been carried out.

Regional and Local Geology

The Triune Property is underlain by the Index and Triune
Formations of the Lardeau Group of rocks. The Lardeau Mineral District lies near
the northern end of the Kootenay Arc, a curving belt of complexity deformed
sedimentary, volcanic, and metamorphic rocks. From near Revelstoke, this belt
extends southeasterly to Kootenay Lake and then southerly into the United
States. Within the Kootenay Arc, a prominent geologic unit is the Lardeau Group
of sedimentary and volcanic rocks of Paleozoic age. Near Trout Lake, the Lardeau
Group crops out over a width of 15 miles. Near the Triune Mine, the Lardeau
Group has been subdivided into five formations all exposed in the Silver Cup
anticline. The anticline is overturned to the West so that all the beds dip to
the northeast, at 50 degrees to 70 degrees. Of particular interest are the Index
and Triune Formations at the base of the Lardeau Group. The Triune Mine
ore-shoots, and also those of the deposits lying less than a mile to the
northeast in the Silver Cup Mine area, occur in a basal member of the Triune
Formation near the contact with the Index Formation. The Index Formation is the
oldest map unit in the Triune Mine area. It occupies the core of the main
anticline and because the beds are overturned, it overlies the younger Triune
Formation. The Silver Cup, Triune, Bullwheel and Enterprise comprise the four
quartz vein structures exposed on the property. There are no ore reserves at the
Triune property.

Conclusions and Recommendations

The Triune property occurs in a favourable geologic
environment, contains a previously semi-exploited vein structure (the Triune
vein), and hosts other vein structures. The principal quartz veins occur in a
sheared black slate and phyllite and are associated with fold structures within
a major overturned anticline in Triune Formation rocks. The principal veins,
such as the Triune vein, Silver Cup vein extension, and Bullwheel vein, merit
further exploration. An initial two-phased exploration program is therefore
recommended. The program would consist of road access reconstruction, trenching
to expose, map and sample the northwest extension of the Triune vein structure,
examination of the workings and, if favourable, proceeding to a second phase of
diamond drilling to further test extensions of the Triune and Silver Cup veins
in the basin area at depth and to locate the Triune structure from the #4
adit.

Geological and Technical Staff

We have not contracted with any geologist to assist with the
exploration programs. At the right time, we will hire from the available pool of
contract geologists depending on the time of the year and availability of
experience. Presently, there are no other agreements or understandings to hire
such geologists or engineers.

Competitive Factors

The mineral industry is fragmented. We compete with other
exploration companies looking for a variety of mineral resources. We are a very
small exploration company compared to many of our competitors. Although we will
be competing with other exploration companies, there is no competition for the
exploration of minerals on our mineral claim. We intend to explore and find
sufficient mineralization to a point in which major mining companies or mining
financial groups would seriously consider pursuing the mineral claim as a
valuable and significant acquisition.

Location Challenges

We do not expect any major challenges in accessing the property
during the initial exploration stages. However, due to the seasonal winter
conditions of the area, we can only access the property between mid-July and
October of each year.

Regulations

Our mineral exploration program will comply with the British
Columbia Mineral Tenure Act. This act sets forth rules for:

6

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| | * | locating claims         
| | - | ------------------------
| | * | posting claims          
| | * | working claims          
| | * | reporting work performed

We also have to comply with the British Columbia Mineral
Exploration Code which tells us how and where we can explore for minerals. We
must comply with these laws to operate our business. Compliance with these rules
and regulations will not adversely affect our operations.

In order to explore for minerals on our mineral claim we must
submit the plan contained in this prospectus for review. We believe that the
plan as contained in this prospectus will be accepted and an exploration permit
will be issued to our agent or us. The exploration permit is the only permit or
license we will need to explore for precious and base minerals on the mineral
claim.

We will be required to obtain additional work permits from the
British Columbia Ministry of Energy and Mines for any exploration work that
results in a physical disturbance to the land. Accordingly, we may be required
to obtain a work permit if we proceed beyond the exploration work contemplated
by our proposed Phase I and Phase II exploration programs. There is a charge of
approximately $1,455 (CDN$1,500) in order to obtain a work permit under the
Mining Act. The time required to obtain a work period is approximately four
weeks. We will incur the expense of our consultants to prepare the required
submissions to the Ministry of Energy and Mines. We will be required by the
Mining Act to undertake remediation work on any work that results in physical
disturbance to the land. The cost of remediation work will vary according to the
degree of physical disturbance. No remediation work is anticipated as a result
of completion of Phase I and Phase II of the exploration program.

We have budgeted for regulatory compliance costs in the
proposed exploration program recommended by the summary report. As mentioned
above, we will have to sustain the cost of reclamation and environmental
remediation for all exploration and other work undertaken. The amount of
reclamation and environmental remediation costs are not known at this time as we
do not know the extent of the exploration program that will be undertaken beyond
completion of the recommended exploration program. Because there is presently no
information on the size, tenor, or quality of any mineral resource at this time,
it is impossible to assess the impact of any capital expenditures on earnings or
our competitive position in the event a potential mineral deposit is
discovered.

If we enter into substantial exploration, the cost of complying
with permit and regulatory environment laws will be greater than in Phase I and
Phase II because the impact on the project area is greater. Permits and
regulations will control all aspects of any program if the project continues to
that stage because of the potential impact on the environment. We may be
required to conduct an environmental review process under the British Columbia
Environmental Assessment Act if we determine to proceed with a substantial
project. An environmental review is not required under the Environmental
Assessment Act to proceed with the recommended Phase I or Phase II exploration
programs on our Triune claims.

Environmental Factors

We will also have to sustain the cost of reclamation and
environmental remediation for all work undertaken which causes sufficient
surface disturbance to necessitate reclamation work. Both reclamation and
environmental remediation refer to putting disturbed ground back as close to its
original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to a natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused, i.e. refilling trenches after sampling or cleaning up fuel
spills. Our Phase I and II programs do not require any reclamation or
remediation other than minor clean up and removal of supplies because of minimal
disturbance to the ground. The amount of these costs is not known at this time
as we do not know the extent of the exploration program we will undertake,
beyond completion of the recommended two phases described above. Because there
is presently no information on the size, tenor, or quality of any resource or
reserve at this time, it is impossible to assess the impact of any capital
expenditures on our earnings or competitive position in the event a potentially
economic deposit is discovered.

7

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Employees

Initially, we intend to use the services of contractors and
consultants for exploration work on our properties. At present, we have no paid
employees. We believe in keeping a low number of full-time employees will
conserve cash and allow greater flexibility in the future.

PLAN OF OPERATIONS

Our business plan is to proceed with the exploration of the Triune
  claims to determine whether there are commercially exploitable reserves of base
  and precious metals. We have decided to embark upon the initial phase of the
  exploration program recommended by Mr. Timmins, P.Eng. Phase I and Phase II
  of the recommended program will cost approximately $171,350. On October 31,
  2007 we had cash on hand of $53,016 and working capital of $28,347. Accordingly,
  we are not able to proceed with Phase II even if recommended by our geologist.
  We will need additional funding of at least $200,000 to commence a Phase II
  program.

We expect that the Phase I field work of our initial
exploration program will commence in July of 2008 and Phase II if recommended,
in July 2009. Once we receive the results of our initial exploration program,
our board of directors, in consultation with our consulting geologist, will
assess whether to proceed to any further exploration phases. In making this
determination to proceed, we will make an assessment as to whether the results
of the initial exploration phase are sufficiently positive to enable us to
proceed. This determination will include an assessment of our cash reserves
after completion of the initial phase, the price of minerals and the market for
financing of mineral exploration projects at the time of our assessment. Should
the results of our initial exploration program prove not to be sufficiently
positive to proceed with further exploration on the Triune claims, we intend to
seek out and acquire other North American mineral exploration properties, which,
in the opinion of our consulting geologist, offer attractive mineral exploration
opportunities.

Should a follow-up exploration program be undertaken, it would
likely commence in July of 2009 after reviewing the results of Phase I. The cost
and scope of Phase II of the exploration program is estimated at $141,450. We
presently have sufficient funds to carry out Phase I of our exploration program
and we are not reserving any of our cash for Phase II.

During this exploration stage, Mr. Kerry McCullagh, our
president, will only be devoting approximately 10 hours per week of his time to
our business. We do not foresee this limited involvement as negatively impacting
our company over the next 12 months as an outside consultant is performing all
exploratory work. If, however, the demands of our business require more time of
Mr. Kerry McCullagh, such as raising additional capital or addressing unforeseen
issues with regard to our exploration efforts, he is prepared to adjust his
timetable to devote more time to our business, up to 20 hours. Mr. Kerry
McCullagh is also the principal of Polar Capital Corp., and he may not be able
to devote the necessary time to the affairs of our business because of competing
demands from Polar Capital Corp.

In the event that we require additional funding, we anticipate
that such funding will be in the form of equity financing from the sale of our
common stock. We will not be using this prospectus in any subsequent
unregistered offering and we will comply with applicable integration rules as
set forth in Rule 502(a) of Regulation D. However, we cannot provide investors
with any assurance that we will be able to raise sufficient funding from the
sale of our common stock to fund additional phases of the exploration program
should we decide to proceed. We believe that debt financing will not be an
alternative for funding any further phases in our exploration program. The risky
nature of this enterprise and lack of tangible assets places debt financing
beyond the credit-worthiness required by most banks or typical investors of
corporate debt until such time as an economically viable mine can be
demonstrated. We do not have any arrangements in place for any future equity
financing.

We anticipate that we will incur the following expenses over
the next 12 months:

| | (1) | $29,900 in connection with the completion of Phase I of
      our recommended geological work program; and
| | --- | ----------------------------------------------------------------------------------------------------------

8

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| | (2) | $5,000 for operating expenses and $15,000 for payment of
        offering expenses related to this Registration Statement. Kerry McCullagh
        has advanced $23,937 to the Company for expenses incurred on behalf of
        the Company and $23,937 is recorded on the books of the Company as a non-interest
        bearing, unsecured demand loan payable to Kerry McCullagh.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We had cash in the amount of $53,016 as of October 31, 2007.
  We do not have plans to purchase any significant equipment or change the number
  of our employees during the next 12 months. In the next the 12 months, we will
  need to obtain additional financing to pay for our working capital needs. We
  anticipate that we will raise the working capital by a private placement of
  our common shares.

Results of Operations for Period Ending October 31,
2007

We did not earn any revenues from inception on April 25, 2007
to October 31, 2007. We do not anticipate earning revenues until such time as we
have entered into commercial production of our mineral properties. We are
presently in the exploration stage of our business and we can provide no
assurance that we will discover commercially exploitable levels of mineral
resources on our properties, or if such resources are discovered, that we will
enter into commercial production of our mineral properties.

We incurred operating expenses in the amount of $47,034 for the
  period from inception on April 25, 2007 to October 31, 2007. These operating
  expenses included: (a) mineral property and impairment costs of $3,153; (b)
  professional services of $34,020; and, (c) management fees of $6,000. We anticipate
  our mineral property costs will increase significantly as we undertake our exploration
  program.

We incurred a loss in the amount of $47,034 for the period from
  inception on April 25, 2007 to October 31, 2007. Our loss was attributable to
  general, administrative expenses and exploration expenses.

Liquidity and Capital Resources

We had cash of $53,016 as of October 31, 2007. We had working
  capital of $28,347 as of October 31, 2007.

We have not attained profitable operations and are dependent
upon obtaining financing to pursue exploration activities. For these reasons our
auditors stated in their report that they have substantial doubt we will be able
to continue as a going concern.

RISK FACTORS

There is no assurance that our business will be profitable. We
must conduct exploration to determine what amount, type and tenure of minerals,
if any, exist on our property. We do not claim to have any reserves whatsoever
at this time on any of our claims. An investment in our common stock involves a
high degree of risk. You should carefully consider the risks described below and
the other information in this prospectus before investing in our common stock.
If any of the following risks occur, our business, operating results and
financial condition could be seriously harmed.

We are a recently organized business and you cannot evaluate
the investment merits of our Company because we have no operating
history.

Our Company is only recently organized with no operating history,
  which makes it difficult to evaluate the investment merits of our Company. Our
  Company was organized on April 25, 2007 and is a start-up company. We have no
  operating history and we do not have any business prior to our organization.
  As of October 31, 2007, we incurred total expenses of $47,034.

We may not be able to continue as a going concern if we do
not obtain additional financing.

Because of our lack of sufficient funds and short operating
history incurring only expenses, and no revenues, our independent accountants'
audit report states that there is substantial doubt about our ability to
continue as a going concern. Our independent auditor in its audit report has
stated that we incurred only losses since our

9

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inception raising substantial doubt about our ability to
continue as a going concern. Therefore, our ability to continue as a going
concern is highly dependent upon obtaining additional financing for our planned
operations. As of the date hereof, all our cash has been raised from the
issuance of securities.

If we do not obtain additional financing, our business will
fail because we cannot fund our planned exploration program.

In order for us to perform any further exploration under a Phase
  II exploration program, we will need to obtain additional financing. As of October
  31, 2007, we had cash in the amount of $53,016. We currently do not have any
  operations and we have no income. Our business plan calls for incurring additional
  expenses in connection with road reconstruction, trenching and blasting, and
  mapping and sampling for a Phase I program. We have sufficient funds to carry
  out Phase I of our exploration program. We do not have the funds to conduct
  a Phase II exploration program, if one is called for. We are not reserving any
  of our cash for additional exploration programs. If our exploration programs
  are successful in discovering ore of commercial tonnage and grade, we will require
  additional funds in order to place the Triune claims into commercial production.
  We currently do not have any arrangements for financing and we may not be able
  to obtain financing when required. Obtaining additional financing would be subject
  to a number of factors, including the market price for base and precious metals
  and the cost of exploring for these minerals. These factors may make the timing,
  amount, terms or conditions of additional financing unavailable to us.

Because our sole executive officer and director does not
have formal training specific to the mining industry, there is a higher risk our
business will fail.

Mr. Kerry McCullagh, our sole executive officer and director,
does not have any formal training as a geologist, or in the technical aspects of
management of a company specializing in mining and exploration for base and
precious metals. With no direct formal training in these areas, our management
may not be fully aware of the specific technical requirements related to working
within this industry. Although Mr. Kerry McCullagh has some related business
experience with exploration companies, his decisions and choices may not take
into account standard exploration or mining approaches commonly used in the
industry. Consequently, our operations and ultimate financial success could
suffer irreparable harm due to management's lack of experience in this industry.

Because our sole executive officer and director has only
agreed to provide his services on a part-time basis, he may not be able or
willing to devote a sufficient amount of time to our business operations,
causing our business to fail.

Mr. Kerry McCullagh, our sole executive officer and director,
is also a principal of Polar Capital Corp., now a private British Columbia
consulting company providing management and administrative services to mining
exploration companies. Because we are in the early stages of our business, Mr.
Kerry McCullagh devotes approximately 10 hours per week to our affairs. If the
demands of our business require the full business time of Mr. Kerry McCullagh,
he is prepared to adjust his timetable to devote up to 20 hours a week. However,
Mr. Kerry McCullagh may not be able to devote sufficient time to the management
of our business, as and when needed. It is possible that the demands of Mr.
Kerry McCullagh's other business interests will increase with the result that he
would no longer be able to devote sufficient time to the management of our
business. Competing demands on Mr. Kerry McCullagh's time may lead to a
divergence between his interests and the interests of other shareholders.

We are highly dependent on our senior management. The loss
of our sole executive officer could hinder our ability to pursue our stated plan
of operation and obtain debt or equity financing, if and when required.

We believe that our continued success depends to a significant
extent upon the efforts and abilities of our senior management and in particular
Kerry McCullagh, our sole executive officer and director. Mr. Kerry McCullagh
has worked in the mining exploration industry for over 20 years. We believe that
the loss of Mr. Kerry McCullagh's business and management experience could
hinder our ability to pursue our stated plan of operation and obtain debt or
equity financing, if and when required.

10

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Because the owner of the Triune Property is the father of
Kerry McCullagh, our sole director and executive officer and principal
shareholder, there may be conflicts of interest when our Company transacts any
business with William McCullagh.

There may be conflict of interest situations whenever our
Company conducts any business with William McCullagh, the registered owner of
the Triune Property. Mr. William McCullagh is the father of Kerry McCullagh, our
sole director and executive officer and principal shareholder of Contact. There
is no way to prevent or control any business transactions between Contact and
Mr. William McCullagh relating to the Triune Property that could have a negative
or unfavorable consequence for Contact. There is a significant risk that Contact
may not receive fair treatment in any transaction connected to the Triune
Property and as a result the shareholders of Contact will be adversely
affected.

We have no known mineral resources and if we cannot find any
mineral resources we may have to cease operations.

We have no measured mineral bodies. If we do not find a mineral
body or bodies containing valuable minerals or metals or if we cannot conduct
further exploration of any minerals, either because we do not have money to do
it or because it is not economically feasible to do it, we may have to cease
operations and you will loose your investment.

Our sole asset is a Property Option Agreement and if we fail
to make the required payments on a timely basis, we will lose the right to
acquire a 100% interest in and to the Triune Project.

Under the Property Option Agreement we have a right and option
to acquire a 100% interest in and to the Triune claims by paying a total of
$25,000 in cash over a two year period to Mr. William McCullagh. The failure of
our Company to make any cash payments within the contractual time limit will
allow Mr. William McCullagh to terminate the Agreement. If the Agreement is
terminated, we will lose all rights to the Triune Property, including any
payments previously made to Mr. William McCullagh. The Property Option Agreement
is our sole asset and if we lose the contractual rights to acquire the Triune
Property, we will have no assets and you may lose all your investment.

Title to the Triune claims is registered in the name of Mr.
William McCullagh and he may transfer title to third parties without our
knowledge.

The Property Option Agreement only gives us a right to acquire
the Triune claims by fulfilling our obligations under the contract. We cannot
prevent Mr. William McCullagh from transferring the Triune Property to third
parties. A third party has no way of knowing that we have rights to the Triune
Property since ownership is registered in the name of Mr. William McCullagh at
the Kootenay Land District of the Revelstoke Mining Division in the Province of
British Columbia. If the Triune Property is transferred to third parties we may
have to litigate in order to determine our ownership rights. There is no way of
knowing if Mr. William McCullagh will or has transferred the property to third
parties. Our only protection is our contractual rights under the Agreement.

The Triune claims expire annually and Contact is dependent
upon Mr. William McCullagh to maintain the claims during the term of the
Property Option Agreement.

We are dependent upon William McCullagh, as the registered
owner of the Triune claims to maintain the claims in good standing at all times
during the term of the Property Option Agreement, including the payment of any
fees and compliance with any requirements of the Kootenay Land District of the
Revelstoke Mining Division in the Province of British Columbia. We have no
standing to protect and defend the Triune claims until such time as we have
finalized the payments to Mr. William McCullagh and acquired the Triune
Property. In the event that he should fail to protect and defend the claims, our
only protection is our contractual rights under the Property Option Agreement,
which could result in the loss of your total investment. There are no other
obligations or payments required to keep the claims in good standing other than
the annual payments. The annual payments are determined by the size of each
claim and presently based on a fixed rate of approximately $0.48 per acre
(CDN$1.25 per hectare). Last years total annual payments on the Triune claims
were $96.62 (CDN$99.61) . We do not expect this rate to substantially change in
the near future. We are required to obtain additional work permits from the
British Columbia Ministry of Energy and Mines for any exploration work that
results in a

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physical disturbance to the land. We may be required to obtain
a permit for our Phase I and Phase II programs. Each work permit will cost
approximately $1,455 (CDN$1,500).

Since we are subject to compliance with government
regulation, which may change, the anticipated costs of our exploration program
may increase.

There are several governmental regulations that materially
restrict mineral exploration or exploitation. We will be subject to the Mining
Act of British Columbia as we carry out our exploration programs. We may be
required to obtain work permits, post bonds and perform remediation work for any
physical disturbance to the land in order to comply with these regulations.
While our planned exploration program budgets for regulatory compliance, there
is a risk that new regulations could increase our costs of doing business and
prevent us from carrying out our exploration program.

Because we have nominal assets, we are considered a "shell
company" and will be subject to more stringent reporting requirements.

The Securities and Exchange Commission ("SEC") has recently
adopted Rule 405 and Exchange Act Rule 12b-2 which defines a shell company as a
registrant that has no or nominal operations, and either (a) no or nominal
assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets
consisting of any amount of cash and cash equivalents and nominal other assets.
Our balance sheet states that we have cash as our only asset therefore, we are
defined as a shell company. The new rules prohibit shell companies from using a
Form S-8 to register securities pursuant to employee compensation plans.
However, the new rules do not prevent us from registering securities pursuant to
registration statements. Additionally, the new rule regarding Form 8-K requires
shell companies to provide more detailed disclosure upon completion of a
transaction that causes it to cease being a shell company. We must file a
current report on Form 8-K containing the information required pursuant to
Regulation SB and in a registration statement on Form 10-SB, within four
business days following completion of the transaction together with financial
information of the private operating company. In order to assist the SEC in the
identification of shell companies, we are also required to check a box on Form
10-QSB and Form 10-KSB indicating that we are a shell company. To the extent
that we are required to comply with additional disclosure because we are a shell
company, we may be delayed in executing any mergers or acquiring other assets
that would cause us to cease being a shell company.

Because our sole executive officer and director, Mr. Kerry
McCullagh, controls approximately 56% of our outstanding common stock, investors
may find that corporate decisions influenced by Mr. Kerry McCullagh are
inconsistent with the best interests of other stockholders.

Mr. Kerry McCullagh, our sole executive officer and director,
controls approximately 56% of our issued and outstanding shares of common stock.
Accordingly, in accordance with our articles of incorporation and bylaws, Mr.
Kerry McCullagh is able to control who gets elected to our board of directors
and thus could act, or could have the power to act, as our management. The
interests of Mr. Kerry McCullagh may not be, at all times, the same as that of
other shareholders. Since Mr. Kerry McCullagh is not simply a passive investor
but is also one of our active executives, his interests as an executive may, at
times, be adverse to those of passive investors. Where those conflicts exist,
our shareholders will be dependent upon Mr. Kerry McCullagh exercising, in a
manner fair to all of our shareholders, his fiduciary duties as an officer or as
a member of our board of directors. Also, Mr. Kerry McCullagh will have the
ability to significantly influence the outcome of most corporate actions
requiring shareholder approval, including the merger of Contact with or into
another company, the sale of all or substantially all of our assets and
amendments to our articles of incorporation. This concentration of ownership
with Mr. Kerry McCullagh may also have the effect of delaying, deferring or
preventing a change in control of Contact, which may be disadvantageous to
minority shareholders.

If the selling shareholders sell a large number of shares
all at once or in blocks, the market price of our shares would most likely
decline.

The selling shareholders are offering 3,640,000 shares of our
common stock through this prospectus. Our common stock is presently not traded
or quoted on any market or securities exchange, but should a market develop,
shares sold at a price below the current market price at which the common stock
is quoted will cause that market price to decline. Moreover, the offer or sale
of a large number of shares at any price may cause the

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market price to fall. The outstanding shares of common stock
covered by this prospectus represent approximately 51% of the common shares
outstanding as of the date of this prospectus.

Because there is no public trading market for our common
stock, you may not be able to resell your shares.

Our Company plans to have its shares quoted on the NASD's OTC
Bulletin Board. There are no assurances that we will be successful in listing
our shares. There is currently no public trading market for our common stock.
Therefore there is no central place, like a stock exchange or electronic trading
system, to resell your shares. If you do want to resell your shares, you will
have to locate a buyer and negotiate your own sale. Therefore, you may not be
able to resell your shares.

Item 3. Controls and Procedures

|a) | EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
      As of the end of the period covered by this report, we conducted an
      evaluation, under the supervision and with the participation of our chief
      executive officer and chief financial officer of our disclosure controls
      and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the
      Exchange Act). Based upon this evaluation, our chief executive officer and
      chief financial officer concluded that our disclosure controls and
      procedures are effective to ensure that the information required to be
      disclosed by us in the reports that we file or submit under the Exchange
      Act is (i) recorded, processed, summarized and reported within the time
      periods specified in the Securities and Exchange Commission's rules and
      forms, and (ii) is accumulated and communicated to our management,
      including our chief executive officer and chief financial officer, to
      allow timely decisions regarding required disclosure.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|b) | CHANGES IN INTERNAL CONTROLS. There was no change
      in our internal controls or in other factors that could affect these
      controls during our last fiscal quarter that has materially affected, or
      is reasonably likely to materially affect, our internal control over
      financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not aware of any legal proceedings or claims
that we believe will have, individually or in the aggregate, a material adverse
affect on our business, financial condition or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security
Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

|Exhibit No. | Description of Exhibit                                                                                                                                                                                                                                                                                         
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                
|31.1        | Certification
        by Chief Executive Officer/Chief Financial Officer, required by Rule 13a-
        14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002                                                                             
|            |                                                                                                                                                                                                                                                                                                                
|32.1        | Certification
        by Chief Executive Officer/Chief Financial Officer, required by Rule 13a-
        14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter
        63 of Title 18 of the United States Code, promulgated pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                        | CONTACT MINERALS CORP.
|----------------------- | ----------------------
|                        |                       
|                        |                       
|                        |                       
|Date: December 10, 2007 | By:                   
|                        |                       
|                        |                       
|                        |                       
|                        |                       

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