**ANNUAL INFORMATION FORM**

 

**FOR THE YEAR ENDING FEBRUARY 28, 2005**

 

**DATED MAY 27, 2005**

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This Annual Information Form of Virginia Gold Mines Inc. (“**Virginia**”)    provides with information on Virginia    on February 28, 2006.    Following the closing of an arrangement with Goldcorp Inc. (“**Goldcorp**”)    on March 31, 2006, Virginia    became a wholly owned subsidiary of Goldcorp.    Consequently, this Annual Information Form of Virginia has been prepared by    the management of Virginia    Mines Inc. (“**New Virginia**”), the corporation    that continued the operations of Virginia following the    arrangement with Goldcorp, in connection with its reporting obligations.

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Annual Information Form, May 29, 2006    Virginia Mines Inc.

**TABLE OF CONTENTS**

 
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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           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| **GLOSSARY TERMS**.........................................................................................................................................        III**ITEM I – CORPORATE STRUCTURE** ............................................................................................................1        1.1 NAME AND INCORPORATION. .................................................................................................................1        1.2 INTERCORPORATED RELATIONSHIPS.....................................................................................................1**ITEM II – GENERAL DEVELOPMENT OF THE BUSINESS**......................................................................1        2.1 THREE-YEAR HISTORY ..............................................................................................................................1        2.2 SIGNIFICANT ACQUISITIONS...................................................................................................................3**ITEM III – DESCRIPTION OF THE BUSINESS** ...........................................................................................3        3.1 THE ÉLÉONORE PROPERTY.......................................................................................................................3        3.2 THE COULON PROPERTY ..........................................................................................................................6        3.3 THE CORVET EST PROPERTY.....................................................................................................................8**ITEM IV – DIVIDEND .**....................................................................................................................................10**ITEM V – CAPITAL STRUCTURE**.................................................................................................................10**ITEM VI – STOCK MARKET FOR THE TRADING OF SHARES**        ............................................................11**ITEM        VII – ESCROWED SECURITIES**........................................................................................................11**ITEM VIII – RISKS FACTORS**......................................................................................................................11        8.1 INDUSTRY CONDITIONS...........................................................................................................................11        8.2 REGULATORYMATTERS............................................................................................................................12        8.3 PERMITS, LICENCES AND APPROVALS.................................................................................................12        8.4 TITLE TO PROPERTY .................................................................................................................................12        8.5 COMPETITION ...........................................................................................................................................12        8.6 ADDITIONAL FUNDING ...........................................................................................................................13        8.7 DEPENDENCE ON MANAGEMENT ........................................................................................................13        8.8 CONFLICTS OF INTEREST .......................................................................................................................13        8.9 COMMERCIALIZATION ............................................................................................................................13        8.10 UNINSURED HAZARDS............................................................................................................................13        8.11 LAND CLAIMS...........................................................................................................................................14**ITEM IX – DIRECTORS AND OFFICERS**....................................................................................................14        9.1 BIOGRAPHICAL NOTES ............................................................................................................................14        9.2 VOTING SHARES HELD BY DIRECTORS AND OFFICERS ...................................................................15**ITEM X – PROMOTERS**..................................................................................................................................16**ITEM XI – AUDIT COMMITTEE INFORMATION**.....................................................................................16        11.1 THE AUDIT COMMITTEE CHARTER ......................................................................................................16        11.2 COMPOSITION OF THE AUDIT COMMITTEE.......................................................................................16        11.3 RELEVANT EDUCATION EXPERIENCE.................................................................................................16        11.4 EXTERNAL AUDITOR SERVICE FEES....................................................................................................16**ITEM XII – LITIGATION**................................................................................................................................16**ITEM XIII – INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL        TRANSACTIONS**......17**ITEM XIV – REGISTRAR AND        TRANSFER AGENT**................................................................................17**ITEM XV – MATERIAL CONTRACTS**.........................................................................................................17**ITEM XVI – ADDITIONAL INFORMATION**...............................................................................................17**MEMBERS..**........................................................................................................................................................1        ATTENDANCE IN MEETINGS ..........................................................................................................................2 |

**GLOSSARY TERMS**The following is a glossary of terms used in this annual information    form. 

| **Term**                    | **Description**                                                                                                                                                                                                                                                 |
|-----------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| "Ag"                        | Chemical symbol for silver.                                                                                                                                                                                                                                     |
| "alteration"****            | Any change in the mineralogic composition            of a rock that is brought about by physical or chemical means.                                                                                                                                             |
| "amphibolite facies"        | Said of metamorphic rocks formed under            moderate to high pressure and temperatures of 450 to 700 degrees C.                                                                                                                                           |
| "anomaly"                   | Geochemical and geophysical data, which            deviates from regularity.                                                                                                                                                                                    |
| "Archean"                   | Oldest rocks of the Precambrian Era,            older than about 2,400 million years.                                                                                                                                                                           |
| "arsenic"                   | Mineral with the chemical symbol As.            Naative element occurring in grey masses.                                                                                                                                                                       |
| "arsenopyrite"              | Iron-arsenic sulphide, FeAsS.                                                                                                                                                                                                                                   |
| "As"                        | Chemical symbol for the mineral arsenic.                                                                                                                                                                                                                        |
| "assay"                     | Analysis to determine the presence, absence            or quantity of one or more chemical components.                                                                                                                                                          |
| "Au"                        | Chemical symbol for the metallic element            gold.                                                                                                                                                                                                       |
| "auriferous"                | Containing gold.                                                                                                                                                                                                                                                |
| "basalt"                    | Dark coloured, fine-grained usually extrusive            igneous rock (volcanic) composed mainly of feldspar and pyroxene.                                                                                                                                      |
| "base metal"                | Metal, such as copper, lead, nickel,            zinc or cobalt, of comparatively low value and relatively inferior            in certain properties (such as resistance to corrosion) compared to            noble metals such as gold, silver or platinum.     |
| "basement"                  | Igneous and metamorphic crust of the            earth, underlying sedimentary rocks.                                                                                                                                                                            |
| "basic"                     | Igneous rock having relatively low silica            content.                                                                                                                                                                                                   |
| "biotite"                   | Generally dark coloured iron, magnesium            and potassium rich mica.                                                                                                                                                                                     |
| "block"                     | Regional geological unit containing rocks            of similar age.                                                                                                                                                                                            |
| "breccia"                   | Rock fragmented into angular components.                                                                                                                                                                                                                        |
| "channel sampling"          | Gathering a sample by cutting a channel            a few centimetres wide and more than one-half centimetre deep along            a surface.                                                                                                                    |
| "Cobalt"                    | A white metal, alloying element used            in tool, magnet and heat resisting            steels. Together with tungsten and molybdenum, cobalt is used to form            the            super high speed steels.                                          |
| "conductor"                 | Geophysical characteristic by which an            electric current can be generated through an electrical charge or            an electromagnetic field.                                                                                                        |
| "conglomerate"              | Coarse-grained sedimentary rock composed            of fragments greater than 2 millimetres (pebbles, cobbles, boulders).                                                                                                                                       |
| "copper"                    | Metallic element with the chemical symbol            Cu.                                                                                                                                                                                                        |
| "Cu"                        | Chemical symbol for the metallic element            copper.                                                                                                                                                                                                     |
| "diamond (drill) hole"      | A method of obtaining a cylindrical core            of rock by drill with a diamond set or diamond impregnated bit.                                                                                                                                             |
| "dyke"                      | Tabular body of igneous rock crosscutting            the host strata at a high angle.                                                                                                                                                                           |
| "EM"                        | Electromagnetic.                                                                                                                                                                                                                                                |
| "extrusive"                 | Pertaining to igneous rocks ejected at            the surface of the earth.                                                                                                                                                                                     |
| "facies"                    | Characteristics of a rock body or part            of a rock body that differentiate it from others as in appearance,            composition, etc.                                                                                                               |
| "fault"                     | A fracture in a rock along which there            has been relative movement either vertically or horizontally.                                                                                                                                                 |
| "Fe"                        | Chemical symbol for the metallic element            iron.                                                                                                                                                                                                       |
| "feldspar"                  | A group of common aluminosilicate minerals.                                                                                                                                                                                                                     |
| "feldspathic"               | Containing feldspar as a principal ingredient.                                                                                                                                                                                                                  |
| "felsic"                    | Igneous rock composed principally of            feldspars and quartz.                                                                                                                                                                                           |
| "fold"                      | Bend in strata or any planar structure.                                                                                                                                                                                                                         |
| "formation"                 | Body of rock identified by lithological            characteristics and stratigraphic position.                                                                                                                                                                  |
| "g/t"                       | Grams per tonne.                                                                                                                                                                                                                                                |
| "gabbro"                    | Coarse grained mafic intrusive rock composed            mainly of plagioclase and pyroxene.                                                                                                                                                                     |
| "geochemical survey"        | Measure of the abundance of different            elements in rock, soil, water etc.                                                                                                                                                                             |
| "geochemistry"              | Study of variation of chemical elements            in rocks or soil.                                                                                                                                                                                            |
| "geophysics"                | Study of the earth by quantitative physical            methods.                                                                                                                                                                                                 |
| "gneiss"                    | Foliated metamorphic rock characterized            by alternating bands of light and dark minerals.                                                                                                                                                             |
| "gold"                      | Metallic element with the chemical symbol            Au.                                                                                                                                                                                                        |
| "granite"                   | Medium to coarse-grained felsic intrusive            rock.                                                                                                                                                                                                      |
| "greenstone"                | Field term for metamorphosed mafic and            ultramafic igneous rocks.                                                                                                                                                                                     |
| "greenstone belt"           | Elongated belts in Archean terrain characterized            by major zones of greenstones.                                                                                                                                                                      |
| "group"                     | A number of contiguous or associated            formations having significant lithologic features in common.                                                                                                                                                    |
| "hectare"                   | Square of 100 metres by 100 metres.                                                                                                                                                                                                                             |
| "horizon"                   | A defined layer within a stratigraphic            sequence, which has unique characteristics distinguishing it from            the rest of the sequence.                                                                                                        |
| "igneous"                   | Rock or material, which solidified from            molten material.                                                                                                                                                                                             |
| "interbedded"               | Having beds lying between other beds            with different characteristics.                                                                                                                                                                                 |
| "intrusive"                 | Said of an igneous rock that invades            older rocks.                                                                                                                                                                                                    |
| "IP (induced polarization)" | The production of change in double-layer            density of charge brought about by application of an electric or magnetic            field.                                                                                                                 |
| "lava"                      | Fluid rock such as that which issues            from a volcano or fissure in the earth's surface.                                                                                                                                                               |
| "lens"                      | A geologic deposit that is thick in the            middle and converges toward the edges, resembling a convex lens; an            irregularly shaped formation consisting of a porous, permeable sedimentary            deposit surrounded by impermeable rock. |
| "line cutting"              | Technique consisting of making corridors            of equal spacing on the ground to have a precise reference of the            location of a specific area.                                                                                                   |
| "mafic"                     | Descriptive of rocks composed dominantly            of magnesium and iron forming silicates.                                                                                                                                                                    |
| "magmatic"                  | Of magma (liquid or molten rock deep            in the earth, which on cooling solidifies to produce igneous rock).                                                                                                                                             |
| "magnetic survey"           | Geophysical technique which measures            variations in the earth's magnetic field caused by variations in rock            type of geological structures.                                                                                                 |
| "magnetite"                 | Oxide of iron (Fe3O4).                                                                                                                                                                                                                                          |
| "magnetometry"              | Measurement of magnetic forces, especially            of the earth's magnetic field.                                                                                                                                                                            |
| "massive deposit"           | Deposit that contains a very high percentage            of a mineral or minerals and usually has an irregular to compact shape.                                                                                                                                 |
| "MEP"                       | Mineral Exploration Permit.                                                                                                                                                                                                                                     |
| "mineralization"            | The concentration of metals and their            chemical compounds within a body of rock.                                                                                                                                                                      |
| "Mo"                        | Chemical symbol for the element molybdenum.                                                                                                                                                                                                                     |
| "Ni"                        | Chemical symbol for the metallic element            nickel.                                                                                                                                                                                                     |
| "NSR"                       | Net Smelter Royalty – Royalty based            on the actual gold sale price received less the cost of refining at            an off-site refinery.                                                                                                       |
| "ore"                       | Rock containing mineral(s) or metals            that can be economically extracted.                                                                                                                                                                             |
| "ore body"                  | A solid and fairly continuous mass of            ore.                                                                                                                                                                                                           |
| "outcrop"                   | An exposure of bedrock at the surface.                                                                                                                                                                                                                          |
| "Pb"                        | Chemical symbol for the metallic element            lead.                                                                                                                                                                                                       |
| "PGE"                       | Abbreviation for platinum group elements.                                                                                                                                                                                                                       |
| "plutonic/pluton"           | Rocks formed at depth and high pressures.                                                                                                                                                                                                                       |
| "pyrite"                    | Iron sulphide (FeS2).                                                                                                                                                                                                                                           |
| "pyrrhotite"                | A magnetic iron sulphide material.                                                                                                                                                                                                                              |
| "reconnaissance"            | A general examination or survey of a            region with reference to its main features, usually as a preliminary            to a more detailed survey.                                                                                                      |
| "silicified"                | Said of a rock in which the original            rock minerals have been replaced by silica.                                                                                                                                                                     |
| "SOQUEM"                    | A Québec Crown Corporation.                                                                                                                                                                                                                              |
| "stringer"                  | A very small vein either independent            or occurring as a branch of a larger vein; also known as string.                                                                                                                                                |
| "sulphide"                  | A group of minerals in which one or more            metals are found in combination with sulphide.                                                                                                                                                              |
| "till"                      | Unsorted and unstratified drift consisting            of a heterogeneous mixture of clay, sand, gravel, and boulders which            is deposited by and underneath a glacier; also known as boulder clay,            glacial till and icelaid drift.          |
| "tonalite"                  | Quartz diorite; a group of plutonic rocks            having the composition of diorite but with large amounts of quartz            (greater than 20%); also known as quartz-bearing diorite.                                                                    |
| "tonne"                     | Metric unit of weight equivalent to volume            multiplied by specific gravity, equivalent to 1.102 tons.                                                                                                                                                 |
| "traverse"                  | Line of survey or sampling across a thin            section of a geological region.                                                                                                                                                                             |
| "trenching"                 | The act of blasting or digging through            overburden/outcrop to attend fresh outcrop for mapping and sampling.                                                                                                                                          |
| "troctolite"                | A gabbro composed principally of calcic            plagioclase and olivine, with no pyroxene; also known as forellenstein.                                                                                                                                      |
| "tuff"                      | A rock formed of compacted volcanic fragments,            generally less than 4 millimetres in diameter.                                                                                                                                                        |
| "U"                         | Chemical symbol for the metallic element            uranium.                                                                                                                                                                                                    |
| "ultramafic"                | Descriptive of igneous rock containing            virtually no quartz or feldspar and composed mainly of olivine and            pyroxene.                                                                                                                       |
| "volcanic"                  | Descriptive of rocks originating from            volcanic activity.                                                                                                                                                                                             |
| "volcanogenic"              | Formed by processes directly connected            with volcanism.                                                                                                                                                                                               |
| "volcano-sedimentary"       | Type of rock involved simultaneously            in a volcanic and a sedimentary activity.                                                                                                                                                                       |
| "wacke"                     | Sandstone composed of a mixture of angular            and unsorted or poorly sorted fragments of minerals and rocks and            an abundant matrix of clay and fine silt.                                                                                    |
| "Zn"                        | Chemical symbol for the metallic element            zinc.                                                                                                                                                                                                       |

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Page 1

**ITEM I – CORPORATE STRUCTURE**

> **1.1 Name and Incorporation.**    Virginia Gold Mines Inc. (the “**Corporation**” or    “**Virginia**”) is the result of the amalgamation    of Exploration    Diabior Inc. (“Diabior”) and Virginia Gold Mines Inc. (“**Old    Virginia**”) (collectively the “**Predecessor****Companies**”). Articles of Amalgamation as of June 1,    1996, were issued pursuant to the Canada    Business Corporations Act (the "**CBCA**"). Diabior    and Old Virginia were both incorporated under the    CBCA on February 22, 1984, and October 31, 1986, respectively.    As at February 28, 2006, the registered and head office of the Corporation    was located at 116, rue St-    Pierre, bureau 200, Québec, QC G1K 4A7.**1.2 Intercorporated Relationships**    The Corporation owns Virginia Mines Inc., a 100% subsidiary.

**ITEM II – GENERAL DEVELOPMENT OF THE BUSINESS**

>     The Company’s activities consist mainly in acquisition, exploration,    development and eventually    exploitation of mining exploration properties. Exploring mining properties    was Virginia’s principal    business for the past three years. In this regard, the Corporation was called    upon to enter into different    agreements specific to the mining industry such as the purchase or option    to purchase mining exploration    properties and joint venture agreements. The Corporation is not currently    operating any mines.**2.1 Three-year History**    2.1.1 For the fiscal year March 2005 – February 2006    The Éléonore project remained by far the major exploration project    of the Company during the fiscal year    2005-2006 with exploration expenditures totalling $15,188,342. From March    2005 to December 2005    Virginia pursued its economic evaluation of the Roberto system through an    extensive exploration program    that included 53,000 metres of diamond drilling, MAG and IP surveys as well    as geological mapping and    mechanical stripping. This work program allowed the confirmation of the Roberto    system over 1.9    kilometres laterally and to a vertical depth of 900 metres. The system remains    open in its lateral    extensions and at depth.    On December 4, 2005, the Company and Goldcorp Inc. (“**Goldcorp**”)    executed a letter of agreement    regarding the acquisition of the Éléonore gold property in a    friendly transaction, whereby Goldcorp would    acquire pursuant to a plan of arrangement all of the issued and outstanding    shares of Virginia. Under the    arrangement, each Virginia shareholder would receive 0.40 of a Goldcorp common    share and 0.50 of a    share in a new public exploration company, today called “Virginia Mines    Inc. (“**New Virginia**”) for each    issued Virginia share. Virginia would also transfer to Virginia Mines all    assets not related to the Éléonore    property at fair market value for a consideration consisting of the issuance    of shares by Virginia Mines    and the assumption by Virginia Mines of the liabilities not related to the    Éléonore property and a sliding    scale 2% net smelter return royalty on the Éléonore property.    Following the announcement of the    transaction the exploration program resumed gradually in January 2006 on the    property and Virginia    ended up supervising the work on behalf of Goldcorp during the transition    period.    On March 24, 2006, the shareholders of the Corporation approved the arrangement    with Goldcorp, which    closed on March 31, 2006.

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Page 2

 In May 2005, the Company entered into an agreement with Placer    Dome (CLA) Limited Inc. (“**Placer****Dome**”) on the Corvet Est project. Pursuant to an agreement    dated May 6, 2005, Placer Dome was    granted the option to earn a 50% undivided interest in the Corvet Est Property    and the Lac Eade Property    in consideration for:

> 
      (i) Option payments totalling $90,000 on or before the second anniversary      of the agreement      ($25,000 received by Virginia in May 2005); and      (ii) Exploration expenditures totalling $4,000,000 before the 5th anniversary      of the agreement.

    In October 2005, the Company entered into an agreement with GlobeStar Mining    Corporation    (“**GlobeStar**”) on the Poste Lemoyne Property.Pursuant    to an agreement dated October 28, 2005,    Virginia acquired TGW Corporation Inc.’s (“**TGW**”),    a subsidiary of GlobeStar, a 50% undivided interest in    the Poste Lemoyne Property in consideration for the issuance of 160,000 common    shares of Virginia and    a 1% Net Smelter Return, half of which is redeemable in consideration for    a sum of $500,000.    The Poste Lemoyne property is the host to total resources (measured and inferred)    of 94,854 oz at a    grade of 14.5 g/t /Au (National Instrument 43-101). The resource calculation    was done by Christian    D’Amours, geologist.    The Company also announced in May 2005 the execution of an agreement with    Augyva Mining    Resources with regards to the sale by Virginia of an iron-ore property called    Lac Duncan. Pursuant to    this agreement, Augyva acquired a 100% interest in the property in consideration    for the issuance to    Virginia of 1.5 million shares of Augyva. Virginia also retained several royalties.    During the fiscal year period, Falconbridge Limited withdrawn from the agreement    signed in June 2004 by    its predecessor Noranda Inc., which was granted the option to acquire a 50%    participating interest in the    Coulon property. Consequently, Virginia solely owned the Coulon property.

    2.1.2 For the fiscal year June 2004 – February 2005    The Éléonore project became in 2004 the Company’s key    project with the discovery of the Roberto zone.    During the course of the fiscal year 2004-2005, the Company spent on this    project $4,760,762 in    exploration expenditures that included geological mapping, sampling and mechanical    stripping,    geophysical surveys as well as an important diamond-drilling program to test    the extensions of the    Roberto and Roberto Est zones and other exploration targets.    In June 2004, the Company entered into an agreement with Noranda Inc. on its    Coulon project.    According to the agreement, Noranda Inc. has the option to earn a 50% interest    in the property in    consideration for $8 million in exploration work over seven years and payments    totalling $250,000. An    exploration program, carried out in the summer of 2004, yielded very interesting    results. Noranda already    invested nearly $1.3 million in exploration work on this project.    The Company was also very active in 2004-2005 on its Corvet Est property,    with exploration expenditures    totalling $1,246,392, which mainly covered an important exploration program    in the summer of 2004.    Despite very good results, the Company slowed down its activities on this    project to concentrate on its    Éléonore project.

    2.1.3 For the fiscal year June 2003 – May 2004    One of the most important facts during that period was the discovery of significant    polymetallic showings    (Cu-Zn-Pb-Ag) on the Coulon project. The Company spent a total of $1,294,938    in exploration work on    this project during fiscal 2003-2004, mainly for prospecting, mapping, and    sampling and mostly for a    diamond-drill program, which identified several polymetallic sulphide lenses.

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Page 3

> The Corvet Est project, held 100% by the Company, was also    very active. Indeed, the Company spent    $666,432 in exploration work, which allowed the definition of a third auriferous    corridor within the La    Grande belt.    The Company also entered into new agreements during that period, notably with    Billiton Resources    Canada Inc., to explore in a 50-50 partnership the Gayot Extension area, and    through a strategic alliance    (50-50) with Cree Gold Exploration Inc., to explore a vast territory of more    than 14,000 square kilometres    in the Québec Middle-North.    In other respects, Cambior Inc. dropped its option on the La Grande Sud project.    Consequently, the    Company retained its 100% interest in the property as well as its gold resources    of 350,000 ounces.**2.2 Significant Acquisitions**    The Company has not completed any significant acquisition during the fiscal    year ended February 28,    2006 within the meaning of National Instrument 51-102.

**ITEM III – DESCRIPTION OF THE BUSINESS**

>     As at February 28, 2006, the most material properties of the Company were    the following:**3.1 The Éléonore Property**    3.1.1 Property Description and Location    The Éléonore project is located in the Ell Lake area, to the    east of the Opinaca reservoir, approximately    320 km north of the town of Matagami in the James Bay region (UTM Nad 27,    Zone 18: 425 000E;    5 836 000N). This property consists of 1,230 map-designated claims totalling    64,431 hectares. These    claims are held 100% by Virginia Gold Mines Inc. However, the Company announced    in December 2005    the execution of a major agreement with Goldcorp Inc. regarding the acquisition    from Virginia of the    Éléonore gold property in a friendly transaction. See “GENERAL    DEVELOPMENT OF THE BUSINESS –    Three-Year History”.**3.1.2 Accessibility, Climate, Local Resources, Infrastructure and    Physiography**    The property is accessible by the James Bay paved road, at kilometre marker    395 where a 60-km,    gravelled road gives access to the Opinaca reservoir. A last distance of 35    km by boat leads to the    property. The property is also accessible by helicopter or floatplane from    the Nemiscau Airport that is    located 100 km due south. The area is well known for its extensive hydroelectric    complex and associated    infrastructure.    The region includes many lakes and rivers. The landscape is rolling with a    few hills with an altitude    varying between 215 and 300 m above sea level. The area is drained by the    Ell Lake, itself part of the    Opinaca reservoir. Vegetation is typical of taiga including areas covered    by sparse forest and others    devoid of trees. Forest fires burnt all the area a few years ago. In some    areas bedrock outcrops are    absent because of the abundance of quaternary deposits and swamps.**3.1.3 History**    The area covered by the Éléonore property is almost unexplored    since it has been the object only of a    small exploration campaign by Noranda Mines in 1964. A program of shallow    drilling followed the    discovery of a small copper showing (Lac Ell showing). The property was abandoned    because of    deceiving results.

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Page 4

> 
**3.1.4 Geological Setting**      Geological units of the Opinaca reservoir area belong to the La Grande and      Opinaca sub-provinces. The      limit between those two sub-provinces is not well defined but field observations      suggest that the Éléonore      property straddles this important geological contact. The area is characterized      by a vast batholithic      complex essentially composed of synvolcanic (2747-2710 My) and syntectonic      (2710-2697 My)      intrusions, indicative of a voluminous, long-lived magmatic activity covering      a span of 50 My. The area      also includes typical Archean greenstone assemblages of the Eastmain Group,      essentially composed of      volcanic rocks of komatiitic to rhyolitic composition and of various sedimentary      rocks. These rocks are      overlain by paragneisses of the Opinaca sub-province. Metamorphism ranges      from upper green schist to      amphibolite level in the greenstone assemblages while higher-grade facies      up to granulite level      characterize the Opinaca sub-province. Archean-aged ductile deformation      affects all the rocks. The      regional trend is NE-SW with sub-vertical dipping and obvious folding.      The Éléonore property is centred on a discrete tonalite-diorite      intrusion, about 10 km in diameter, at the      northern margin of the vast batholithic complex and in the contact zone      between the La Grande and      Opinaca sub-provinces. The intrusion is bounded by aluminous sediments and      conglomerates to the      north and south and is in contact with basaltic units and conglomerates      to the west. A thin sliver of      sediments separates the intrusion from tonalitic gneisses to the east.      The sediments located at the northern edge of the intrusion consist of an      assemblage of      sandstone/wacke (conglomerate). Sandstone is sometimes fresh looking and      shows layering and cross      bedding. These sediments are invaded by dioritic dykes and they also appear      to be affected by EWtrending      folding and faulting. The sediments change gradually to pegmatite-bearing      paragneisses to the      north suggesting a steep metamorphic gradient.      For more details on the property geology, the reader is referred to the      43-101 technical report entitled**“Technical Report & Recommendations – Summer and      Fall 2005 Exploration Program – Éléonore      Property, Québec”**prepared by Alain Cayer, Mathieu      Savard, Mélanie Tremblay, Jean-François      Ouellette and Paul Archer and filed on February 24, 2006 on SEDAR (www.sedar.com).

**3.1.5 Exploration work and drilling**      In June 2001, Virginia initiated a regional reconnaissance program in the      Opinaca reservoir area, which      led to the discovery of Au-Cu-Ag showings within the Lac Ell diorite. Subsequent      exploration programs      identified new Au-Cu-Ag showings in the diorite intrusion and also outlined      a few Au-As-(Sb) showings in      the sediments to the north, culminating with the discovery of the Roberto      zone at the beginning of the      summer of 2004.      This discovery prompted a major geological mapping and mechanical trenching      program with a large      excavator and by fall 2004, the Roberto system was exposed at surface for      250 m laterally with very      impressive results, including 19.75 g/t Au over 10 m, 17.63 g/t Au over      7 m and 10.81 g/t Au over 9 m.      Several other trenches were also dug outside of the Roberto mineralized      system to verify other targets on      the property, with a few ones returning significant results of up to 6.35      g/t over 6 m in channel sampling      (TR-20).      A diamond-drill program was also initiated at the end of August 2004 and      at the end of February 2005. 69      holes (ELE-04-01 to ELE-05-69) totalling 17,188 m had been drilled to test      the Roberto mineralized      system and 28 holes (ELR-04-01 to ELR-05-28) totalling 5 585 m had tested      various other geological and      geophysical targets on the property. This drilling program allowed the tracing      of the Roberto system over      a minimal strike length of 450 m and to a minimal depth of 350 m. Drilling      produced very encouraging      results on a continuous basis, some of the better intercepts including 18.85      g/t Au over 16 m (ELE-04-02),      14.30 g/t Au over 20 m (ELE-04-09), 12.69 g/t Au over 19 m (ELE-04-30) and      22.27 g/t Au over 11.05 m      (ELE-05-54), 11.07 g/t Au over 9.2 m (ELE-04-16), and 19.62 g/t Au over      11.0 m (ELE-05-46). Holes that      tested other targets in the periphery of the Roberto system also yielded      some interesting results including

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> 
34.66 g/t Au over 6.6 m in the Veine zone (ELE-04-34), 9.50 g/t Au over      4 m in hole ELR-04-08 as well as      several large intersections anomalous in gold in the TR-20 area.      Highly encouraged by these results, the Company pursued from March 2005      to December 2005 the      economic evaluation of the Roberto system with a major exploration program,      including more than 53,000      metres of diamond drilling (holes ELE-05-070 to 175 and ELR-05-29 to 76),      MAG and IP surveys as well      as geological mapping and mechanical stripping. A geochemical survey (B      Horizon) covering a vast      portion of the property was also carried out in September 2005. The Roberto      system continued      producing excellent drill results with many large, high-grade intersections      including 22.56 g/t Au over 15      m (ELE-05-151B), 11.23 g/t Au over 10,8 m (ELE-05-150), 20.66 g/t Au over      12.05 m (ELE-05-113),      22.27 g/t Au over 11,05 m (ELE-05-54), 19.24 g/t Au over 13 m (ELE-05-69),      19.64 g/t Au over 11 m      (ELE-05-46), 12.87 g/t Au over 11 m (ELE-05-44) and 11.8 g/t Au over 24.2      m (ELE-05-117). The      Roberto system was also traced at surface on the north shore of the Opinaca      reservoir, notably in      trenches TR-52 (11.7 g/t Au over 5 m and 22.3 g/t Au over 4 m in channels)      and TR-20 EXT (5.49 g/t Au      over 10 m in channel sampling). The exploration program allowed outlining      the Roberto system over 1.9      kilometres laterally and to a vertical depth of 900 metres. The system remains      open in its lateral      extensions and at depth. Furthermore, drilling carried out in the periphery      of the Roberto system      established the emergence of new auriferous zones with great potential,      notably the Mayapo zone      (7.89 g/t Au / 8 m; 3.04 g/t Au / 20.25 m); the Conglo zone (6.11 g/t Au      / 16 m) and the South zone      (4.11 g/t Au / 5.25 m; 3.10 g/t Au / 4 m).      For complete results of the March to December 2005 exploration program,      the reader is referred to the      technical reports entitled **“Technical Report and recommendations,      May 2005 Drilling Program,      Éléonore Property, Québec”** and **“Technical      Report and Recommendations, Summer and Fall 2005      Exploration Program, Éléonore Property, Québec”**      available on SEDAR (www.sedar.com).

**3.1.6 Mineralization**      The Roberto-style gold mineralization typically consists of finely disseminated      sulphides (5-8%      arsenopyrite and pyrrhotite) associated to pervasive potassic alteration      (microcline and biotite),      tourmalinization and silica flooding developed in arkoses and wackes.      For a detailed description of the mineralization the reader is referred      to the technical report entitled**“Technical Report and recommendations, Summer and Fall 2005      Exploration Program, Éléonore      Property, Québec”**, available on SEDAR (www.sedar.com).

**3.1.7 Sampling and analytical procedure**      In 2004 Virginia set up an Analytical Quality Assurance Program to control      and assure the analytical      quality of assays in its gold exploration. This program includes the systematic      addition of blank samples      and certified standards to each batch samples sent for analysis at commercial      laboratories. Blank      samples are used to check for possible contamination in laboratories while      certified standards determine      the analytical accuracy and precision.      Samples are sent for assaying to Laboratoire Expert Inc. in Rouyn-Noranda.      Samples are assayed by      fire-assay followed by atomic absorption or gravimetry according to industry      standards. For each      significant mineralized intersection at Éléonore, 10% of the      samples (1 to 2 per intersection) are quarter      split and the core is sent to a second certified laboratory. Furthermore,      each pulp from the quarter split is      returned to the first laboratory for a second gold analysis in order to      cross check the analytical      reproducibility.

**3.1.8 Exploration and development**      In December 2005 the Company announced the conclusion of a major agreement      with Goldcorp Inc. with      the view to the acquisition from Virginia of the Éléonore      gold deposit in a friendly transaction. After a halt      to the activities for the Holiday Season, work has progressively resumed      at Éléonore in January 2006.

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> Work was carried out by Virginia on behalf of Goldcorp and    consisted mainly in drilling but no results were    available at the end of February 2006.    Expenditures for exploration work done by the Corporation are as follows:    - For the fiscal year ending February 28, 2005 $4,760,762    - For the fiscal year ending February 28, 2006 $15,188,342
**3.2 The Coulon Property      3.2.1 Description and location of property**

      The Coulon property is located 55 km NNW of the Fontanges Airport operated      by Hydro-Québec, in the      Caniapiscau area, about 700 km to the East-North East of Matagami in the      James Bay region of the      Province of Québec. The Coulon property consists of 1,186 claims      covering a surface area of 58,638      hectares (approximately 586 km2). The camp is centred at UTM coordinates      (NAD 27, zone 19) 356290 E      6057960 N, around 15 km north of Fontanges Airport. As at February 28, 2006,      the property was held      100% by Virginia Gold Mines and free of all liens.      Pursuant to an agreement dated June 15, 2004 (the “**Noranda      Agreement**”) among Virginia and      Noranda Inc. (“**Noranda**”), Noranda was granted      the option to earn an undivided 50% interest in the      Coulon Property in consideration for exploration expenditures totalling      $8,000,000 on or before June 1,      2009 and payments totalling $250,000 on or before June 1, 2008. In 2005,      following the merger of      Falconbridge Limited and Noranda to form a merged company under the name      of Falconbridge Limited      (“**Falconbridge**”), Falconbridge withdrew from      the Noranda Agreement and consequently, Virginia      remained with a 100% interest in the Coulon Property.

**3.2.2 Accessibility, Climate, Local Resources, Infrastructure, and      Physiography**      The property is accessible by gravelled road all the year round. The topography      of the property is      relatively rippled with altitudes varying from 420 to 580 m. Hydrography      is made up of several large lakes      but no major rivers. Vegetation is typically taiga with vast forests and      barren mountaintops. In general,      there’s no snow on the ground and lakes are not frozen between June      and October.

**3.2.3 History**      The area of the Coulon property appears not to have been the object of important      exploration work in the      past, except for a program of exploration for uranium (carried out in 1977      by the SDBJ-SERU tandem).

**3.2.4 Geological Setting**      The Coulon project lies at the junction of four lithotectonic domains: the      La Grande, Ashuanipi, Minto and      Bienville Archean sub-provinces. The region is part of the Goudalie-La Grande      assemblage. The sector      is dominated by intrusions of tonalite and granite, which are hosts to several      kilometric to decakilometric      Archean volcano-sedimentary belts (ex. Venus, Charras, Marylin, Pitaval,      Coulon). Most of these belts      contain basalts and felsic tuffs but ultramafic lavas are also present and      particularly abundant in the      Venus, Marilyn, and Charras belts.      The most frequent lithostratigraphic assemblages seen on the Coulon property      include the Brésolles      Suite, the Gayot Complex, and the Aubert Formation. The Brésolles      Suite consists mainly of foliated      tonalitic gneisses representing the basement. The Gayot Complex is dominated      by metabasalts with      lesser quantities of metasediments, pyroclastites, and iron formations.      The Aubert Formation extends in      a NS direction to the Fontanges Airport, up to the Vaujours fault, tens      of kilometres further north. It      includes polygenic conglomerates, metamorphosed felsic volcanics and hornblende-biotite      paragneiss.

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> For more details on the geological setting, the reader is    referred to the 43-101 technical report entitled**“Technical Report and Recommendations, Reconnaissance Program,    Coulon Project, Québec,    MINES D’OR VIRGINIA INC. November 2005**” prepared by Michel    Chapdelaine, B.Sc., jr. Eng. (Virginia    Gold Mines Inc.) Charles Perry, B.Sc., P. Eng. and Paul Archer, M.Sc., P.    Eng. (Virginia Gold Mines Inc.),    filed on February 9, 2006 by Virginia on SEDAR (www.sedar.com).**3.2.5 Exploration and drilling**    The Coulon property exploration is a result of a regional reconnaissance survey    carried out by Virginia in    the summer of 2003 that had outlined many new interesting polymetallic showings    within the Coulon and    Pitaval Archean volcanic belts. Subsequent work including airborne and ground    Mag-EM surveys as well    as a drilling campaign in the summer of 2004 had led to the discovery of very    significant volcanogenic    sulphide lenses within the DOM and DOM NORD areas.    The exploration campaign carried out in the summer of 2004 consisted of eight    (8) holes (CN-04-18 to 25)    as well as many surface work programs. Work conducted in the DOM NORD area    exposed two sulphide    lenses within a volcanic sequence more than 500 m thick. Best drill results    obtained in the summer of    2004 included 12.65% Zn, 1.54 % Pb, 1.36% Cu, 125.31 g/t Ag and 0.3 g/t Au    over 4.7 m (CN-04-23) in    lens 08 and 2.91% Zn, 0.13% Pb, 1.12% Cu, 34.25 g/t Ag and 0.29 g/t Au over    21.8 m (CN-04-25) in lens    09-25.    A similar volcanic sequence was also defined in the DOM area. A massive sulphide    lens (16-17),    discovered in drilling in the winter of 2004 was exposed by stripping at surface    in the course of summer    2004 and returned values of 4.87% Zn, 0.38% Pb, 1.01% Cu and 57.1 g/t Ag over    15.6 m in channel    sampling. Holes CN-04-18 to 21 tested the extension of lens 16-17 to a vertical    depth of 75 m but no    significant mineralization was intercepted. Despite the lack of mineralization    at a depth of 75 m, this    favourable contact is still very promising since Deep EM anomalies were detected    at depth towards the    south.    Work conducted in the summer of 2004 has also permitted the tracing of the    lateral extensions of the    fertile volcanic sequence over a distance of more than 12 km. Some new mineralized    showings with    values anomalous in base metals have already been discovered by prospecting    and many airborne EM    conductors remain unexplained within this favourable sequence.    A new exploration program was carried out in the winter of 2005, including    DEEP-EM and MAX-MIN    surveys to cover the extensions of the fertile volcanic belt, and drilling    consisting of 11 holes (CN-05-26 to    CN-05-36) totalling 3,359.4 metres to test in detail the DOM and DOM NORD    sectors and many other    targets. Five of these holes were drilled in the DOM NORD area. Hole CN-05-26    intersected the north    extension of lens 09-25 and returned values of 2.1% Zn, 0.47% Cu, 0.52% Pb    and 7.4 g/t Ag over 11.6    metres along the hole. Hole CN-05-29 intersected at depth the extension of    lens 08 with a sulphide zone    grading 1.33% Zn, 0.6% Cu, 0.87% Pb and 27.6 g/t Ag over 4.5 metres. The other    three holes drilled in    the DOM NORD area did not crosscut significant values.    Hole CN-05-32 was drilled to test a DEEP-EM anomaly underneath the Jessica    showing, located    southwest of the DOM area along the same stratigraphic horizon. No sulphide    mineralization was    outlined but a large interval of intense alteration and pyrite-pyrrhotite    stringers with values anomalous in    metals (zinc, lead, silver) was intersected over 50 metres. Five other holes    of the winter 2005 program    tested other targets on the property but no significant results were obtained.    For complete drill results from the winter 2005 drill program, the reader    is referred to the 43-101 technical    report entitled **“Technical Report and Recommendations –    Reconnaissance Program – Coulon    Project – November 2005”**, prepared by Michel Chapdelaine,    B.Sc., jr. Eng. (Virginia Gold Mines Inc.)    Charles Perry, B.Sc., P. Eng. and Paul Archer, M.S.c., P. Eng. (Virginia Gold    Mines Inc.), filed on    February 9, 2006 by Virginia on SEDAR (www.sedar.com).

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**3.2.6 Mineralization**      The mineralization found in DOM and DOM NORD sectors was already summarized      in the previous      section. Other less important showings but of similar nature were also outlined      within the favourable      volcanic sequence.      For a more detailed description of the mineralization, the reader is referred      to the 43-101 technical report      entitled**“Technical Report and Recommendations – Reconnaissance      Program – Coulon Project –      January 2004”,** filed by Virginia on SEDAR (www.sedar.com).

**3.2.7 Sampling and analysis**      Samples were collected and processed by personnel contracted by Virginia.      They were immediately      placed in plastic sample bags, tagged and recorded with unique sample numbers.      Sealed samples were      placed in shipping bags, which in turn were sealed. All samples were shipped      to the ALS Chemex      sample preparation facility; however they were initially stored at the camp      in unlocked facilities. Storing in      lock facilities was deemed unnecessary by Virginia due to remote camp locations.      Bags remained sealed      until the ALS Chemex personal open them.      The reader is referred to the 43-101 technical report entitled **“Technical      Report and Recommendations      – Reconnaissance Program – Coulon Project – November 2005”**,      prepared by Michel Chapdelaine,      B.Sc., jr. Eng. (Virginia Gold Mines Inc.) Charles Perry, B.Sc., P. Eng.      and Paul Archer, M.Sc., P. Eng.      (Virginia Gold Mines Inc.), filed on February 9, 2006 by Virginia on SEDAR      (www.sedar.com).

**3.2.8 Exploration and development**      Expenditures for exploration work done by the Corporation are as follows:      - For the fiscal year ending February 28, 2005: $4,194      - For the fiscal year ending February 28, 2006: $35,865

**3.3 The Corvet Est Property      3.3.1 Property Description and Location**      The Corvet Est property is located in the James Bay region, Province of      Québec, Canada, 53 km south of      LG-4 Airport. The property consists of 723 map-designated, adjacent claims      totalling 37,092 hectares.      As at February 28, 2006, these claims were held 100% by Virginia Gold Mines      Inc. free of all liens.      Pursuant to an agreement dated May 6, 2005, Placer Dome was granted the      option to earn a 50%      undivided interest in the Corvet Est Property and the Lac Eade Property      in consideration for:

        (i) Option payments totalling $90,000 on or before the second anniversary        of the agreement        ($25,000 received by Virginia in May 2005); and        (ii) Exploration expenditure totalling $4,000,000 before the 5th anniversary        of the agreement.

      These two properties were merged to form the Corvet Est property.

**3.3.2 Accessibility, Climate, Local Resources, Infrastructure, and      Physiography**      The property is accessible only by floatplane or helicopter. However, we      can approach the property less      than 50 km by the James Bay road, via Matagami or Chibougamau, up to the      junction of the Trans-Taïga      road, at kilometric marker 544. This road is gravelled and open all year      round, and leads to the      Caniapicau reservoir. Two floatplane bases are located along this road:      Cargair (at kilometric marker      285) and Mirage (at kilometric marker 358). The property is located 48 km      south of Cargair and 87 km

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southwest of Mirage. An alternate way to reach the property is to charter      a plane up to LG-4 Airport, at      kilometric marker 300 on the Trans-Taïga road.      The topography of the property is moderate with elevations varying from      350 to 450 m. Outcrops are      numerous and the overburden is thinner by comparison with the surrounding      region where the glacial      cover dominates. The forest is irregular, has low density, and consists      of black spruce and grey pine.      Forest fires affected nearly 50% of the surface area of the property. In      general, there is no snow and      lakes are not frozen between June and October.

**3.3.3 History**      It appears that the area of the property never was the object of significant      exploration work in the past.

**3.3.4 Geological Setting**      Rocks in the region are Archean-aged and part of the Superior Province.      The most part of the property is      invaded by a volcano-sedimentary sequence interpreted as being part of the      Lac Guyer greenstone belt.      It is composed of metabasalts interbedded of felsic volcanics and thin belts      of metasediments. This unit      is fault-contacted with metasediments of the Laguiche Group. Age dating      done in the region gives an age      of 2,749 My for the Guyer Belt and of <2,698 My for the Laguiche Group.      Units are east west oriented      with a steep dip to the north. Rocks are metamorphosed to the amphibolite      facies.      For more details on the geological setting, the reader is referred to the      43-101 technical report prepared      by Charles Perry, B.Sc., P. Eng. entitled **“Technical Report      and Recommendations – Summer-      Autumn 2004 Exploration Program – Corvet Est Property May 2005”,**      and filed on May 31, 2005 by      Virginia on SEDAR (www.sedar.com).

**3.3.5 Exploration and Drilling**      Prospecting and regional reconnaissance program conducted in the summers      of 2002 and 2003 and      subsequent drilling carried out in the winter of 2004 led to the discovery      by Virginia of two significant gold      structures called the Contact and Marco zones. The Marco zone, which was      traced over a lateral      distance of approximately 200 m and to a vertical depth of 130 m, returned      very interesting values      including 5.12 g/t Au over 13.4 m and 10.21 g/t Au over 3.0 m.      Virginia completed in the summer and fall of 2004 a new exploration program      that consisted of basic      prospecting, geological mapping, mechanical trenching, sporadic geochemical      sampling and channel      sampling, line cutting (35.8 km), magnetometry surveys (38.4 km) and IP      (16.5 km) as well as a drill      program of 16 holes (CE-04-22 to 37) totalling 3,186 m. Eight additional      holes (CE-04-22 to 25, 31, 32,      33 and 36) tested the Marco zone between levels -125 and -200. Holes all      have intercepted the gold      structure and several sub-economic intersections were obtained. Best results      were 2.10 g/t Au over 46 m      including 4.5 g/t Au over 10 m (CE-04-23) and 6.81 g/t Au (cut) over 4.8      m (CE-04-22). Three new holes      (CE-04-34, 35 and 37) tested the lateral extensions of the Marco zone and      some interesting intersections      were obtained: 2.6 g/t Au over 5 m; 2.56 g/t Au over 3 m; and 3.53 g/t Au      over 4 m (CE-04-34) and 4.99      g/t Au over 2 m (CE-04-35). Furthermore, five (5) holes (CE-04-26 to 30)      were drilled in the Contact Zone      to test the extensions of the good intersections obtained in the winter      of 2004. Overall, the new holes      intercepted thinner intervals with values varying from 1.01 to 11.81 g/t      Au.      In the fall of 2004, copper and molybdenum mineralization was also outlined      at surface in the north area      of the property and best results obtained in grab samples reached 4.21%      Mo, 1.57% Cu, 55 g/t Ag and      0.20 g/t Au. The best intersection obtained in channel sampling is 1.06%      Mo, 0.24% Cu, 23.5 g/t Ag and      72 ppb Au over 1 m.

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> For complete drill results the reader is referred to the 43-101    technical report prepared by Charles Perry,    B.Sc., P. Eng., entitled **“Technical Report and Recommendations    – Summer Autumn 2004    Exploration Program – Corvet Est Property May 2005”**and    filed on May 31, 2005 by Virginia on    SEDAR (www.sedar.com).**3.3.6 Mineralization**    The mineralization observed on the property is summarized in the previous    section.    For a detailed description of the mineralization the reader is referred to    the 43-101 technical report    prepared by Charles Perry, B.Sc., P. Eng., entitled **“Technical    Report and Recommendations –    Summer Autumn 2004 Exploration Program – Corvet Est Property May 2005”**and    filed on May 31,    2005 by Virginia on SEDAR (www.sedar.com).**3.3.7 Sampling and Analysis**    In 2004 Virginia set up an Analytical Quality Assurance Program to control    and assure the analytical    quality of assays in its gold exploration. This program includes the systematic    addition of blank samples    and certified standards to each batch samples sent for analysis at commercial    laboratories. Blank    samples are used to check for possible contamination in laboratories while    certified standards determine    the analytical accuracy and precision.    Analyzed samples coming from channels or half-cores, with lengths varying    from 0.5 to 1.5 m, are sent    for assaying to Laboratoire Expert Inc. in Rouyn-Noranda. Samples are assayed    by fire-assay followed    by atomic absorption or gravimetry according to industry standards. Repeats    are carried out on    mineralized intersections of interest and on the majority of the samples containing    1 g/t Au or more.**3.3.8 Exploration and Development**    Another exploration program is planned to start during summer 2006 and should    include geological    mapping as well as diamond drilling.    Expenditures for exploration work done by the Corporation are as follows:      - For the fiscal year ending February 28, 2005 $1,246,392      - For the fiscal year ending February 28, 2006 $751

**ITEM IV – DIVIDEND**

>     Since its incorporation Virginia has not paid any cash dividends on its outstanding    common shares. Any    future dividend payment will depend on the Corporation’s financial needs    to found its exploration    programs and its future financial growth and any other factor that the board    deem necessary to consider    in the circumstances. It is highly unlikely that any dividends will be paid    in the near future.

**ITEM V – CAPITAL STRUCTURE**

>     The Company’s authorized capital stock is made up of an unlimited number    of common shares without    par value, of which, as of February 28, 2006, 48 156 570 are issued or in    circulation. Each common share    confers upon the bearer the right to one vote at all shareholders’ meetings,    to receive all dividends    associated with this class of shares as declared by the Company, and upon    the dissolution of the    Company, the bearer is entitled to receive, along with other shareholders,    a share of the Company’s    assets, proportional to his/her holdings.

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**ITEM VI – STOCK MARKET FOR THE TRADING OF SHARES**

> 
      The shares of the Corporation were listed on the Toronto Stock Exchange      (symbol VIA) since January 6,      2000, following the reorganization of the Canadian stock markets. Previously      the Corporation was trading      on the Montreal Exchange. The shares of the Corporation were delisted from      the Toronto Stock      Exchange on April 05, 2006.

**Trading Price and Volume**      The table below represents the variations in the stock price during the      nine-month period ended February      28, 2006.
**2005**          March          April          May           June           July           August           September           October           November           December **2006**          January           February 
**Low ($)**            3.92            4.66            4.50             5.25            6.19             7.42            6.45            6.11             6.51            8.15            12.14             12.12

**High (4)**            5.80             5.40             5.30             6.77             7.78             8.10             7.85            7.69             7.70             11.65             13.70             13.75

**Volume (#)**            8,783,841            4,168,175            2,730,646            5,326,586            3,864,275            3,582,614            4,633,502            2,886,861            2,587,431            24,870,956            5,402,493            2,347,521
**Total**  **71,184,901**

**ITEM VII – ESCROWED SECURITIES**

> 
 Non applicable

**ITEM VIII – RISKS FACTORS**

> 
**8.1 Industry Conditions**      The exploration for and development of mineral deposits involve significant      risks and while the discovery      of an ore body may result in substantial rewards, few properties that are      explored are ultimately      developed into producing mines. All of the Corporation’s properties      are in the exploration stage and the      Corporation is presently not exploiting any of its properties and its future      success will depend on its      capacity to generate revenues from an exploited property.      The discovery of mineral deposits depends on a number of factors, including      the professional qualification of      its personnel in charge of exploration. Whether a mineral deposit will be      commercially viable depends on a      number of factors, some of which are the particular attributes of the deposit,      such as size, grade and      proximity to infrastructure, as well as metal prices which are highly cyclical      and government regulations,      including regulations relating to prices, taxes, royalties, land tenure,      land use, importing and exporting of      minerals and environmental protection. In the event that the Corporation      wishes to commercially exploit one      of its properties, the exact effect of these factors cannot be accurately      predicted, but the combination of      these factors may result in the Corporation not receiving an adequate return      on invested capital. The      Corporation’s operations will be subject to all the hazards and risks      normally encountered in the exploration      and development of mineral deposits. Mining operations generally involve      a high degree of risk, including      unusual and unexpected geology formations.

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There can be no guarantee that sufficient quantities of minerals will be      discovered or that one of the      Corporation’s properties will reach the commercial production stage.      Few properties that are explored are      ultimately developed into producing mines. If the Corporation discovers      profitable mineralization, the      Corporation does not have sufficient financial means to bring a producing      mine into operation. Considering      that the Corporation has no properties with proven reserves and considering      the aforementioned risk      factors, it is unlikely that the Corporation develop a profitable commercial      operation in the near future.

**8.2 Regulatory Matters**      The Corporation’s mining activities are subject to governmental regulation.      These activities can be affected      at various levels by governmental regulation governing prospecting and development,      price control, taxes,      labour standards and occupational health, expropriation, mine safety, toxic      substances, environmental      protection and other matters. An excessive supply of certain minerals may      arise from time to time due to the      absence of a market for said minerals and to restrictions on exports.      Exploration and commercialization are subject to various federal, provincial      and local laws and regulations      relating to the protection of the environment. These laws impose high standards      on the mining industry to      monitor the discharge of wastewater and report the results of such monitoring      to regulatory authorities, to      reduce or eliminate certain effects on or into land, water or air, to progressively      rehabilitate mine properties,      to manage hazardous wastes and materials and to reduce the risk of worker      accidents. A violation of these      laws may result in the imposition of substantial fines and other penalties.

**8.3 Permits, Licences and Approvals**      The operations of the Corporation require licences and permits from various      governmental authorities.      The Corporation believes it holds or is in the process of obtaining all      necessary licences and permits to      carry on the activities, which it is currently conducting under applicable      laws and regulations. Such      licences and permits are subject to changes in regulations and in various      operating circumstances. There      can be no guarantee that the Corporation will be able to obtain all necessary      licences and permits that      may be required to maintain its mining activities, construct mines or milling      facilities and commence      operations of any of its exploration properties. In addition, if the Corporation      proceeds to production on      any exploration property, it must obtain and comply with permits and licences      which may contain specific      conditions concerning operating procedures, water use, the discharge of      various materials into or on land,      air or water, waste disposal, spills, environmental studies, abandonment      and restoration plans and      financial assurances. There can be no assurance that the Corporation will      be able to obtain such permits      and licences or that it will be able to comply with any such conditions.

**8.4 Title to Property**      Although the Corporation has taken reasonable measures to ensure proper      title to its properties, there is      no guarantee that title to any of its properties will not be challenged      or impugned. Third parties may have      valid claims underlying portions of the Corporation’s interests in      its properties.

**8.5 Competition**      The Corporation’s activities are directed towards the exploration,      evaluation and development of mineral      deposits. There is no certainty that the expenditures to be made by the      Corporation will result in      discoveries of commercial quantities of mineral deposits. There is aggressive      competition within the      mining industry for the discovery and acquisition of properties considered      to have commercial potential.      The Corporation will compete with other interests, many of which have greater      financial resources than it      will have, for the opportunity to participate in promising projects. Significant      capital investment is required      to achieve commercial production from successful exploration efforts.

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> 
**8.6 Additional Funding**      Additional funds will be required for future exploration and development.      The source of future funds      available to the Corporation is through the sale of additional equity capital      or borrowing of funds. There is      no assurance that such funding will be available to the Corporation. Furthermore,      even if such financing is      successfully completed, there can be no assurance that it will be obtained      on terms favourable to the      Corporation or will provide the Corporation with sufficient funds to meet      its objectives, which may      adversely affect the Corporation’s business and financial position.      Programs planed by the Corporation may necessitate additional funding, which      could cause a dilution of      the value of the investment of the shareholders of the Corporation. The      recuperation value of mining      properties indicated in the balance sheet depends on the discovery of mineralization      that can be profitably      exploited and on the Corporation’s capacity to obtain additional funds      in order to realize these programs.      The Corporation’s exploration activities can therefore be interrupted      at any moment if the Corporation is      incapable of obtaining the necessary funds in order to continue any additional      activities that are      necessary and that are not described in the exploration programs outlined      in the Corporation’s geological      reports for its properties described in ITEM III – Narrative description      of the business.

**8.7 Dependence on Management**      The Corporation is dependent on certain members of management, particularly      its President and its Vicepresident.      The loss of their services could adversely affect the Corporation. Investors      must rely on the      Corporation’s directors and those who are unwilling to do so should      refrain from investing in the      Corporation.      Management of the Corporation rests with a few key employees, the loss of      any of whom could have a      detrimental effect on the Corporation’s operations.

**8.8 Conflicts of Interest**      Certain directors and officers of the Corporation also serve as directors      and officers of other companies      involved in natural resource exploration and development; consequently,      there is a possibility that such      directors and officers will be in a position of conflict of interest. Any      decision made by such directors and      officers involving the Corporation will be made in accordance with their      duties and obligations to deal      fairly and in good faith with the Corporation and such other companies.      In addition, such directors and      officers will declare, and refrain from voting on, any matter in which such      directors and officers may have      a material conflict of interest.

**8.9 Commercialization**      The commercialization of minerals depends on a number of factors that are      independent from the      Corporation’s desire to proceed with said commercialization. These      factors include market fluctuations and      governmental regulations concerning prices, taxes, fees, authorized production,      imports and exports. The      exact effect of these factors cannot be accurately evaluated.

**8.10 Uninsured Hazards**      The Corporation could be held responsible for certain risks including environmental      pollution, cave-ins or      other hazards against which a corporation such as Virginia cannot ensure      or against which it may elect      not to ensure, taking into consideration the importance of the premiums      or other reasons. The payment of      amounts relating to liability of the aforementioned hazards could cause      the loss of the Corporation’s      assets.

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> 
**8.11 Land Claims**      At the present time, none of the properties in which the Corporation has      an interest or an option to      acquire an interest is the subject of an aboriginal land claim. However,      no assurance can be provided that      such will not be the case in the future.

**  ITEM IX – DIRECTORS AND OFFICERS**

> 
      The following table lists the Corporation’s Directors and Officers      as of February 28, 2006. 
**Name and residence****Principal occupation****Director or Officer since**André Gaumond          Lac Beauport (Quebec)President and CEO            of the CompanyJune 1996André Lemire (1) (2)          Westmount (Quebec)President of Lemvest Inc.June 1996Paul Archer          St-Augustin-de-Desmaures (Quebec)            Vice-President, Exploration and            Acquisitions, for the CompanyJune 1996Claude St-Jacques (2)          Sillery (Québec)Chairman of the Board of Directors of            Société d’exploration minière Vior            inc. and President of Gestion St-            Pierre inc., a private company            providing management servicesJune 1996          Mario Jacob (1) (2)          Ste-Foy (Québec)President of Maximus Capital Inc.June 2005Edmond Legault (1) (2)          St-Sauveur (Québec)Mining Consultant November 2004Gaétan Mercier          Beauport (Québec)CFO and Secretary of the CompanyJune 1996
 (1) Member of the Audit Committee      (2) Member of the Remuneration Committee

**9.1 Biographical Notes****André Gaumond** was President and Chief Executive      Officer and Director of the Corporation since June      1, 1996 until March 31, 2006. He was President and Director of the Old Virginia      from 1992 and of Diabior      from 1993. A graduate in Geological Engineering, he received a degree from      Laval University and a      M.Sc. in Economic Geology from the École Polytechnique in Montréal.      From 1981 to 1987, he worked as      a consultant for various mining companies after which, from 1987 to 1989,      he was a mining analyst for      various brokerage firms, and in particular Pemberton Securities Inc., Saumier      Morrison & Associés Ltée,      and Midland Walwyn Capital Inc. In 1989, he joined Groupe Corpomin Inc.      as a technical and financial      advisor. In January 1993, he became a Director of Vior. Mr. Gaumond was      President of the Association      des prospecteurs du Québec for the year ended September 30, 1996.

**André Lemire** was Director of the Corporation since      June 1, 1996 until March 31, 2006. He was Director      of the Old Virginia from 1993 and of Diabior from 1989. Mr. Lemire has a      degree in Economics from the      University of Ottawa. From 1972 to 1990, he held various executive positions      with the brokerage firm of      Lévesque Beaubien Geoffrion Inc., notably Executive Vice-President      and member of the Board of      Directors. From February 1990 to January 1995, he was President and Director      of Operations for      Marleau, Lemire Securities Inc. In January 1995, he became Co-Chairman of      the board of Marleau,      Lemire Securities Inc. and President of Marleau Lemire Inc. Mr. Lemire was      also the Governor of the

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> Montréal Stock Exchange for the period of 1994 to 1996.    He is currently President of Lemvest Inc. a    private holding company.**Paul Archer**was Vice-President, Exploration and Acquisitions    of the Corporation since June 1, 1996 until    March 31, 2006. Mr. Archer is a geological engineer with a master degree in    Earth Sciences and has 25    years experience in the mining industry and more specifically in Archean gold    and base metal exploration.    He has brought his experience to various mining companies such as Shell Minerals,    Noranda, Northgate    Explorations, Westminer Canada, and more recently to SOQUEM, where he was    General Manager for    northern Québec between February 1993 and March 1996. He was President    of the Association des    prospecteurs du Québec from September 1996 to September 1998.**Claude St-Jacques** was a Director of the Corporation since    June 3, 1996 until March 31, 2006. He was    Director of the Old Virginia from 1986 and of Diabior from 1989. He graduated    from Laval University in    1982 and has been involved in the mining industry ever since. Mr. St-Jacques    was General Manager of    the Association des Prospecteurs du Québec from 1982 to 1984. He is    Chairman of the Board of Société    d’exploration minière Vior inc., a company traded on the TSX    Venture.**Mario Jacob**was a Director of Virginia since June 21, 2005    until March 31, 2006. He is president and    director of Maximus Capital Inc., a consulting company in business financing    and corporate    reorganization. He is a lawyer and a member of the Québec Bar since    1995. He is also director and    corporate secretary of Power Tech Corporation Inc. Mr. Jacob was president    and director of Dufort    Capital Inc., a capital pool company, now called Groupe Odésia Inc.    following its qualifying transaction.    Mr. Jacob was director and secretary of Les Investissements Rasa Inc., another    capital pool company    now called Fortsum Inc. and of SLC Capital Inc. now called Conporec Inc. He    was Vice-President and    director of LBJ Partenaires Inc., a private management company from October    2000 to October 2004. He    was also an associate of Flynn, Rivard avocats from January 1996 to October    2000. He was the    Corporate Secretary of Ressources Plexmar Inc. from January 2002 to February    2005 and of Lyrtech Inc.    from August 2000 to June 2001.**Edmond Legault** was a Director of Virginia since November    21, 2004 until March 31, 2006.is a mining    consultant. Form 1966 to 1974, Mr. Legault worked as Mine Superintendent at    St. Lawrence Colombium    in Oka. From 1974 to 1978, he was sales manager, Eastern Canada for U&N    Equipment of Toronto.    From 1978 to 1982, he joined the Québec Metal Mining Association as    Director of Technical Services.    From 1982 to 1986, he acted as Mine Manager at the Selbaie Mine. From 1987    to 1992 he was    appointed as Vice-President and Director of operations for Richmont Mine Inc.    From 1993 to 1998 he    acted as Vice-President Operations of Procoloro Resources Inc., a junior mining    company, while acting    as President of two-subsidiaries of Procoloro Resources Inc., namely: Procoloro    Colombia Inc. in    Colombia and Lamid Inc. in Panama. Since 1999, Mr. Legault has been semi-retired    and works as a    mining consultant. Mr. Legault also sat on the board of some junior mining    companies. Known for his    commitment to mine safety, he received several awards for his achievements.    He also served the    technology by participating in the development of new equipment with specific    use in the mining fields.**Gaétan Mercier**has been Chief Financial Officer and    Secretary since December 2000 until March 31,    2006. He was the Controller of the Company from June 1996 to November 2000.    He was also Controller    of Old Virginia and Diabior Exploration from 1989 until the amalgamation of    these two companies to form    the Company in 1996. He is currently Treasurer of Vior S.E.M. From 1983 to    1989, Mr. Mercier was    Chief Accountant for Maranda Labrecque Ltée. He holds a Bachelor of    Administration from Laval    University in Québec City.**9.2 Voting Shares held by Directors and Officers**    As of February 28, 2006, the Directors and Officers of the Company collectively    held, directly or indirectly,    or exercise control over 2,023,106 common shares of the Company, representing    4.20% of the    Company’s shares issued and outstanding.

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**ITEM X – PROMOTERS**

> 
      Mr. André Gaumond is considered to be the promoter of Corporation      due to his involvement in the      Corporation and his management role. Mr. Gaumond held or exercised control      over 1,553,654 common      shares of the Company (approximately 3.23% of the Company’s shares      issued and outstanding).

**  ITEM XI – AUDIT COMMITTEE INFORMATION**

> 
**11.1 The Audit Committee Charter**      A copy of the Audit Committee Charter is attached to this Annual Information      Form as Schedule      A.

**11.2 Composition of the Audit Committee**      The members of the Audit Committee are André Lemire, Mario Jacob      and Edmond Legault. The      members of the Audit Committee are financially literate and independent.

**11.3 Relevant Education Experience**      Mr. André Lemire, president of the Audit Committee, got his degree      in Economics from the      Ottawa University. Mr. Lemire was also the Governor of the Montréal      Stock Exchange for the      period of 1994 to 1996.      Mr. Mario Jacob is a lawyer by profession; however his practice has always      been related to      business financing. He has undertaken additional training with the specific      objective of      understanding all aspects of corporate finance. To this end, he successfully      completed the      course offered by the Real Estate Board that led to his certification as      a real estate agent. This      training included all aspects related to the reading and understanding of      the financial statements      of a corporation. He also successfully completed the "Understanding      and Analysis of Financial      Statements" course offered by the Bar of Quebec. He has all the necessary      requirements to carry      out his role on the audit committee.      Mr. Edmond Legault, completed courses in Business Management. He does not      have any other      relevant education but his numerous years of experience at the upper management      level with      major mining companies are assets to this committee.

**11.4 External Auditor Service Fees**      The following table sets forth the fees paid to PricewaterhouseCoopers,      chartered accountants,      the Company’s external auditors for services rendered for the fiscal      years 2006 and 2005.
**Services**          Audit fees          Tax fees          All other fees**TOTAL****2006**            $87,034             $130,448            $70,946**$288,428****2005**            $37,605            $2,750            $3,808**$44,163**

**ITEM XII – LITIGATION**

>     The corporation is not involved in any litigation related to any of its assets    or property.

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**ITEM XIII – INTEREST OF MANAGEMENT AND OTHERS    IN MATERIAL TRANSACTIONS**

> 
      The information concerning the Interest of Management and Others in Material      Transactions can be      found in the Company’s Information Circular which was sent to shareholders      in connection with the      annual shareholders meeting of the Company held on June 21, 2005. A copy      of the Information Circular      can be found at www.sedar.com.

**ITEM XIV – REGISTRAR AND TRANSFER AGENT**

> 
      The Corporation has retained the services of CIBC Mellon Trust Company as      its registrar and transfer      agent for common shares. This company maintains, on a year-round basis,      the shareholder register at its      offices located at the following address:**CIBC Mellon Trust Company**      2001 University Street, Suite 1600      Montreal, QC H3A 2A6      Tel.: (514) 285-3600      Fax: (514) 285-3640

**  ITEM XV – MATERIAL CONTRACTS**

> 
      Over the fiscal year ended on February 28, 2006, the Corporation entered      into the following material      contracts, which were exceptional to its normal activities:      Arrangement Agreement dated December 15, 2005 between Goldcorp, Virginia      and New Virginia, as      amended and restated on February 17, 2006.

**ITEM XVI – ADDITIONAL INFORMATION**

> 
      In connection with the filing of this Annual Information Form (“AIF”)      dated May 19, 2006, and upon      request to the Secretary of the Corporation, the Corporation hereby undertakes      to provide to any person      or company:

        (a) When the securities of the Corporation are in the course of a distribution        pursuant to a short        form prospectus or a preliminary short form prospectus has been filed        with respect to a        distribution of its securities,
        i) One (1) copy of the Corporation’s AIF, together with one (1)        copy of any document,        or the pertinent pages of any document, incorporated by reference in the        AIF;        ii) One (1) copy of the comparative financial statements of the Corporation        for its most        recently completed financial year, the audited report on these financial        statements,        and one (1) copy of the most recent interim financial statements of the        Corporation        that have been filed, if any, for any period after the end of its most        recently completed        financial year;        iii) One (1) copy of the Corporation’s Information Circular in respect        of its most recent        annual meeting of shareholders that involve the election of its Directors        or one (1)        copy of any annual filing prepared instead of said Information Circular;        iv) One copy of any other documents that are incorporated by reference        into the        preliminary short form prospectus or the short form prospectus and are        not required        to be provided under (i) to (iii); or

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> 
v) at any other time, one copy of any other documents referred to in          (a)(i), (ii) and (iii)          above, provided the Corporation may require the payment of a reasonable          charge if          the request is made by a person who is not a security holder of the          Corporation.
      (b) Other information, including Directors and Officers’ remuneration      and indebtedness, principal      holders of the Corporation’s securities, options to purchase securities      and the interest of      insiders in material transactions, where applicable, is set forth in the      Corporation’s      Information Circular dated May 10, 2005 for the Annual General Meeting of      Shareholders      held on June 21, 2005 and which involves the election of its Directors (the      “Circular”).      Additional financial information can be found in the Corporation’s      comparative financial      statements for its most recently completed financial year for the year ended      February 28,      2006. The Circular and the financial statements are available to the public      as provided for by      Section 87 of the Securities Act (Quebec). Documents relating to the Corporation      and its      activities may also be found on the SEDAR web site at www.sedar.com.

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**SCHEDULE A    VIRGINIA GOLD MINES INC.    AUDIT COMMITTEE CHARTER**

**1. GOALS AND GENERAL OBJECTIVES**    The audit committee members are established among the board of directors of    Virginia Gold    Mines Inc. (the “**Company**”). The Audit Committee    (the “Committee”) assists the board or    directors (the “Board”) in fulfilling its oversight responsibilities    for:

>     - the integrity of the Company’s financial statements;    - the Company’s compliance with legal and regulatory requirements;    - the independent auditor’s qualifications and independence;    - the performance of the Company’s independent auditors and internal    audit function;    - the Company’s system of disclosure controls and procedures, internal    controls over financial

    reporting and compliance with ethical standards adopted by the Company.    Consistent with this function, the Committee should encourage continuous improvement    of, and    should foster adherence to, the Company’s policies, procedures, and    practices at all levels. In    exercising its functions, the Committee maintains open communication among    the Board, the    management as well as with the internal and external auditors.**2. POWERS**    The Board authorizes the Committee to investigate into any matters within    the scope of its    responsibilities and is empowered to:

> 
      - ask for information when needed to:

        - all employees (and all employees are directed to cooperate when the        Committee makes        a request);        - third parties.
    - obtain legal or other counsel from outside professionals;    - invite, when deemed necessary, the directors of the Company to participate    in meetings.    The Company will provide appropriate funding, as determined by the Committee,    for    compensation to the independent auditor, to any advisors that the Committee    chooses to engage,    and for payment of ordinary administrative expenses of the Committee that    are necessary or    appropriate in carrying out its duties.**3. ORGANIZATION**    MEMBERS    3.1 The Committee is comprised of three (3) members, all of whom do not hold    any direct    management position within the Company and those members are named by the    Board.

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> Each committee member will be a person other than an officer    or employee of the Company or its    subsidiaries or any other individual having a relationship which, in the opinion    of the Board, would    interfere with the exercise of his or her independent judgment in carrying    out the responsibilities    of a director.    3.2 All members must be financially literate. The definition of “financially    literate” is the ability to read    and understand a set of financial statements that present a breadth and level    of complexity of    accounting issues that are generally comparable to the breadth and complexity    of the issues than    can reasonably be expected to be raised by the Company’s financial statements.    The Board will    determine whether at least one member of the Committee qualifies as an “audit    committee    financial expert” in compliance with the criteria established by the    SEC. The existence of such a    member, including his or her name and whether or not he or she is independent,    will be disclosed    in periodic filings as required by the SEC. Committee members are encouraged    to enhance their    familiarity with finance and accounting by participating in educational programs,    including those    conducted by the Company or outside consultants.    3.3 The mandate of the members is for one year, automatically renewable, unless    otherwise    instructed or upon resignation. Unless a chairperson is elected by the full    board, the Committee    may designate a chairperson by majority vote.    3.4 Quorum for all meetings will be two members.    3.5 The secretary of the Committee will be the Company secretary or any other    person nominated by    the Committee.**Attendance in meetings**    3.6 If deemed necessary, the Committee may invite other people (such as the    Chief Executive    Officer, the Treasurer and the head of the internal auditing function) to    participate in the    meetings.    3.7 A part of its responsibility to foster open communication, the Committee    will meet periodically with    management, the head of the internal auditing function, and the independent    auditor in separate    executive sessions and when appropriate to present their reports.    3.8. The Committee will meet periodically as required to fulfill its obligations    either telephonically or by    other means. Special meetings may be held when needed either telephonically    or by other    means.    3.9 Each regularly scheduled meeting will conclude with an executive session    of the Committee    absent members of management.    3.10 Brief minutes of each meeting must be recorded.**4. ROLES AND RESPONSIBILITIES****The Committee:**    4.1 reviews this charter periodically, at least annually, and recommend to    the Board any necessary    amendments.    4.2 must periodically report on the results of examination of the business    and makes    recommendations to the Board.

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> 
**External Audit**

      4.3 The Committee establishes methods to ensure the independence and qualifications      of the      external auditor, namely:

        i) recommends to the Board the external auditor to be named for the audit;        the nomination        will be put forward for approval to the shareholders at the annual meeting;        ii) ensures that the external auditor operates independently from the        Board and the        Committee. It could recommend, if required, the dismissal of the external        auditor;        iii) must examine yearly and discuss the external auditor’s report,        detailing all elements that        could have an effect upon its independence, and including all services        performed and        fees submitted by the external auditors. The auditor could be invited        to participate in this        discussion, if necessary;        iv) when a change of auditors is foreseen, examines all questions related        to this change,        notably those relative to information that must contain a notice of change        of auditor as        promulgated by applicable rules and regulations, and the steps that must        be followed to        permit an orderly transition;        v) whether or not a change in auditors is foreseen, examines systematically        the events to        declare conforming to those rules and regulations (disagreements, questions        out of order        and consultations);        vi) examines and approves the hiring policies for employees or former        employees of the        independent auditor;        vii) ensures that the external auditor reports directly to the Committee;        viii) reviews the experience and qualifications of the lead partner and        other senior members of        the independent audit team each year and determines that all partner rotation        requirements, as promulgated by applicable rules and regulations, are        executed. The        Committee will also consider whether there should be rotation of the firm        itself. The        auditor’s report should be used to evaluate the independent auditor’s        qualifications,        performance, and independence.        ix) will oversee the resolution of disagreements between management and        the external        auditor if they arise;        x) so that some services provided by the auditor are not incompatible        with their        independence or the appearance of such independence, the Committee reviews        and preapproves        both audit and non-audit services to be provided by the independent auditor.        The authority to grant pre-approvals may be delegated to one or more designated        members of the Committee whose decisions will be presented to the full        Committee at its        next regularly scheduled meeting. Approval of non-audit services will        be disclosed to        investors in periodic reports.

**Financial Information**      4.4 The Committee supervises the process of the audit, establishes the means      and the disclosure of      the financial information, in particular:
      i) the instigation of an internal control system, surveillance of the system’s      application, the      review of the integrity of the organization’s financial reporting      processes and internal      control structure and the verification of the accuracy of the financial      information to be      divulged;

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>  ii) the Committee will meet with the independent auditor      and management to discuss the      annual audited financial statements and quarterly financial statements,      including the      Company’s disclosures under “Management’s Discussion and      Analysis of Financial      Condition and Results of Operation”, the Form 20-F/40-F and any other      filing with      regulatory authorities or press release related to the financial results;      iii) must review all documents with financial information, verified or not,      before their      publication;      iv) reviews the audit plan with the external auditor and management;      v) examines, along with management and the external auditor, proposed changes      relative to      general accounting principals and critical accounting policies, examine      the impact of risks      and uncertainties as well as management’s estimates and important      decisions that could      have a significant effect on the financial information. The Committee will      discuss all      alternatives treatments that have been discussed with management;      vi) questions management and the external auditor on important issues pertaining      to      financial information that has been discussed during the course of the last      fiscal period,      and suggests solutions. The Committee will also discuss the schedule of      unadjusted      differences;      vii) studies the problems encountered by the external auditor during the      audit, in particular      those arising because of restrictions imposed by management or on significant      accounting questions where there is disagreement with management;      viii) reviews the annual financial statements and the external auditor’s      report and obtains      explanations from management on all significant differences compared to      other periods;      ix) examines the post-audit letter or the letter of recommendations from      the external auditor      as well as management’s response and the actions taken in reaction      to the      recommendations;      x) where applicable, reviews management’s assertion on its assessment      of the      effectiveness of internal control as of the end of the most recent fiscal      year, examines the      external auditor’s evaluation of internal controls as well as the      response of management;      xi) reviews the treasurer’s reports, management’s response and      the actions taken in reaction      to the recommendations;      xii) reviews the nomination of the person in management responsible for      financial matters      and that of all other persons with similar functions who participate in      the process of the      disclosure of financial information;      xiii) reviews that adequate procedures are in place to review Company’s      public disclosure of      financial information extracted or derived from its financial statements      and periodically      assesses the adequacy of those procedures;      xiv) keeps informed, trough the external and internal auditors, of any weakness      in the      systems that could cause errors or deficiencies in financial reporting or      deviations form      the accounting policies of the Company or from applicable laws and regulations;      xv) reviews the effect of regulatory and accounting initiatives, as well      as off-balance-sheet      structures, on the financial statements of the Company;

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> xvi) reviews and approve all related-party transactions, defined    as those transactions required    to be disclosed.**Complaints**    4.5 Establishes procedures for the receipt, retention, and treatment of complaints    regarding    accounting, internal accounting controls, or auditing matters.    4.6 Establishes procedures for the confidential, anonymous submission by Company    employees    regarding questionable accounting or auditing matters.**Code of Ethics**    4.7 Establishes, reviews, and updates periodically a code of business conduct    and ethics and    determines whether management has established a system to enforce this code.    Determines    whether the code is in compliance with all applicable rules and regulations.    4.8 Reviews management’s monitoring of the Company’s compliance    with its code of business    conduct and ethics, and determines whether management has the proper review    system in place    such that the Company’s financial information disseminated to governmental    organizations and    the public satisfy legal requirements.**Internal Audit**    4.9 i. Reviews the activities of the internal auditing services    ii. Reviews and approves the internal auditor’s mandate;    iii. Reviews with the independent auditor, the internal auditing department,    and management    the extent to which changes or improvements in financial or accounting practices    have    been implemented;    iv. Reviews activities, organizational structure, and qualifications of the    internal audit    function;    v. Periodically reviews with the internal audit director any significant difficulties,    disagreements with management, or scope restrictions encountered in the course    of the    function’s work.**Others**    4.10 Reviews, with the Company’s counsel, legal compliance matters,    including corporate securities    trading policies.    4.11 Reviews, with the Company’s counsel, any legal matter that could    have a significant impact on    the Company’s financial statements.    4.12 Discusses policies with respect to risk assessment and risk management,    including appropriate    guidelines and policies to govern the process as well as the Company’s    major financial risk    exposures and the steps management has undertaken to control them.    4.13 Conducts an annual performance assessment relative to the Committee’s    purpose, duties, and    responsibilities outlined herein.    4.14 Prepares Committee’s report to be included in the Company’s    annual proxy statement, as    required by SEC Regulations.    4.15 Performs any other activities consistent with this charter, the Company’s    bylaws, and governing    law, as the Board deems necessary or appropriate.