ANNUAL INFORMATION FORM

 

FOR THE YEAR ENDING FEBRUARY 28, 2005

 

DATED MAY 27, 2005

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TABLE OF CONTENTS

 
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| **GLOSSARY TERMS****ITEM I – CORPORATE STRUCTURE**        1.1 NAME AND INCORPORATION.         1.2 INTERCORPORATED RELATIONSHIPS.**ITEM II – GENERAL DEVELOPMENT OF THE BUSINESS**        2.1 THREE-YEAR HISTORY.         2.2 SIGNIFICANT ACQUISITIONS AND SIGNIFICANT DISPOSITIONS **ITEM III – DESCRIPTION OF THE BUSINESS**        3.1 THE ÉLÉONORE PROPERTY        3.2 THE COULON PROPERTY        3.3 THE CORVET EST PROPERTY        3.4 LAC EADE PROPERTY        3.5. MEGATEM AND MEGATEM III PROPERTIES**ITEM IV – DIVIDEND        ITEM V – CAPITAL STRUCTURE         ITEM VI – STOCK MARKET FOR THE TRADING OF SHARES        ITEM VII – ESCROWED SECURITIES         ITEM VIII – RISKS FACTORS**        8.1 INDUSTRY CONDITIONS         8.2 REGULATORY MATTERS         8.3 PERMITS, LICENCES AND APPROVALS         8.4 TITLE TO PROPERTY         8.5 COMPETITION         8.6 ADDITIONAL FUNDING         8.7 DEPENDENCE ON MANAGEMENT         8.8 CONFLICTS OF INTEREST         8.9 COMMERCIALIZATION         8.10 UNINSURED HAZARDS         8.11 LAND CLAIMS **ITEM IX – DIRECTORS AND OFFICERS**        9.1 BIOGRAPHICAL NOTES         9.2 VOTING SHARES HELD BY DIRECTORS AND OFFICERS **ITEM X – PROMOTERS         ITEM XI – AUDIT COMMITTEE INFORMATION**        11.1 THE AUDIT COMMITTEE CHARTER         11.2 COMPOSITION OF THE AUDIT COMMITTEE         11.3 RELEVANT EDUCATION EXPERIENCE         11.4 EXTERNAL AUDITOR SERVICE FEES **ITEM XII – LITIGATION** | **III        1**        1        1**1**        1        2**3**        3        7        11        14        17**19        19        20        20        21**        21        21        22        22        22        22        23        23        23        23        23**23**        24        25**25        26**        26        26        26        26**26** |
| **ITEM XIII – INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL        TRANSACTIONS         ITEM XIV – REGISTRAR AND TRANSFER AGENT         ITEM XV – MATERIAL CONTRACTS         ITEM XVI – ADDITIONAL INFORMATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | **27        27        27        27**                                                                                                                                                                                                                                                                                                                               |

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

| **Term**                          | **Description**                                                                                                                                                                                                                                                                                                                                   |
|-----------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| "Ag"                              | Chemical symbol for silver.                                                                                                                                                                                                                                                                                                                       |
| "allochthonous"****               | Originating elsewhere; not native to            a place.                                                                                                                                                                                                                                                                                          |
| "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.                                                                                                                                                                                                                                                                      |
| "anorthosite"                     | Igneous rock, made up almost entirely            of plagioclase feldspar.                                                                                                                                                                                                                                                                         |
| "apatite"                         | Any of a group of minerals consisting            essentially of calcium phosphate and usually containing fluorine,            chlorine, or hydroxyl or carbonate ions.                                                                                                                                                                            |
| "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.                                                                                                                                                                                                                                                                              |
| "Br"                              | Chemical symbol for the element bromine.                                                                                                                                                                                                                                                                                                          |
| "breccia"                         | Rock fragmented into angular components.                                                                                                                                                                                                                                                                                                          |
| "Cambrian"                        | Designating or at the first period in            the Paleozoic Era (about 600 million years ago).                                                                                                                                                                                                                                                 |
| "carbonate"                       | Rock composed principally of calcium            carbonate (CaCO3).                                                                                                                                                                                                                                                                                |
| "channel sampling"                | Gathering a sample by cutting a channel            a few centimetres wide and more than one-half centimetre deep along            a surface.                                                                                                                                                                                                      |
| "chlorite"                        | A green platy iron-magnesium rich metamorphic            mineral.                                                                                                                                                                                                                                                                                 |
| "Co"                              | Chemical symbol for the metallic element            cobalt.                                                                                                                                                                                                                                                                                       |
| "Coeval"                          | Of the same age or period; contemporary.                                                                                                                                                                                                                                                                                                          |
| "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.                                                                                                                                                                                                                                                                                          |
| "country"                         | Rock enclosing a mineral deposit.                                                                                                                                                                                                                                                                                                                 |
| "Cs"                              | Chemical symbol for the element cesium.                                                                                                                                                                                                                                                                                                           |
| "Cu"                              | Chemical symbol for the metallic element            copper.                                                                                                                                                                                                                                                                                       |
| "cumulates"                       | Any igneous rocks formed by the accumulation            of crystals setting out of a magma.                                                                                                                                                                                                                                                       |
| "décollement"              | Folding or faulting of sedimentary beds            by sliding over the underlying rock.                                                                                                                                                                                                                                                           |
| "diamond (drill) hole"            | A method of obtaining a cylindrical core            of rock by drill with a diamond set or diamond impregnated bit.                                                                                                                                                                                                                               |
| "dome"                            | Uplift or anticline structure, either            circular or elliptical in outline, in which the rocks dip gently away            in all directions.                                                                                                                                                                                              |
| "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.                                                                                                                                                                                                                                                                                                           |
| "foliation"                       | Splitting into leaf like layers: said            of certain minerals.                                                                                                                                                                                                                                                                             |
| "formation"                       | Body of rock identified by lithological            characteristics and stratigraphic position.                                                                                                                                                                                                                                                    |
| "fragmental"                      | Designating or of rocks formed of the            fragments of older rocks; clastic.                                                                                                                                                                                                                                                               |
| "g/t"                             | Grams per tonne.                                                                                                                                                                                                                                                                                                                                  |
| "gabbro"                          | Coarse grained mafic intrusive rock composed            mainly of plagioclase and pyroxene.                                                                                                                                                                                                                                                       |
| "gabbronorite"                    | Gabbro containing orthopyroxene and labradorite,            a plagioclasic feldspar.                                                                                                                                                                                                                                                              |
| "garnet"                          | Any of a group of hard silicate minerals            having the general formula AsB2(SiO4)3, occurring chiefly as well-formed            crystals in metamorphic rocks.                                                                                                                                                                            |
| "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.                                                                                                                                                                                                                                                                                        |
| "granitoid"                       | Field term for a coarse-grained felsic            rock resembling granite.                                                                                                                                                                                                                                                                        |
| "greenstone"                      | Field term for metamorphosed mafic and            ultramafic igneous rocks.                                                                                                                                                                                                                                                                       |
| "greenstone belt"                 | Elongated belts in Archean terrain characterized            by major zones of greenstones.                                                                                                                                                                                                                                                        |
| "greywacke"                       | Dark grey indurated sandstone consisting            of poorly sorted grains of quartz, feldspar and rock fragments in            a clay matrix.                                                                                                                                                                                                   |
| "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.                                                                                                                                                                                                                                                                               |
| "ilmenite"                        | Lustrous black mineral, FeTiO3, an oxide            of iron and titanium.                                                                                                                                                                                                                                                                         |
| "interbedded"                     | Having beds lying between other beds            with different characteristics.                                                                                                                                                                                                                                                                   |
| "intrusive"                       | Said of an igneous rock that invades            older rocks.                                                                                                                                                                                                                                                                                      |
| "ironstone"                       | Any rock containing a substantial proportion            of iron and commonly applied to an iron-rich surface or near surface            cap rock.                                                                                                                                                                                                 |
| "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.                                                                                   |
| "leucogabbro"                     | A gabbro lighter in color than a normal            gabbro owing to the presence of a larger amount of feldspar than usual.                                                                                                                                                                                                                        |
| "leucotroctolite"                 | Troctolite rich in plagioclase.                                                                                                                                                                                                                                                                                                                   |
| "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.                                                                                                                                                                                     |
| "lithogeochemical survey"         | Geochemical survey that involves the            sampling of rocks.                                                                                                                                                                                                                                                                                |
| "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.                                                                                                                                                                                                                   |
| "MEL"                             | Mining Exploration License.                                                                                                                                                                                                                                                                                                                       |
| "MEP"                             | Mineral Exploration Permit.                                                                                                                                                                                                                                                                                                                       |
| "metallogenic province or region" | Area characterized by a particular assemblage            of mineral deposits, or by one or more characteristic-types of mineralization.                                                                                                                                                                                                           |
| "metamorphosed/metamorphic"       | A rock that has been altered by physical            and chemical processes including heat, pressure, and fluids.                                                                                                                                                                                                                                  |
| "mineralization"                  | The concentration of metals and their            chemical compounds within a body of rock.                                                                                                                                                                                                                                                        |
| "Mn"                              | Chemical symbol for the element manganese.                                                                                                                                                                                                                                                                                                        |
| "Mo"                              | Chemical symbol for the element molybdenum.                                                                                                                                                                                                                                                                                                       |
| "moraine"                         | Mass of rocks, gravel, sand, clay, etc.,            carried and deposited directly by a glacier.                                                                                                                                                                                                                                                  |
| "MRNFPQ"                          | Québec government department of            natural resources.                                                                                                                                                                                                                                                                              |
| "Ni"                              | Chemical symbol for the metallic element            nickel.                                                                                                                                                                                                                                                                                       |
| "noble metal"                     | A metal (such as gold, silver or platinum)            relatively superior in resistance to corrosion or oxidation.                                                                                                                                                                                                                                |
| "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.                                                                                                                                                                                                                                                                                             |
| "orthopyroxene"                   | A series of pyroxene minerals crystallizing            in the orthorhombic system; members include enstatite, bronzite, hypersthene,            ferrohypersthene, eulite and orthoferrosilite.                                                                                                                                                    |
| "outcrop"                         | An exposure of bedrock at the surface.                                                                                                                                                                                                                                                                                                            |
| "oxidation"                       | Near surface decomposition by exposure            to the atmosphere and ground water.                                                                                                                                                                                                                                                             |
| "Paleozoic"                       | Period of geologic time from 570 - 240            million years ago.                                                                                                                                                                                                                                                                              |
| "Pb"                              | Chemical symbol for the metallic element            lead.                                                                                                                                                                                                                                                                                         |
| "peridotite"                      | A plutonic rock consisting mainly of            mafic minerals including a large proportion of olivine.                                                                                                                                                                                                                                           |
| "PGE"                             | Abbreviation for platinum group elements.                                                                                                                                                                                                                                                                                                         |
| "phyric"                          | A suffix applied to an igneous rock,            which is porphyritic.                                                                                                                                                                                                                                                                             |
| "plagioclase"                     | Any of a series of triclinic minerals            of the feldspar family, ranging in composition from albite to anorthite            and found in many rocks.                                                                                                                                                                                      |
| "plug"                            | A vertical pipe-like magmatic body representing            the conduit to a former volcanic vent; a crater filling of lava, the            surrounding material of which has been removed by erosion; a mass            of clay, sand, or other sediment filling the part of a stream channel            abandoned by the formation of a cut off. |
| "plutonic/pluton"                 | Rocks formed at depth and high pressures.                                                                                                                                                                                                                                                                                                         |
| "PPB"                             | Part Per Billion.                                                                                                                                                                                                                                                                                                                                 |
| "Proterozoic"                     | Geological period approximately 2,400            - 570 million years ago. The Proterozoic is further subdivided into            Lower (2,400 - 1,800 million years ago), Middle (1,800 - 1,400 million            years ago) and Upper (1,400 - 570 million years ago); Precambrian,            especially late Precambrian.                      |
| "pyrite"                          | Iron sulphide (FeS2).                                                                                                                                                                                                                                                                                                                             |
| "pyroclastic"                     | Detrital volcanic materials that have            been explosively ejected from a volcanic vent.                                                                                                                                                                                                                                                   |
| "pyroxene"                        | Any of a group of monoclinic or orthorhombic            ferromagnesian minerals that do not contain the hydroxyl radical;            they are common in igneous, and some metamorphic, rocks.                                                                                                                                                     |
| "pyroxenite"                      | A dark-coloured granular igneous rock            composed mainly of pyroxene.                                                                                                                                                                                                                                                                     |
| "pyrrhotite"                      | A magnetic iron sulphide material.                                                                                                                                                                                                                                                                                                                |
| "quartzofeldspathic"              | Composition of a rock particularly rich            in silica (quartz) and feldspar.                                                                                                                                                                                                                                                               |
| "radiometric"                     | The spontaneous decay of unstable atomic            nuclei which gives rise to the emission of radiation.                                                                                                                                                                                                                                         |
| "rare earth"                      | Any of the oxides of the rare earth metals            (e.g., the lanthanide series).                                                                                                                                                                                                                                                              |
| "reconnaissance"                  | A general examination or survey of a            region with reference to its main features, usually as a preliminary            to a more detailed survey.                                                                                                                                                                                        |
| "REE"                             | Rare Earth Elements.                                                                                                                                                                                                                                                                                                                              |
| "Sb"                              | Chemical symbol for the metallic element            antimony.                                                                                                                                                                                                                                                                                     |
| "Se"                              | Chemical symbol for the element selenium.                                                                                                                                                                                                                                                                                                         |
| "sericite"                        | Fine-grained white mica of similar composition            to muscovite.                                                                                                                                                                                                                                                                           |
| "shear"                           | To move as to create a planar zone of            deformed rock..                                                                                                                                                                                                                                                                                  |
| "silicified"                      | Said of a rock in which the original            rock minerals have been replaced by silica.                                                                                                                                                                                                                                                       |
| "siliceous"                       | Said of a rock rich in 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.                                                                                                                                                                                                                                                |
| "supracrustal**** rocks"          | Rocks that overlie basement rock.                                                                                                                                                                                                                                                                                                                 |
| "tectonized"                      | Rocks and areas affected by a deforming            structural event.                                                                                                                                                                                                                                                                              |
| "tension gash"                    | A linear opening in a rock developed            under tensile conditions.                                                                                                                                                                                                                                                                         |
| "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.                                                                                            |
| "Tm"                              | Chemical symbol for the element thulium.                                                                                                                                                                                                                                                                                                          |
| "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.                                                                                                                                                                                                         |
| "unconformity"                    | Interruption in the continuity of rock            strata in sequential contact, caused by a time break in sedimentation.                                                                                                                                                                                                                          |
| "VLF"                             | Very Low Frequency.                                                                                                                                                                                                                                                                                                                               |
| "volcanic"                        | Descriptive of rocks originating from            volcanic activity.                                                                                                                                                                                                                                                                               |
| "volcanoclastic"                  | Pertaining to a clastic rock containing            volcanic material without regard to its origin or environment.                                                                                                                                                                                                                                 |
| "volcanogenic"                    | Formed by processes directly connected            with volcanism.                                                                                                                                                                                                                                                                                 |
| "volcano-sedimentary"             | Type of rock involved simultaneously            in a volcanic and a sedimentary activity.                                                                                                                                                                                                                                                         |
| "W"                               | Chemical symbol for the element tungsten.                                                                                                                                                                                                                                                                                                         |
| "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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**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 ("CBCA").    Diabior and Old Virginia were both incorporated under the CBCA on February    22, 1984, and October 31, 1986, respectively.

The registered and head office of the Corporation is located    at 116, rue St-Pierre, bureau 200, Québec, QC G1K 4A7.

**1.2 Intercorporated Relationships.**

The Corporation has no subsidiaries.

**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 is 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. The Corporation’s    strategy is to pursue exploration activities on its properties while favouring    new acquisitions in regions sparsely explored. The territory of the Province    of Quebec has an exceptional mining potential. This is why the Company has    decided to favour exploration in northern Quebec.

**2.1 Three-year History.**

*2.1.1 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 the following exercise, the Company intends to pursue very actively    its exploration work on the property. Work will consist of additional drilling,    stripping and geological mapping. A preliminary budget of around $15 million    is anticipated to meet the needs of this program.

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 return for $8 million in    exploration work over the next seven years and payments totalling $250,000.    An exploration program, carried out in the summer of 2004, yielded very interesting    results and another drill program is planned for the winter of 2005. Noranda    already invested nearly $1.3 million in exploration work on this project.

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Page 2

 The Company was also very active in 2004-2005 on its Corvet    Est property, with exploration expenditures totalling $1,130,233, 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. Work on the Corvet Est project should    resume in the summer of 2005.

*2.1.2 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.

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 retains its 100% interest in    the property as well as its gold resources of 350,000 ounces.

*2.1.3 For the fiscal year June 2002 – May 2003*

The most active project during that period was the MegaTEM project,    with total exploration expenditures of $892,140. A third agreement called    MegaTEM III was signed during that period between the Company and Novicourt    Inc. in order to carry out other geophysical surveys, using the MegaTEM technology.    The Company will retain a 49% interest in all discoveries ensuing from these    new surveys, which cost the Company $465,000 in exploration expenditures.

The Noella project was also very active during that fiscal year,    with total exploration expenditures of $702,798. Mechanical stripping allowed    the discovery at surface of a vast auriferous mineralized system, which was    then tested by shallow drilling. However, drill results were not as interesting    as surface results. Consequently, the activity was very limited on the project.

The Poste Lemoyne project, a 50-50 partnership with TGW Corporation,    also yielded interesting results since a first reserve calculation was established    on the Orfée zone, with 203,483 tonnes (measured and indicated) grading    14.50 g/t Au. To get these results, the Company invested $334,398 during the    financial year.

**2.2 Significant Acquisitions and Significant Dispositions**

There was no significant acquisition or disposition during the    course of the last completed financial year.

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**ITEM III – DESCRIPTION OF THE BUSINESS**

The most material properties of the Company are 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 1,130 map-designated claims totalling    59,124 hectares. These claims are held 100% by Virginia Gold Mines Inc.

*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.

*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. 

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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 EW-trending 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 **“Technical Report & Recommendations – June    2003 – May 2004 Exploration Program – Éléonore Property,    Québec”** available on SEDAR (www.sedar.com).

*3.1.5 Exploration work and drilling*

In 2001, Virginia’s regional reconnaissance work in the    area led to evaluate the Ell showing, a former copper showing discovered by    Noranda in 1964. This work gave way to the discovery of gold associated with    the copper mineralization and the recognition of an Au-Cu-Ag, porphyry-type    system. As a result, numerous new showings and a series of mineralized corridors    have been outlined within dioritic to tonalitic intrusions. These corridors    are characterized by stockworks of veinlets mineralized in chalcopyrite and    gold. Sampling of these mineralized corridors has returned values of up to    1.19% Cu, 359 ppb Au, 10.1 g/t Ag over 8 m in channels, and more locally values    of up to 2.74% Cu, 19.3 g/t Au in grab samples. Mineralized and partially    rounded erratic blocs, found 300 m away from the mineralized corridors, returned    values of up to 10.40% Cu. 21.7 g/t Au, and 68 g/t Ag.

A MAG-IP ground survey was carried out in the winter of 2002    in the area of the main showing while additional prospecting and mapping work    was completed in the summer of 2002. Several new Au-Cu-Ag occurrences were    outlined in the dioritic intrusion thus increasing the known extent of the    mineralized system by another 2 km to the northeast. More importantly the    program led to the discovery of a 2-m3, erratic, angular boulder of quartzofeldspathic    metasediments with disseminated arsenopyrite and pyrrhotite. The bloc graded    22.9 g/t Au in analysis. The nature of this boulder and the glacial train    of the area suggested that the source area of this erratic float was a few    kilometres to the northeast along the contact zone between the dioritic intrusion    and a package of quartzofeldspathic sediments lying directly north of it.

The summer-fall 2003 program was designed specifically to locate    the source area of the 22.9 g/t Au metasediment boulder. A new grid was cut    on the northwest and north shores of Ell Lake and was covered with ground    magnetic (81 km) and IP survey (65 km) on 200-metre-spaced lines. A soil geochemical    MMI orientation survey was also conducted. A new phase of prospecting and    reconnaissance mapping was followed by mechanical trenching, using a special    backhoe brought in by helicopter, in order to test several geological, geophysical,    and geochemical targets. The program was successful at identifying, on the    north shore of Ell Lake, the probable source area of the boulder, within a    sedimentary package located directly at the northern margin of the Ell Lake    dioritic intrusion. Many additional boulders of metasediments with disseminated    arsenopyrite and pyrrhotite mineralization were discovered over a perimeter    of roughly 2 km x 4 km. Several of these boulders returned anomalous gold    values above 500 ppb, with some yielding economic grade values as high as    18.65 g/t Au. Moreover, the same type of mineralization was also exposed in    outcrops and trenches within the same perimeter. Mineralization exposed in    bedrock was not always anomalous in gold but grab sampling returned several    gold values above 1 g/t Au up to a maximum of 29 g/t Au while channel sampling    yielded anomalous to subeconomic grade gold values over metric to decametric    widths (including 0.81 g/t Au over 37 m and 2.42 g/t Au over 5.25 m). It is    interesting to mention that discoveries of significant gold bedrock occurrences    in sediments (10.25 and 2.26 g/t Au in grabs) were still made very late in    the fall program, even with a snow cover hampering prospecting.

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Complete results of the summer-fall 2003 program are reported    in the **“Technical Report and recommendations, June 2003 - May    2004 Exploration Program, Éléonore Property, Québec”**,    available on SEDAR (www.sedar.com).

An IP survey (29 km) and a Max-Min survey (26.7 km) were carried    out in the winter of 2004 to mainly cover some targets under water of Ell    Lake. Furthermore, an airborne MAG survey, totalling 45 km2, covered the north    contact of the diorite of Ell Lake and the sedimentary sequence immediately    north.

Prospecting and manual stripping initiated at the beginning    of the summer of 2004 quickly led to the discovery at surface of the Roberto    showing, which yielded very encouraging results from preliminary sampling:    up to 80.70 g/t Au in grab samples and 4.29 g/t Au over 12 m, including 6.16    g/t Au over 5 m in channel sampling. Further stripping and channel sampling    of the showing returned 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. This prompted a major    geological mapping and mechanical trenching program with a large excavator    in order to follow the extensions of the Roberto mineralization at surface    as well as to test several other interesting targets on the property. By fall    2004, the Roberto system was exposed almost continuously at surface for 250    m laterally and consisted of two parallel zones, namely the Roberto and Roberto    Est zones, both yielding consistent economical results in channel sampling.    Both zones are oriented north south with a steep dip (80o) to the east and    have individual thickness between 3 to 12 m in average. 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. Trench TR-03-20,    located 800 m to the northeast of Roberto, was extended and exposed quite    similar mineralization that yielded up to 6.35 g/t / 6.0 m in channel sampling.    Trenches TR-03-27 and TR-04-52, located 500 m directly to the north of Roberto,    exposed weaker mineralization of the same style that returned anomalous gold    values in the 300 to 2300-ppb range. Moreover, two large mineralized sub-angular    boulders lying in these trenches yielded 3.95 and 6.29 g/t Au.

For complete results of the summer-fall 2004 trenching program    the reader is referred to the technical report entitled **“Technical    Report and Recommendations, June 2004-February 2005 Exploration Program, Éléonore    Property, Québec”**, available on SEDAR (www.sedar.com).

A diamond-drill program was also initiated at the end of August    2004 to test the extensions of the Roberto system and some other targets on    the property. The program started with one drill rig but as more and more    encouraging drill results were generated, two other drills were added to pursue    the program. 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, with the last one    (ELR-05-28) intersecting the extension of Roberto to the north while testing    an IP conductor. This drilling program outlined the Roberto system over a    minimal strike length of 450 m and to a minimal depth of 350 m, with the mineralization    remaining totally open laterally and at depth. Drilling produced very encouraging    drill 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) in    the Roberto zone and 11.07 g/t Au over 9.2 m (ELE-04-16), 19.62 g/t Au over    11.0 m (ELE-05-46) and 5.71 g/t Au over 25.1 m (ELE-05-53) in the Roberto    Est zone. Some other zones were also intersected while drilling the Roberto    system, the most significant ones being the Mid-Roberto, which graded up to    20.9 g/t Au over 8.1 m (ELE-04-25) and the Veine zone, which returned up to    34.66 g/t Au over 6.6 m (ELE-04-34). Drill testing of various targets elsewhere    on the property also generated some interesting results. The most significant    ones came from shallow drilling underneath TR-03-20, producing large intersections    anomalous in gold, with local narrow higher grade values: 1.05 g/t Au over    31 m and 0.65 g/t Au over 88 m (ELR-04-04), 9.49 g/t Au over 3 m and 0.87    g/t Au over 58 m (ELR-04-05), 32.18 g/t Au over 1 m (ELR-04-06), 1.18 g/t    Au over 37 m (ELR-04-07), 2.66 g/t Au over 5 m, 0.45 g/t Au over 10 m and    80.54 g/t Au over 1 m (ELR-04-13), 1.56 g/t Au over 12 m (ELR-04-14), and    5.31 g/t Au over 3 m as well as 1.31 g/t Au over 17 m (ELR-04-18). Drilling    underneath TR-03-10 (2.42 g/t Au over 5.25 m in channel) also produced significant    results with 9.50 g/t Au over 4 m in hole ELR-04-08.

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For complete results of the drilling program at the end of February    2005 the reader is referred to the technical report entitled **“Technical    Report and recommendations, June 2004-February 2005 Exploration Program, Éléonore    Property, Québec”,** available on SEDAR (www.sedar.com).

A large IP survey was initiated in January 2005 and was still    in progress at the end of February 2005. This survey, totalling more than    150 km of lines, will cover a large portion of the contact zone between the    Ell lake diorite and the favourable sedimentary sequence.

*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, June 2004-February 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.

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*3.1.8 Exploration and development*

The Company will pursue actively its exploration program during    the next fiscal year. Diamond drilling will continue throughout the year and    geological mapping and trenching will be carried out during the summer field    season. An exploration budget of around $15 million has been allotted to the    Éléonore project for the next fiscal year.

Expenditures for exploration work done by the Corporation are    as follows:

- For the fiscal year ending May 31, 2004 $616,160    - For the fiscal year ending February 28, 2005 $4,760,762

**3.2 The Coulon Property**

*3.2.1 Description and location of property*

The Coulon property is located within NTS 23L/11, 23L/12, 23L/13,    23L/14, 23M/03 and 23M/04, in the Caniapiscau area, in the James Bay region.    The property consists of 1,505 claims covering a surface area of 73,991 hectares    (approximately 740 km2). The camp is centred at UTM coordinates (NAD 27, zone    19) 356290 E 6057960 N, around 15 km north of Fontanges Airport. The property    is held 100% by Virginia Gold Mines, but according to an agreement signed    on June 15, 2004, Noranda Inc. was granted the option to acquire an undivided    50% interest in the property in return for exploration expenditures totalling    $8 million in the next seven years and payments totalling $250,000.

*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) partially    covering NTS 23L.

*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.

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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. 

For more details on the geological setting, the reader is referred    to the technical report entitled **“Technical Report and Recommendations,    Reconnaissance Program, Coulon Project, Québec, MINES D’OR VIRGINIA    INC. November 2004”** available on SEDAR (www.sedar.com).

*3.2.5 Exploration and drilling*

The Coulon project comes from a regional reconnaissance survey    carried out by Virginia in the summer of 2003 within the Coulon and Pitaval    Archean volcanic belts. These almost unexplored belts are located in the La    Grande-Goudalie assemblage of the Superior Archean Province and are characterized    by the abundance of metabasalts with lesser quantities of metasediments and    felsic volcanics.

Reconnaissance work performed in the summer of 2003 has exposed    many new polymetallic showings within volcano-sedimentary rocks. The most    interesting one, the Dom showing, is of volcanogenic type and is developed    in the south part of the Coulon belt, within an altered bimodal volcanic sequence,    containing sillimanite-bearing felsic schists and a highly altered anthophyllite-sulphide    horizon. Selected samples collected from this showing have returned values    of up to 22.37% Zn, 4.77% Pb, 1.62% Cu, 482 g/t and 482 ppb Au. In the north    part of the belt, a series of chalcopyrite-bearing outcrops extend parallel    to the foliation over a lateral distance of 1.2 km. This zone, called Julie-Sig,    is confined to a metric to plurimetric horizon of quartzo-feldspathic mylonite    developed inside metabasalts. Best results in selected samples have reached    8.71% Cu, 425 g/t Ag, 0.20% Zn and 0.50% Pb. These results justified a vast    airborne EM-Mag survey covering 2,789 linear kilometres that was conducted    in the fall of 2003 with the VersaTEM system. Then an important exploration    program was undertaken in the winter of 2004 in the DOM showing area, including    line cutting (150.7 km), magnetic surveys (150.7 km) and Max-Min (130.5 km)    as well as a drilling program of 17 holes totalling 2,400 m.

Eight holes (CN-04-01 to 06 and CN-04-16 and 17) have tested    between lines 3+00N and 5+00N the shallow depth extension of the DOM zone.    These holes have intersected metric to decametric zones of disseminated, semi-massive    and massive sulphides within a bimodal volcanic sequence displaying intense    muscovite, anthophyllite, tremolite, chloritoid and sillimanite alterations,    typical of metamorphosed volcanogenic systems. The thickness of this alteration    zone reaches more than 60 m in some areas.

The best mineralized intersection comes from hole CN-04-17 and    graded 9.94% Zn, 2.12% Pb, 96.38 g/t Ag, 0,73% Cu over 19.5 m, including 15.39%    Zn, 3.12% Pb, 117.17 g/t Ag, 0,46% Cu over 10.5 m. This intersection comes    from a main lens of massive sulphides, which varies from a few metres to 20    m in width. The DOM mineralized system is associated with an EM, 300-metre-long    corridor open laterally and at depth.

Furthermore, another sector presenting typical volcanogenic    mineralization and alteration was outlined by drilling, approximately 1 km    north of the DOM zone, where nine (9) holes (CN-04-07 to CN-04-15) totalling    1,342 m were drilled to test the EM conductors between lines 13+00N and 21+00N.    In general, mineralized intersections obtained in this area consist of disseminated,    stringers and semi-massive sulphide zones rich in pyrrhotite-pyrite with chalcopyrite    and more locally sphalerite with hydrothermal alteration typically containing    anthophyllite, muscovite, sillimanite, diopside, cordierite and talc. This    alteration-mineralization system, which reminds classic pipes underlying volcanogenic,    massive sulphide deposits, is more developed at the level of lines 17+00N    and 18+00N. The best mineralized intersection comes from hole CN04-08 (L17+00N),    which intersected from 123.67 to 161.80 m a disseminated to semi-massive sulphide    zone that has graded 1.31% Cu, 12.63 g/t Ag, 0.59% Zn, 113 ppb Au over 38.13    m (real thickness estimated to over 20 m), including 2.02% Cu, 21.12 g/t Ag,    0.33% Zn, 170 ppb Au over 11.13 m. As for hole CN-04-09 (L18+00N) it has intersected    an alteration zone of more than 60 m thick, including a mineralized zone grading    0.51% Cu, 14.42 g/t Ag, 0.08% Zn, 147 ppb Au over 11.98 m. The other holes    drilled in that area have intersected narrower alteration and mineralization    zones (generally less than 10 m) but the alteration and mineralization system    remains open in all directions. It was traced towards south up to line 13+00N    (hole CN-04-10). Holes drilled further to the north between lines 19+00N and    21+00N have tested another EM conductors and have intersected horizons of    fine grain sediments (exhalite?) with pyrrhotite, pyrite and sphalerite locally    and very few alteration, interpreted as being the distal portion of the hydrothermal    system.

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Complete results from the winter 2004 drill program are available    in the technical report entitled **“Technical Report on the Coulon    Project – Winter 2004 Drilling Program”** available on    SEDAR (www.sedar.com).

Another exploration program was carried out in the summer of    2004 and included eight (8) holes (CN-04-18 to CN-04-25) as well as surface    work. Word conducted in the DOM NORD sector outlined a bimodal volcanic sequence    of more than 500 m thick, interpreted for now as a homoclinal sequence facing    towards the East. The sequence comprises mainly lava and felsic tuffs, porphyric    andesites, basalts, and diverse sedimentary assemblages. Two holes (CN-04-22    and CN-04-23) tested the vertical extension of lens 08, which was intersected    in the winter of 2004 by holes CN-04-08 (0.59% Zn, 1.31% Cu, 12.63 g/t Ag    and 113 ppb Au over 38.13 m), CN-04-15 (0.29% Zn, 1.29% Cu, 11.22 g/t Ag and    115 ppb Au over 12.27 m) and CN-04-12 (5.80% Zn, 0.23% Pb, 0.28% Cu and 19.95    g/t Ag over 1.9 m). In section 17N, hole CN-04-22 intersected (100 m vertically    under hole CN-04-08) an intense, 60-metre-thick alteration zone, but did not    contain any significant mineralization. In section 18N, hole CN04-23 intersected    to a vertical depth of 140 m (70 m under hole CN-04-12) a massive sulphide    zone grading 12.65% Zn, 1.54% Pb, 1.36% Cu, 125.31 g/t Ag and 0.3 g/t Au over    4.7 m. Lens 08 is open at depth and to the north.

Hole CN-04-25 in section 19N intersected a new zone of volcanogenic    sulphides called lens 09-25, which graded 2.91% Zn, 0.13% Pb, 1.12% Cu, 34.25    g/t Ag and 0.29 g/t Au over 21.8 m. Lens 09-25, located in the stratigraphic    sequence approximately 200 m above lens 08, correlates with an important alteration    zone intersected by hole CN-04-09 in the winter of 2004. No other hole tested    this new fertile horizon and lens 09-25 is open at depth and to the north.    Hole 25 also intersected another mineralized zone, which returned values of    2.28% Zn, 0.68% Pb, 0.14% Cu and 44.23 g/t Ag over 2.3 m. That zone represents    a third favourable contact and is located between the horizons hosting lenses    08 and 09-25. To date, three (3) stratigraphic horizons, fertile in volcanogenic    mineralization, were identified within the volcanic sequence of the DOM NORD    sector.

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A similar volcanic sequence was also outlined in the DOM sector.    Lens 16-17, which returned values of 9.94% Zn, 2.12% Pb, 0.73% Cu and 96.38    g/t Ag over 19.5 m in hole CN-04-17, is located near the base of the sequence    and holds a stratigraphic position similar to that of lens 08 of the DOM NORD    sector. The summer 2004 stripping program exposed at surface this massive    sulphide lens that graded 4.87% Zn, 0.38% Pb, 1.01% Cu and 57.1 g/t Ag over    15.6 m in channel. Holes CN-04-18 to 21 tested the extension of lens 16-17    to a vertical depth of 75 m between sections 3N and 5N. Hole 21 (section 3N)    and hole 19 (section 4N) intersected nice alteration zones but no significant    mineralization was developed. In hole 18 (section 4+50N), the favourable contact    zone contains a pegmatite intrusion of around 20 m thick. Hole 20 (section    5N) intersected the favourable contact without alteration or mineralization.    Despite the absence of mineralization to a depth of 75 m, this favourable    contact remains very promising because of the presence of Deep-EM anomalies    that were detected at depth to the south. Finally, the stratigraphic contact    that hosts lens 09-25 of DOM NORD sector is yet to be tested in the DOM sector    and represents an additional target.

Summer 2004 work program allowed tracing of the lateral extensions    of the fertile volcanic sequence over a distance of more than 12 km. Prospecting    led to the discovery of new mineralized showings with values anomalous in    base metal and many EM conductors remain unexplained within this favourable    sequence.

For complete drill results from the summer 2004 drill program    the reader is referred to the technical report entitled **“Technical    Report and Recommendations – Reconnaissance Program – Coulon Project    – November 2004”,** available on SEDAR (www.sedar.com).

*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 technical report entitled **“Technical Report    and Recommendations – Reconnaissance Program – Coulon Project    – November 2004”**, available on SEDAR (www.sedar.com).

*3.2.7 Sampling and analysis*

The reader is referred to the technical report entitled **“Technical    Report and Recommendations – Reconnaissance Program – Coulon Project    – November 2004”**, available on SEDAR (www.sedar.com).

*3.2.8 Exploration and development*

A new exploration program should begin in the winter of 2005    and will consist of Deep-EM and Max-min surveys to cover the extensions of    the fertile volcanic sequence besides a drill program aiming at testing in    more detail the DOM and DOM NORD as well as many other targets.     Expenditures for exploration work done by the Corporation are as follows:

- For the fiscal year ending May 31, 2004: $1,294,938    - For the fiscal year ending February 28, 2005: $4,194

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**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 project    is situated in the southwest portion of NTS 33H/05 at scale 1:50 000. It is    centred at coordinates UTM NAD-27 572000E et 5908000N. The property consists    of 90 map-designated, adjacent claims totalling 4,632 hectares. These claims    are held 100% by Virginia Gold Mines Inc.

*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 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 near 50% of the surface area of the property.    In general, there is no snow and lakes are 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 technical reported entitled**“Corvet Est – Survey    of geological mapping, trenching, geophysics and drilling reconnaissance –    June-October 2004",** available on SEDAR (www.sedar.com).

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*3.3.5 Exploration and Drilling*

A block of 13 claims was acquired as a result of a prospecting    and regional reconnaissance program conducted in the summer of 2002, which    exposed many rock samples anomalous in gold (500 ppb – 3 g/t Au) within    the volcanic sequence in the Corvet Est area. Subsequent prospecting work    performed in the summer of 2003, led to the discovery at surface of two new    significant auriferous structures called the Contact and Marco zones.

The Contact zone consists of a silica-altered geological contact    mineralized with disseminated arsenopyrite (<10%), which was followed laterally    over more than one kilometre. Mineralisation of a metric thickness returned    values of up to 30 g/t Au in selected samples and of up to 6.74 g/t Au over    2 m in channels.

The Marco zone, located more than one kilometre NE, was followed    laterally over about 220 m and consists of metric to plurimetric zones of    arsenopyrite disseminations (< 5%) within altered felsic volcanics (microcline,    biotite, tourmaline, garnet, magnetite, sericite). Mineralization has returned    values varying from 2.7 to 56 g/t Au in selected samples and up to 3.79 g/t    Au over 5.2 m in channels. Following these results, 75 new claims were added    to the property.

These results justified the December 2003 program of line cutting    (68.8 km), MAG surveys (68.8 km), and IP surveys (33.9 km). A drill program    of 21 holes (2,499 m) was conducted in the winter of 2004 in order to test    mainly the Contact and Marco zones. A total of 9 holes (CE-04-01 to CE-04-06,    CE-04-18, CE-04-19 and CE-04-21) have tested the Marco zone over a lateral    distance of approximately 200 m and to a vertical depth of 130 m. All these    holes have intersected the Marco zone, a plurimetric to decametric structure    hosting several zones of finely disseminated sulphides (up to 10% arsenopyrite-pyrite-pyrrhotite)    associated with a felsic rock highly altered with microcline, tourmaline,    garnet, biotite, magnetite, and sericite. The Marco zone, N325o oriented    and dipping 80-85o towards north, is open in all directions. 

The best intersection in the Marco zone comes from hole CE-04-18,    which has intersected 5.12 g/t Au over 13.4 m (true thickness of 8 m), including    7.04 g/t Au over 8 m (true thickness of 4.8 m) to a vertical depth of 130    m. Hole CE-04-02 has also returned very interesting results with an intersection    grading 10.21 g/t Au over 3 m (true thickness of 1.8 m). Other holes have    returned anomalous to subeconomic gold values over plurimetric to decametric    thicknesses. The Marco zone is associated with a magnetic anomaly followed    over more than 3 km laterally on the property. Hole CE-04-16 has tested this    anomaly about 700 m west of the Marco zone. This hole has intersected a zone    of mineralization and alteration very similar to the Marco zone, which has    graded 1.32 g/t Au over 7.75 m.

A total of 9 holes (CE-04-08 to 15 and CE-04-20) have tested    the Contact zone over a lateral distance of 2.3 km. These holes all have intersected    the Contact zone, a metric to plurimetric, gold-bearing structure developed    within a sequence of basalts and biotite schists, injected with thin QFP dykes.    Mineralization consists of arsenopyrite and pyrite disseminations (<10    %) and is associated with intense alterations of biotite, microcline and garnet.    The best gold intersection was obtained in hole CE-04-14 (L13+25E), which    has graded 10.29 g/t Au (cut) over 4.75 m. Promising results were also obtained    on line 5+25E, more than 800 m west of hole CE-04-14. The best intersection    on this line is in hole CE-04-11, which has graded 5.49 g/t Au (cut) over    6.0 m, including 9.25 g/t Au (cut) over 3.2 m. The two other holes drilled    on the same section have also returned interesting results: 1.23 g/t Au over    5.6 m (CE-04-10) and 15.79 g/t Au over 1 m (CE-04-20). Holes CE-04-08 and    09 (L2+20E), CE-04-12 and 13 (L7+00E) and CE-04-15 (L25+70E) have also intersected    the Contact zone but have returned subeconomic values over metric intervals.    The Contact zone is associated with a linear IP anomaly that extends towards    east and west on both sides of its drill-tested portion. Two other holes were    drilled outside of the known mineralized zones. Hole CE-04-17 was testing    an IP anomaly situated south of the Marco zone. Another horizon of less deformed,    mineralized dacite was intersected (1.23 g/t over 1 m). Hole CE-04-07 had    as a target a strong IP anomaly associated with a high MAG located to the    northeast limit of the grid. The hole intersected metasediments containing    up to 40% pyrrhotite and graphite. No significant values were obtained.

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For complete drill results the reader is referred to the technical    report entitled **“Technical Report and Recommendations 2003,    Work Campaign and Winter 2004 Drilling Program – Corvet Est”**available    on SEDAR (www.sedar.com).

Another exploration program was carried out from June 13 to    October 25, 2004. Work consisted of basic prospecting, geological mapping,    mechanical stripping, selective geochemical sampling and channel sampling,    line cutting (35.8 km), MAG surveys (38.4 km) and induced polarisation (16.5    km) as well as drilling. During the prospecting, a total of 501 selected samples    were collected for analysis. Best intersections in channel in the Marco zone    were 7.82 g/t over 3 m (TR-CE-04-09) and 3.79 g/t over 5.2 m (TR-CE-03-09).

In the fall of 2004, copper and molybdenum mineralization were    also exposed in the north part of the property. Mineralization is concentrated    in an area of 0.7 km par 3 km to the southwest border of a tonalitic intrusion.    Mineralization is associated with veins and fractures having multiple orientations    (N010o, N030o, N250o, N300o, et N340o. It is constituted of molybdenite (tr-15%),    chalcopyrite (tr-3%), pyrite (tr-1%) and malachite. Values obtained from grab    samples reach 4.21% Mo (sample 18905) and 1.57% Cu, 55 g/t Ag and 0.2 g/t    Au (sample 18902). Best intersection in channel is 1.06% Mo, 0.24% Cu, 23.5    g/t Ag and 72ppb Au over 1 m (TR-CE-04-46). 

In the summer and fall of 2004, Virginia completed a drill program    of sixteen (16) holes (CE-04-22 to CE-04-37) totalling 3,186 m. Eight (8)    additional holes (CE-04-22 to CE-04-25, CE-04-31, CE-04-32, CE-04-33 and CE-04-36)    tested the Marco zone between levels –125 and –200 m. All holes    intersected the auriferous structure and many sub-economic to economic intersections    were obtained. Best results were 2.10 g/t Au over 46.0 m, including 4.50 g/t    Au over 10 m (CE-04-23), 6.81 g/t Au (cut) over 4.8 m (CE-04-22), 2.14 g/t    Au over 25.3 m (CE-04-32), 2.33 g/t Au over 11.7 m (CE-04-31) as well as 1.59    g/t Au over 13 m including 5.91 g/t Au over 2 m (CE-04-24). The Marco zone    is associated with a magnetic anomaly followed over a lateral distance of    more than 3 km on the property. Three (3) new holes (CE-04-34, CE-04-35 and    CE-04-37) tested the lateral extensions of this magnetic anomaly. Hole CE-04-34    intersected an altered zone similar to the Marco zone, with many mineralized    intervals, including 2.60 g/t Au over 5 m, 2.56 g/t Au over 3 m and 3.53 g/t    Au over 4 m. This hole, located more than 700 m west of the Marco zone, was    testing the vertical extension of an intersection that graded 1.32 g/t Au    over 7.75 m in hole CE-04-16 in the winter of 2004. Hole CE-04-35, located    400 m west of the Marco zone, intersected a mineralized zone grading 4.99    g/t Au over 2 m. Hole CE-04-37, located 2 km east of Marco, has not intersected    the mineralization.

Furthermore, five (5) holes (CE-04-26 to CE-04-30) were drilled    in the contact zone to test the extensions of the intersections obtained in    the winter of 2004 in holes CE-04-14 (10.29 g/t Au over 4.75 m) and CE-04-11    (5.49 g/t Au over 6 m). Basically, the new holes intersected thinner intervals    with grades varying from 1.01 to 11.81 g/t Au. 

For complete drill results the reader is referred to the technical    report entitled **“Corvet Est – Survey of geological mapping,    trenching, geophysics and drilling reconnaissance – June-October 2004”**,    available on SEDAR (www.sedar.com).

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*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 technical report entitled **“Corvet Est –    Survey of geological mapping, trenching, geophysics and drilling reconnaissance    – June-October 2004”,** available 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*

There is no exploration program planned on the property in the    winter of 2005 but work should resume in the summer of 2005, including geological,    geochemical and geophysical (Mag) surveys as well as diamond drilling.

Expenditures for exploration work done by the Corporation are    as follows:

- For the fiscal year ending May 31, 2004 $666,432    - For the fiscal year ending February 28, 2005 $ 1,130,233

**3.4 Lac Eade Property**

*3.4.1 Description and Location of the Project*

The Lac Eade project is located in the James Bay territory,    380 km north of Chibougamau City, 240 km east of Radisson, and 50 km southwest    of the LG 4 complex, in NTS sheets 33G/07, 33G/08, 33H/04 and 33H/05. The    property is split in two by the Corvet property, which is also owned by Virginia    and located east of Corvette Lake. The property consists of 383 mining titles    covering a surface area of 19,603 hectares (100% Virginia) and is free of    all liens and obligations.

*3.4.2 Accessibility, Climate, Infrastructure, and Physical    Geography*

The project is accessible by the James Bay road (paved) up to    kilometre marker 544, where we take the Trans-Taïga road (gravelled)    up to the Cargair floatplane base at kilometre marker 280. From Cargair base,    the property is accessible by floatplane approximately 50 km to the southwest.

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*3.4.3 History*

First work in the area consisted of a geological reconnaissance    carried out by the Geological Survey of Canada at a scale of 1:1 000 000 by    Eade in 1966. Then we note work executed by the Quebec Ministry of Natural    Resources, which undertook programs of geological mapping at the scale of    1:100 000 by Sharma in 1977 and Hocq in 1985.

In the seventies, work was carried out by the Groupe minier    SES and by the Société de Développement de la Baie James    and consisted mainly of prospecting for uranium. In the Lac Eade property    area, work consisted of geochemical sampling of lake bottom sediments and    of testing of some anomalies resulting from this sampling.

Virginia and STG undertook prospecting and geological reconnaissance    during the last years. Work carried out led to the discovery of several showings    and to the staking of Poste Lemoyne and Poste Lemoyne Extension properties,    located westernmost of the Lac Eade area and the Corvet Est property, which    splits the area in two.

*3.4.4 Geological Setting*

The Lac Eade property is located in the north-eastern region    of the Superior Geological Province. The property covers thin mafic to locally    intermediate volcano-sedimentary belts at the contacts between the La Grande    and Opinaca sub-provinces.

The main lithostratigraphic units of the area are from south    to north: the Laguiche group, which is a biotite paragneiss often injected    with pegmatite; volcano-sedimentary belts varying from hundreds metres to    2 km, mainly composed of amphibolitic basalts with local sediment horizons    often metamorphosed (biotite paragneisses and conglomerates), bands of iron    formations (oxide facies and silicate) often injected by pegmatites and the    tonalitic basement. 

According to the interpretation of Gauthier and al. (1997),    the contact between the Opinaca and La Grande sub-provinces lies between the    sediments of the Laguiche and the tonalitic basement. The volcano-sedimentary    belts are near the contact or at this contact but included in the Opinaca    sub-province.

For more details on the geological setting of the property,    the reader is referred to the technical report entitled **“Lac    Eade – Summer 2004 Geological Reconnaissance – February 2005”**,    available on SEDAR (www.sedar.com).

*3.4.5 Exploration Work*

Following Virginia’s work on the Corvet Est, Poste Lemoyne    and Poste Lemoyne Extension properties, it turned out that the Lac Eade area    is the host to a very interesting metallogenic potential. As a result, a geological    reconnaissance program was initiated in the summer-fall of 2004 and consisted    of geological traverses, trenching, channel sampling and mapping as well as    prospecting using a Beep-Mat in order to find new mineralized showings. During    this program, 4 new gold showings (grading more than 1 g/t) and a copper showing    were discovered.

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*3.4.6 Mineralization*

Eade-1 Showing: The Eade-1 showing is located approximately    8 km to the west of Corvette Lake. A selected sample returned 1.03 g/t Au.    In phase 2, following manual stripping and channel sampling, grades of 1.40    g/t Au over 2.7 m were obtained. Selected samples (1.36 and 0.92 g/t Au) confirm    the lateral extension of this showing over more than 300 m. Geologically this    showing seems to be at the contact between basalt and andesites. The mineralized    zone is made up of semi-massive to massive sulphides (pyrrhotite and pyrite).    Graphite is also present. This showing also corresponds to a Beep-Mat conductor    (electromagnetic), which was followed laterally over more than 400 m with    widths varying from 2 to 10 m.

Eade-2 Showing: The Eade-2 showing is located 1,200 m south    of the Eade-1 showing. In the first work phase, selected samples returned    2.95 and 1.15 g/t Au. Unfortunately, the best grade obtained in channel in    this sector returned only 0.13 g/t Au over 1 m. Mineralized zones are frequent    (many rusted zones) and consist mainly of pyrite, arsenopyrite and pyrrhotite.    This mineralization is followed sporadically over nearly 2 km and seems conformable    to the stratigraphy according to an east-west axis. This mineralized axis    is also hosting the Eade-3 showing.

Eade-3 Showing: The Eade-3 showing is a copper showing that    graded 3.1% Cu. The showing is located 950 m west of the Eade-2 showing, in    the same mineralized axis. The showing corresponds to a quartz vein in a silicified    fractured zone (metric), enclosed in paragneisses. Mineralization consists    of 5 to 10% chalcopyrite and possibly contains traces of malachite and covelite.

Eade-4 Showing: The Eade-4 showing is located 35 km southeast    of Corvette Lake. A grade of 3.67 g/t Au in a felsic dyke was obtained in    the first work phase. However, the best channel returned only 25 ppb Au over    1 m. The area shows a swarm of felsic dikes that intrudes the volcanics near    the contact with the paragneisses of the Laguiche Group.

Eade-5 Showing: This showing is located approximately 3.5 km    SSW of Brune Lake. A grade of 3.33 g/t Au was obtained in sheared basalts    with disseminations of sulphides during the first phase of work. This grade    was confirmed since 5 samples were collected along a lateral axis of 70 m    and returned values varying between 0.41 and 5.18 g/t Au in analysis.

*3.4.7 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.

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. Repeats are carried out on    mineralized intersections of interest and on the majority of the samples containing    1 g/t Au or more. 

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*3.4.8 Exploration and Development*

There is no exploration program planned on the property for    the winter of 2005 but work should resume in the summer. The main recommendation    is to carry out a detailed MAG-EM airborne survey to precise the mapping (iron    formations, intrusions, ultramafic lavas, and volcanic belts) and to identify    new mineralized showings while characterizing the ones already known.

Ground reading grid as well as additional prospecting and mapping    is planned in the areas of showings having a geophysical signature.

Expenditures for exploration work done by the Corporation are    as follows:

- For the fiscal year ending May 31, 2004 $1,975    - For the fiscal year ending February 28, 2005 $ 116,159

**3.5. MegaTEM and MegaTEM III Properties**

*3.5.1 Property Description and Location*

The MegaTEM project stemmed from a strategic alliance allowing    Virginia and Noranda Inc. to carry out significant airborne geophysical surveys,    using the new MegaTEM technology. This technology, developed by Noranda and    Fugro Airborne Surveys, the largest supplier of airborne geophysical services    worldwide, allows the detection of polymetallic deposits deeper (up to a depth    of 250 m) than any other known airborne methods.

Pursuant to two agreements executed in June and December 2001,    Noranda subscribed for two private placements in Virginia, resulting in an    investment by Noranda of $1.45 million at a price of $1.50 per common share.    The net proceeds allowed the completion of six MegaTEM airborne surveys, covering    5,570 km2 in northern Quebec. Through these private placements Noranda was    granted the right to earn a 55% interest in any targets generated by this    work program. Noranda has since transferred (December 2001) its interest in    these two agreements to its affiliate Novicourt Inc. (60% owned by Noranda).    In August 2002 a third agreement was signed between Virginia and Novicourt    and four new airborne surveys, covering a surface area of 3,493 km2, were    carried out based on a ratio of 51% for Novicourt and 49% for Virginia. Noranda    remains the operator of the project and retains the right to buy back 35%    of Novicourt’s interest on any major discovery (> 10 million tonnes)    resulting from the strategic alliance.

*3.5.2 Location of Properties*

Ten different regions of Abitibi were flown with the MegaTEM    system. Six of them were done in the scope of the JV-1 agreement and the four    others under the terms of the JV-2 agreement. Further to these surveys many    properties were acquired to protect the best targets. At the end of February    2005, agreements from the MegaTEM JV-1 consisted of 882 claims for a total    of 32,424 hectares while the agreements from the MegaTEM JV-2 consisted of    463 claims totalling 18,938 hectares.

*3.5.3 Previous Work*

Properties retained in the scope of the MegaTEM JV-1 and JV-2    are located in areas where the exploration work was of low to moderate density.    An exhaustive compilation of previous work allowed the exclusion of several    MegaTEM anomalies that had already been tested by drilling. It is important    to mention that new conductors were outlined by MegaTEM surveys. Very often    these conductors turn out to be new exploration targets free of any known    previous work.

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*3.5.4 Regional Geological Setting*

Airborne surveys ensuing from the MegaTEM JV agreement covered    an important portion of the Abitibi greenstone belt. This belt (dating back    from 2,73 to 2,69 My) is part of the Archean Craton of the Superior Province    and produces important base metals. It is the most important, known Archean    greenstone belt. The tectonotratigraphic assemblage of the Abitibi belt consists    in a structural repeat of back-arc and primitive island arc volcanic centres    intruded by numerous synvolcanic plutons. The belt contains giant volcanogenic    massive sulphide deposits (Kidd and Horne) and many other world-class deposits    such as Matagami-Lake, Louvicourt, LaRonde and Selbaie. These deposits are    developed within different volcanic centres varying from deep-water, bimodal    (mafic-felsic) environment, dominated by lava flows, to felsic intermediate    environment dominated by pyroclastic rocks.

*3.5.5 Exploration Work and Drilling*

Between June 2004 and February 2005, 30 location grids totalling    close to 300 km of lines were cut on the different properties in order to    cover targeted MegaTEM anomalies. These grids were then covered by ground    geophysics including mag and electromagnetic surveys (Max-Min type on 3 grids)    and large-loop time-domain electromagnetic surveys (TDEM or DeepEM on 27 grids).

In the same period, 23 holes totalling 6,873 m were drilled    on many selected MegaTEM anomalies. Around 1,187 samples were collected in    these holes, of which 251 were sent for rock assays and 936 for economic assays.    All these holes were the object of a down-hole electromagnetic survey (PulseEM).

Since the beginning, 161 holes totalling 36,744 m have been    drilled to test the MegaTEM anomalies. Most anomalies were explained by the    presence of conductive barren sulphides (Po-Py) but work allowed the identification    of some little-explored areas presenting a good potential for volcanogenic    massive sulphide deposits (VMS).

In the Selbaie West area, two holes were recently drilled in    the sector of the Ruisseau Puiseaux, which was outlined by a detailed compilation    of the region located south of the old Selbaie mine. Favourable rocks highly    altered and often mineralized in copper and zinc were outlined over more than    4 km. Very limited drilling is reported along this horizon covered by more    than 20 m of overburden. Mineralization intersected in the past is weakly    magnetic and not conductive. Holes PUI-05-01 and PUI-05-02, 800 m spaced,    were drilled in this horizon. PUI-05-01 intersected highly altered rocks and    a zone mineralized in copper (0.45% Cu over 21.8 m including 1.10% Cu over    3.8 m). PUI-05-02 also intersected altered rocks but less mineralization (0.19%    Cu over 22 m). This sector has great potential for the discovery of a sulphide    deposit of volcanogenic origin. It is of great interest and will be the object    of additional work in 2005.

In the area of BER-101 (from West Amos survey) eleven holes    outlined two parallel zones, more or less anomalous in Cu and Zn, located    in felsic units very much altered. Both zones (North and South) are 100 m    apart. They are approximately 30 m x 200 m and could be followed over close    to 600 m at depth. They returned anomalous intersections including 0.47% Zn,    0.06% Cu, 0.08% Pb and 30.5 g/t Ag over 38.9 m, 0.70% Zn over 27.8 m and 0.60%    Zn – 0.15% Pb – 29.8 g/t Ag over 43 m. The last holes (BER-101-04-10    and 11) did not intersect significant mineralized zones. 

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A sedimentary horizon highly anomalous in Zn-Pb was also identified    in the area of the LEM-01 anomaly from East Normétal survey. This horizon    of sediments sometimes graphitic and containing fine pyrite and disseminated    sphalerite returned 0.31% Zn, 0.07% Pb over 21 m (best value 2.28% Zn over    1 m). This mineralized horizon is part of an extended conductor that can be    followed over more than 3 km. Some additional holes were drilled but they    didn’t intersect significant mineralization. 

For work results the reader is referred to the technical report    entitled **“Rapport d’exploration minière, Projets    MegaTEM JV1 et JV-2, Campagne 2004-2005 – Entente Novicourt-Virginia-Noranda”**,    available on SEDAR (www.sedar.com).

*3.5.6 Analysis*

Around 1,187 samples were collected in drilling, of which 251    for whole rock assays and 936 for economic analysis. Major elements (whole    rock) were analyzed by the XRF method while economic samples were analyzed    by the ICP method (Induced Coupled Plasma). All samples were prepared and    analyzed by the ALS Chemex / Chimitec of Val d’Or.

*3.5.7 Exploration and Development*

Numerous MegaTEM targets were drilled in several places in Abitibi.    Most of them were explained by the presence of barren conductive mineralization.    However, areas with high potential of discovery were identified south of the    Selbaie mine (the Ruisseau Puiseaux area), west of the Estrades mine (the    Casa-Berardi area), east of Chicobi high-temperature rhyolites (West-Amos    area) and east of the Vendôme mineral deposit (Courville sector). A    follow-up consisting of ground geophysics, prospecting and drilling will be    done in these areas in 2005.

Expenditures for exploration work done by the Corporation are    as follows:

- For the fiscal year ending May 31, 2004: $510,255    - For the fiscal year ending February 28, 2005: $210,848

**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 May 6    2005, 44,648,078 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 are 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.

**Trading Price and Volume**    The table below represents the variations in the stock price during the nine-month    period ended February 28, 2005:
| 2004      | Low ($) | High ($) | Volume (#) |
|-----------|---------|----------|------------|
| June      | 0.93    | 1.18     | 580,866    |
| July      | 1.10    | 1.27     | 525,635    |
| August    | 1.12    | 1.60     | 1,828,559  |
| September | 1.43    | 1.78     | 1,931,212  |
| October   | 1.72    | 2.34     | 4,703,690  |
| November  | 2.11    | 3.47     | 8,632,314  |
| December  | 2.69    | 4.17     | 4,925,963  |
| 2005      |
| January   | 3.33    | 3.88     | 2,987,078  |
| February  | 3.10    | 4.49     | 6,846,277  |
| TOTAL     |         |          | 32,961,594 |

**ITEM VII – ESCROWED SECURITIES**

Pursuant to an escrow agreement dated January 29, 2004 (the    “Escrow Agreement”) between the Company, CIBC Mellon Trust Company    and Paul Archer, Michel Cyr, Jean Descarreaux, Knorr Capital Partner Inc.,    André Gaumond and Claude St-Jacques (collectively the “Securityholders”),    the parties agreed to modify the release conditions of the 369,877 common    shares still escrowed in favour of the Securityholders in order to provide    for an eighteen (18) month release schedule as contemplated by Part VIII of    National Policy 46-201 entitled Escrow for Initial Public Offerings. As at    the date hereof, the following common shares remain escrowed:
| **Securityholder**   | **Number of shares** |
|----------------------|----------------------|
| André Gaumond | 80,597               |
| Paul Archer          | 5,123                |
| Jean Descarreaux     | 2,083                |
| Claude St-Jacques    | 2,083                |
| Michel Cyr           | 2,083                |
| Knorr Capital        | 500                  |
| **TOTAL**            | **92,469**           |

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 Pursuant to the Escrow Agreement, the remaining 92,469 escrowed    shares are to be released on August 6, 2005 in favour of the Securityholders.

**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.

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.

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**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.

**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    current 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.

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**8.7 Dependence on Management**

The Corporation is dependent on certain members of management,    particularly its President and its Vice-president. 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 Majescor 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.

**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 the date hereof.

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| ****

**Name and residence**

****                   | **Principal occupation**                                                                                                                                                                                                           | **Director or Officer            since** |
|------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------|
| André Gaumond 

 Lac Beauport (Quebec)        | President and CEO 

 of the Company                                                                                                                                                                                                | June 1996                                |
| Paul Archer 

 St-Augustin-de-Desmaures (Quebec)     | Vice-President, Exploration            and Acquisitions, for the Company                                                                                                                                                           | June 1996                                |
| André Lemire (1) (2) 

 Montreal (Quebec)     | President of LemVest Capital            Inc.                                                                                                                                                                                       | June 1996                                |
| Claude St-Jacques (1) (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 services | June 1996                                |
| Edmond Legault (1) (2) 

 St-Sauveur (Québec) | Mining Consultant                                                                                                                                                                                                                  | November 2004                            |
| Gaétan Mercier 

 Beauport (Québec)    | CFO of the Company                                                                                                                                                                                                                 | June 1996                                |

(1) Member of the Audit Committee      (2) Member of the Remuneration Committee

**9.1 Biographical Notes**

**André Gaumond** is President and Chief Executive      Officer and Director of the Corporation since June 1, 1996. 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.

**Paul Archer** is Vice-President, Exploration and Acquisitions      and Director of the Corporation since June 1, 1996. 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.

**André Lemire** is Director of the Corporation since      June 1, 1996. 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 Montréal Stock Exchange for the period of 1994      to 1996. He is currently President of LemVest Capital Inc.

**Claude St-Jacques** is Director of the Corporation since      June 3, 1996. 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.

**Edmond Legault** 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, 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. 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. and      Controller and Secretary of Exploration Azimut Inc. (“Azimut”).      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 May 6, 2005, the Directors and Officers of the Company collectively      hold, directly or indirectly, or exercise control over 962,863 common shares      of the Company, representing 2.16% of the Company’s shares issued      and outstanding.

**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      holds or exercises control over 698,032 common shares of the Company (approximately      1.56% of the Company’s shares issued and outstanding). The information      regarding the compensation received by Mr. Gaumond for the nine-month period      ended February 28, 2005 can be found in the Company’s Information      Circular which was sent to shareholders in connection with the annual shareholders      meeting of the Company to be held on June 21, 2005. A copy of the Information      Circular can be found at www.sedar.com.

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**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 Claude St-Jacques, André      Lemire 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. Claude St-Jacques obtained his degree in Business Management and Public      Relations from the Laval University in Québec City. He has no other      relevant education but his several years of experience (from 1984 to 2004)      as President of Vior S.E.M., a mining exploration company, and his sitting      on boards of different companies give him relevant experience to be a member      of 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 2005 and 2004. 
| **Services**       | **2005**            | **2004**            |
|--------------------|---------------------|---------------------|
| Audit fees         | $ 30,600            | $ 27,750            |
| Audit-related fees | -                   | -                   |
| Tax fees           | $ 2,750             | $ 9,400             |
| All other fees     | $ 1,558             | $ 13,068            |
| **TOTAL**          | **$****34,908****** | **$****50,218****** |

**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 to be 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, Quebec      H3A 2A6

Tel.: (514) 285-3600      Fax: (514) 285-3640

**ITEM XV – MATERIAL CONTRACTS**

Over the fiscal year ended on February 28, 2005, the Corporation entered      into the following material contracts, which were exceptional to its normal      activities:

Shareholders Right Plan, available on SEDAR (www.sedar.com).

**ITEM XVI – ADDITIONAL INFORMATION**

In connection with the filing of this Annual Information Form (“AIF”)      dated May 27, 2005, 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

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 presented in the Corporation’s      Annual Report for the year ended February 28, 2005. The Circular and the      Annual Report 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**

**AUDIT COMMITTEE CHARTER**

 

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**1. GOALS AND GENERAL OBJECTIVES**

The Audit Committee assists the Board in meeting its managerial responsibilities.      Its principal role is to review the Company’s audited annual financial      statements and recommend their approval to the Board of Directors. In exercising      its functions, the Committee maintains good relations with the Board of      Directors and management, as well as with the internal and external auditors.

**2. POWERS**

The Board authorizes the Audit Committee, within the scope of its responsibilities,      to do the following:

i) Ask for information when needed of:

- all employees (and all employees are directed to cooperate when the Committee      makes a request);       - third parties. 

ii) Obtain legal or other counsel from outside professionals;

iii) Invite, when deemed necessary, the directors of the Company to participate      in meetings. 

**3. ORGANIZATION**

*Members*

3.1 The Audit Committee is comprised of three (3) members, all of whom      do not hold any direct management position within the Company;

3.2 The majority of members must be independent of management;

3.3 All members must be financially literate. Furthermore, at least one      member of the Audit Committee must have accounting or related experience      in a financial domain such as having held a position in finance or financial      management or having been the head of an organization or having had an upper      management position that included responsibility for financial matters.

3.4 The mandate of the members is for one year, automatically renewable,      unless otherwise instructed or upon resignation. 

3.5 Quorum for all meetings will be two members;

3.6 The secretary of the Audit Committee will be the Company secretary      or any other person nominated by the Committee. 

*Attendance in meetings*

3.7 If deemed necessary, the audit committee may invite other people (such      as the Chief Executive Officer, the Treasurer and the head of the internal      audit committee) to participate in the meetings. 

3.8 The internal and external auditors are invited, when appropriate, to      present their reports before the Audit Committee;

3.9 The Committee will meet at least two times per year either telephonically      or by other means, once to approve the audit plan and the fees proposed      by the auditor, and again to approve the annual financial statements. Special      meetings may be held when needed either telephonically or by other means.      The internal and external auditors may convene the members if deemed necessary      either telephonically or by other means. 

3.10 Brief minutes of each meeting must be recorded. 

**4. ROLES AND RESPONSIBILITIES**

The Audit Committee, with the support of Virginia’s management: 

4.1 supervises the process of dissemination of the financial information      of the Company; 

4.2 reports periodically to the Board of Directors the results of examination      of the business and makes recommendations; 

4.3 establishes methods to ensure the independence of the external auditor,      namely :

i) reviews management’s recommendations with regards to the naming      of the external auditors;

ii) ensures that the external auditor operates independently from the Board      and the Audit Committee;       iii) examines and approves the conditions of the mission of the external      auditor, the justification of the anticipated fees for the audit as well      as fees as yet unpaid;

iv) when a change of auditors is foreseen, examine all questions related      to this change, notably those relative to information that must contain      a notice of change of auditor required by General Instruction C-31 and the      steps that must be followed to permit an orderly transition; 

v) whether or not a change in auditors is foreseen, examine systematically      the events to declare conforming to General Instruction C-31 (disagreements,      questions out of order and consultations).

4.4 The Audit Committee, with the support of Virginia’s management,      establishes the means of the audit and the disclosure of the financial information,      in particular:

i) The instigation of an internal control system, surveillance of the system’s      application and the verification of the accuracy of the financial information      to be divulged; 

ii) examines the mandate of the auditor and ensures that no restrictions      or limits are unduly imposed; 

iii) reviews the audit with the external auditor and management; 

iv) examines, along with management and the external auditor, proposed      changes relative to general accounting principles, 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;

v) 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;

vi) questions the external auditor about the integrity of the numbers and      not only of their conformity to accounting standards;

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) reviews the quarterly financial statements before their publication;

xi) examines all the financial documents, in particular the prospectus,      the annual reports and the annual notice before their publication; 

xii) examines the external auditor’s evaluation of internal controls      as well as the response of management;      xiii) reviews the treasurer’s reports, management’s response      and the actions taken in reaction to the recommendations;

xiv) 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. 

**5. RELATIONSHIP BETWEEN THE AUDIT COMMITTEE AND THE EXTERNAL AUDITOR**

5.1 The Audit Committee has the general responsibility of selecting the      external auditor and recommending such to the Board of Directors. The nomination      will be put forward for approval to the shareholders at the annual meeting.    

5.2 The Audit Committee must ensure the independence of the external auditor      and communicate its conclusions to the Board of Directors. It could recommend,      if required, the dismissal of the external auditor.

5.3 The external auditor is accountable to the Board of Directors and the      Audit Committee.

5.4 The Audit Committee 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.

**6. SERVICES INCOMPATIBLE WITH THE INDEPENDANCE OF THE EXTERNAL AUDITOR**

6.1 So that some services provided by the auditor are not incompatible      with their independence or the appearance of such independence, the Company      is not allowed to engage the services of the auditor in the following capacities:

i) estimation services, where the estimate is tied to questions that are      pertinent to the financial statements that is the subject of audit or examination,      and includes a higher degree of subjectivity;

ii) some financial activities of the company that could lead to unacceptable      actions followed by risk associated with the representation or internal      checking.