UNITED
STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C.  20549



FORM 20-F

(Mark One)



[
]

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



OR



[X]

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



For
the fiscal year ended September 30, 2005



OR



[
]

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



For
the transition period from  to



Commission file number:
000-23650



CDG Investments Inc.



(Exact name of
Registrant as specified in its charter)



CDG Investments Inc.



(Translation of
Registrant's name into English)



ALBERTA, CANADA



(Jurisdiction of
incorporation or organization)



#500 - 926 - 5th AVENUE,
S.W., CALGARY, ALBERTA, T2P 0N7



(Address of principal
executive offices)



Securities registered or to be
registered pursuant to Section 12(b) of the Act.



None



Securities registered or to be
registered pursuant to Section 12(g) of the Act.



Common shares without
nominal or par value



(Title of Class)



Securities for which there is a
reporting obligation pursuant to Section 15(d) of the Act.



None



Indicate the number of outstanding
shares of each of the issuer's classes of capital or common stock as of the
close of the period covered by the annual report.



34,753,172 common shares
as at September 30, 2005.





2







Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

Yes
   XX   No





Indicate by check mark
which financial statement item the registrant has elected to follow.



Item
17XX   Item 18





---



PART I



In this Annual Report, unless the
context indicates otherwise, the "Company" refers to CDG Investments
Inc. ("CDG") and all direct and indirect subsidiaries.  The
consolidated financial statements and financial information stated herein
include the accounts of the Company and all direct and indirect subsidiaries.



Glossary of Terms



In addition to the
terms defined in the 2005 Annual Report, certain terms used throughout this
annual report are defined below:

|                                      |                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|"Affiliate"                           | One who, directly
      or indirectly, either controls, is controlled by or is under common
      control with, the specified person or entity.                                                                                                                                                                                                                               
|"CDG"                                 | CDG Investments
      Inc.                                                                                                                                                                                                                                                                                                                                                    
|"g/T"                                 | Grams per metric
      tonne.                                                                                                                                                                                                                                                                                                                                                 
|"kimberlite"                          | The host rock for
      diamonds.  An alkalic peridotite containing abundant phenocrysts of
      olivine (commonly altered to serpentine or carbonate) and phlogopite
      (commonly chloritized), in a fine-grained groundmass of calcite,
      second-generation olivine, and phlogopite; with accessory ilmenite,
      serpentine, chlorite, magnetite, and perovskite.
|"mineralization"                      | A natural
      aggregate of one or more valuable minerals.                                                                                                                                                                                                                                                                                                                   
|"net profit
      interest", or "NPI" | A specified
      percentage of the entire proceeds received from a mine's production less
      capital costs, labour and materials for the mining and treating of ore.
       Costs also usually include transportation to the point of sale,
      geological, assaying and local overhead expenses.                                                                       
|"operator"                            | The party in a
      joint venture which carries out the operations of the joint venture,
      subject at all times to the direction and control of the management
      committee.                                                                                                                                                                                          
|"ore"                                 | A natural
      aggregate of one or more minerals which may be mined and sold at a profit.                                                                                                                                                                                                                                                                                    
|"QA/QC"                               | Quality
      assurance/quality control.                                                                                                                                                                                                                                                                                                                                      
|"SEDEX"                               | Sedimentary
      exhalative deposit.                                                                                                                                                                                                                                                                                                                                         
|"ppm"                                 | Parts per
      million.                                                                                                                                                                                                                                                                                                                                                      
|"ton"                                 | Short ton (2,000
      lb.).                                                                                                                                                                                                                                                                                                                                                  
|"tonne"                               | Metric tonne
      (2,204.6 lb. or 1,000 kg.).                                                                                                                                                                                                                                                                                                                                
|"tonnage" and
      "grade"           | The quality of
      ore reserves and the amount of gold and silver (or other products)
      contained in such reserves and include estimates for mining dilution but
      not for other processing losses.                                                                                                                                                                 



3

---

|         |                                    
|-------- | -----------------------------------
|"VLF-EM" | Very low frequency-electromagnetic.
|         |                                    
|"VMS"    | Volcanogenic massive sulfide.      



Conversion Table



In
this annual report both Imperial and metric measures are used with respect to
mineral properties located in Canada.  Conversion rates from Imperial
measure to metric and from metric to Imperial are provided below:



|Imperial
      Measure        | Metric
      Unit | Metric
      Measure
      = | Imperial
      Unit     
|----------------------------- | ----------------- | ---------------------------- | ------------------------
|2.47 acres                    | 1 hectare         | 0.4047 hectares              | 1 acre                  
|3.28 feet                     | 1 metre           | 0.3048 metres                | 1 foot                  
|0.62 miles                    | 1 kilometre       | 1.609 kilometres             | 1 mile                  
|0.032 ounces
      (troy)     | 1 gram            | 31.1 grams                   | 1 ounce (troy)          
|1.102 tons
      (short)      | 1 tonne           | 0.907 tonnes                 | 1 ton                   
|0.029 ounces
      (troy)/ton | 1 gram/tonne      | 34.28 grams/tonne            | 1 ounce
      (troy/ton)



NOTE OF CAUTION
REGARDING FORWARD-LOOKING INFORMATION. As noted, the future conduct of the
business of CDG and its Investees dependent upon a number of factors, and there
can be no assurance that any of these companies will be able to conduct their
operations as contemplated herein.  Certain statements contained in this
report using the terms "may", "expects to", and other terms denoting
future possibilities, are forward-looking statements.  The accuracy of
these statements cannot be guaranteed as they are subject to a variety of risks
including, but not limited to: the possibility that the described operations,
reserves, or exploration or production activities will not be completed on
economic terms, if at all.  The Company's significant assets are
investments in mineral exploration companies.  The exploration of mineral
properties is subject to high risk, including risk of fluctuating prices for the
minerals being sought, the risks of not encountering adequate resources despite
expending large sums of money, and the risk that test results may not be
accurate, notwithstanding appropriate precautions. Other risks associated with
CDG's operations include lack of any operating revenues and continuing
significant losses. Many of these risks are described herein, and it is
important that each person reviewing this report understand the significant
risks attendant to the operations of CDG, its subsidiaries, and companies in
which it invests.



Item 1:IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS



Not required.



Item 2:OFFER
STATISTICS AND EXPECTED TIMETABLE



Not required.



Item
3:

KEY
INFORMATION



A.

SELECTED
FINANCIAL DATA



The selected financial
data set forth in the following table is expressed in Canadian dollars.  A
history of the exchange rates for Canadian dollars in terms of U.S. Dollars
follows. This financial information was prepared in accordance with accounting
principles generally accepted in Canada, the application of which conforms in
all material respects for the periods presented with accounting principles
generally accepted in the United States, except to the extent noted in Note 17
to the Consolidated Financial Statements appearing elsewhere in this Annual Report.
The selected financial data should be read in conjunction with and is qualified
by such Consolidated Financial Statements and the Notes thereto.



4



---



YEAR
ENDED SEPTEMBER 30

(In
$000'S Cdn except for "per/share" and "number of shares" information)



|                                                                   | 2005          | 2004        | 2003            | 2002            | 2001             
|------------------------------------------------------------------ | ------------- | ----------- | --------------- | --------------- | -----------------
|Operating
      Summary                                            |               |             |                 |                 |                  
|Revenue                                                            |               |             |                 |                 |                  
|Gain
      on sale of investments                                  | $2,583        | $371        | $
        -     | $
        -     | $408             
|Interest                                                           | $31           | $8          | $8              | $7              | $44              
|Income
      (loss) continuing operations                          |               |             |                 |                 |                  
|Canadian
      GAAP                                                | $3,693        | 870         | (805)           | (991)           | (6,016)          
|US
      GAAP                                                      | (195)         | 1,599       | 2,674           | (908)           | (619)            
|Net
      income (loss)                                            |               |             |                 |                 |                  
|Canadian
      GAAP                                                | 3,693         | 870         | (805)           | (991)           | (6,016)          
|United
      States GAAP                                           | (195)         | 1,599       | 2,674           | (908)           | (619)            
|Financial
      Status                                             |               |             |                 |                 |                  
|Total
      assets                                                 |               |             |                 |                 |                  
|Canadian
      GAAP                                                | 7,220         | 3,219       | 3,587           | 4,245           | 5,182            
|United
      States GAAP                                           | 3,959         | 3,544       | 3,189           | 676             | 1,531            
|Working
      capital (deficiency)                                 |               |             |                 |                 |                  
|Canadian
      GAAP                                                | 3,498         | 159         | 78              | (260)           | 132              
|United
      States GAAP                                           | 3,498         | 190         | 78              | (260)           | 132              
|Long
      term liabilities                                        |               |             |                 |                 |                  
|Canadian
      GAAP                                                | -             | 517         | 1,691           | 1,484           | 1,484            
|United
      States GAAP                                           | -             | 550         | 1,750           | 1,484           | 1,484            
|Shareholder's
      equity (net assets)                            |               |             |                 |                 |                  
|Canadian
      GAAP                                                | 6,908         | 2,506       | 1,636           | 2,369           | 3,359            
|United
      States GAAP                                           | 3,646         | 2,799       | 1,179           | (1,200)         | (292)            
|Capital
      Stock                                                |               |             |                 |                 |                  
|-
      amount Canadian GAAP                                       | $43,120       | $42,644     | $42,644         | $42,644         | $42,644          
|-
      amount US GAAP                                             | 43,095        | 42,644      | 42,644          | 42,644          | 42,644           
|-
      number                                                     | 34,753,172    | 28,154,081  | 28,154,081      | 28,154,081      | 28,154,081       
|Dividends
      per share                                          | -             | -           | -               | -               | -                
|Net
      earnings (loss) per common share:                        |               |             |                 |                 |                  
|Canadian
      GAAP                                                |               |             |                 |                 |                  
|Basic
      Diluted                                                | 11¢
      10¢ | 3¢
      3¢ | (3)¢
      (3)¢ | (4)¢
      (4)¢ | (21)¢
      (21)¢
|United
      States GAAP                                           |               |             |                 |                 |                  
|Basic
      Diluted                                                | 0¢
      0¢   | 6¢
      5¢ | 9¢
      8¢     | (3)¢
      (3)¢ | (2)¢
      (2)¢  
|Net
      earnings (loss) per Common share - continuing operations |               |             |                 |                 |                  
|Canadian
      GAAP
      Basic
      Diluted                      | 11¢
      10¢ | 3¢
      3¢ | (3)¢
      (3)¢ | (4)¢
      (4)¢ | (21)¢
      (21)¢
|United
      States GAAP
      Basic
      Diluted                 | 0¢
      0¢   | 6¢
      5¢ | 9¢
      8¢     | (3)¢
      (3)¢ | (2)¢
      (2)¢  



Exchange Rates



In this Annual Report,
unless otherwise specified, all dollar amounts are expressed in Canadian
dollars.



The
exchange rates for Canadian dollars expressed in US dollars as obtained from the
Bank of Canada are as follows:



5



---

i)
January
13, 2006 - $0.86

ii) High
and low exchange rates for each month during the previous six months:



Month
      Low
      HighDecember,
        2005
      .86
      .87November,
        2005
      .84
      .86October,
        2005
      .84
      .86September,
        2005
      .84
      .86August, 2005
      .82
      .84July, 2005
      .80
      .83




iii)
Average
rates for the five most recent financial years:



Years
        Ended September 30:
      2005
      2004
      2003
      2002
      2001Average
        rate
      .82
      .75
      .69
      .64
      .65




B.

CAPITALIZATION
AND INDEBTEDNESS - Not applicable



C.

REASONS
FOR THE OFFER AND USE OF PROCEEDS - Not applicable



D.

RISK
FACTORS



Any person
considering the purchase of the Company's common stock should understand that
such purchase and ownership involves a high degree of risk.  You should
purchase our common stock only if you can afford a complete loss of your
investment.  Among the risks that you should consider in determining
whether to invest in the Company's common stock are the following:



Change of Business



During fiscal 2004, the
Company sold its last remaining mineral asset; its approximate 40% interest in
the Bahuerachi, Mexico mineral property.  During fiscal 2003, the Company
divested itself of its remaining Saskatchewan mineral exploration assets, the
most significant being the Jolu Mill.  During the fiscal year ended
September 30, 2002, the Company sold its Saskatchewan mineral property portfolio
in exchange for common shares in the purchaser, a Canadian publicly listed
company. These sales have resulted in the majority of the Company's assets
consisting of investments in resource-based companies ("Investees"). The
Company believed that its efforts were best focused on enhancing the value of
its investments rather than conducting exploration activities directly.
Accordingly, the business of the Company was changed to that of an "investment
company" (as defined below), concentrating on the mineral exploration sector,
and the name was changed to CDG Investments Inc.  You should be aware that
the Company has little experience or operating history as an investment company
and there can be no assurance that it will be successful.  Because of our
registration as a foreign private issuer under the laws of the United States,
the U.S. Investment Company Act of 1940 may impact our ability to do this
business.



Management is
investigating options to assist shareholders in realizing the increased value of
the Company's assets. The partial fulfillment of this objective was achieved
through the distribution on November 30, 2005 of substantially all of its
investments in Manson Creek Resources Ltd. and Northern Abitibi Mining Corp. to
the Company's shareholders as a dividend in specie as well as the payment of a
cash dividend of $0.01 per share. See item 4(A)(4)(a). Management is also
evaluating potential active businesses that the Company might acquire.



6



---



Future
Profitable Business



While management is
investigating methods by which shareholders of the Company can realize the
increased value in the Company's assets, management can provide no assurances
that feasible options will exist. Further, management cannot provide assurances
that an active business could be acquired that would provide future profitable
operations. There is considerable uncertainty surrounding the future business
focus of the Company.



Risk of Dilution



The Company's most
significant investment is in Tyler Resources Inc. There are a substantial number
of warrants and options outstanding that, if exercised to acquire Tyler shares,
will result in substantial dilution of the Company's investment.



Risk of
Non-Compliance with the US Investment Company Act and Risk of Sanctions



Currently, the Company
may be considered an "investment company" as that term is defined in the
United States' Investment Company Act of 1940 (the "1940 Act").  An
investment company is generally a company that is engaged in the business of
investing, holding, reinvesting, or trading of investment securities.  The
1940 Act requires that investment companies formed under the laws of the United
States, or its states, register as such with the Securities and Exchange
Commission and become subject to some fairly complex governance rules.  The
registration requirements do not appear to apply to non-U.S. companies except in
the limited case when the non-U.S. company intends to raise capital within the
United States - an action that CDG does not intend to take.  Furthermore,
as an investment company in Canada, we are subject to regulation under Canadian
law and we believe that U.S. regulation would be redundant and potentially
incompatible with our obligations under Canadian law.  Conversations with
the staff of the Securities and Exchange Commission indicate that they can offer
no clear guidance.



Should the U.S.
Securities and Exchange Commission attempt to impose the provisions of the 1940
Act on our activities, our shareholders may lose their ability to trade our
stock in the over-the-counter market in the United States.  In addition,
the Securities and Exchange Commission may attempt to appoint a receiver for our
affairs or impose other sanctions.  We intend to vigorously resist
classification as an investment company in the United States, and to take
advantage of any exemptions or exceptions from application of the 1940 Act.
 The necessity of asserting any such resistance, or making any claim of
exemption, could be time consuming and costly, or even prohibitive, given our
limited resources.  In addition, there is no assurance that the Company
would prevail in its efforts to contest such investment company classification.



Market and Price
Volatility

The
Company's common stock and the value of its investments are vulnerable to
pricing and purchasing actions that are beyond its control.  Volatile
market price and trading volume for the Company's common stock make it
difficult to profit from an investment in the Company's common stock.  Low
volume of trading and market volatility may result in an inability to compile
adequate information before engaging in trading activities, execution delays,
and executions at prices significantly different from the market price quoted
when an order is entered.  The securities markets themselves have from time
to time and recently experienced significant price and volume fluctuations that
may be unrelated to the operating performance of particular companies. As a
result, shareholders may suffer market losses during periods of volatility in
price and volume.   In addition, the realization of any of the risks
described in these "Risk Factors" could have a significant and adverse
impact on such market prices.



Classification as a
Penny Stock and Decreased Liquidity



The Company's common
shares currently have a market price of less than $5.00 (US) and, pursuant to
the Securities Enforcement Remedies and Penny Stock Reform Act of 1990, its
equity securities are be classified as "penny stock".
 Since the common shares are classified as "penny stock" the common
shares are subject to Rules 15g-2 through 15g-9 (the "Penny Stock Rules")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
 The Penny Stock Rules impose additional reporting, disclosure and sales
practice requirements on brokers and dealers before they can recommend the
common shares for purchase by their customers, and require that such brokers and
dealers make a special suitability determination for their customers, and
require that such brokers and dealers make a special suitability determination
for each purchaser and obtain the purchaser's written consent to the purchase
or sale of the common shares.



7



---



The additional risk
disclosures and documentation imposed by the Penny Stock Rules could have an
adverse effect on the market for and/or the valuation of the Company's common
shares.



Exploration and Mining Risks -
Significant Costs for Exploration



The Company's
investments are in companies conducting mineral exploration and development,
which involves a high degree of risk, and few properties that are explored are
ultimately developed into producing mines. The value of its investments will be,
in part, directly related to the cost and success of the exploration programs of
its Investee companies.



All of the Company's
investees' property interests are in the exploration stage and do not contain
any "reserves", as that term is defined in Industry Guide 7 adopted by the
Securities and Exchange Commission (the "SEC").  The term
"reserves" is defined in Industry Guide 7 as "that part of a mineral
deposit which could be economically and legally extracted or produced at the
time of the reserve determination."  Industry Guide 7 is available from
the SEC's website at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.



Mineral exploration
involves significant risk and few properties that are explored are ultimately
developed into producing mines.  The probability of an individual prospect
ever having reserves that meet the requirements of Industry Guide 7 is extremely
remote. The Investees' property interests, in all probability, do not contain
any reserves and any funds spent on exploration of the Company's property
interests will probably be lost.  If any of the Investees' exploration
programs are successful, they will require additional funds to advance the
property beyond the exploration stage. Substantial expenditures are required to
establish reserves through drilling, to develop metallurgical processes to
extract the metal from the ore and, in the case of new properties, to develop
the mining and processing facilities and infrastructure at any site chosen for
mining. No assurance can be given that minerals will be discovered in sufficient
quantities to justify commercial activities or that the funds required to
advance a property beyond the exploration stage can be obtained on a timely
basis. If the Company's Investees are unable to secure additional funding, the
Investees may lose their interest in one or more of their mineral claims and/or
may be required to cease operations, which would negatively impact the
Company's investments in its Investee companies.



Mineral Reserves



There can be no assurance that the
Company's Investees will ever be able to identify mineral reserves on their
properties, recover minerals from any of their properties or that the recovery
of any minerals will be economical.



Foreign Exploration Risks



The Company has a significant
investment in Tyler Resources Inc. ("Tyler"), a company whose primary
mineral property is situated in Mexico.

Tyler's
most important prospects are in Mexico. Exploration and mining activities on
these prospects may be affected in varying degrees by political stability and
government regulations relating to the mining industry.  Changes in
regulation or shifts in political conditions may adversely affect its business.
 Mexico is, to a degree, a developing country, which may make it more
difficult for Tyler to obtain any required exploration, development and
production financing for prospects located there.



8



---



Exploration
activities on its prospects in each country of Tyler's operations, is subject
to various laws and regulations administered by federal, provincial, state and
local governmental authorities.  The current operations of Tyler will not
only require regulatory compliance, but also having in place various licenses
and permits for proposed exploration and development activities.  The laws
and regulations include those governing prospecting, labor standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection and mine safety.  Companies engaged in the exploration for
mineral prospects and related extractive facilities generally experience
increased costs and delays in schedules as a result of the need to comply with
applicable laws and regulations and to obtain licenses and permits which may
impose additional standards of compliance.  These laws, regulations and
permitting requirements change from time to time, often becoming more stringent.
 There is the possibility that Tyler may not meet these various
requirements resulting in enforcement actions, injunctions, fines and penalties
or curtailment or cessation of operations.  Additionally, Tyler may have to
take remedial measures requiring unanticipated capital expenditures,
installation of additional equipment or restoration.  Tyler also may be
required to compensate those suffering loss or damage by reason of its
activities and may have civil or criminal fines or penalties imposed for
violations of applicable laws or regulations.

Tyler's
operations will be subject to environmental regulation. This body of law
provides for restrictions and prohibitions on spills, releases or emissions of
various substance produced in association with certain mining industry
operations.  This regulation also governs aspects of operations, including
water use, tailings, and reclamation.  Under these regulations, Tyler will
have to obtain licenses and permits, which will require expenditures on
consultants, preparation of impact studies, and fees and which will take
substantial time.  Additionally, a breach of these regulations may result
in the imposition of fines and penalties or force curtailment of activities.
 Environmental legislation continues to evolve and is increasingly
stringent with stricter standards, more investigation, and the greater
likelihood of enforcement actions, fines and penalties for non-compliance.
Environmental assessments of proposed projects carry a heightened degree of
responsibility for companies and directors, officers and employees. The cost of
compliance with changes in environmental regulations has the potential to reduce
the profitability of operations or, in some events, limit operations.

There
is no guarantee that title in Tyler's Mexican prospect will not be challenged
or impugned by third parties or that the applicable governmental authorities
will not revoke, or significantly alter the ownership conditions of the mineral
prospects. There is no certainty that the current rights represented by the
mineral prospects or any additional rights applied for, will be granted or
renewed on terms satisfactory to Tyler.  The prospects in Mexico are
important to the business plan of Tyler, and if its ownership is impaired or
questioned, it will be a significant set back to Tyler.



Title Risks in Canada

There
is no guarantee that title to the Company's Investees' Canadian prospects
will not be challenged or impugned.  The Investees have not conducted
boundary surveys of the claims in which they hold direct or indirect interests,
and therefore, the precise area and location of such claims may be in doubt.
 The Investees claims may be subject to prior unregistered agreements or
transfers or native land claims and title may be affected by undetected defects.



Permits and Licenses Risks



Mineral exploration may
require licenses and permits from various governmental authorities. There can be
no assurance that the Company's Investees will be able to obtain all necessary
licenses and permits that may be required to carry out exploration, development
and mining operations.



Government and Environmental
Regulations



The Company's
Investees could be subject to regulations by federal, state and local agencies
relating to such matters as environmental protection, health, safety and labour,
mining law reform, restrictions on production, price controls, tax increases,
maintenance of claims, tenure, expropriation of property, and laws that impose
liability without fault.  Compliance with these regulations could produce
working capital shortages.  Regulations that become applicable to future
operations could require the Investees to incur significant expenses to comply
with governmental regulations.



Inability to
Influence the Direction or Actions of Management



The Company holds investments in
Investees, which are controlled by other persons.  Consequently the Company
cannot influence the direction or actions of management of these Investees.
 The inability to control the actions of Investees may cause the value of
the Company's investments to decrease.



9



---



Competition with Other Companies



Other companies with greater financial
resources and/or expertise are in competition with the Company for investment
opportunities.  The Company may not be able to compete with these other
companies and may be limited in the investments it can make.  If the
Company is unable to identify other Investees, it may not generate a sufficient
return, if any, on its capital.



Thinly Traded Public Market



The Company's shares
trade on the Over-the-Counter Bulletin Board system (the "OTCBB"). The
Company has only 1,115 registered shareholders as at January 15, 2006, and its
shares are thinly traded. There can be no assurance that a stable market for the
Company's common shares will ever develop or, if it should develop, be
sustained. It should be assumed that the market for the Company's common
shares will continue to be highly illiquid, sporadic and volatile. The Company
is required to maintain its status as a "reporting issuer" under theSecurities Exchange Act of 1934, as amended, in order to be quoted on
the OTCBB. The Company is also listed on the CNQ-Canadian Trading and Quotation
System Inc. ("CNQ") exchange in Canada, and its shares are thinly traded.
 There can be no assurance that a stable market for the Company's common
shares will ever develop or, if it should develop, be sustained.  It should
be assumed that the market for the Company's common shares will continue to be
highly illiquid, sporadic and volatile.



Dealings with Associated Companies
and Conflicts of Interest



The Company is
associated through common directors, common officers and common shareholdings
with its Investee companies.  Persons who are not willing to rely on the
discretion and judgment of management and the boards of directors of the Company
and the Investee companies should not consider a purchase of the Company's
securities.  See "Item 7: Major Shareholders and Related
Transactions."



Certain of the
Company's directors are also directors, officers or shareholders of the
Company's Investees.  Such associations may give rise to conflicts of
interest from time to time.  Such a conflict poses the risk that the
Company may enter into a transaction on terms which place the Company in a worse
position than if no conflict existed.  The directors and officers of the
Company are aware of the existence of laws governing accountability of directors
and officers for corporate opportunity and requiring disclosures by directors of
conflicts of interest and the Company will rely upon such laws in respect of any
directors' and officers' conflicts of interest or in respect of any breaches
of duty by any of its directors or officers. All such conflicts must be
disclosed by such directors or officers in accordance with the Company Act
(Alberta) (the "Company Act").  Generally, the Company Act requires a
director with a direct or indirect interest in a contract or transaction to
"disclose the nature and extent of the director's interest at a meeting of
the directors."  A director who has an interest in such a transaction is
accountable to the corporation for which the director serves for any profit the
director receives as a result of the transaction unless the director has
previously disclosed the interest in accordance with the Company Act, the Board
of Directors subsequently approves the transaction or contract, and the
interested director does not vote on the approval, or "the contract or
transaction was reasonable and fair to the Company at the time it was entered
into, and after full disclosure of the nature and extent of the director's
interest, it is approved by special resolution."



If a conflict of
interest arises at a meeting of the Board of Directors, any director in a
conflict will disclose his interest and abstain from voting on such matter. In
determining whether or not the Company will participate in any project or opportunity,
the Board of Directors will primarily consider the degree of risk to which the
Company may be exposed and its financial position at that time.



The Company has no
specific internal policy governing conflicts of interest.  See "Item 7:
 Major Shareholders and Related Party Transactions".



10



---



Risks Associated With Investments



The Company has made
significant investments in resource companies. Acquisitions of interests in
Investee companies involve numerous risks, including difficulties in assessing
the operations and financial condition of Investee companies. We may be unable
to find a sufficient number of additional attractive opportunities to meet our
investment objectives. In addition, investments may require significant
management time and capital resources. There are no assurances that the Company
will have access to the capital required to finance potential investments on
satisfactory terms or that any investment would result in long-term benefits to
the Company. The Company may not be able to successfully address these problems.
Moreover, the Company's future operating results will depend to a significant
degree on its ability to successfully manage growth and investments. In
addition, many of the Company's investments are and will continue to be in
early-stage companies with limited operating histories and limited or no
revenues. The Company may not be able to successfully assist these early-stage
companies in pursuing their business plans and becoming profitable.



Concentration of Investments in
Resource Industry



The Company's current
Investees are concentrated in the resource industry. Concentration in a single
industry involves risks that are not generally associated with diversified
investments, including potential significant fluctuations in returns. Such risks
may lead to decreased returns or increased losses on the Company's
investments.



Dependence upon Performance of
Investee Companies



The Company's success
is dependent upon the success of the Investees.  If its Investees are not
able to successfully implement their business plans and/or if the value of
Investee securities decreases, the Company may suffer significant losses on its
investments.  Economic, governmental, industry and internal company factors
outside the Company's control affect each of its Investees. The material risks
relating to the Company's Investee discussed elsewhere in "RISK FACTORS"
may prevent the Company's Investees from succeeding. Additionally, many of the
Company's Investees are early-stage companies with limited operating
histories, and they may never be profitable.



Liquidity of Investees



The Company's
Investees may not have sufficient funds to retain their property interests
and/or to conduct exploration on their properties.  If an Investee loses
its property interests, the value of the Investee's securities, and
consequently the value of the Company's investment in the Investee, would be
negatively impacted and the Company could lose its investments.  If an
Investee is unable to conduct exploration on any of its properties, the Investee
may be required to sell all or a portion of the property interest, may lose the
property interest, or may not be able to identify a commercially feasible
mineral interest, in which case the value of the Investee's securities and the
value of the Company's investment in the Investee may be negatively impacted
and the Company may lose all of its investment in the Investee.  Such
events could have a negative impact on the price of the Company's shares and
may negatively impact an investment in the Company's shares.



The Company's
Investees may need to obtain funding from outside sources. If an Investee were
unable to obtain needed outside funding, its business would be materially and
adversely affected. In addition, even if it were to find outside funding
sources, the Investee might be required to issue securities to the outside
funding sources with greater rights than those that the Company currently
possesses. The Company's Investees might also be required to take
other actions that could lessen the value of their stock, including borrowing
money on terms that are not favorable to them.



11



---



The Company may be deemed to be a
"Passive Foreign Investment Company"



The Company may be
deemed to be a "Passive Foreign Investment Company" ("PFIC").  See
"Item 10:  Additional Information - Taxation."  If the Company is
deemed to be a PFIC, a United States holder of the Company's common shares
would be required to pay an interest charge together with tax calculated at
maximum tax rates on certain "excess distributions" (defined to include
certain dividends from a PFIC and any gain on the sale of stock of a PFIC)
unless such holder made an election either to (1) include in his or her taxable
income his or her pro rata share of the PFIC's ordinary earnings and net
capital gains under the Qualified Electing Fund rules or (2) mark to market his
or her Company common shares at the end of each taxable year as set forth in
Section 1296 of the Internal Revenue Code of 1986, as amended. The elections
require certain conditions be met such as filing on or before the due date, as
extended, for filing the shareholder's income tax return for the first taxable
year to which the election will apply.



Item 4:

INFORMATION ON
THE COMPANY



A.

HISTORY AND
DEVELOPMENT

1. Legal and
commercial name - CDG Investments Inc.

2. Incorporation date
- October 12, 1979

3. Incorporated under
the Business Corporations Act of Alberta, Canada

-Address/Telephone:

Suite
500, 926-5th Ave. S.W., Calgary, Alberta, Canada,

T2P
0N7, Phone 403-233-7898.



Name
and Business Change - In May 2002, the Company changed its name from Golden
Rule Resources Ltd. to CDG Investments Inc.  In connection with the name
change, the business of the Company was changed to that of an investment
company, concentrating on the mineral exploration sector.   There was
no change in management or a change in control in connection with the name
change.



4.

Significant
changes or events



THE FOLLOWING
SIGNIFICANT CHANGES OR IMPORTANT EVENTS OCCURRED IN THE LAST FIVE YEARS:



a)

Subsequent to
September 30, 2005 - Dividend Issued



Subsequent
to September 30, 2005, the Company distributed 5,204,329 of its shares in Manson
Creek, and 7,286,300 of its shares in Northern Abitibi by way of a dividend.
 In addition to this share dividend the Company paid a cash dividend of
$0.01 per share for a total cash dividend of $404,000.  The cash and share
dividends were payable to shareholders of record on November 16, 2005.  Immediately
subsequent to the share dividend the Company held a 2% interest in each of
Manson Creek and Northern Abitibi. Consequently, effective the dividend
distribution date, the Company ceased to equity-account for these two
investments.



b)

Subsequent to
September 30, 2005 - Warrant and Option exercises



Subsequent
to September 30, 2005, stock options were exercised to acquire 750,000 common
shares at $0.11 per share for total consideration of $82,500.  Further,
warrants were exercised to acquire 4,999,091 common shares at $0.12 per share
for total cash consideration of $599,891.



c)

Subsequent to
September 30, 2005 - Additional Common Shares reserved



Subsequent
to September 30, 2005, the Company reserved an additional 330,000 common shares
for issuance upon the conversion of the 3,000,000 warrants that expire March 14,
2006. The adjustment was required by the Warrant Indenture Agreement and will
result in a maximum of 3,330,000 shares being issued upon conversion of these
warrants.

12



---



d)

Subsequent to
September 30, 2005 - Common Shares cancelled



Subsequent
to September 30, 2005, 67,408 common shares were cancelled for no consideration.
During fiscal 1995 the Company acquired all of the shares of Waddy Lake
Resources Inc. in exchange for common shares of the Company. Certain Waddy Lake
Shareholders did not exchange their shares for 67,408 shares of the Company,
therefore shares were set aside. Pursuant to the Arrangement Agreement, these
shares could be cancelled if the Waddy Lake shares were not exchanged within ten
years. The ten years have expired and the shares were cancelled.



e)

Year-ended
September 30, 2005 - Conversion of Debentures



During
the year ended September 30, 2005, the Convertible Debentures described in (j)
below were converted into 5,499,091 common shares and 5,499,091 share purchase
warrants. Warrants were exercised to purchase 500,000 common shares at $0.11 per
share. See "Item 7: Major Shareholders and Related Party Transactions - B.
Related Party Transactions" for a discussion of directors and officers
converting debentures. The remaining 4,999,091 warrants may be exercised to
purchase 4,999,091 common shares at prices ranging from $0.12 per share to $0.14
per share, depending upon the year of exercise. 4,990,000 warrants expire
December 16, 2006 and 9,091 warrants expire December 21, 2006. All remaining
warrants were exercised subsequent to year-end (See (b) above).



f)

Year
ended September 30, 2005 - Sale of Golden Band Resources Inc. shares



During
the year ended September 30, 2005 the Company sold a significant portion of its
investment in Golden Band Resources Inc.  At September 30, 2004 the Company
held 12,361,266 common shares of Golden Band representing approximately 25% of
the outstanding shares on that date.  The investment in Golden Band had
been carried at cost during fiscal 2004 because the Company had only one of six
directors on Golden Band's board of directors, did not share common officers
and did not have the ability to exert significant influence over operating,
exploration or investment decisions.  During fiscal 2005, the Company
acquired an additional 834,599 common shares of Golden Band by exercising
warrants and sold 12,802,468 common shares of the Company in the open market. 
As at September 30, 2005 the Company held 393,397 common shares of Golden Band
representing less than 1% of total outstanding Golden Band shares on that date.



g)

September
30, 2004 - Bahuerachi Sale



During
the year ended September 30, 2004, the Company sold its approximate 40% interest
in the Bahuerachi property in Mexico to Tyler.  The Company is related to
Tyler by virtue of certain common officers and directors.  See "Item 7:
Major Shareholders and Related Party Transactions - B. Related Party
Transactions."  Tyler issued 13,336,000 shares to the Company at a price
of $0.06 per share in payment of the purchase price.  The price was
negotiated and agreed to by independent committees of the board of directors of
both companies.  The Bahuerachi property was written-down to $800,000 at
September 30, 2003 to reflect the value assigned to the property, a value that
was within the range assigned to the property by an independent valuator. The
sale closed on January 29, 2004, upon shareholder and regulatory approval.
 After the sale, the Company no longer held interests in any mineral
properties.



h)

September
30, 2004 - Waddy Lake debt settlement and investment sale



A
statement of Claim that had been filed against the Company, its 100% - owned
subsidiary, Waddy Lake Resources Ltd., ("Waddy Lake"), and certain current
and past directors and officers of the two companies, seeking to recover
$1,154,133 for mine contracting services as well as damages, court costs and
interest on all sums unpaid, was settled effective April 30, 2004 by mutual
release. See Item 8.  No amount will be payable by any of the parties named
in the suit. Pursuant to the Settlement Agreement the Company sold 49% of its
100% share position in Waddy Lake for nominal consideration, and granted an
option to acquire an additional 1% of the issued and outstanding Waddy Lake
shares for nominal consideration.



13



---



Pursuant
to the agreement the Company is to receive $800,000 over four years: $200,000
upon execution of the agreement, (received), and $200,000 in each of June 2005
(received), 2006 and 2007. This will be the Company's only claim to the assets
of Waddy Lake. The Company will not have the right to any income earned through
Waddy Lake. The acquiring company will make all operating decisions regarding
future business conducted through Waddy Lake and will appoint a majority of the
board members. As a result, effective April 30, 2004, the Company ceased to
consolidate the operations of Waddy Lake, recorded the gain on partial sale of
their investment and recorded the remaining investment at cost in a nominal
amount. The Company will record its future $200,000 installment proceeds on an
"as received" basis as a result of uncertainty regarding collection.



i)

September
30, 2003 - Wind-up of GR Capital Corporation



Effective
September 30, 2003, the Company wound-up its wholly-owned subsidiary, GR Capital
Corporation (GR Capital), acquiring its assets and liabilities.  GR Capital
held certain of the Company's investments in other companies.  These were
its only significant assets and it had no significant liabilities at the time of
wind-up.  As the operations and assets of GR Capital have always been
consolidated with those of the parent, the wind-up did not result in a change to
the consolidated financial statements.  There were no significant tax pools
in GR Capital at the time of wind-up.



j)

Year ended September
30, 2003 - Convertible Debenture Financings



During
the year ended September 30, 2003 the Company closed two debenture financings
aggregating $550,000.  Directors, or companies over which they have control
or direction, subscribed to $450,000 of the debentures.  See "Item 7:
Major Shareholders and Related Party Transactions - B. Related Party
Transactions."  The debentures were interest bearing at 6% per annum,
payable semi-annually on March 31 and September 30, were due December 17, 2005
and were secured by a floating charge over substantially all of the assets of
the Company.  The debentures were convertible into units comprised of one
common share and one share purchase warrant, at $0.10 per unit until December
17, 2004 and $0.11 per unit during the year ended December 17, 2005.  The
warrants were to expire two years after conversion of the debenture and could be
exercised to purchase one common share at prices ranging from $0.10 per share to
$0.14 per share depending on the year of exercise.  The debentures were
redeemable at the option of the Company after December 17, 2003 provided that
stock volumes and price met specified levels and the stock continues to be
listed on a recognized exchange.



Without the written
consent of the debenture holders, the Company may not advance monies by way of a
loan to any company or conduct exploration activities of any nature, except for
its commitment to fund exploration costs relating to the 2003 program on the
Bahuerachi property in Mexico.



See Item 4(A)(4)(e)
regarding the conversion of these debentures.



k)

Year ended September
30, 2003 - Sale of Jolu Mill



Effective
February 18, 2003, the Jolu Mill and equipment were sold to Jolu Development
Corp. ("JDC"), a new corporation whose sole shareholder immediately prior to
the transaction was Golden Band, a publicly listed company.  At the time of
the transaction the Company owned 32% of Golden Band and one of the Company's
directors was also a director of Golden Band.  "Item 7: Major
Shareholders and Related Party Transactions - B. Related Party Transactions."
In consideration for the sale of the mill and equipment, JDC agreed to assume
the liabilities associated with the mill, past, present and future, issue shares
in its capital stock valued at $350,000 and assign a royalty to the Company
based on $10 per tonne of ore processed through the mill, not to exceed $400,000
in total.  The mill had previously been written-off in the Company's
books and the equipment had a net book value of $8,400.  The value of the
current liabilities net of any offsetting current assets that was assumed by JDC
was $211,000.  In addition JDC assumed $330,000 of the total site
restoration liability that was estimated on the Company's books, and $329,000
of the reclamation deposit was transferred to JDC. The price was determined by
negotiation - all board members were disinterested.  The transaction was
approved by the TSX Venture Exchange.



14



---



Subsequent
to September 30, 2003, pursuant to a shareholders agreement with Golden Band,
the Company gave notice to Golden Band that it must acquire all of the
Company's shares in JDC in exchange for 1,166,667 common shares of Golden
Band. The Company received the Golden Band shares in exchange for the JDC shares
on September 30, 2004.



l)

Year
ended September 30, 2002 - Business and name change



At
the Annual & Special Meeting on March 21, 2002, the shareholders approved a
change in the Company's business from that of a Natural Resources Company to
that of an investment company and a change in name from Golden Rule Resources
Ltd. to CDG Investments Inc.  There was no change of control and/or a
change in management in connection with the name change.



m)

Year ended September
30, 2002 - Sale of Saskatchewan exploration property portfolio



During
the year ended September 30, 2002, the Company entered into an agreement to sell
its mineral holdings within the La Ronge Gold Belt, Saskatchewan, to Golden
Band. The proceeds of the sale were comprised of 11,569,202 shares of Golden
Band and share purchase warrants to acquire a further 2,892,202 common shares of
Golden Band at a price of $0.15 per share in the first year, $0.20 per share in
the second year and $0.30 per share in the third year. The value assigned to the
proceeds was $1,048,292, based on the average trading price of the Golden Band
shares during a reasonable period before and after the announcement of the
transaction. The mineral properties that were the subject of this agreement were
carried on the Company's books at September 30, 2001 at $1,048,292, as they were
written-down at that time to approximate the value of the transaction that was
not yet finalized at that date.  (For U.S. accounting purposes, the related
property costs were written-off in the years incurred, therefore the vended
property had a carrying value of $NIL when the sale occurred.)



The
sale agreement closed subsequent to September 30, 2002 when final regulatory
approval was received. The transaction was recorded at the Company's 2002
year-end resulting in the elimination of the Saskatchewan properties and the
recording of the investment in Golden Band.  For US GAAP purposes, the
transaction was recorded in fiscal 2003 and resulted in recording an investment
in Golden Band of $2,777,000 and a gain on sale of mineral properties of
$2,777,000.



n)

Year ended September
30, 2001 - Procon Lawsuit:



A
Statement of Claim was filed against the Company, its 100% owned subsidiary,
Waddy Lake Resources Inc., ("Waddy Lake"), and certain current and past
directors and officers of the two companies seeking to
recover $1,154,133 for mine contracting services as well as damages, court costs
and interest on all sums unpaid. See "Item 8: Financial Information - Legal
Proceedings." The Company reached a settlement during the year ended September
30, 2004 as described in item 4(A) (4)(h) above.



o)

Year
ended September 30, 2001 - Hixon Gold Resources Inc. reverse take-over:



The
Company owned a 36% interest in Hixon Gold Resources Inc. at September 30, 2000.
In February 2001, Hixon purchased all of the issued and outstanding common
shares of Aloak Corp. for an aggregate purchase price of $3,500,000. Hixon paid
the purchase price by issuing 35,000,000 common shares of Hixon at a deemed
price of $0.10 per share. CDG had no prior affiliation with Aloak Corp.



15



---





Concurrent
with the closing of the reverse take-over, CDG purchased 5,300,000 units of
Hixon at an ascribed price of $0.10 per unit for aggregate gross proceeds to
Hixon of $530,000.   Each unit consisted of one Hixon common share and
one warrant ("Warrant"). The Warrants expired without exercise February 19,
2003. Concurrent with the closing of this private placement the Company sold its
present holdings of 5,300,000 Hixon common shares to subscribers resident in the
provinces of Alberta, British Columbia and Ontario through a cross of shares on
the facilities of the Canadian Venture Exchange (now TSX Venture Exchange).



After
completion of the aforementioned transactions Hixon's name was changed to
Aloak Corp. At September 30, 2005, the Company had no remaining investment in
Aloak Corp.



5.
 Principal capital expenditures and divestitures



The following is a
description of mineral property and equipment expenditures and divestitures
during the last 3 fiscal years:



The
Company did not obtain debt financing for any of its capital expenditures during
the years in question with the exception of the fiscal 2003 mineral property
expenditures that were partially financed by the debentures issued in the year.



Year
ended September 30, 2005

There
were no significant capital expenditures and divestitures.



Year
ended September 30, 2004

The Company sold
its property interest in the Bahuerachi, Mexico mineral property as described in
Item 4(A)(4)(g).



Year
ended September 30, 2003

The
Company sold the Jolu Mill as described in Item 4(A)(4)(k).



The Company
expended $133,000 on the Bahuerachi, Mexico property.



The Company's
investment transactions for the last three fiscal years are described under
"B, Business Overview, Investment Strategy" below.



6.
 Takeover offers- Not applicable.



B.
         BUSINESS OVERVIEW



The Company



The Company no longer
conducts mineral explorations. The Company's business consists of holding
investments in primarily mineral exploration companies. At September 30, 2005,
the Company was able to exercise significant influence over three of the
companies in which it invested due to significant shareholdings and/or common
officers and directors. In addition the Company has less significant holdings in
various companies, which holdings it may increase or sell from time to time as
market conditions dictate.



Management is
investigating options to assist shareholders in realizing the increased value of
the Company's assets. The dividend described in Item 4(A)4(a) partially
fulfils this objective. Further, Management is evaluating potential active
businesses that the Company might acquire.



16



---



Investment
Strategy



The Company has acquired and manages a
portfolio of securities of public companies and may invest in a private issuer
if an opportunity becomes available.



On November 30, 2005
the Company distributed 5,204,329 of its shares in Manson Creek and 7,286,300 of
its shares in Northern Abitibi by way of a share dividend. In addition to this
share dividend the Company paid a cash dividend of $0.01 per share for a total
cash dividend of $404,000. The cash dividend was declared to offset a
substantial portion, if not all, of any Canadian withholding tax requirements
related to the dividend being paid to US investors.  The cash and share
dividends were payable to shareholders of record on November 16, 2005.
Immediately subsequent to the distribution of the share dividend, the Company
held a 2% interest in each of Manson Creek and Northern Abitibi. Consequently,
effective the dividend distribution date, the Company ceased to equity-account
for these two investments.



As part of an ongoing
effort to appropriately manage the Company's assets and increase shareholder
value, the Company's Board of Directors (the "Board of Directors")
concluded that effecting the Dividend was in the best interests of the
Company's shareholders for several reasons.  First, although Manson Creek
and Northern Abitibi each had interests in properties of merit, the Board of
Directors believed the value of the Company's holdings in the two companies
did not appear to be reflected in the share price of the Company nor did the
Board of Directors believe that it was likely that any potential future
increases in the share prices of Manson Creek and Northern Abitibi would be
adequately reflected in the share price of the Company.  The Board of
Directors believed that increased shareholder value could be achieved by
shareholders holding the shares of each company separately.



Second, the Board of
Directors believed that the share prices of Manson Creek and Northern Abitibi
were artificially depressed due to the significant amount of common shares of
each company being held directly by the Company and the significant influence
exercised by the Company over each of Manson Creek and Northern Abitibi.
   Therefore, the Board of Directors believed that the share
price of each of Manson Creek and Northern Abitibi would improve by distributing
the shares held directly by the Company to its shareholders.



Third, the divestment
by the Company, of its investments in Manson Creek and Northern Abitibi would
allow the investment community to focus separately on each business, making each
of the Company, Manson Creek and Northern Abitibi easier to analyze for both
investors and analysts.



The Company's
business philosophy is to maximize its financial return on investments while
limiting, to the greatest extent practicable, the Company's exposure to the
risks inherent in the industry.  See "Risk Factors".



Management
believes each member of the Board of Directors is able to contribute expertise
and a wide range of knowledge to the Company's activities and some of them
have experience in the management of investment portfolios. The members of the
Board of Directors are experienced in the initiation and structuring of public
and private corporations, debt and equity financings,
corporate mergers and acquisitions and in providing corporate, financial and
planning services.  Management believes the Company has the capability to
appraise and structure transactions from both a technical and financial point of
view.



While securities of
public issuers are intended to be the Company's primary investment focus,
depending upon market, financial or other conditions, the Company may, from time
to time, for brief periods hold short-term obligations and any other types of
securities issued or guaranteed by the governments of Canada, any province
thereof, the Government of the United States of America or agencies thereof, or
short-term paper and certificates of deposit issued by Canadian chartered banks.



The following tables
summarize the investment sale proceeds and purchase costs for the years ended
September 30, 2005 and September 30, 2004, as well as the gain (loss) on sale of
these investments for financial statement purposes:





17



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|                         |                                             |                      |                                  |                                    
|------------------------ | ------------------------------------------- | -------------------- | -------------------------------- | -----------------------------------
|2005
      Investment    | Number
      of Shares
      Or
      Units | Purchase
      Price | Proceeds
      on
      Disposal | Gain
      (loss) on
      Disposal
|Golden
      Band        |                                             |                      |                                  |                                    
|Exercise
      Warrants  | 834,599                                     | $179,041             |                                  |                                    
|Sales                    | (12,802,468)                                |                      | $3,212,146                       | $1,701,216                         
|Manson
      Creek       |                                             |                      |                                  |                                    
|Exercise
      Warrants  | 500,000                                     | $75,000              |                                  |                                    
|Sales                    | (500,000)                                   |                      | $100,243                         | $92,385                            
|Tyler
      Resources    |                                             |                      |                                  |                                    
|Private
      placement  | 400,000                                     | $500,000             |                                  |                                    
|Purchase
      in market | 5,000                                       | $4,800               |                                  |                                    
|Sales                    | (475,000)                                   |                      | $748,099                         | $699,173                           
|Aloak
      Corp.        |                                             |                      |                                  |                                    
|Sales                    | (4,200,000)                                 |                      | $64,645                          | $43,643                            
|RSX
      Energy Inc.    |                                             |                      |                                  |                                    
|Sales                    | (90,000)                                    |                      | $121,717                         | $47,017                            
|Total
      2005         |                                             | $758,841             | $4,246,850                       | $2,583,434                         

|                          |                                             |                      |                                  |                                    
|------------------------- | ------------------------------------------- | -------------------- | -------------------------------- | -----------------------------------
|2004
      Investment     | Number
      of Shares
      Or
      Units | Purchase
      Price | Proceeds
      on
      Disposal | Gain
      (loss) on
      Disposal
|Golden
      Band         |                                             |                      |                                  |                                    
|Exercise
      Warrants   | 2,300,000                                   | $345,000             |                                  |                                    
|Private
      Placement   | 242,397                                     | $55,751              |                                  |                                    
|Sales                     | (2,917,000)                                 |                      | $637,440                         | $344,321                           
|Aloak                     |                                             |                      |                                  |                                    
|Sales                     | (1,100,000)                                 |                      | $26,722                          | $21,239                            
|Ultima
      Energy Trust |                                             |                      |                                  |                                    
|Purchase                  | 5,000                                       | $33,800              |                                  |                                    
|Sale                      | (5,000)                                     |                      | $36,700                          | $2,900                             
|RSX
      Energy Inc.     |                                             |                      |                                  |                                    
|Purchases                 | 100,000                                     | $83,000              |                                  |                                    
|Sale                      | (10,000)                                    |                      | $10,509                          | $2,209                             
|Manson
      Creek        |                                             |                      |                                  |                                    
|Private
      Placement   | 1,000,000                                   | $100,000             |                                  |                                    
|Total
      2004          |                                             | $617,551             | $711,371                         | $370,669                           



There
were no significant investments sold during 2003.



Investment
Holdings



The Company's only
significant investment holding, as of January 15, 2006, is summarized below.



|Investees                  | Percentage
      Ownership | Potential
      Product | Exploration
      Property
      Locations
|-------------------------- | -------------------------- | ----------------------- | ------------------------------------------
|Tyler
      Resources Inc. | 16%                        | Copper/Gold/Diamonds    | Mexico,
      Northwest Territories       



The value of the
Company's investments will be influenced by the Investee's mineral reserves,
if any, and the price of the minerals/metals represented by those reserves.
 As of the date of this annual report, all of the Investee's properties
are without known reserves and the proposed programs are exploratory in nature.
 As the price of gold and other metals/minerals rise, there tends to be a
corresponding rise in the market price of the Investee's capital stock and
increased interest by investors in the advancement of projects which translates
into improved opportunities for the Investees to raise necessary capital to
advance promising projects.  This further enables the Company to raise
equity capital as needed and enables it to sell investments in a favorable
environment.  The fortunes of the Investees and consequently the Company
are therefore highly susceptible to changes in the market prices of metals and
minerals.



18



---



The economics of
whether or not an existing project with mineralization or a newly discovered one
is advanced beyond the exploration stage is influenced by the price of minerals,
gold and other metals.  The Company believes that its Investees have
identified a number of projects with sufficient exploration work and assessment
work filed to keep the projects in good standing to the year 2006 and beyond.
 The value of the mineral properties is affected by increasing or declining
metals prices.



The Company's significant investments
during the year ended September 30, 2005 consisted of the following companies:



1.

Tyler Resources Inc.

2.

Manson Creek
Resources Ltd.

3.

Northern Abitibi
Mining Corp.



Subsequent to year-end the Company
distributed substantially all of its investment in each of Manson Creek and
Northern Abitibi to its shareholders as a dividend, (See item 4(A)4(a)).



Tyler Resources Inc.



The information provided on Tyler
Resources Inc. ("Tyler") has been compiled from publicly available documents
located at www.sedar.com



Tyler Business Overview



Tyler is publicly
listed on the TSX Venture Exchange under the trading symbol TYS.  Tyler is
a mineral exploration company that is in the exploration stage, and all of its
property interests are without known reserves and all of its proposed programs
are exploratory in nature.  The underlying value of Tyler's mineral
properties and related deferred costs is dependent on the existence of
economically recoverable reserves, the ability of Tyler to obtain the necessary
financing to advance its properties beyond the exploration stage, and upon
future profitable activities.



Tyler does not have
significant sources of revenue from its activities and it relies on equity
financings to finance exploration on its properties.  Tyler's only
sources of revenue in the immediately three preceding fiscal years ended July 31
were (i) overhead fees received as compensation for administrative costs
incurred in acting as operator for certain joint ventures and (ii) interest
income derived from holding cash in short-term investment vehicles such as bankers'
acceptances, treasury bills and brokerage cash accounts.  Tyler's revenue
for the past three fiscal years ended July 31, and the three months ended
October 31, 2005 is summarized as follows:



|                 | 2003     | 2004     | 2005               | Three months
      ended October 31, 2005
|---------------- | -------- | -------- | ------------------ | -----------------------------------------
|Overhead fees    | $  5,539 | $  9,224 | $
               - | $
               -                       
|Interest revenue | $  5,063 | 25,460   | 74,665             | $73,525                                  
|Total            | $10,602  | $34,684  | $74,665            | $73,525                                  



At October 31, 2005,
Tyler had positive working capital of $9,010,000. Tyler's management believes
it has more than sufficient cash available to fund operations in the next twelve
months and to continue to fund its current drilling program in Mexico.  If
the current drill program increases Tyler may need to raise additional cash to
fund its operations.



Tyler does not have
significant tangible capital assets except as disclosed below and no commitments
to acquire same.  Its most substantial asset is its mineral properties.
 Expenditures on these properties for the most recent three fiscal years
and the three months ended October 31, 2005 are summarized below:



19



---



Property,
Plants and Equipment - TYLER

Tyler
owns or has rights to various mineral prospects as described below.  Expenditures
incurred in the last three fiscal years ended July 31, 2005 and the three months
ended October 31, 2005 are as follows:



|                                               | Balance
      July
      31,
      2002 |  | Costs
      Fiscal
      2003 |   | Costs
      Fiscal
      2004 |   | Costs
      Fiscal
      2005 |   | Balance
      July
      31,
      2005 | Costs
      1st Quarter Fiscal 2006 | Balance
      Oct. 31,
      2005
|---------------------------------------------- | --------------------------------------- |  | ----------------------------- | - | ----------------------------- | - | ----------------------------- | - | --------------------------------------- | ----------------------------------- | ---------------------------------
|Acquisition                                    |                                         |  |                               |   |                               |   |                               |   |                                         |                                     |                                  
|Bahuerachi
      - Mexico                      | 221,465                                 |  | 27,148                        |   | 875,246                       |   | 84,506                        |   | 1,208,365                               | 3,285                               | 1,211,650                        
|Weedy
      Lake -
      Saskatchewan          | 637,844                                 |  | -                             |   | -                             |   | -                             |   | 637,844                                 | -                                   | 637,844                          
|Carat
      and Kelsey - Northwest Territories | 246,112                                 |  | -                             |   | -                             |   | -                             |   | 246,112                                 | -                                   | 246,112                          
|Keni
      -  Nunavut                          | 51,770                                  |  | 3,750                         |   | (55,520)                      | c | -                             |   | -                                       | -                                   | -                                
|Other                                          | 10,588                                  |  | (4,245)                       |   | 926                           |   | -                             |   | 7,269                                   | -                                   | 7,269                            
|Total
      Acquisition                        | 1,167,779                               |  | 26,653                        |   | 820,652                       |   | 84,506                        |   | 2,099,590                               | 3,285                               | 2,102,875                        
|Exploration                                    |                                         |  |                               |   |                               |   |                               |   |                                         |                                     |                                  
|Bahuerachi
      - Mexico                      | 1,026,583                               |  | 22,319                        |   | 762,204                       |   | 4,182,291                     |   | 5,993,397                               | 1,704,191                           | 7,697,588                        
|Weedy
      Lake - Saskatchewan                | 1,743,702                               |  | 100                           |   | 357                           |   | -                             |   | 1,744,159                               | -                                   | 1,744,159                        
|Carat
      and Kelsey - Northwest Territories | 415,813                                 |  | 282,434                       |   | (591,975)                     | d | (119,000)                     | f | (12,728)                                | -                                   | (12,728)                         
|Keni
      -  Nunavut                          | 227,505                                 |  | (23,912)                      | a | (203,593)                     | e | -                             |   | -                                       | -                                   | -                                
|Other                                          | 35,937                                  |  | (22,794)                      | b | (5,781)                       |   | 2,375                         |   | 9,737                                   | -                                   | 9,737                            
|Total
      Exploration                        | 3,449,540                               |  | 258,147                       |   | (38,788)                      |   | 4,065,666                     |   | 7,734,565                               | 1,704,191                           | 9,438,756                        

(a)

Costs
of $16,478 net of recoveries and write-offs of $40,390.

(b)

Write-offs
of $22,794.

(c)

Costs
of $92 net of write-offs of $55,612.

(d)

Costs
of $37,772 net of cost recoveries of $546,247 that pertained to an arbitration
award of reimbursed joint venture over-expenditures and reimbursed arbitration
costs, all of which had been capitalized to the property, and net of option
receipts of $83,500.

(e)

Costs
of $2,753 net of write-offs of $206,346.

(f)

Option
receipts.



Bahuerachi



Tyler's principal
exploration property in Mexico is Bahuerachi, located in the state of Chihuahua
roughly 8 kilometers north of the town of La Reforma, Sinaloa.  The base
and precious metals of interest on the property are copper, molybdenum, gold,
zinc and silver.



(i)

Property
Location And Description



Property Location



Bahuerachi lies in
southwestern Chihuahua state, Mexico, about 5 km northeast of the Sinaloa state
boundary (Figure 2.1). The closest town is La Reforma, Sinaloa, located some 8
km to the south.  A small village of less than 100 inhabitants (Bahuerachi)
is located on the western portion of the permit area.



20



---

Property Description



The Bahuerachi property
presently consists of four mining concessions totalling 5,257 ha as follows:



|Concession       | Title Number | Area (Ha) | Date Issued | Expiry         | Type        
|---------------- | ------------ | --------- | ----------- | -------------- | ------------
|Bahuerachi       | T 211761     | 500       | 2000        | July 2050      | Exploitation
|Bahuerachi Dos   | T 215572     | 2788      | 2002        | March 2052     | Exploitation
|Bahuerachi Tres  | T 215511     | 30        | 2002        | February 2008  | Exploration 
|Bahuerachi Cinco | T 225440     | 1939      | 2005        | September 2011 | Exploration 



The
prospect is under four contiguous concessions, which were issued in 2000, 2002
and 2005.  The majority of the prospect, 3,288 hectares, is under two
exploitation type concessions, which expire in 2050 and 2052.  An
additional 1,969 hectares are under exploration concessions which expire in
February 2008 and September 2001; however, the concessions may be converted to
exploitation permits.



Figure 2.1-General Location Map

Title



The Bahuerachi property
is subject to an option agreement with a Mexican national, (the "Optionor").
At July 31, 2005 Tyler had a 95% interest in the property, subject to
verification by the Optionor.   The Optionor held the remaining 5%
interest in the property at July 31, 2005.  This 5% property interest is
convertible into a 10% net profits interest.  The 5% property interest or
the 10% net profits interest, as the case may be, can be purchased by Tyler for
US $700,000 pursuant to an option expiring October 21, 2006.



Permits and Liabilities

Tyler
maintains the necessary annual environmental reporting on the prospects, and the
last report was prepared and filed in 2005.  Tyler has the necessary
permits for its current program of drilling.  Tyler is responsible for the
maintenance in good standing of the prospects under the agreement, including all
statutory filings and tax payments.  Tyler currently pays annual mining
duties of approximately US$36,000 for the four concessions.



21



---





[cdg20k021706004.gif]



Concession Blocks - The latest
survey plans utilized to register the Bahuerachi Tres exploration concession.
The Bahuerachi 5 concession extends the northern part of the western boundary
and the entire northern boundary by approximately 2 kilometres.



(ii)

Accessibility,
Climate, Physiography, Local Resources And Infrastructure Access

The
Bahuerachi prospect lies in the southwestern portion of Chihuahua State, about
five kilometers northeast of the Sinaloa State border.  The closest town is
La Reforma, Sinaloa, located about eight kilometers to the south.
   The prospect is accessed by secondary unpaved roads from Choix,
Sinaloa which takes about four hours and requires a ferry crossing of Rio Fuerte.
 Access to Choix is by paved roads.  Access to the property is
possible year round.  Access throughout the prospect is by a network of
exploration roads and numerous foot/burro trails, including well-developed
trails in Arroyo Reforma and several major tributary drainages. A few of these
have been partially upgraded to allow the use of all terrain vehicles.

The
closest town, La Reforma, offers limited health services (nursing station) as
well as phone/fax services and a poorly stocked country store which sells
essential supplies.  Supplies such as food, electrical/mechanical supplies
and fuel are typically sourced out of the city of Choix where a wide range of
products can be found. Supply trips to Choix from the property can usually be
completed in one day when ferry service across the El Fuerte reservoir is
available.



22



---

Electrical
power is not presently available on the property, and the closest hydroelectric
power generating facility is located roughly 25 kilometers to the south west of
the property, at Huites on the El Fuerte River. The current power grid extends
to the village of La Reforma, eight kilometers south of the property.

Water
is present year round throughout the concessions in the major arroyos, such as
Arroyo Reforma which crosses the property in a north-south direction. Drinking
water is available either by filtering water from local arroyos or obtained from
artesian wells at the village of Bahuerachi.



Climate and
Physiography



The climate on the
property is typical of this area of the Sierra Madre with a dry, arid climate
for most of the year punctuated by typically heavy rains during the period from
September to November.



Terrain is rugged to
extreme, rising abruptly from main valleys at about 200 m above sea level to
peaks at 1,300 m.



(iii)

Property
History

According
to available records, the prospect has been visited by numerous large companies
over the years, but their limited exploration efforts appear to have yielded
little actual modern exploration data.  It also appears that the work done
by these companies was concentrated on the main zone of the prospect and not in
the farther reaches of the concessions.  Thus, Tyler will be required to
conduct a full range of exploration studies and evaluations to properly assess
the potential of the overall prospect.  The historical workings and
explorations of the concessions at best can only serve as a guide to where
Tyler's activities will be focused.



(iv)

Geological
Setting



Regional Geology



The geology of
northwestern Mexico is dominated by the Sierra Madre Occidental, a belt of
Cretaceous to Tertiary volcanic rocks extending southeasterly from the US border
for 1,400 km. These rocks comprise a lower (45 to 100 million year old) sequence
of andesitic flows and pyroclastic rocks, uncomformably overlain by a
distinctive, upper (27 to 34 million year old) ignimbrite complex.  The
upper complex, probably the most extensive of its type on earth, is up to 1 km
thick.  A thick sequence of Triassic-Cretaceous volcano-sedimentary
sequence is exposed between the Pacific Coast and the western slopes of the
Sierra Madre. Cretaceous and Tertiary intrusive rocks occur in a belt, 60 km-100
km wide, immediately inland of the coast.



Property Geology



At the property scale,
a large range of the units previously described are exposed by the presence of
an erosional window through the late Tertiary volcanic sequence.



At the base of the
sequence, the Triassic-Jurassic-Cretaceous volcano sedimentary units are well
exposed and consist of interbedded sediments (conglomerates, sandstones and
siltstones), carbonates and limy sediments as well as andesitic volcanic flows.
Field observations where bedding relationships can readily be observed indicate
that these units were folded although fold geometry and amplitude have not yet
been defined.  Evidence for thrusting is also present on a regional scale.



These units are locally
overlain by the Tertiary andesitic, pyroclastic and ignimbrite flows and are
intruded by a series of intrusions ranging in composition from dioritic to
rhyolitic.



23



---



An important intrusive
complex consisting of multiple intrusions ranging in composition from mafic (dioritic/andesitic)
to felsic (rhyolitic) is present on the property. The core of this complex is
exposed over a north-south distance of at least 10 km by a minimum width of 3 km
although its total extent is not known at present.  The best exposures of
this complex occur along arroyo Reforma from the north end of the property to
the town of La Reforma and then southerly to the El Fuerte River. Most of the
intrusive complex consists of fault bound (post emplacement faults) dyke like
bodies with a volumetrically dominant dacitic core. The dacitic bodies have now
been observed at the Property's main zone as varying in widths from 50 m to
over 200 m in width.  Numerous andesitic or rhyolitic dykes with widths in
the 1 m-10 m range are seen cutting the dacitic core in both north-south and
locally east-west orientations. These later dykes have been observed to the east
of the property cutting the base of the tertiary sequence providing an age
constraint on these intrusive events.  It can be noted that the late dykes
are predominantly observed as fresh, unaltered rocks at the main zone and are
therefore considered as being post-mineralization.



Large scale faulting is
observed on the property and some of the late faults have been intruded by
flow-banded rhyolite dykes.  Important fault systems occur in both roughly
north-south and east-west directions.  Important displacement in the
>100 m range can be inferred using the base of the uncomformably tertiary
ignimbrite complex as a marker horizon. To the north-east of the property,
Cretaceous carbonate units and sedimentary rocks can be seen at the same
topographic level as tertiary ignimbrites across the valley of arroyo Cieneguita
which marks a major north-south fault structure.  This particular fault
structure, which is well exposed in the dry creek bed, is characterized by a
thick section of coarse polymictic fault breccia. The importance of faulting is
crucial in terms of the exploration model as creating zones of structural
weakness and/or dilation propitious for the emplacement of magmas and subsequent
mineralizing fluids.



Detailed mapping to
date has only been carried out at the site of identified mineralization.



(v)

Mineralization

Currently,
there are seven significant zones of mineralization identified within the entire
prospect.  One of these zones is the focus of the current phase of
exploratory work.  In the main zone, it is expected that copper and gold,
along with other base metals, may be present at levels that will be commercially
viable for later work.  Subsequent sections outlining results from
historical and ongoing work support the widespread presence of copper
mineralization with locally elevated concentrations

In
the Los Alisos zone, there appears to be a gold-silver hydrothermal system,
which has had some mapping and sampling at the surface.  Initial reverse
circulation drilling, with 4 holes, returned anomalous gold, silver and zinc
values typical of mineralized low-sulphidation epithermal systems in Mexico.
Early results confirm that the Los Alisos target deserves further drilling work.

Work
to date has only been on specific areas within the prospect.  This work has
outlined a mineralized complex with overall surface widths and grades comparable
to that of historical or present economic producers within a mineralized
porphyry-style complex.



(vi)

Exploration

Tyler's
Exploration

Since
its initial acquisition of its interest in the Bahuerachi prospect in 1994,
Tyler has pursued activities designed to commence exploration of the concession
area.  Tyler initially built a rudimentary road access to the area. Tyler
then initiated drilling in an effort to define a small zone of near-surface
copper oxide mineralization within the main zone.  This initial drilling
campaign was conducted in 1997 to evaluate the near surface copper-oxide
potential of the prospect.  It was conducted on a theoretical 50-meter
center grid to cover an area of roughly 400 meters by 200 meters over what was
believed to be the core of the mineralized system in the main zone.  Initial
holes were planned as vertical holes to evaluate a possible near-surface,
sub-horizontal zone of copper oxide enrichment (oxide blanket). Although
mineralization was found to be widespread, even outside the higher grade
replacement zones, drill hole location and drilling directions did not allow for
adequate testing of the higher grade zones or the mineralized intrusion as
defined by subsequent work. Core recovery also reportedly averaged only 70% over
the program with heavy losses in altered, mineralized sections as well as within
intrusive sections.



24

---

Plotting
of the 1997 drill holes shows that 10 of the 18 holes were located in the
sediments and volcanics outside of the main skarns or mineralized dacitic
porphyry. Only two holes were collared in the high grade replacement skarn zones
but were poorly oriented in terms of recently established geological controls.
Regardless of this deficiency, results of the 1997 drilling include the
following reported statistics which remain valid in the context of future
exploration on the prospect, in the main zone: cumulative 166.06 m of drill
intersections in the exoskarn averaged 1.17% copper with a range of 0.23%-2.34%
copper, cumulative 111.43 meters in altered andesites and sediments was found to
average 0.58% copper with a range of 0.28%-0.86% copper and a cumulative 59.7
meters of intersections of copper mineralization in the altered dacitic porphyry
intrusion  was found to grade 0.67% copper with a range of 0.28%-1.28%
copper.  All of these ranges are considered within the type of values
expected in an economic porphyry style system and associated high grade skarn
zones.



1997 Drill Hole Data Summary



|DRILL
      HOLE DATA | MINERALIZATION (sections above
      0.50% copper in bold)
|--------------------- | ----------------------------------------------------------
|Drill hole#           | Total depth                                               
|T-97-1                | 41.46                                                     
|                      |                                                           
|T-97-1-A              | 116.77                                                    
|                      |                                                           
|T-97-2                | 101.52                                                    
|                      |                                                           
|T-97-3                | 101.52                                                    
|                      |                                                           
|                      |                                                           
|T-97-4                | 89.33                                                     
|                      |                                                           
|T-97-5                | 101.52                                                    
|                      |                                                           
|T-97-6                | 101.52                                                    
|                      |                                                           
|                      |                                                           
|T-97-7                | 101.52                                                    
|                      |                                                           
|T-97-8                | 101.52                                                    
|                      |                                                           
|                      |                                                           
|T-97-9                | 101.52                                                    
|T-97-10               | 46.65                                                     
|                      |                                                           
|T-97-11               | 69.82                                                     
|                      |                                                           
|                      |                                                           
|T-97-12               | 60.06                                                     
|T-97-13               | 27.44                                                     
|                      |                                                           
|T-97-14               | 89.33                                                     
|                      |                                                           



25



---





|DRILL
      HOLE DATA | MINERALIZATION (sections above
      0.50% copper in bold)
|--------------------- | ----------------------------------------------------------
|Drill hole#           | Total depth                                               

|        |       |     |     | 50.45 | 53.35 | 2.90 | 0.12
|------- | ----- | --- | --- | ----- | ----- | ---- | ----
|        |       |     |     | 53.35 | 60.22 | 6.87 | 0.47
|T-97-15 | 55.79 | 200 | -70 | 0.60  | 3.96  | 3.36 | 0.36
|        |       |     |     | 49.39 | 55.79 | 6.40 | 0.87

|T-97-16 | 101.52 |  | -90 | 23.00 | 31.40 | 8.40  | 0.29
|------- | ------ |  | --- | ----- | ----- | ----- | ----
|        |        |  |     | 31.40 | 54.00 | 22.60 | 0.18
|        |        |  |     | 54.00 | 62.50 | 8.50  | 0.06
|        |        |  |     | 62.50 | 74.00 | 11.50 | 0.13
|        |        |  |     | 74.00 | 80.18 | 6.18  | 0.54
|        |        |  |     | 80.18 | 92.50 | 12.32 | 0.14
|        |        |  |     | 92.50 | 93.60 | 1.10  | 1.34
|T-97-17 | 45.73  |  | -90 | 0.60  | 26.22 | 25.62 | 0.16
|        |        |  |     | 26.22 | 35.98 | 9.76  | 1.26
|        |        |  |     | 35.98 | 45.12 | 9.14  | 0.21
|T-97-18 | 54.88  |  | -90 | 5.18  | 24.53 | 19.35 | 0.25
|        |        |  |     | 24.53 | 31.40 | 6.87  | 0.54
|        |        |  |     | 31.40 | 44.21 | 12.81 | 0.17



Other
prospecting programs conducted during this period allowed for the accumulation
of local to regional scale data that has greatly enhanced the understanding of
the mineralization and its potential at Bahuerachi.  A greater
understanding of regional stratigraphy and structure allows for the integration
of punctual data and evaluation of overall potential for each occurrence.  Numerous
mineralized showings have been identified on the property outside of the main
zone

In
2001, a surface exploration program to examine known showings with the objective
of determining geological controls and settings for existing mineralization.
 Previous datasets from prospecting programs offered punctual data in terms
of mineralized occurrences but without further mapping, this data could not be
used to outline the potential of any one area as true widths of mineralized
systems could not be determined with reasonable certainty.  The 2001
program was successful in outlining minimum surface length and widths for
mineralization at the main zone and the Mina Mexicana and Los Alisos areas.
 It also provided for greater understanding of the geological context and
controls on the known mineralization and as such, created the base necessary for
drilling recommendations on the property.



A short program of
underground sampling was conducted in August 2003 in conjunction with a number
of field property visits with third parties.  The short program centered on
the partial rehabilitation of an historical adit. The program objective was to
collect data at depth which, in conjunction with the 2001 surface data, would
allow for the generation of an interpretative cross-section across the system.



Tyler conducted an
airborne geophysical survey on the property in February 2004 in preparation for
an exploratory drilling program that commenced in April 2004.



Phase 1 Drilling
Program



The 2004 Phase 1
Drilling program consisted of 1,084 meters of diamond drilling as well as
mechanized trenching.  Field work started in March and lasted through to
early June 2004.  The program successfully confirmed the extensive and
continuous nature of high grade copper, gold, silver and locally zinc bearing
breccia and skarn bodies.  These occur locally within, on the edges, and
away from the main mineralized porphyry (QFP).  The mineralized intrusive
complex, including mineralized sediments and high grade breccia and skarn zones
in the core of the complex, has now been outlined at surface over an area in
excess of 4 kilometers in strike length with widths varying between 200 meters
to in excess of 700 meters. Overall results continued to confirm the presence of
mineralization with bulk mining potential in a world class sized porphyry
setting at the Bahuerachi Property.



26



---



The Phase I drilling
program in 2004 ended with the completion of 12 drill holes for a cumulative
1,084 meters of drilling.  Due to generally poor ground conditions, all
drill holes were terminated before reaching their full planned target depths,
often within mineralized zones.  Phase I drilling confirmed the extensive
and continuous nature of high grade copper, gold, silver and locally
zinc-bearing breccia and skarn bodies.  Encouraging grades within
stockworked veined main mineralized porphyry in the northern part of the area
tested during Phase I include 3.05 meters grading 0.73% copper and 3.05 meters
grading 0.18% copper and 0.35 g/t gold at the end of drill hole #11.  The
results of the Phase 1 drilling program are summarized in the table below.
 Data for drill holes 1 and 2 are not included as generally poor core
recovery did not allow for proper sampling to be carried out.



Phase 1 Drilling
summary: drill holes # 3 through 12, significant intervals:



|DRILL
      HOLE # | FROM
       (m) | TO
      (m) | Interval
      (m) | Copper
      (%) | Gold
      (g/t) | Silver
      (g/t) | Zinc
      (%) | Rock
      type
|------------------ | --------------- | ------------ | ------------------ | ---------------- | ---------------- | ------------------ | -------------- | ---------------

|04-BAH-03 | 28.04  | 49.38  | 21.34  | 3.11
      % | .09  | 19.42 | 1.25 | breccia
      pipe/skarn                                      
|--------- | ------ | ------ | ------ | ------------ | ---- | ----- | ---- | --------------------------------------------------------------
|04-BAH-04 | 21     | 79     | 58     | 0.72
      % |      |       |      | Chalcocite
      blanket/QFP/breccia skarn                    
|Including | 21     | 45     | 24     | 1.16
      % | .02  | 3.23  | .02  | Chalcocite
      blanket/skarn/QFP                            
|Including | 63     | 79     | 16     | 0.76
      % | .05  | 9.67  | 0.60 | breccia
      pipe/skarn                                      
|04-BAH-05 | 14     | 122.43 | 108.43 | 0.63
      % |      |       |      | Chalcocite
      blanket/QFP/marble/
      breccia
      skarn
|Including | 14     | 32     | 18     | 0.69
      % | .02  | 4.83  | .14  | Chalcocite
      blanket/skarn/QFP                            
|Including | 101.19 | 122.43 | 21.24  | 1.61
      % | 0.10 | 21.39 | 0.58 | breccia
      pipe/skarn                                      
|O4-BAH-06 | 1.5    | 37     | 35.5   | 3.08
      % | 0.14 | 15.37 | 0.09 | breccia
      pipe/skarn                                      
|04-BAH-07 | 2.74   | 44.00  | 41.26  | 2.18
      % | .13  | 15.59 | 0.11 | breccia
      pipe/skarn                                      
|04-BAH-08 |        |        |        |              |      |       |      | abandoned                                                     
|04-BAH-09 | 12.8   | 19.1   | 6.3    | 0.63         | 0.05 | 4.3   | 0.08 | QFP/Skarn                                                     
|          | 76.6   | 87.5   | 10.9   | 0.63         | 0.03 | 6.4   | 0.11 | skarn                                                         
|04-BAH-10 | 18.9   | 31.5   | 12.6   | 0.65         | 0.02 | 1.3   | 0.2  | Seds/skarn                                                    
|          | 39.3   | 49.2   | 9.9    | 0.68         | 0.06 | 4.4   | 0.19 | Skarn                                                         
|          | 64.6   | 76.9   | 12.3   | 0.34         | .04  | 2.6   | 0.07 | Skarn                                                         
|04-BAH-11 | 37.2   | 60.1   | 22.9   | 1.14         | 0.18 | 6.9   | 0.06 | Sediments/Skarn
      breccia/QFP                             
|including | 41.3   | 51.2   | 8.9    | 2.07         | 0.22 | 9.6   | 0.10 | Skarn
      breccia                                           
|04-BAH-12 |        |        |        |              |      |       |      | abandoned                                                     
|          |        |        |        |              |      |       |      |                                                               



Tyler's
Management believes that Phase 1 has accomplished its objectives, which were to
confirm the continuity and grade of surface mineralization and obtain a better
understanding of the geologic controls on mineralized zones. High grade
breccia-skarn zones have been traced at surface over a strike length exceeding
1,200 metres, and have been traced by drilling over a strike length of 500
metres, to depths of up to 100 metres.  The average width of this unit in
drilling to date is approximately 24 metres and the weighted average grade of
drill sections is 2.29% copper, 0.12 g/t gold, 15.9 g/t silver and 0.40% zinc.
The breccia unit remains open along strike and at depth.  A supergene
enrichment blanket has also been confirmed although its extent remains poorly
defined.  Encouraging grades within stockwork veined QFP in the northern
part of the area tested during Phase 1 include 3.05 metres grading 0.73% copper
and 3.05 metres grading 0.18% copper and 0.35 g/t gold at the end of drill hole
#11.  Combined with surface chip samples in variably leached intrusion
grading 0.51% copper over 24 metres and 36 metres grading 0.40% copper, this
provided an excellent porphyry copper target currently being tested during Phase
2.



27



---



Phase 2 Drilling
Program



Tyler's private
placements in March, 2004 and April, 2005 were used to finance the May/June 2004
drill program and a portion of the 2004/2005 Phase II drill program, initially
budgeted in the range of $2.6 million to $2.9 million.  Actual Phase II
costs have exceeded the budget by approximately $1 million, as more money was
available with the receipt of additional working capital from the exercise of
warrants and options and the promising results.  The Phase II Program will
continue to test the strike width, and depth potential at Bahuerachi, and aims
to clearly demonstrate the bulk tonnage potential of the system.  The Phase
II program was budgeted to cover approximately 3,500 meters of core drilling and
7,300 meters of reverse circulation drilling, (3,000 core and 1,961 m RC
completed during the months of January through April, 2005).   Actual
meters drilled during the months of January through April were less than
budgeted, primarily because use of the RC rig was terminated, hence there was a
shortfall of actual costs compared to budget for that period.   Drill
results were being released in batches as drilling progressed.  Samples are
shipped to ALS Chemex in Hermosillo, Mexico with final assay work conducted by
ALS Chemex labs in Vancouver.



Assay results for the Phase 2 drilling
program to date are summarized in the tables below (drill holes BAH-13 to BAH-44
and RC 1 to 16).



Drill
holes #04-BAH-13 and 04-BAH-14, most significant intersections:



|Hole
      # | From
      (m) | To
      (m)       | Interval
      (m) | Cu
      (%) | Mo
      (%) | Zn
      (%) | Pb
      (g/t) | Ag
      (g/t) | Au
      (g/t) | Rock
      Type         
|------------ | -------------- | ------------------ | ------------------ | ------------ | ------------ | ------------ | -------------- | -------------- | -------------- | ------------------------
|BAH-13*      | 53.3           | 77.05
      (EOH)  | 23.75              | 0.41         |              |              |                |                |                | Chalcocite
      blanket
|BAH-14       | 7.3            | 60                 | 52.7               | 0.25         |              |              |                | 2.3            |                | Chalcocite
      blanket
|             | 120            | 225.15             | 105.15             | 0.42         | 0.008        | 0.16         |                | 5.2            | 0.04           | Mixed                   
|Including    | 162            | 180                | 18                 | 1.20         |              | 0.35         |                | 13             | 0.13           | Breccia/skarn           
|Including**  | 216            | 225.15
      (EOH) | 9.15               | 0.37         | 0.032        | 0.29         | 0.40           | 6              | 0.02           | PORPHYRY                



*
As previously reported, drill hole #13 was stopped in mineralization before its
planned target depth due to difficult ground conditions.  The last sample
interval in the hole graded 1.95% Cu over 1.05 meters. Two reverse circulation
drill holes (RC-1, RC-2) were subsequently drilled on the same section as drill
hole # 13.

**
Mineralization in the porphyry consists of fractured controlled and disseminated
sulphides.  The hole ended in mineralized porphyry.



Drill hole #04-BAH-15, most significant
intersections:



|Hole
      #       | From
      (m) | To
      (m)      | Interval
      (m) | Cu
      (%) | Zn
      (%) | Ag
      (g/t) | Au
      (g/t) | Rock
      Type         
|------------------ | -------------- | ----------------- | ------------------ | ------------ | ------------ | -------------- | -------------- | ------------------------
|04-BAH-15          | 16             | 159               | 143                | 0.71         | 0.22         | 6              |                | Mixed                   
|Including          | 28             | 60                | 32                 | 1.17         |              | 4              |                | Chalcocite
      blanket
|Including          | 120            | 159               | 39                 | 1.02         | 0.69         | 13             | 0.10           | Breccia/skarn           
|                   | 159            | 160.7             | 1.7                |              |              |                |                | No
      Sample*        
|Including
      ** | 160.7          | 166.3
      (EOH) | 5.6                | 2.15         | 0.62         | 31             | 0.24           | Breccia/skarn           

*From
159 to 160.7 meters, all core was lost during the drilling process and no sample
was recovered.

**The
drill hole ended in mineralization before reaching its total planned target
depth. In previous status updates, drill hole #15 was described as ending at
176.6 meters. The correct final depth is 166.3 meters.



28



---



Significant Intervals drill holes #16
(bottom) and #17 are presented in the table below.



|Hole
      # | From
      (m) | To
      (m)      | Interval
      (m) | Copper
      (%) | Gold
      (g/t) | Silver
      (g/t) | Zinc
      (%) | Mo
      (%) | Rock
      Type                    
|------------ | -------------- | ----------------- | ------------------ | ---------------- | ---------------- | ------------------ | -------------- | ------------ | -----------------------------------
|BAH-16*      | 32             | 148               | 116                | 0.35             |                  | 2                  |                |              | Seds+minor
      QFP               
|BAH-16       | 158            | 186.8             | 28.8               | 0.37             | 0.04             | 4                  | 0.14           | 0.05         | QFP+/-skarn                        
|BAH-16       | 186.8          | 217.2
      (EOH) | 30.4               | 0.57             | 0.03             | 5                  | 0.17           | 0.023        | QFP,
      minor skarn, sheared QFP
|             |                |                   |                    |                  |                  |                    |                |              |                                    
|BAH-17       | 174.5          | 191.4             | 16.9               | 0.80             | 0.07             | 13.7               | 0.31           |              | Skarn/breccia                      

* 32
to 148 meters results previously released



Significant intervals
for drill hole BAH #21:



|Hole
      # | From
      (m) | To
      (m) | Interval
      (m) | Copper
      (%) | Gold
      (g/t) | Silver
      (g/t) | Zinc
      (%) | Rock
      Type  
|------------ | -------------- | ------------ | ------------------ | ---------------- | ---------------- | ------------------ | -------------- | -----------------
|BAH-21       | 108            | 249.45*      | 141.45             | 0.41             |                  | 6.1                | 0.3            | QFP/Skarn/Breccia

|Including | 139.85 | 151 | 11.15 | 1.55 | 0.13 | 18.9 | 0.90 | Skarn/Breccia
|--------- | ------ | --- | ----- | ---- | ---- | ---- | ---- | -------------
|Including | 201    | 215 | 14    | 1.06 | 0.08 | 11.6 | 0.17 | Skarn/Breccia

*Drill
hole BAH-21 was stopped in mineralization grading 0.47% copper, 0.06 g/t gold
and 5 g/t silver.



Significant intervals for drill holes DDH-BAH #24 and 25.



|Hole #    | From (m) | To (m)      | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%) | Rock Type                                               
|--------- | -------- | ----------- | ------------ | ---------- | ---------- | ------------ | -------- | ------ | --------------------------------------------------------
|BAH-24    | 2.45     | 316.7 (EOH) | 314.25*      | 0.47       | 0.04       | 7.7          | 0.46     | Trace  | Skarn/Limestone/Sediments
(hole ended in mineralization)
|Including | 62.4     | 83.4        | 21           | 0.69       | 0.13       | 20.4         | 4.7      | Trace  | Skarn                                                   
|Including | 127.4    | 150.65      | 23.25        | 2.04       | 0.15       | 28           | 0.68     | Trace  | Skarn                                                   
|BAH-25    | 6.80     | 160         | 148.15**     | 0.49       | 0.12       | 8.8          | 0.35     | 0.01   | Skarn/Marble/QFP                                        
|Including | 6.8      | 85          | 73.15**      | 0.90       | 0.23       | 16.7         | 0.70     | 0.007  | Skarn/Marble                                            
|Including | 8        | 43.1        | 34.5***      | 1.47       | 0.5        | 28.7         | 1.26     | Trace  | Skarn                                                   

*Excludes 3m of lost core at 83.4 meters.

** Excludes lost core over 5.05 meters in 4 sections between 13.75 meters and 73.65 meters

***Excludes 0.55 meters lost core at 14.3 meters



Significant intervals for drill holes DDH-BAH #26, 27, 30.



|Hole # | From (m) | To (m) | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%) | Rock Type                                        
|------ | -------- | ------ | ------------ | ---------- | ---------- | ------------ | -------- | ------ | -------------------------------------------------
|BAH-26 | 5        | 55     | 50           | 0.62       | 0.08       | 2.6          | 1.01     | trace  | Chalcocite in hornblende porphyry and minor skarn
|and    | 159      | 175    | 16           | 0.34       | 0.06       | 8.5          | 0.13     | trace  | Skarn                                            
|BAH-27 | 2        | 27     | 25*          | 0.40       | trace      | 3.2          | 0.23     | trace  | Copper oxides in hornblende porphyry             
|BAH-30 | 22.3     | 26     | 3.7          | 6.07       |            | 14.1         | 0.39     |        | High grade copper oxides in limestone            
|and    | 98       | 106    | 8            | 0.45       | 0.05       | 13.7         | trace    | trace  | Calcareous sediments                             

*Excludes 1.6 m of lost core at 7.1 meters.

** Diamond drill hole #29 was lost at a depth of 77 meters and was twinned with drill hole #30 to target depth and for which results are reported.

29



---



Significant intervals for drill holes DDH-BAH #28 and 31.



|Hole #    | From (m) | To (m) | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%) | Rock Type               
|--------- | -------- | ------ | ------------ | ---------- | ---------- | ------------ | -------- | ------ | ------------------------
|BAH-28    | 32.6     | 193.75 | 161.15*      | 0.5        | 0.04       | 7.8          | 0.24     | .009   | Sediments/Skarn/Porphyry
|including | 168      | 193.75 | 25.75**      | 1.35       | 0.13       | 33.8         | 1.00     | 0.024  | Breccia/Skarn           
|BAH-31    | 32       | 225.4  | 193.4***     | 0.63       | 0.05       | 9.4          | 0.40     | Trace  | Sediments/Skarn/Porphyry
|including | 166.25   | 225.4  | 59.15****    | 1.33       | 0.13       | 21.8         | 1.09     | 0.01   | Breccia/Skarn           

*Excludes 9.25m of lost core over interval.

** Excludes 3.15m of lost core over interval.

***Excludes 5.7 meters lost core over interval

****Excludes 5.7 meters lost core over interval.



Significant intervals for drill holes DDH-BAH #32.



|Hole #    | From (m) | To (m)      | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%) | Rock Type                   
|--------- | -------- | ----------- | ------------ | ---------- | ---------- | ------------ | -------- | ------ | ----------------------------
|BAH-32    | 85.75    | 140.75      | 55           | 0.29       | 0.04       | 3.54         | trace    | 0.01   | Sediments/Oxides/Minor Skarn
|          | 155.85   | 211.40 EOH* | 55.5         | 0.74       | 0.11       | 5.26         | 0.23     | 0.01   | Skarn                       
|Including | 176      | 211.40*     | 35.4         | 1.10       | 0.16       | 7.66         | 0.32     | Trace  | Skarn                       

* The hole was lost at 211.40 meters in mineralization grading 0.74% copper and 0.016% Molybdenum due to poor drilling conditions.



Significant intervals for drill holes DDH-BAH #38 and 39.



|Hole # | From (m) | To (m)      | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%) | Rock Type                
|------ | -------- | ----------- | ------------ | ---------- | ---------- | ------------ | -------- | ------ | -------------------------
|BAH-38 | 30       | 66.1        | 36.1*        | 0.45       | 0.03       | 3.4          |          | 0.016  | Sediments/Skarn/QFP Dyke 
|Within | 30       | 120.8
(EOH) | 90.8**       | 0.25       | 0.02       | 2.1          |          | 0.015  | Sediments/Skarn/QFP      
|BAH-39 | 34       | 66.5        | 32.5         | 0.34       | 0.02       | 2.1          |          | 0.012  | Sediments/Skarn/Minor QFP
|and    | 83.72    | 88.35       | 4.63         | 0.63       | 0.07       | 3.9          |          | 0.008  | Mineralized shear zone   

*Grade for the interval based on 32.45 meters of core recovered.

**Grade for the interval based on 86.35 meters of core recovered.

All intervals are interpreted true widths.



Significant intervals for drill hole DDH-BAH #40.



|Hole #    | From (m) | To (m)       | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%) | Rock Type                                   
|--------- | -------- | ------------ | ------------ | ---------- | ---------- | ------------ | -------- | ------ | --------------------------------------------
|BAH-40    | 13       | 190.3*
(EOH) | 177.3        | 0.34       | trace      | 2.0          | trace    | 0.001  | Sediments/minor skarn/porphyry              
|Including | 74       | 104          | 30           | 1.1        | 0.04       | 2.1          | trace    | 0.015  | Chalcocite blanket in sediments and porphyry
|Including | 74       | 180*         | 106          | 0.46       | 0.02       | 1.9          | trace    | 0.013  | Chalcocite and porphyry, minor skarn        

*Average grade includes dilution by 2 significant post mineral dykes totaling 22.4 meters

intervals are interpreted true widths.



30



---

RESULTS FROM DEEP CORE HOLE #43



Significant intervals for drill hole DDH-BAH #43*.



|Hole #    | From (m) | To (m)      | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%)    | Rock Type                                                
|--------- | -------- | ----------- | ------------ | ---------- | ---------- | ------------ | -------- | --------- | ---------------------------------------------------------
|BAH-43    | 155.3    | 476
(EOH)** | 320.7*       | 0.42       | 0.06       | 10.0         | 0.77     | Trace     | Marble/CRD/Skarn and calc silicate skarn                 
|Including | 287.3    | 332.6       | 45.30        | 0.36       | 0.23       | 23.9         | 3.72     | Anomalous | Marble/Massive sulphide CRD                              
|Including | 287.3    | 300         | 12.70        | 0.30       | 0.53       | 40.7         | 9.5      | Trace     | Massive sulphide CRD                                     
|And       |          |             |              |            |            |              |          |           |                                                          
|Including | 332.6    | 476 (EOH)** | 143.4        | 0.63       | 0.05       | 10.3         | 0.30     | 0.007     | Skarn and calc silicate skarn, minor massive
    sulphide

* Interpreted true widths of intercepts are estimated as 75-80% of quoted intervals.

**Hole ended in mineralization with last 4 meters grading 0.98% copper, 0.07 g/t gold and 9.2 g/t silver.



Significant intervals for drill holes DDH-BAH #41, 42 and 44 (partial)



|          |          |        |              |            |            |              |          |        |                                
|--------- | -------- | ------ | ------------ | ---------- | ---------- | ------------ | -------- | ------ | -------------------------------
|Hole #    | From (m) | To (m) | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%) | Rock Type                      
|BAH-41    | 30       | 68.7   | 28.65(I)     | 0.22       |            |              |          |        | Calc-silicate/skarn/QFP        
|And       | 127.3    | 155.4  | 28.1(II)     | 0.85       | 0.14       | 13.5         | 0.32     | 0.009  | Skarn                          
|BAH-42    | 104      | 114.15 | 10.15        | 0.66       | Trace      | 4.95         | Trace    | 0.004  | QFP                            
|          | 162      | 225.4  | 63.4(III)    | 0.37       | Trace      | 2.9          | Trace    | 0.011  | QFP/dykes/skarn                
|Including | 217.5    | 225.4  | 7.9(III)     | 1.01       | Trace      | 12           | trace    | 0.024  | Skarn                          
|BAH-44    | 0        | 172.1  | 172.1(IV)    | 0.5        | 0.05       | 3.0          | none     | 0.002  | Porphyry/oxide, minor sulphides
|Including | 20       | 102.1  | 82.1         | 0.74       | 0.08       | 4.5          | trace    | Trace  | Porphyry, sulphides            

(I)No core was recovered over a total of 10.05 meters over the interval. Average is based on core recovered and should be considered indicative only.

(II)Core recovery was average to low over the interval.  Averages should be considered indicative, not representative until further drilling is performed in the area.

(III) Excludes a 0.3 m interval of no recovery

(IV)Assays are reported to 172.1 meters.  Subsequent to the first pass sampling, the hole was extended to 305.85 meters total depth. Average includes dilution by 19.9 meters of post mineral dykes.

-All intervals are interpreted true widths.



Significant intervals for drill holes DDH-BAH 46 and DDH-BAH50, Section 3NE.



|Hole #   | From (m) | To (m) | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo
(%) | Rock Type                              
|-------- | -------- | ------ | ------------ | ---------- | ---------- | ------------ | -------- | ------ | ---------------------------------------
|BAH-46B* | 53.4     | 60.65  | 7.25         | 1.06       | 0.09       | 10.1         | Trace    | 0.005  | Skarn                                  
|         | 74       | 84     | 10           | 0.34       | 0.03       | 2.7          | Trace    | 0.006  | Skarn                                  
|         | 88       | 135    | 47           | 0.14       | 0.01       | 1.3          |          | 0.006  | Sediments, low grade halo              
|         | 178      | 216    | 38           | 0.17       | 0.01       | 1.8          | Trace    | 0.008  | Sediments, low grade halo              
|BAH-50** | 18       | 68.3   | 50.3         | 0.44       | 0.04       | 5.4          | trace    | trace  | Porphyry, oxides and chalcocite        
|         | 94.6     | 165.3  | 70.7         | 0.59       | 0.07       | 4.2          | Trace    | Trace  | Porphyry mixed chalcocite and sulphides
|         | 202      | 270    | 68           | 0.31       | 0.03       | 2.4          | Trace    | Trace  | Porphyry                               
|         | 412      | 443    | 31           | 0.13       | 0.01       | 1            | Trace    | 0.016  | Porphyry                               

*  Intervals are interpreted true widths.

**Results for last intervals from 443 meters to 478.5 meters (EOH) not yet received. Results are considered a representative test of the system.



31



---



Significant intervals for drill holes DDH-BAH 47 and DDH-BAH48, Section 345 North.



|Hole #    | From (m) | To (m) | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%) | Rock Type               
|--------- | -------- | ------ | ------------ | ---------- | ---------- | ------------ | -------- | ------ | ------------------------
|BAH-47    | 82       | 111    | 29           | 0.37       | 0.02       | 4.4          | trace    | trace  | Sediments, oxide blanket
|and       | 198.8    | 199    | 0.2          | 0.95       | 0.3        | 180          | 9.06     | trace  | CRD-massive sulphide    
|BAH 48    | 75       | 96     | 21           | 0.21       | 0.01       | 3            | trace    | trace  | Sediments, oxide blanket
|          | 221.5    | 317.5  | 96           | 0.5        | 0.03       | 5.1          | 0.15     | 0.008  | Skarn, sediments        
|including | 223      | 237    | 14           | 1.16       | 0.08       | 11.8         | 0.44     | trace  | Skarn                   
|and       | 328      | 391.5  | 63.5         | 0.24       | 0.01       | 1.9          | trace    | 0.009  | Mineralized sediments   

Results are interpreted true widths for the near surface oxide blanket and further intersections at depth in hole 48 are interpreted to be around 80% true width.



Significant intervals for drill hole DDH-BAH 49.



|          |          |        |              |            |            |              |          |        |                                  
|--------- | -------- | ------ | ------------ | ---------- | ---------- | ------------ | -------- | ------ | ---------------------------------
|Hole #    | From (m) | To (m) | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%) | Rock Type                        
|BAH-49    | 0        | 15     | 15           | 0.23       | 0.09       | 3            | trace    | 0.009  | Mixed porphyry, sediments, oxides
|          | 37.5     | 138    | 100.5        | 0.48       | 0.05       | 2.3          | trace    | 0.007  | Porphyry                         
|including | 52.45    | 96     | 43.55        | 0.75       | 0.05       | 3.2          | trace    | 0.01   | Porphyry, chalcocite             
|          | 145.85   | 298.25 | 152.4        | 0.13       | 0.02       | 1.5          | trace    | 0.008  | Porphyry                         

Intersections are interpreted true widths.



Drill hole RC-2, 3, 4, 5 and DDH 04-BAH-16 (partial)



|           |          |        |              |            |             |              |          |                        
|---------- | -------- | ------ | ------------ | ---------- | ----------- | ------------ | -------- | -----------------------
|Hole #     | From (m) | To
(m) | Interval (m) | Copper
(%) | Gold
(g/t)) | Silver
(g/t) | Zinc
(%) | Rock Type              
|RC 2       | 1.52     | 10.67  | 9.15         | 0.18       | 0.03        | 8.92         | 0.27     | Lst/skarn              
|Including  | 10.67    | 13.72  |              |            |             |              |          | No sample (adit)       
|RC-2       | 13.72    | 126.5  | 112.78       | 1.29       | 0.12        | 26.58        | 1.07     | Mixed                  
|Including  | 48.78    | 85.37  | 36.59        | 1.81       | 0.14        | 22           | 2.03     | Skarn/breccia          
|RC-3       | 27.44    | 73.17  | 45.73        | 0.92       |             |              |          | Chalcocite blanket     
|           | 83.37    | 96.04  | 12.67        | 0.77       | 0.11        | 12.65        | 0.73     | Sediments/breccia      
|           | 96.04    | 140.24 | 44.20        | 0.15       |             |              |          | QFP                    
|RC-4       | 44.21    | 70.12  | 25.91        | 0.60       |             |              |          | Chalcocite blanket     
|           | 79.27    | 89.94  | 10.67        | 0.33       |             |              |          | Mixed sed/QFP          
|           | 123.48   | 150.91 | 27.43        | 0.27       |             |              |          | Mixed sed/QFP          
|RC-5       | 12.20    | 32.01  | 19.81        | 0.53       |             |              |          | Sediments              
|           | 96.04    | 160.06 | 64.02        | 0.31       |             | 2.35         |          | QFP                    
|04-BAH-16* | 32       | 148    | 116          | 0.35       |             | 2            |          | Sediments and minor QFP
|Including  | 66       | 80     | 14           | 0.54       |             |              |          |                        



*Core hole #16 was stopped at 152 meters in December and was subsequently completed to its

planned target depth  of 217.2 meters.

*Drill holes RC3, 4 and 5 all ended in low grade mineralization.



Significant intervals for drill hole RC-18.



|Hole #    | From (m) | To (m) | Interval (m) | Copper (%) | Gold (g/t) | Silver (g/t) | Zinc (%) | Mo (%) | Rock Type       
|--------- | -------- | ------ | ------------ | ---------- | ---------- | ------------ | -------- | ------ | ----------------
|RC-18     | 6.10     | 103.63 | 97.53**      | 0.72       | 0.05       | 7.8          | 0.34     | Trace  | Skarn/QFP/Faults
|including | 85.34    | 103.63 | 18.29        | 2.28       | 0.25       | 31.4         | 1.14     | Trace  | Skarn           

** Excludes samples lost over 1.52 meters at 15.24 meters.  The hole was lost at 103.63 m in mineralization.



32



---



Los Alisos Low Sulphidation gold-silver epithermal target, (+/- 1.2 Km west of main zone porphyry Complex)



RC Drill holes #8-11, significant intervals:



|Hole #    | From (m) | To (m) | Interval (m) | Gold g/t | Silver g/t | Zinc %   
|--------- | -------- | ------ | ------------ | -------- | ---------- | ---------
|05-RC-8   | 16.76    | 24.38  | 7.62         | 3.0      | 34         | 0.53     
|including | 19.81    | 21.33  | 1.52         | 9.84     | 18.6       | 0.94     
|05-RC-9   | 22.86    | 32     | 9.14         | 2.18     | 182        | Anomalous
|including | 25.9     | 27.43  | 1.52         | 9.62     | 822        | Anomalous
|and       | 35.05    | 47.24  | 12.19        | 2.7      | 38.7       | 1.57     
|including | 44.2     | 45.72  | 1.52         | 9.53     | 111        | 4.32     

05-RC 10 and 11: strong quartz veining with anomalous gold, silver and zinc



(vii)

Sampling Methodology And Data Verification



Sample security and integrity during each phase of work and subsequent transport of samples to the ALS Chemex lab facilities to Hermosillo was insured through the use of individually numbered, tamper proof plastic tags.  No issues of tampering or missing tags were reported by the Hermosillo lab upon receipt of the samples from the field and samples were in the custody of Tyler personnel at all times before delivery to ALS-Chemex.



All drilling samples from the Phase 1 and 2 drilling programs were likewise treated for delivery to ALS Chemex Labs in Hermosillo. In addition, each batch of drilling samples sent for assay work includes a series of standards and duplicates samples.  No significant or ongoing discrepancies have been noted in the assay results upon review of the data and the Tyler remains satisfied with the current laboratory and analytical procedures used are satisfactory for the current stage of exploration.



(viii)

Mineral Processing And Metallurgical Testing



Samples from previous programs (both the surface and drilling) have been evaluated for copper and gold recovery. As neither a mineral resource nor an economic reserve has yet been delineated on the property to date, this work is considered to be of little present use as the characteristics of a potentially economic ore body have yet to be defined.



Data is available in previous reports concerning numerous SC 10 and SC 30 soluble copper analyses. These analyses were used to determine the amount of soluble copper and cobalt that could be extracted using a 10% and 30% sulphuric acid leach solution in given samples.  A number of bottle roll tests and sequential copper analyses were also carried out on some of the drill cores from the 1997 program.  Although of little use at this stage of exploration, the soluble copper tests carried out to date have not indicated that significant metallurgical problems should be anticipated for copper oxide recoveries at the main zone.



(ix)

Mineral Resource And Mineral Reserve Estimates



Work to date has not outlined a mineral resource or a reserve according to currently accepted Canadian Institute of Mining, Metallurgy and Petroleum guidelines.  As of the date of this report, there are no known reserves on the property and Tyler's proposed programs are exploratory in nature.



(x)

Interpretations And Conclusions



Interpretations



Work to date has outlined a mineralized complex with overall surface widths and grades comparable to that of historical or present economic producers within a mineralized porphyry-style complex. Both high grade skarns and a stockworked, mineralized porphyritic intrusion of significant extent have been outlined by surface work to date on the main zone of the property.



33



---



The presence of mineralized outcrops over a wide topographic range along the system, relatively numerous and extensive historical underground workings and the 1997 drilling data outline the fact that significant continuity both at depth, and areally can be expected within the system.



The presence of mineralization similar to or potentially genetically related to that seen at the main zone outline mineralization forming processes active over an area of more than 25 km2.



In many instances, the isolated nature of particular mineralized zones is a function of lack of data at this time.  Several areas have been demonstrated to contain mineralization of potentially economic grade.  Similarly, potential continuity between the San Juan and San Marcos occurrences as well as between the Cuesta Colorada and Los



Alisos occurrences are promising exploration targets.  Numerous other grassroots stage copper and gold occurrences have been identified on the property.



Conclusions



Further exploration is warranted on the property with the objective to first drill test the complete extent of the mineralized system at the main zone, test other targets and subsequently begin to   establish a resource base within the main zone complex.



(xi)

Recommendations



Phase 2 work, now consisting of a minimum of 25,000 meters of drilling, is ongoing to test the width, strike length and depth of mineralization to a minimum of 200 to 300 meters for the main zone mineralized complex. Of the next budgeted 20,000 meters, 12,200 meters have been allocated for this first pass testing.  Once drilling data is received from this exercise, Tyler will assign remaining meters in areas where further drilling is justified.  Tyler will continue drilling and other exploration activities on the property so long as exploration results so warrant and capital is available.

Weedy Lake Prospect, Saskatchewan

The Weedy Lake Prospect was staked as a claim in 1999.  To maintain the claims, annual assessment work of $11,925 is required, but there is an excess expenditure credit of $240,000 available to be applied against this obligation. To date, Tyler has incurred a total of $2,000,000 in exploration expenditures.

Tyler holds a 50.1% interest in the Weedy Lake Prospect, with the balance held by Golden Band Resources Inc., an unaffiliated party.  Tyler originally acquired its interest pursuant to an option and joint venture agreement with the Company.  During the fiscal year ended July 31, 2002, Tyler entered into an option agreement with Golden Band Resources under which it can earn up to one-half of Tyler's interest in the property by incurring a minimum of $100,000 of exploration expenditures on the prospect in each of the first three years of the option term and a minimum of $1,500,000 in aggregate over the four years ending December 31, 2005. Golden Band has been notified by Tyler that it is in default of its earn in commitments.  Tyler believes it can negotiate a sale to Golden Band or arrange different farm-out terms.

During the period from 1986 to 1990, Tyler drilled a total of 88 holes, for a total of 15,532 meters, on the Weedy Lake Prospect.  No exploration programs were carried out during the period 1990 to September 30, 1995.  During fiscal year 1996, Tyler carried out a two-phase diamond drill program in which it drilled an additional 57 holes.  The purpose of the program was to complete the evaluation of the previously defined gold mineralization and to generate the information necessary to determine whether or not economic levels of mineralization were present to consider an underground exploration program.  During fiscal year 1997, a re-compilation and re-interpretation of all diamond drill hole data was undertaken.  No work was carried out in the period of 1998 to 2002.



34



---

In 2002 and 2003, Golden Band Resources conducted till sampling on the prospect and recompiled historical data in order to generate new exploration targets.

As a result of this work, it is believed there may be viable amounts of gold mineralization.  The methods of recovery would have to be either open pit or underground exploitation.  Additional shallow drilling will be necessary to refine the open pit resource potential and underground resource potential would have to be re-evaluated after open pit recovery is underway.  There is substantial work that must be undertaken before any actual recovery can be commenced, and because Golden Band is in default under its agreement, this prospect may not ever be exploited by or on behalf of Tyler or result in any revenues.

Carat and Kelsey Properties, Northwest Territories

Tyler holds a 30% and 33% interest in the Carat and Kelsey prospects, respectively, in the Northwest Territories. Tyler shares these interests with Diamondex Resources Ltd. which holds a 70% interest in the Carat prospect and a 67% interest in the Kelsey prospect.Tyler has entered into an agreement with Majescor Resources Inc. giving Majescor an option to earn its entire interest of approximately 30% in the Carat and approximately 33% in the Kelsey diamond exploration joint ventures.Under this agreement, Majescor Resources must pay an aggregate of $300,000 and issue 300,000 shares and 200,000 warrants to Tyler.  Tyler will retain an interest in Majescor's net profits from these prospects upon completion of the option.



Business in General



(i)

Competitive Conditions



Significant competition exists for mineral exploration opportunities.  As a result of this competition, some of which is with large, established mining companies with substantial capabilities and greater financial and technical resources than Tyler, Tyler may be unable to acquire rights to exploit additional attractive exploration properties on terms it considers acceptable.



(ii)

Research and Development Expenditures

Tyler's mineral exploration expenditures incurred in the last three fiscal years ended July 31, 2005 and during the three months ended October 31, 2005 are described on page 20.



(iii)

Environmental Protection



Environmental legislation is evolving in a manner such that standards, enforcement, fines and penalties for non-compliance are becoming stricter.  Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees.  The cost of compliance with changes in government regulations has the potential to reduce the profitability of future operations.  To Tyler's knowledge, it is in compliance with all environmental laws and regulations in effect in Mexico, the Northwest Territories and Saskatchewan.



DIRECTORS AND OFFICERS OF TYLER



The following are the full names, municipality of residence, positions with Tyler and principal occupations within the preceding five years of all of the directors and officers of the Tyler:



35

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|Name, Municipality of Residence     | Current (or First and Last) Position with Issuer | Principal Occupation for the Past Five Years                                                                                      
|----------------------------------- | ------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------
|Jean Pierre Jutras
Calgary, Alberta | President, Chief
Executive Officer and
Director  | Self-employed Professional Geologist, Vice President and Director of Manson Creek Resources Ltd. and Northern Abitibi Mining Corp.

|Gregory Smith
Calgary, Alberta   | Director and Chairman (effective December 31, 2005) | Self-employed Chartered Accountant.  President of Oakridge Financial Management Inc., Chief Financial Officer and Director of CDG Investments Inc., Maglin Furniture Systems Ltd. and Aloak Corp.  Director of Armistice Resources Ltd.                                                                                                                          
|-------------------------------- | --------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Lesley Hayes
Calgary, Alberta    | Director                                            | Self-employed consultant from 2002 to date. From 1999 to 2002 Practice Manager Creative Services, Burntsand Inc.  Director of Northern Abitibi Mining Corp.                                                                                                                                                                                                      
|Alan Craven
Calgary, Alberta     | Director                                            | Professional Engineer and Director of Tyler Resources Inc. since June 14, 2005. President and CEO of Associated Mining Consultants Ltd. since 1981.                                                                                                                                                                                                              
|Shane Ebert
Burnaby, B.C.        | Vice President of Exploration and Director          | Self-employed Professional Geologist, Consulting Geologist and Research Associate at the Mineral Deposit Research Unit (MDRU) University of British Columbia from 1999-2005.  President of Hot Spring Gold Corporation and consulting geologist 1996 to present. Director of Northern Abitibi Mining Corp. since 2003 and Manson Creek Resources Ltd. since 2001.
|Jennifer Munro
Calgary, Alberta  | Chief Financial Officer                             | Ms. Munro, Chartered Accountant has been the Corporate Controller for Tyler since June 13, 2005.
From January 2001 to June 2005, Ms. Munro was employed by Grant Thornton LLP, Calgary, most recently as a Manager, providing audit, assurance, accounting, and compliance services for public and private corporations.                                         
|Barbara O'Neill
Airdrie, Alberta | Secretary                                           | Corporate Secretary of Tyler, Manson Creek Resources Ltd., Northern Abitibi Mining Corp. and Aloak Corp.; Executive Assistant; Secretary of CDG Investments Inc.                                                                                                                                                                                                 



The following table sets forth the annual high and low market prices for Tyler's stock on the Toronto Stock Exchange under the symbol "TYS" (until August 2000) and then under the symbol "TYS" on the TSX Venture Exchange (from August 2000 to date) for Tyler's five most recent full financial years:



|Year ended July 31, | 2005    Cdn$ | 2004
Cdn$ | 2003
Cdn$ | 2002
Cdn$ | 2001
Cdn$
|------------------- | ------------ | --------- | --------- | --------- | ---------
|High                | 2.18         | .39       | .07       | .17       | .24      
|Low                 | 0.19         | .035      | .03       | .06       | .03      



36



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The following table sets forth the high and low market price for Tyler's common shares during each fiscal quarter of Tyler for the two most recent fiscal years:



|                 | Sale Price
|---------------- | ----------
|                 | TYS       
|Quarter Ended    |           
|Fiscal 2005      | Low Cdn$  
|July 31, 2005    | .80       
|April 30, 2005   | 1.33      
|January 31, 2005 | .33       
|October 31, 2004 | .19       
|Fiscal 2004      | Low Cdn$  
|July 31, 2004    | .17       
|April 30, 2004   | .19       
|January 31, 2004 | .06       
|October 31, 2003 | .035      



The following table sets forth the high and low market prices for Tyler's common shares for each month during the most recent six months:



|Month Ended     | Low Cdn$ | High Cdn$
|--------------- | -------- | ---------
|July, 2005      | 0.80     | 1.07     
|August, 2005    | 0.97     | 1.25     
|September, 2005 | 0.97     | 1.53     
|October, 2005   | 1.14     | 1.49     
|November, 2005  | 1.00     | 1.28     
|December, 2005  | 1.00     | 1.25     



Manson Creek Resources Ltd. ("Manson Creek")



The information provided on Manson Creek has been compiled from publically available documents located at www.sedar.com



Manson Creek is publicly listed on the TSX Venture Exchange under the trading symbol MCK.  Manson Creek is a mineral exploration company that is in the exploration stage, and all of its property interests are without known reserves and its proposed programs are exploratory in nature.  The underlying value of Manson Creek's mineral properties and related deferred costs is dependent on the existence of economically recoverable reserves, the ability of the company to obtain the necessary financing to advance its properties beyond the exploration stage, and upon future profitable activities.



Manson Creek does not have significant sources of revenue from its activities and relies on equity financings to finance exploration on its properties.  The only source of revenue in the immediately three preceding fiscal years ended September 30, 2005, 2004, and 2003 was interest income derived from holding cash in short-term investment vehicles such as banker's acceptances, treasury bills and brokerage cash accounts.  Manson Creek's revenue for the past three fiscal years ended September 30, is summarized as follows:



|                 | 2003   | 2004   | 2005   
|---------------- | ------ | ------ | -------
|Interest revenue | $6,799 | $5,801 | $10,324



At September 30, 2005, Manson Creek had positive working capital of approximately $509,000.  A private placement in early 2005 contributed approximately $725,000 to Manson Creek. Management of Manson Creek believes there is sufficient cash available to fund operations in the next twelve months as well as an exploration and acquisition program.



37



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Manson Creek does not have significant tangible capital assets, except as disclosed below. Its most substantial assets are its mineral properties.  Expenditures on these properties for the most recent three fiscal years ended September 30, 2005 are summarized below:



|                     | Balance
Sept 30, 2002 |  | Costs Fiscal 2003 |   | Costs
Fiscal
2004 |  | Costs
Fiscal
2005 |   | Balance
Sept 30, 2005
|-------------------- | --------------------- |  | ----------------- | - | ----------------- |  | ----------------- | - | ---------------------
|Acquisition          |                       |  |                   |   |                   |  |                   |   |                      
|NAD, Yukon           | 22,991                |  | 9                 |   | -                 |  | (23,000)          | e | $        -           
|Tanner, Yukon        | 15,190                |  | -                 |   | 10,000            |  | 420               |   | 25,610               
|JRS, Yukon           | 885                   |  | -                 |   | -                 |  | (885)             | e | -                    
|Cuprum, Yukon        | -                     |  | -                 |   | -                 |  | 5,000             |   | 5,000                
|Other                | 42,807                |  | (42,807)          | a | -                 |  | -                 |   | -                    
|CR, British Columbia | -                     |  | -                 |   | 12,675            |  | 25,888            |   | 38,563               
|Total Acquisition    | 81,873                |  | (42,798)          |   | 22,675            |  | 7,423             |   | 69,173               
|Exploration          |                       |  |                   |   |                   |  |                   |   |                      
|NAD, Yukon           | 509,119               |  | 1,025             |   | -                 |  | (510,144)         | e | -                    
|Tanner, Yukon        | 204,191               |  | (3,511)           | b | 7,170             |  | 24,493            |   | 232,343              
|JRS, Yukon           | 215,352               |  | (12,701)          | c | -                 |  | (202,651)         | e | -                    
|Cuprum, Yukon        | -                     |  | -                 |   | -                 |  | 40,634            |   | 40,634               
|CR, British Columbia | -                     |  | -                 |   | 77,337            |  | 248,844           |   | 326,181              
|Other                | 276,757               |  | (276,757)         | d | -                 |  | 3,807             |   | 3,807                
|Total Exploration    | 1,205,419             |  | (291,944)         |   | 84,507            |  | (395,017)         |   | 602,965              

a)

Costs of $5,909 net of write-offs of $48,716.

b)

Costs of $12,089 net of exploration incentives of $15,600.

c)

Costs of $2,099 net of exploration incentives of $14,800.

d)

Costs of $18,475 net of exploration incentives of $11,300 and write-offs of $283,932.

e)

Manson Creek's Management determined that the NAD and JRS land properties should be written-off during the period as they believed financial resources were better devoted to other properties.



The fiscal 2005 exploration season is now complete. Work programs were conducted on the CR, Cuprum, and Tanner properties. Additionally, environmental reclamation was begun on the Rackla camp in the Yukon.



Properties



The following sections provide a brief summary of Manson Creek's most significant properties.  For more information on these properties, please see Manson Creek's filings on SEDAR.



Yukon Properties



Manson Creek currently has a 100% interest in the Tanner property.  Further, during fiscal 2005 Manson Creek entered into an agreement to acquire the Cuprum property.  Manson Creek paid the vendor $5,000 upon signing the agreement, and conducted a due diligence field program on the property.  Manson Creek can acquire a 100% interest in the property subject to a 2.0% net smelter returns royalty, by paying the vendor in staged payments over five years a total of $70,000 cash and 450,000 common shares as follows:



|Date                           | Cash    | Common Shares
|------------------------------ | ------- | -------------
|October 31, 2005 (paid/issued) | $ 5,000 | 50,000       
|October 31, 2006               | 15,000  | 50,000       
|October 31, 2007               | 15,000  | 100,000      
|October 31, 2008               | 15,000  | 100,000      
|October 31, 2009               | 20,000  | 150,000      
|Total                          | $70,000 | $450,000     



38



---



Manson Creek can terminate the agreement with respect to the Cuprum property without penalty at any time, provided that it has given proper and timely notice to the vendor, and it will not be responsible for any payments due after the termination date.



Tanner Property



The Tanner property was acquired through an initial purchase agreement with a local prospector for 8 claims in 2000 and the further staking by Manson Creek of 36 claims in 2001 and a further 70 claims in 2002 which are 100% owned by Manson Creek. The property vendor retained a 2% net profits interest in 8 claims of the property which may be repurchased by Manson Creek for $600,000.  The property now consists of 114 claims covering 2,382 hectares (5,884 acres).  The property is located on NTS map sheet 106 C/3.



The Tanner property is located within the Southern Wernecke Mountains of the Yukon Territory.  The area is characterized by wide U-shaped, drift-filled valleys and deeply-cut, V-shaped upland valleys.  Peaks in the area average 1,500 meters above sea level in elevation and rise fairly abruptly from the major valleys.



Exploration work in the area is restricted to the summer months between June and September when winter snow loads have diminished enough to permit access.



Further exploration on the property will focus on extending the known geology and related target areas to the east along the newly-staked ground as well as generating further drill targets along the area previously drilled on the initial Tanner claims as well as on the adjacent claims that were staked in 2002. This work is expected to consist largely of ground mapping and ground geophysical surveys.



During the fiscal 2006 exploration season Manson Creek will continue to incur expenditures required to maintain key areas of the claim block. During fiscal 2006 Manson Creek's management will investigate opportunities to interest joint venture partners in an expanded 2006 and/or future exploration programs.



Cuprum Property



During the year ended September 30, 2005, Manson Creek entered into an agreement with an non-related corporation to acquire ten staked claims located 50 kilometers north of Whitehorse, Yukon. Manson Creek can acquire a 100% interest in the property, subject to a 2.0% net smelter returns royalty, by paying the vendor in staged payments over five years a total of $75,000 cash and 450,000 of its capital stock as follows:



DateCashCommon SharesUpon signing (paid)$  5,000-October 31, 2005(paid/issued)$  5,00050,000October 31, 2006$15,00050,000October 31, 2007$15,000100,000October 31, 2008$15,000100,000October 31, 2009$20,000150,000Total$75,000450,000




Upon completion of the acquisition, Manson Creek may acquire 1.5% of the vendor's retained 2.0% net smelter interest in the property for $1,500,000.  Manson Creek can terminate the agreement without penalty at any time, provided that it has given proper and timely notice to the vendor, and will not be responsible for any payments due after the termination date.



Field exploration commenced on the Cuprum property in June 2005, at which time, Manson Creek representatives collected skarn samples as part of its due diligence review.  The seven calc silicate and magnetite skarn samples ran 0.2 to 123 grams per tonne silver, 0.012 to 2.15% zinc, and 0.024 to 7.54% copper.



39



---



A four-person crew conducted a nine-day exploration pass in July 2005. A total of 19.0 kilometers of gridding, 18.4 kilometers of total field magnetic surveys, and collection of 353 soil samples were completed. The gridding was done on 100 meter spaced lines with stations every 25 meters. The magnetics outlined several new zones which are currently under overburden.

Future exploration will focus on delineating the extent of the skarn, particularly the more mineralized magnetite skarn, and sampling fully. The preliminary work planned for 2006 will consist of more soil sampling and geophysics.



British Columbia Properties



CR Property



During the year ended September 30, 2004, Manson Creek entered into an agreement with an unrelated vendor, residing in British Columbia to acquire a mineral property situated in the Omineca Mining District of British Columbia.  The agreement requires that Manson Creek make the following cash payments and issue common shares in order to acquire the property as follows:



DateCashCommon SharesUpon signing (paid)$  2,500-June 30, 2004(paid/issued)$  5,00050,000June 30, 2005(paid/issued)$15,00050,000June 30, 2006$15,000100,000June 30, 2007$15,000100,000June 30, 2008$20,000125,000June 30, 2009$20,000150,000Total$92,500575,000




Manson Creek may acquire 1.0% of the vendor's retained 1.5% net smelter return in the property for $1,000,000.  If at any point Manson Creek is in default of the above-noted payment schedule, the property will revert to the vendor. The agreement can be terminated at any time by Manson Creek without the requirement to issue any common shares or make any payments specified in the agreement that pertain to the period after termination.



The CR property is located approximately 17 kilometers south of Houston, British Columbia. The property is comprised of 3 mineral claims totaling 1,680 hectares. The CR property is located on NTS map sheet 93 L/7W. The property was optioned in 2004 from a prospector in the Houston area.



Field work to date has identified a large prospective coincident copper in soils and geophysical anomaly in previously untested areas of the property. The anomaly is interpreted to be related to a mineralized porphyry style system under shallow cover and warrants further work, including drill testing.



The 2005 field program began in June with an additional 143 samples being collected in an effort to further delineate the Burn anomaly. The assay results were in line with the 2004 samples and confirmed the anomaly size and shape. In July, Manson Creek completed a 1,580 meter drill program on the CR property. The drilling was done on the south porphyry zone. The program was designed to test the mapped porphyry at depth and to look for the source of the Burn anomaly. Eight drill holes were completed with three targeting mapped porphyry and three tested the Burn anomaly. All three of the holes intersected mineralized porphyry located beneath the Burn anomaly.



Drilling in 2005 at the CR property has extended the known mineralized porphyry to over 975 meters in strike length and 100 - 180 meters in width. Numerous mineralized intervals have been intersected in all of the eight drill holes. Significant intersections included 108.10 meters at 0.26% copper, 0.017% molybdimun, and 2.4 grams per tonne silver in 05CR04 and 63.58 meters of 0.51% copper, 0.016% molybdimun, and 2.5 grams per tonne silver.



Preliminary planning for 2006 include additional trenching and diamond drilling on the recently discovered extension of the porphyry.



40



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Palomino Property



During the year ended September 30, 2005, Manson Creek entered into an agreement with an unrelated individual to acquire a mineral property situated in the Omineca Mining District of British Columbia. The agreement requires that Manson Creek make the following cash payments and issue common shares in order to acquire a 100% interest in the property, subject to a 1.5% net smelter interest retained by the vendor, as follows:



DateCashCommon SharesUpon signing (paid)$  1,000-November 30, 2005(paid/issued)$  5,00025,000November 30, 2006$10,00075,000November 30, 2007$15,00075,000November 30, 2008$15,000100,000November 30, 2009$20,000150,000Total$66,000425,000




Upon completion of the acquisition, Manson Creek may acquire 1.0% of the vendor's retained 1.5% net smelter returns royalty in the property for $1,000,000.  If at any point Manson Creek is in default of the above-noted payment schedule, the property will revert to the vendor.  The agreement can be terminated at any time by Manson Creek without the requirement to issue any shares or make any payments specified in the agreement that pertain to the period after termination.



The Palomino property is located approximately 30km east of Houston, British Columbia. The property is comprised of 5 mineral claims totaling 2,174.3 hectares. Palomino is located on NTS map sheet 93L/09. The property was optioned in 2005 from a prospector in the Houston area.



The primary mineral at Palomino is copper as chalcopyrite within granite porphyry dykes and as chalcopyrite within the porphyritic to massive andesites. The nature and style of mineralization is not fully understood at this time.



Field exploration to date by Manson Creek has consisted of a day and a half of regional prospecting.



Further exploration on the property will focus on trenching and diamond drilling in an area of an airborne magnetic anomaly that has the potential to be intrusive. This will be accomplished by trenching and diamond drilling the area of the anomaly in
June 2006.



Meridian Property



Subsequent to September 30, 2005, Manson Creek entered into an agreement to acquire a 100% interest in 12 prospective gold/silver mineral tenures aggregating 675 hectares in the Revelstoke mining district in eastern British Columbia. Manson Creek has made an initial payment of $2,500 cash and is committed to the following payment schedule if it chooses to acquire the claims:



DateCashCommon SharesNovember 30, 2005(paid/issued)$  5,00025,000November 30, 2006$10,00075,000November 30, 2007$20,000100,000November 30, 2008$20,000125,000November 30, 2009$30,000150,000Total$85,000475,000




41



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Upon completion of the acquisition, Manson Creek may acquire 1.5% of the vendor's retained 2.0% net smelter interest in the property for $1,500,000.  Manson Creek may terminate the purchase agreement at any time without being obligated to make future payments provided that proper notice is given and the property is in good standing with at least $5,200 of unutilized assessment work credits in place at that time.



(i)

Competitive Conditions



Significant competition exists for mineral exploration opportunities.  As a result of this competition, some of which is with large, established mining companies with substantial capabilities and greater financial and technical resources than Manson Creek, it may be unable to acquire rights to exploit additional attractive exploration properties on terms it considers acceptable.  Accordingly, there can be no assurance that Manson Creek will acquire any interest in additional projects.



(ii)

Research and Development Expenditures

Manson Creek's mineral exploration expenditures incurred in the last three fiscal years ended September 30, 2005 are described on page 37.



(iii)

Environmental Protection



Environmental legislation is evolving in a manner such that standards, enforcement, fines and penalties for non-compliance are becoming stricter.  Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees.  The cost of compliance with changes in government regulations has the potential to reduce the profitability of future operations.  To Manson Creek's knowledge, it is in compliance with all environmental laws and regulations in effect in the Yukon and British Columbia.



Federal requirements are administered by Environment Canada; Fisheries and Oceans; the Department of Indian Affairs and Northern Development and Transport Canada.  Environmental laws and regulations that have a potential impact on Manson Creek's properties include those that protect air quality, water quality, archaeological sites, migratory birds, animals, marine mammals and fish.  Other important laws and regulations are those that regulate mine developmental land use, water use and disposal, release of contaminants, water spills, spill response, the transport of dangerous goods and the maintenance of navigable channels.



Territorial requirements are administered by the Departments of Education, Culture and Employment; Renewable Resources, Transportation and Safety and Public Services.  Laws and regulations that might impact Manson Creek's properties include those that protect heritage resources, wildlife, the environment and those that regulate workplace safety, mine safety, training in the handling of dangerous materials, road transportation, air quality, and the use of hazardous substances and pesticides.



DIRECTORS AND OFFICERS OF MANSON CREEK



The following are the full names, municipality of residence, positions with Manson Creek and principal occupations within the preceding five years of all of the directors and officers of Manson Creek:



42



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Directors and Executive Officers



|Name and Age                             | Current (or First and Last)
Position with Issuer                             | Principal Occupation for the Past Five Years                                                                                                                                                                                                                                                                                                                                         
|---------------------------------------- | ---------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Regan Chernish
Calgary, AB
Age 37        | President since March 2005 and a Director since March 2002                   | Self-employed professional geologist.  Vice-President Exploration for Tyler Resources Inc. from 2001 to present.  Project geologist from 1997 to 2001 for Diavik Diamond Mines Inc., and geologist for Giant Gold Mine from February 1997 to December 1997 and Covello, Bryan and Associates from 1993 to 1997.                                                                      
|Dr. Shane Ebert
Prince George, BC
Age 38 | Director since March 2001                                                    | Self-employed professional geologist. Research Associate with the Mineral Deposit Research Unit (MDRU) of the University of British Columbia from 1999 to 2005.  President of Hot Spring Gold Corporation since 1996.  Director and Vice President Exploration of Tyler Resources Inc. since 2005 and  2004 respectively, and a director of Northern Abitibi Mining Corp. since 2003.
|Jean Pierre Jutras
Calgary, AB
Age 37    | Vice-President and Director since October 2000                               | Self-employed professional geologist. Vice-President and a director of Northern Abitibi Mining Corp. since October 2000, respectively; and President, director and Chief Operating Officer of Tyler Resources Inc. since December 2001 and Chief Executive Officer since 2005.                                                                                                       
|Douglas Bryan
Yellowknife, NT
Age 58     | Director since May 2005                                                      | Professional Geologist employed by Allyn Resources Inc. as well as the Vice President of Exploration from 2003 to present.  Manager Geology Diavik Diamond Mines Inc. 1997 to 2003.                                                                                                                                                                                                  
|James Devonshire 
Age 58                 | Director since August 1997
and Past President from August 2000 to March 2005 | Self-employed chartered accountant and management consultant. President and a director of CDG Investments Inc. since 2000 and 1990, respectively. CEO and Chairman of Tyler Resources Inc. from 1997 and 2001 to November and December 2005 respectively.  President and Director of Northern Abitibi Mining Corp. from 2000 to December 2005.                                       
|Shari Difley
Calgary, AB
Age 45          | Chief Financial Officer since February 1997                                  | Self-employed chartered accountant and Chief Financial Officer for Northern Abitibi Mining Corp. since 1997, and Chief Financial Officer for Hixon Gold Resources Inc. from 1997 to 2001.                                                                                                                                                                                            
|Barbara O'Neill
Airdrie, AB
Age 39       | Corporate Secretary since May 1993                                           | Corporate Secretary of Northern Abitibi Mining Corp. from 1993 to present, Tyler Resources Inc. from 1998 to present, Aloak Corp. from 1993 to present and CDG Investments Inc. from 1993 to present.                                                                                                                                                                                

The following table sets forth the annual high and low market prices for Manson Creek's stock on the Toronto Stock Exchange under the symbol "MCK" (until August 2000) and then under the symbol "MCK" on the TSX Venture Exchange (from August 2000 to date) for Manson Creek's five most recent full financial years:



43



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|Year ended September 30, | 2005
Cdn$ | 2004
Cdn$ | 2003
Cdn$ | 2002
Cdn$ | 2001
Cdn$
|------------------------ | --------- | --------- | --------- | --------- | ---------
|High                     | .275      | .18       | .08       | .11       | .15      
|Low                      | .08       | .04       | .04       | .04       | .03      



The following table sets forth the high and low market price for Manson Creek's common shares during each fiscal quarter of Manson Creek for the two most recent fiscal years:



|                   | Sale Price
|------------------ | ----------
|                   | MCK       
|Quarter Ended      |           
|Fiscal 2005        | Low Cdn$  
|September 30, 2005 | .105      
|June 30, 2005      | .11       
|March 31, 2005     | .105      
|December 31, 2004  | .08       
|Fiscal 2004        | Low Cdn$  
|December 31, 2003  | .04       
|March 31, 2004     | .08       
|June 30, 2004      | .085      
|September 30, 2004 | .07       



The following table sets forth the high and low market prices for Manson Creek's common shares for each month during the most recent six months:



|Month Ended     | Low Cdn$ | High Cdn$
|--------------- | -------- | ---------
|July, 2005      | .135     | .15      
|August, 2005    | .105     | .185     
|September, 2005 | .11      | .18      
|October, 2005   | .105     | .135     
|November, 2005  | .10      | .15      
|December, 2005  | .115     | .15      



Northern Abitibi Mining Corp. ("Northern Abitibi")



The information provided on Northern Abitibi has been compiled from publicly available documents located at www.sedar.com



Northern Abitibi is publicly listed on the TSX Venture Exchange under the trading symbol "NAI".  Northern Abitibi is a mineral exploration company that is in the exploration stage, and all of its properties are without known reserves and its proposed programs are exploratory in nature.  The underlying value of Northern Abitibi's mineral properties and related deferred costs is dependent on the existence of economically recoverable reserves, the ability of the company to obtain the necessary financing to advance its properties beyond the exploration stage, and upon future profitable activities.



Northern Abitibi does not have significant sources of revenue from its activities and relies on equity financings to finance exploration on its properties.  The only source of revenue in the immediately three preceding fiscal years
ended September 30, 2005, 2004 and 2003 was interest income derived from holding cash in short-term investment vehicles such as bankers' acceptances, treasury bills' and brokerage cash accounts.  Northern Abitibi's revenue for the past three fiscal years ended September 30, 2005, 2004, and 2003 is summarized as follows:



|                 | 2003   | 2004   | 2005  
|---------------- | ------ | ------ | ------
|Interest revenue | $2,037 | $1,217 | $6,117



44



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At September 30, 2005, Northern Abitibi had positive working capital of approximately $620,000.  Northern Abitibi has reduced discretionary costs wherever possible, however its management determined that equity or debt financing would be required in order to cover administrative expenditures for the 2005 fiscal year.  Northern Abitibi completed a private placement in early March 2005 that netted approximately $725,000.  These funds will be used to investigate and acquire new mineral properties and to fund its activities.



Northern Abitibi does not have significant tangible capital assets and no commitments to acquire same.



During the year-ended September 30, 2005, Northern Abitibi acquired a prospective mineral property in Nevada and subsequent to September 30, 2005 completed a drill program on the property. Drill results are expected in February, 2006.



During the year-ended September 30, 2004, Northern Abitibi wrote-off all of its mineral properties. The Keni property was returned to the vendor during the year. Although Northern Abitibi continues to hold interests in a prospective gold property in Quebec and a prospective nickel/copper/cobalt property in Newfoundland and Labrador, it did not have sufficient funds to further exploration, and had been unable to interest a third party in financing further exploration on these properties.



Business in General



(i)

Competitive Conditions



Significant competition exists for mineral exploration opportunities.  As a result of this competition, some of which is with large, established mining companies with substantial capabilities and greater financial and technical resources than Northern Abitibi, Northern Abitibi may be unable to acquire rights to exploit additional attractive exploration properties on terms it considers acceptable.  Accordingly, there can be no assurance that Northern Abitibi will acquire any interest in additional projects that would yield reserves or result in commercial mining operations.



(ii)

Research and Development Expenditures



The following summarizes mineral exploration expenditures during the three years ended September 30, 2005:



|                                 | Balance
Sept 30/01 |  | Costs
Fiscal
2002 |   | Costs
Fiscal 2003 |   | Costs Fiscal
2004 |   | Costs
Fiscal
2005 |  | Balance Sept. 30, 2005
|-------------------------------- | ------------------ |  | ----------------- | - | ----------------- | - | ----------------- | - | ----------------- |  | ----------------------
|Acquisition                      |                    |  |                   |   |                   |   |                   |   |                   |  |                       
|Silver Park,  Nevada             | -                  |  | -                 |   | -                 |   | -                 |   | 36,277            |  | 36,277                
|South Voisey
Bay, Labrador       | 150,126            |  | -                 |   | -                 |   | (150,126)         | e | -                 |  | -                     
|Douay Joutel,
Quebec             | 141,960            |  | 10                |   | 2,810             |   | (144,780)         | f | -                 |  | -                     
|Keni, Nunavut                    | -                  |  | 51,771            |   | 5,250             |   | (57,021)          | g | -                 |  | -                     
|Other                            | 868                |  | 3,520             |   | (4,388)           | b | -                 |   | -                 |  | -                     
|Total Acquisition                | 292,954            |  | 55,301            |   | 3,672             |   | (351,927)         |   | 36,277            |  | 36,277                
|Exploration                      |                    |  |                   |   |                   |   |                   |   |                   |  |                       
|Silver Park,  Nevada             | -                  |  | -                 |   | -                 |   | -                 |   | 9,701             |  | 9,701                 
|South Voisey Bay,
      Labrador | 1,946,355          |  | 6,639             |   | 1,600             |   | (1,954,594)       | h | -                 |  | -                     
|Douay
      Joutel,
Quebec       | 87,243             |  | (6,350)           | a | 3,613             |   | (84,506)          | i | -                 |  | -                     
|Keni, Nunavut                    | -                  |  | 258,564           |   | (37,190)          | c | (221,374)         | j | -                 |  | -                     
|Other                            | 40,514             |  | 34,624            |   | (75,138)          | d | -                 |   | -                 |  | -                     
|Total Exploration                | 2,074,112          |  | 293,477           |   | (107,115)         |   | (2,260,474)       |   | 9,701             |  | 9,701                 





45



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a)

Cost recoveries of $6,350.

b)

Costs of $1,451 less write-offs of $5,839.

c)

Costs of $3,200 net of write-offs of $17,890 and cost recoveries of $22,500.

d)

Costs of $2,101 net of exploration incentives of $19,531 and write-offs of  $57,708.

e)

Write-off of $150,126.

f)

Write-off of $144,780.

g)

Write-off of $57,021.

h)

Net recoveries of $4,800 and write-offs of $1,949,794.

i)

Costs of $312 net of write-offs of $84,818.

j)

Write-off of $221,374.



(iii)

Environmental Protection



Environmental legislation is evolving in a manner such that standards, enforcement, fines and penalties for non-compliance are becoming stricter.  Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees.  The cost of compliance with changes in government regulations has the potential to reduce the profitability of future operations.  To Northern Abitibi's knowledge, Northern Abitibi is in compliance with all environmental laws and regulations in effect in Labrador and Quebec.



Canadian requirements are administered by Environment Canada; Fisheries and Oceans; the Department of Indian Affairs and Northern Development and Transport Canada.  Environmental laws and regulations that have a potential impact on Northern Abitibi's properties include those that protect air quality, water quality, archaeological sites, migratory birds, animals, marine mammals and fish.  Other important laws and regulations are those that regulate mine developmental land use, water use and disposal, release of contaminants, water spills, spill response, the transport of dangerous goods and the maintenance of navigable channels.



Territorial requirements are administered by the Departments of Education, Culture and Employment; Renewable Resources, Transportation and Safety and Public Services.  Laws and regulations that might impact Northern Abitibi's properties include those that protect heritage resources, wildlife, the environment and those that regulate workplace safety, mine safety, training in the handling of dangerous materials, road transportation, air quality, and the use of hazardous substances and pesticides.



United States environmental requirements in the State of Nevada are handled by the United States Department of the Interior, Bureau of Land Management. A bond for estimated reclamation costs for exploration on the Silver Park Property, Nevada in the amount of US$2,587 had been filed for geological studies and reverse circulation drilling that took place in December, 2005.



The following section provides a brief summary of Northern Abitibi's most significant property. For more information on this property, please see Northern Abitibi's filings on SEDAR.



Silver Park Property, Nevada



The Silver Park property is a total of 274.69 hectares and is located in the Atlanta Mining district on the north flank of the Wilson Creek Range, approximately 100 kilometers southeast of Ely, in Lincoln County, Nevada.   The area lies
on the northwest corner of the Atlanta, Nevada, 1:24,000 scale topographic map, in township 7 north, range 68 east, projected sections 16 and 21.



Northern Abitibi's wholly owned Nevada subsidiary NAMCOEX Inc. has entered into option agreements with two separate parties to consolidate the land over the prospect.  The first agreement is with Ofor Silver L.L.C. and covers three patented mining claims (24.69 Hectares).   NAMCOEX Inc. can earn a 100% interest in the three patented mining claims by making staged payments totaling US$141,000 over five years.  Ofor Silver L.L.C. will retain a 4.0% net smelter royalty, 2% of which is purchasable at Northern Abitibi's election for US$1,000,000.  The second agreement is with Hot Spring Gold Corporation and covers 30 unpatented mining claims (250 Hectares).  NAMCOEX Inc. can earn a 100% interest in the 30 mining claims by making staged payments totaling US$80,981 over five years.  Hot Spring Gold Corporation will retain a 3.0% net smelter royalty, 1.5% of which is purchasable at Northern Abitibi's election for US$750,000.



46



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The Atlanta District has produced gold and silver sporadically since the mid-1800s.  In 1966, small-scale open pit mining commenced at the Atlanta Mine, however, it was not until 1975 that significant production started.  The production was operated by Standard Slag Company under a joint venture agreement with Bobcat Properties.



Mineralization at Silver Park was discovered in 1869, and silver production from high-grade underground mines commenced in 1871. Select samples of the historic high-grade ore contain up to 590.7 OPT (ounces per tonne) silver and 0.225 OPT gold.   In 1975, about 100 shallow (less than 30 meter depth) rotary holes were drilled by Combined Enterprises Inc. at Silver Park and zones of silver mineralization were defined.  In 1977, about 320 tons of ore with a head grade of 138 grams per tonne silver was mined from a small test pit at Silver Park and sent to the mill at the Atlanta Mine for processing.



Almost no publicly available information is available on exploration at Silver Park after 1977.  It appears that the prospect has not been systematically drill tested for high-grade mineralization at depth, and there is still potential for bulk minable zones of mineralization below 30 meters depth.



Mineralization at Silver Park appears to have a strong structural and stratigraphic control and is possibly best developed in specific stratigraphic horizons in carbonate rocks.  Within the upper 30 meters at least five favorable mineralized horizons have been identified.  One of the old shafts on the property was sunk to a depth of 90 meters (300 feet), suggesting mineralization continues below the shallow levels drilled previously.



Limited data is available on historic drilling at Silver Park.  In 1975, about 100 shallow (less than 30 meter depth) rotary holes were drilled by Combined Enterprises Inc., the details of this drilling are not available but the holes are reported to have defined several zones of silver mineralization.



A small non-Canadian National Instrument 43-101 compliant resource of between 70,000 and 162,000 tons grading about 124 grams per tonne silver is stated in historic reports.  No proven resources exist on the property and Northern Abitibi's proposed exploration programs are exploratory in nature.



During December 2005, an 8 hole (922 meter) reverse circulation drill program was completed at the Silver Park Property.  The drill program was designed to test for both high-grade silver/gold veins as well as lower-grade bulk tonnage disseminated precious metal targets. Based on criteria defined by geology and alteration as noted in surface mapping and sampling, Northern Abitibi believes that the drill holes have successfully tested and intersected their intended targets. In addition, drill hole number 6 has intersected a new zone of blind carbonate-hosted silicification located east of the known historical workings.



Samples from the drill program have been sent to ALS Chemex in Elko, Nevada for preparation and analyses. Assay results are expected in February, 2006 and will be released as they become available.



DIRECTORS AND OFFICERS OF NORTHERN ABITIBI



The following are the officers and directors of Northern Abitibi:



47



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|Name and Age                             | Current (or First and Last)
Position with Issuer          | Principal Occupation for the Past Five Years                                                                                                                                                                                                                                                                                                                      
|---------------------------------------- | --------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dr. Shane Ebert
Prince George, BC
Age 38 | Director since 2003 President effective December 31, 2005 | Self-employed Professional Geologist. Research Associate with the Mineral Deposit Research Unit (MDRU) of the University of British Columbia from 1999 to 2005. President of Hot Spring Gold Corporation since 1996.  Director of Tyler Resources Inc. since 2004, Vice President Exploration since 2005 and a director of Manson Creek Resources Ltd. since 2001.
|Jean Pierre Jutras
Calgary, AB
Age 37    | Vice-President and a
director since 2000                  | Self-employed professional geologist. Vice-President and a director of Manson Creek Resources Ltd. since 2000; President and director and Chief Operating Officer and Chief Executive Officer of Tyler Resources Inc. since 2001 to 2003 and 2005 to present respectively.                                                                                        
|Lesley Hayes
Calgary, AB
Age 43          | Director since 1996                                       | Self-employed consultant from 2002 to date.  From 1999 to 2002, Practice Manager Creative Services, Burntsand Inc.  From 1996 to 1999, self-employed investor relations consultant, and from 1992 to 1996 Vice-President of operations of Vicom Multimedia.  Director of  Tyler Resources Inc. from 1997 to present.                                              
|Shari Difley
Calgary, AB
Age 45          | Chief Financial Officer since 1997                        | Self-employed chartered accountant and Chief Financial Officer for Manson Creek Resources Ltd. since 1997, and Chief Financial Officer for Hixon Gold Resources Inc. from 1997 to 2001.                                                                                                                                                                           
|Barbara O'Neill
Airdrie, AB
Age 39       | Corporate Secretary since May 1993                        | Corporate Secretary of Manson Creek Resources Ltd. from 1993 to present, Tyler Resources Inc. from 1998 to present, Aloak Corp. from 1993 to present and CDG Investments Inc. from 1993 to present.                                                                                                                                                               



The following table sets forth the annual high and low market prices for Northern Abitibi's common shares on the TSX Venture Exchange under the symbol "NAI" for Northern Abitibi's five most recent full financial years:



|Year ended September 30, | 2005
Cdn$ | 2004   Cdn$ | 2003
Cdn$ | 2002
Cdn$ | 2001
Cdn$
|------------------------ | --------- | ----------- | --------- | --------- | ---------
|High                     | 0.165     | .12         | .13       | .17       | .08      
|Low                      | 0.035     | .035        | .07       | .07       | .03      



The following table sets forth the high and low market price for Northern Abitibi's common shares during each fiscal quarter of Northern Abitibi for the two most recent fiscal years:



|                   | Sale Price
|------------------ | ----------
|                   | NAI       
|Quarter Ended      |           
|Fiscal 2005        | Low Cdn$  
|September 31, 2005 | .075      
|June 30, 2005      | .08       
|March 31, 2005     | .07       
|December 31, 2004  | .035      



48



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|Fiscal 2004        | Low Cdn$ | High Cdn$
|------------------ | -------- | ---------
|December 31, 2003  | .06      | .12      
|March 31, 2004     | .075     | .095     
|June 30, 2004      | .05      | .09      
|September 30, 2004 | .035     | .05      



The following table sets forth the high and low market prices for Northern Abitibi's common shares for each month during the most recent six months:



|Month Ended     | Low Cdn$ | High Cdn$
|--------------- | -------- | ---------
|July, 2005      | .08      | .12      
|August, 2005    | .08      | .12      
|September, 2005 | .075     | .10      
|October, 2005   | .08      | .12      
|November, 2005  | .075     | .145     
|December, 2005  | .105     | .15      



Other Investments of the Company



The Company held a 0.6% interest in Golden Band Resources Inc., with a carrying value of $69,000 at September 30, 2005.

C.

Subsidiaries



Waddy Lake Resources Inc. ("Waddy") was incorporated under the laws of the Province of Ontario on October 5, 1960.  On March 14, 1979, Waddy was continued under the provisions of the Canada Business Corporations Act.



The Company holds 51% of Waddy and prior to April 30, 2004 held 100% of Waddy since September 30, 1995.  The Company ceased to consolidate the operations of Waddy effective April 30, 2004 as the purchaser of 49% of the Waddy shares has taken over all operating decisions for Waddy. The Company has ceased to have either control or significant influence over management and operating decisions.



The following table is a summary of the Company's investments:



|Subsidiaries/Investees        | Percentage
Ownership
January 15, 2006 | Jurisdiction of Organization
|----------------------------- | ------------------------------------- | ----------------------------
|Waddy Lake Resources Inc.     | 51%                                   | Federal                     
|Golden Band Resources Inc.    | .3%                                   | British Columbia            
|Manson Creek Resources Ltd.   | 2%                                    | Alberta                     
|Northern Abitibi Mining Corp. | 0%                                    | Quebec                      
|Tyler
    Resources Inc.      | 16%                                   | Alberta                     



D.

PROPERTY, PLANTS AND EQUIPMENT



The Company entered into a sublease agreement with Manson Creek Resources Ltd., a company related by virtue of certain common officers and directors, effective January 1, 2002, as amended October 1, 2005, whereby the Company agreed to pay its20% share of base lease costs plus lease operating costs until the termination of the lease on December 31, 2006. The lease operating costs vary from year to year based on actual costs incurred by the landlord. For Fiscal 2005, the Company's portion of these operating costs aggregated approximately $10,000. Committed base lease amounts in each fiscal year ended September 30, until the lease terminates, are as follows:



49



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> 2006    $11,000
> 2007    $2,700

Item 5:

OPERATING AND FINANCIAL REVIEW AND PROSPECTS



General



With the sale of the Company's Saskatchewan property portfolio to Golden Band, effective November 7, 2002, the Company became largely a holding company for investments in mineral exploration corporations.  Prior thereto, the Company had been in the business of exploring mineral properties in Canada and abroad. During the year ended September 30, 2004, the sale of the Company's last remaining mineral property interest completed the Company's transformation to an investment company with the goal of investing in primarily mineral exploration corporations.  See "Item 4: Information on the Company - A.  History and Development - 4. Significant changes or events - g) September 30, 2004 - Bahuerachi Sale."  The Company's only recurring source of income had been interest income relating to cash deposits on hand and overhead fee recoveries charged to third parties for whom the Company has incurred and rebilled administrative or mineral property expenditures.  With the Company's status as an investment company, its primary source of income is the sale of investments.



The following discussion of the results of operations of the Company for the fiscal years ended September 30, 2005, 2004 and 2003 should be read in conjunction with the financial statements of the Company and related notes included therein.



The Company's financial statements are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects with US GAAP for the periods presented except for the differences referred to in Note 17 of the financial statements of the Company included herein. The noon rate of exchange on January 13, 2006, reported by the United States Federal Reserve Bank of New York, for the conversion of Canadian dollars into United States dollars was CDN$1=US$0.86, (US$1 = CDN$1.162).



A. OPERATING RESULTS



Years ended September 30, 2005, September 30, 2004, September 30, 2003

The Company had net earnings (loss) of $3,693,000 in the year ended September 30, 2005; (2004 net earnings were  $870,000; 2003 net loss was $(805,000)).  The more significant categories are summarized below:



|                                                             | Year Ended September  30, 2005 | Year Ended September  30, 2004 | Year Ended September 30, 2003 |  
|------------------------------------------------------------ | ------------------------------ | ------------------------------ | ----------------------------- | -
|Gain
      on disposal of investments                        | $
       2,583,434             | $
         370,669             | $
                      -     | a
|General and administrative expenses                          | (482,916)                      | (
      247,648)               | (290,236)                     | b
|Debenture interest                                           | (12,308)                       | (59,100)                       | (30,601)                      | c
|Equity in loss of Investees                                  | (629,321)                      | (888,856)                      | (216,397)                     | d
|Write-down investments                                       | -                              | (104,000)                      | (472,780)                     | e
|Gain on dilution of equity investments                       | 2,003,811                      | 459,300                        | -                             | f
|Gain
      on sale of interest in Waddy Lake  Resources Inc. | 200,000                        | 1,354,416                      | -                             | g
|Gain on sale of Jolu Mill                                    | -                              | -                              | 554,487                       | h
|Write-down
      of mineral property and     equipment       | -                              | (22,029)                       | (300,754)                     | i
|Site restoration expense                                     | -                              | -                              | (46,000)                      | j
|Other income and expense items                               | 30,690                         | 7,612                          | (2,386)                       | k
|Net earnings                                                 | $
        3,693,390            | $
       870,364               | $ (804,667)                   |  



50



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a. Gain on Disposal of Investments

The gain on disposal of investments for the applicable years is comprised of the following:



Year endedSeptember 30, 2005September 30, 2004InvestmentNumber of SharesGainNumber of Shares/UnitsGainGolden Band Resources Inc.12,802,468$   1,701,2162,917,000$  344,321Manson Creek Resources Ltd.500,00092,385--Tyler Resources Inc.475,000699,173--Aloak Corp.4,200,00043,6431,100,00021,240RSX Energy Inc.90,00047,01710,0002,208Ultima Energy Trust--5,0002,900Total$2,583,434$ 370,669




b. General and Administrative expenses

2005 compared to 2004

Legal fees increased $47,000 from 2004 to 2005.  The increase approximates fees associated with advice regarding possible reorganizations targeted at helping investors to realize the increase in value that is inherent in the Company's assets, but not reflected in the Company's share price.  The advice covered options available and the tax effect of those options as well as the effect on US warrant and shareholders and required regulatory reporting requirements.



During fiscal 2005 the Company increased its estimate of Saskatchewan mineral property lease costs payable for which no reimbursement is forthcoming from the purchaser of the properties that were sold in fiscal 2003.  The Company increased its liability by $114,000 during fiscal 2005 and this expense is included in 2005 expenses.  The Company expects to settle and pay these costs in fiscal 2006.



The accrual of 2005 audit fees of $21,000 has contributed to an increase in expenses.  In prior years, the Company expensed these fees as incurred since the year-to-year effect was immaterial.  With the appointment of new auditors, the Company commenced to accrue the fees in the year that the auditors are examining.



Consulting fees, salaries and benefits increased $33,000 due to the high volume of investment transactions, research relating to value optimization options for the shareholders of the Company and greater reporting requirements, among other things.   Further, stock-based compensation of $64,000 was included in general and administrative costs for 2005, (2004 - $nil).  In addition the prior period included an expense recovery of $17,000 for which there was no equivalent in fiscal 2005.  These expense increases were offset by a decrease in legal costs associated with the Waddy Lake liability settlement.  During 2004 these costs aggregated $68,000, (2005 - $2,000).



2004 compared to 2003

The more significant variances in general and administrative costs were as follows: Legal costs associated with the Waddy Lake liability settlement increased $43,000 over 2003 due to a renewed legal effort to settle the lawsuit in 2004, culminating in the settlement described in note 10 to the financial statements.  During fiscal 2003 the Company incurred $53,000 in Jolu Mill lease and insurance costs.  These costs ceased effective with the sale in February, 2003, resulting in no such costs being incurred in fiscal 2004. During 2003, the Company incurred $13,000 in legal costs regarding a lawsuit disputing the ownership of a mineral property.  The suit was settled in favor of Gerle Gold during fiscal 2003, and no further legal costs were incurred in fiscal 2004.



c. Debenture Interest

Debentures were converted into common shares near the end of the first quarter of fiscal 2005 hence there was limited interest expense during the year ended September 30, 2005.  Debenture interest during fiscal 2003 was less than that included in fiscal 2004 expenses.  The debentures were issued during December, 2002 and July, 2003, resulting in less than one full year's interest being recorded in fiscal 2003.



51



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d. Equity in Loss of Investees

The Company records its share of earnings (loss) of equity Investees and increases or reduces the carrying value of the investment in an equal amount.  The equity in loss of Investees is comprised of the Company's share of the losses of Manson Creek, Northern Abitibi and Tyler Resources as follows:



Year Ended:September  30, 2005September 30, 2004September 30, 2003Manson Creek Resources Ltd.$ (   316,382)$(   39,910)$ (  138,175)iNorthern Abitibi Mining Corp.(  20,108)( 695,000)(    78,222)iiTyler Resources Inc.(   292,831)( 153,946)-iiiTotal$ ( 629,321)$(  888,856)$  ( 216,397)




i.

Manson Creek wrote-off properties in the current year, (the Company's share - $240,000), while there were no such write-offs during 2004.  Further, Manson Creek recorded stock option compensation expense of $130,000 during 2005, (the Company's share - $32,500). During fiscal 2003 Manson Creek wrote-off mineral properties, (the Company's share - $107,000).

ii.

The reason for the significant loss in Northern Abitibi in the 2004 period was that Northern Abitibi had written-off all of its remaining mineral properties during the period when it had insufficient resources for further exploration on these properties.  Subsequent thereto, Northern Abitibi completed a private placement financing and acquired a promising mineral property in Nevada, USA. The equity in loss of Northern Abitibi in 2003 was relatively high compared to 2005 because mineral properties were written-off during fiscal 2003 and the Company reported significant stock option compensation expense, (the Company's share of these costs - $46,000).

iii.

The Company acquired a significant investment in Tyler when it disposed of its interest in the Bahuerachi mineral property in exchange for Tyler shares on January 29, 2004.  Thereafter the Company commenced to record its investment in Tyler on the equity basis.  As a result, during fiscal 2003, there were no losses to record and during fiscal 2004 the Company recorded its share of Tyler's losses for approximately eight months compared to twelve months in fiscal 2005.  Further, with Tyler's increase in operations and the recording of stock option compensation expense of $1.2 million during the current year, its losses have increased, as has the Company's share of these losses.



e. Write-down Investments

During fiscal 2004, the Company wrote-down its investment in Northern Abitibi Mining Corp. and during fiscal 2003 the Company wrote-down its investment in Aloak to reflect declines in value that were considered other than temporary.



f. Gain on Dilution of Equity
Investments

The gain on dilution of equity investments in the 2005 fiscal year pertained to the Company's investments in Tyler Resources Inc., Manson Creek Resources Inc., and Northern Abitibi Mining Corp. The gain during fiscal 2004 pertained solely to the Company's interest in Tyler Resources Inc.  The Company's interests in these companies were diluted when the Investees issued capital stock to outsiders during the year. The Company's share of the additional assets introduced to the Investee companies exceeded the cost of the Company's interest surrendered, therefore a gain was recognized.



g.Gain on Sale of Interest in Waddy Lake Resources Inc.

Refer to note 10 to the financial statements.  A portion of the Company's investment in Waddy Lake Resources Inc. was sold during fiscal 2004 for nominal consideration plus $200,000 in staged payments over four years.  At the time of the transaction the Company determined that it would not record a receivable for the three $200,000 payments not yet received on the transaction date, since collection was considered uncertain, and determined that these payments would be recorded on an "as received" basis.  The current year gain represents the receipt of one such payment.



52



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h. Gain on Sale of Jolu Mill

During fiscal 2003 the Company completed its final divestment of Saskatchewan mineral property assets with the sale of the Jolu Mill.  The mill had been written-down to $1, during an extended period of declining mineral prices, and was sold during a more buoyant market.



i.
Write-down of Mineral Property and Equipment

The Company's last remaining mineral property was sold in January, 2004, therefore there is no comparable amount in fiscal 2005, nor is there expected to be in the future.  The write-down at the end of September, 2003 reflected management's estimate of the decline in value of the Company's Mexican mineral property interest that was subsequently sold in 2004.  During fiscal 2004, there were further costs incurred on this property that did not add to the value, hence they too were written-off.



j. Site Restoration Expense

During fiscal 2003 the Company completed the sale of its Saskatchewan mineral property assets.  During fiscal 2003 it became apparent that additional site restoration costs needed to be accrued for costs that were not being assumed by the purchaser.  These costs in the amount of $46,000 are included in the fiscal 2003 expenses.



k. Other Income and Expense

This category is comprised of interest income during fiscal 2005 and fiscal 2004.  The 2003 amount is the net of interest income and amortization of capital assets.  Interest income was significantly higher during fiscal 2005 due to the significant cash balances resulting from numerous investment sales during the year.



Inflation and Foreign Currency



The impact of inflation and foreign currency fluctuations on the Company is not material. The Company does not currently have assets or liabilities denominated in foreign currencies.



The Company does not engage in currency borrowing or hedging.



B.  LIQUIDITY AND CAPITAL RESOURCES



|                          | September 30,
|------------------------- | -------------
|                          | 2005         
|Cash and cash equivalents | 3,704,632    
|Working capital           | 3,497,909    



The sale of investments contributed $4,247,000, (2004 - $711,000, 2003 - $1,200), cash to the Company and the acquisition of investments utilized $759,000, (2004 - $618,000, 2003 - $nil) of cash.  The investments sold during the years ended September 30, 2005 and 2004 were summarized under "A" Operating Results above.    Golden Band Resources Inc. shares were acquired in 2005 pursuant to the exercise of warrants.  The fiscal 2005 Golden Band purchases aggregated $179,000.  In addition the Company acquired 500,000 common shares of Manson Creek Resources Ltd. during the current year for $75,000 pursuant to the exercise of warrants and acquired 400,000 common shares and 400,000 warrants of Tyler Resources Inc. for $500,000 as well as 5,000 shares for $5,000.   The investment purchases in the 2004 fiscal year were comprised of Golden Band shares acquired through the exercise of warrants, $345,000, and through a private placement, $56,000; Manson Creek shares acquired through a private placement, $100,000; RSX Energy shares, $83,000 and Ultima Energy Trust units, $34,000.



Cash operating expenses exceeded interest income by $279,000 in fiscal 2005; (2004 - $273,000; 2003 - $225,000).



In both the 2004 and 2005 fiscal periods, $200,000 was received for the sale of the Company's investment in Waddy Lake Resources Inc.  Pursuant to the sale the Company would receive staged payments of $200,000 over four years, two of which it has received to date.



53



---



In the year ended September 30, 2004, the Company expended $70,000, (2003 - $69,000) cash on the Bahuerachi, Mexico mineral property prior to the sale of the property interest to Tyler Resources Inc.



During the year ended September 30, 2005, 500,000 warrants were exercised by an officer for proceeds of $55,000. The warrants were issued pursuant to the conversion of debentures into units comprised of common shares and share purchase warrants.  Further, 600,000 stock options were exercised for net proceeds of $66,000.



The Company expended $7,000 on debenture interest, (2004 -$33,000; 2003 - $17,000).  The 2005 amount was payment in full of interest accruing to the date that the debentures were converted into common shares and warrants.  The Debenture proceeds of $550,000 were received in fiscal 2003.



During fiscal 2003 the Company advanced $25,000 to Tyler Resources by way of notes receivable.  During fiscal 2004, the full amount owing plus interest accruing thereon was repaid.



Primarily as a result of investment sales during fiscal 2005, the Company has more than sufficient resources to fund operations in fiscal 2006.



The Company has an investment portfolio that at September 30, 2005 had a fair value of approximately $20 million excluding the value of Manson Creek Resources Inc. ("Manson Creek") and Northern Abitibi Mining Corp. ("Northern Abitibi") shares.  Fair values are based on market quotes and may not represent actual proceeds should these investments be sold, particularly given the large holding in Tyler Resources Inc.Subsequent to year end the Company distributed5,204,329 Manson Creek shares and 7,286,300 Northern Abitibi shares by way of a dividend. The costs associated with the distribution, that will be paid subsequent to year-end, are estimated at $100,000.   Further the Company paid a $0.01 dividend per share to all shareholders of record on November 16, 2005.  The total cash dividend aggregated approximately $404,000.  The receipt of approximately $600,000 from the exercise of warrants and $83,000 from the exercise of options subsequent to year-end, more than offsets these expenditures.



Borrowings



There were no borrowings at the end of fiscal 2005.  At September 30, 2004 and September 30, 2003, the Company owed $550,000 to convertible debenture holders (see Note 7 to financial statements and "Item 4.  Information on the Company - A. History and Development - 4.  Significant changes or events - j) Year ended September 30, 2003 - Convertible Debenture Financings").  The due date of the convertible debentures was December 17, 2005.  The convertible debentures bore interest at 6% per annum, payable semi-annually on March 31 and September 30 and were secured by a floating charge over substantially all of the assets of the Company.  In addition, the debentures
were convertible into units comprised of one common share and one share purchase warrant at $0.10 per unit until December 17, 2004 and $0.11 per unit from December 18, 2004 to December 17, 2005.



Without the written consent of the debenture holders, the Company was not allowed to advance monies by way of a loan to any company or conduct exploration activities of any nature, except for its commitment to fund exploration costs relating to the 2003 program on the Bahuerachi property in Mexico.



During fiscal 2005 the full $550,000 of debentures was converted into 5,499,091 common shares and 5,499,091 warrants.   During fiscal 2005, 500,000 warrants were exercised at $0.11 per share for $55,000.  The remaining 4,999,091 warrants were exercised subsequent to September 30, 2005 at $0.12 per share for total consideration of $599,891.



The Company maintains its cash in Canadian currency and invests excess cash in brokerage accounts as required.



The Company does not utilize any financial instruments for hedging purposes.



There are no material commitments for capital expenditures as of September 30, 2005.



54



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C.  RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES



The company expended the following on mineral exploration activities during the last three fiscal years:



> 2005   
> $      -
> 2004    $  11,582
> 2003    $132,691

D.  TREND INFORMATION

During the year-ended September 30, 2004 the Company sold its remaining exploration property. Thereafter the Company became exclusively an investment Company. Further the Company ceased to consolidate Waddy Lake Resources Inc. pursuant to the investment sale described in item 4(A)(4)(h). Certain amounts in the statement of operations that were associated with these two transactions are considered non-recurring.



Future recurring operating items will relate to the ongoing general and administrative expenses and investment-related income/loss items - equity in earnings (loss) of Investees, gain (loss) on sale of investments, dilution gains (losses) pertaining to equity accounted investments and write-down of investments, as applicable.



E.  OFF BALANCE SHEET ARRANGEMENTS



The Company does not have any material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.



F.  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS.



|                                    | Payments Due by Period(1)
|----------------------------------- | -------------------------
|                                    | Total(1)                 
|Long-Term Debt Obligations          | $    -                   
|Capital (Finance) Lease Obligations | $    -                   

|Operating Lease Obligations                                                                                             | $13,700      | $11,000      | $2,700       | $
          - | $
           -
|----------------------------------------------------------------------------------------------------------------------- | ------------ | ------------ | ------------ | ------------- | --------------
|Purchase Obligations                                                                                                    | $
         - | $
         - | $
         - | $
         -  | $
         -  
|Other Long-Term Liabilities Reflected on the Company's Balance Sheet under the GAAP of
the primary financial statements | $
         - | $
         - | $
         - | $
         -  | $
         -  
|Total                                                                                                                   | $13,700      | $11,000      | $2,700       | $
         -  | $
          - 



(1)

As
of September 30, 2005.



G.  SAFE HARBOR



Except for historical facts, all
information required by Item 5 E and 5 F of this Item 5 is deemed to be a
"forward-looking statement" as that term is defined in Section 27A of the
Securities Act and Section 21E of the Exchange Act and the accuracy of these
statements cannot be guaranteed as they are subject to a variety of risks.

55



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Item 6:  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A.

DIRECTORS AND SENIOR MANAGEMENT (see table below)

B.

COMPENSATION (see table below)



|Name,
      Age and Present
      Position with the
      Corporation                                  | Professional Degrees and
      Present Principal
      Occupation and Previous
      Business Experience                                                                                                                                                                                                                                                                                                                                                                                                              | Period as Senior Management or
      Director | Shares
      Owned (2)(4)(5)                                                                                                                                                                                                                              | Annual
      Compensation
|------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------
|James
       Devonshire
      Director,
      Chief Executive Officer and President
      Age
      58 | C.A.
      - Institute of Chartered Accountants (Alberta) - 1974; M.A. Political
      Science - University of Waterloo - 1971 and B.A. Political Science and
      Economics - University of Calgary - 1970.
      Self-employed
      Chartered Accountant and Management Consultant.  Director of Manson
      Creek Resources Ltd.                                                                                                                                                                                | Since
      March 30, 1990                    | 1,969,800
      or 4.9% of total issued and outstanding                                                                                                                                                                                                   | $41,000
      (3)        
|Gregory
      H. Smith
      Director
      and Chief Financial Officer
      Age
      58             | C.A.
      - Institute of Chartered Accountants (Alberta) - 1975 and B.Com. -
      University of Calgary - 1970.
      
      Self-employed
      Chartered Accountant.  President of Oakridge Financial Management
      Inc., Chief Financial Officer and Director of CDG Investments Inc., Maglin
      Furniture Systems Ltd. and Aloak Corp.  Director of Armistice
      Resources Ltd.                                                                                                                        | Since
      March 27, 1997                    | 2,546,216
      or
      6.24%
      of total issued and outstanding                                                                                                                                                                                      | $1,100                   
|Robert
      G. Ingram (1)
      Director
      Age
      62                                           | C.A.
      - Institute of Chartered Accountants (Alberta) - 1967
      And
      B.Com. - University of Alberta - 1965.
      Self-employed
      Chartered
      Accountant.
       Director and President of Southesk Energy Ltd., Director and
      President of Uncas Production Corporation and Director and President of
      First Yellowhead Equities Inc., all private companies. Director of Golden
      Band Resources Inc., Santoy Resources Ltd. and Equitech Corporation all
      public companies. | Since
      September 24, 1981                | 1,496,000
      or 3.7% of the total issued and outstanding held directly. Mr. Ingram is
      also the President and Director of Uncas Production which holds 1,680,000
      or 4.15% and First Yellowhead Equities Inc. which holds 4,259,582 or 10.5% | $1,100                   

56

---



|Name, Age and Present
      Position with the
      Corporation | Professional Degrees and
      Present Principal
      Occupation and Previous
      Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Period as Senior Management or
      Director | Shares
      Owned (2)(4)(5)                                            | Annual
      Compensation
|--------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | ----------------------------------------------------------------------- | -------------------------
|Calvin
      Fairburn
      Director
      Age
      72         | BSAM-Advanced
      Management 1972; P.Eng.-APPEGA 1960 and
      B.Sc.
      Eng. University of Saskatchewan - 1957.
      
      Self-employed
      Professional
      Engineer.
      Over 45 years experience in the Petroleum and Natural Gas and Agriculture/
      Farming Industries.  Director of Buffalo Oil Company Limited from
      1993-1998.                                                                                                                                                                                                  | Since
      March
      6, 2003               | 401,200
      or
      1.0%
      of the total issued and outstanding   | $1,100                   
|Kerry
      Brown(1)
      Director
      Age
      49          | C.A.
      - Institute of Chartered Accountants (Alberta) - 1982 and B.Com. -
      University of Alberta - 1979.
      
      Chairman
      and Chief Executive Officer of Foundation Equity Corporation, an angel
      capital company, since it's inception in 1992. Chairman of McCoy
      Corporation, a TSE listed company since 1995. Chairman of Equitech
      Corporation and HomeBank Technologies Inc., both listed on the TSX.
      Director of Innovotech Inc. listed on the TSX and First Yellowhead
      Equities Inc. a private Company. | Since
      February
      28, 2005           | 1,120,300
      or
      2.8%
      of the total issued and outstanding | $
        -              
|Edward
      Fry (1)
      Director
      Age
      58          | Self-employed
      businessman who
      specializes
      in private real estate
      development,
      finance and
      syndication.
      Chairman and
      Director
      of Safe Harbour Inc.
      and
      has served as a director
      on
      a number of public boards.                                                                                                                                                                                                                                                                     | Since
      February
      28, 2005           | 600,000
      or
      1.5%
      of the total issued and outstanding   | $600                     
|Barbara
      O'Neill
      Secretary
      Age
      39        | Secretary
      of the Company, and Tyler Resources Inc., Manson Creek Resources Ltd.,
      Aloak Corp. and  Northern Abitibi Mining Corp.                                                                                                                                                                                                                                                                                                                                                                                                                    | Since
      June 28, 1993                     | 75,000
      or 0.2%                                                    | $51,550                  



Notes:

(1)

Messrs. Fry, Ingram and Brown constitute the Audit Committee of the Company.  The Company does not have an Executive Committee.

(2)

The approximate number of shares of the Company carrying the right to vote in all circumstances beneficially owned, directly or indirectly, or over which control or direction is exercised by each proposed nominee as of January 15, 2006.



57



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(3)

This amount was paid to a corporation in which the officer is a shareholder, for consulting services provided at customary professional rates.  See "Related Party Transactions" below.

(4)

Options held by Directors and Officers outstanding as at January 15, 2006:



|Option Holder    | Number of Common Shares | Exercise Price | Expiry Date      
|---------------- | ----------------------- | -------------- | -----------------
|                 |                         |                |                  
|Gregory H. Smith | 375,000                 | $0.11          | June 4, 2007     
|Edward Fry       | 100,000                 | $0.33          | February 27, 2008
|Kerry Brown      | 100,000                 | $0.33          | February 27, 2008
|Barbara O'Neill  | 75,000                  | $0.11          | June 4, 2007     



Options to acquire 200,000 shares at $0.33 per share were granted on February 28, 2005. A total of 600,000 options at $0.11 per share were exercised during fiscal 2005 and 750,000 options at $0.11 per share were exercised during November, 2005.



(5)

Where persons listed on this table have the right to obtain additional shares of common stock within 60 days from January 15, 2006, through the exercise of outstanding options or warrants, these additional shares are deemed to be outstanding for the purpose of computing the percentage of common stock owned by such persons, but are not deemed to be outstanding for the purpose of computing the percentage owned by any other person.  Based on 40,434,855 shares of common stock outstanding as of January 15, 2006.



As of January 15, 2006, the Company does not have any plans that require the Company to contribute to, or to provide pension, retirement or similar benefits to directors and officers.



All of the Company's shareholders, including officers and directors if they own shares, have the same voting rights.



See also Item 7(B).



C.

BOARD PRACTICES



All directors hold office until the next annual meeting of the shareholders of the Company and until their successors have been elected and qualified. Officers of the Company serve at the discretion of the Board of Directors. See the table under Item 6 B for term of office and audit committee information.



The Company's Audit Committee must be comprised of at least three directors, all of whom must be outside directors who are not employees or members of management of the Company or any of its associates or affiliates.   The Board of Directors, after each annual shareholders meeting must appoint or re-appoint an audit committee.  As of the date of this annual report, the members of the audit committee were Messrs. Ingram, Brown and Fry.



The audit committee must review the annual and interim financial statements of the Company before they are approved by the Board of Directors of the Company.  The Board of Directors must review, and if considered appropriate, approve the annual and interim financial statements of the Company before presentation to the shareholders of the Company.



The Company has a compensation committee consisting of Kerry Brown, Edward Fry and Robert Ingram.



The Compensation Committee shall, in addition to any other duties and responsibilities specifically delegated to it by the board of directors, generally assume responsibility for assisting the board of directors in respect of compensation policies for the Corporation and to review and recommend compensation strategies for the Corporation and proposals relating to compensation for officers, directors and employees and to assess the performance of the officers of the Corporation in fulfilling their responsibilities and meeting corporate objectives.  In discharging its responsibilities, the Compensation Committee will report and, where appropriate, make recommendations, in respect of the matters identified in this mandate. 
Specifically, the Compensation Committee shall have authority and responsibility for:



58



---

(a)   establishing and recommending remuneration strategies and benefit plan strategies for the Corporation,

with particular emphasis on the officers and directors of the Corporation and key consultants to the Corporation;
(b)   assessing the performance of the Chief Executive Officer and, through the Chief Executive Officer, that of the

other officers of the Corporation;
(c)   reviewing and assisting, where appropriate, in management succession planning and professional development

planning for the officers of the Corporation;
(d)   establishing and recommending the compensation levels of the Chief Executive Officer and the other officers of

the Corporation;
(e)   establishing policy and recommending compensation for directors;
(f)   reviewing the overall parameters of the Corporation's stock option program and recommending option allocations

for officers, directors and other employees of the Corporation;
(g)  retaining advisors and/or consultants, as considered necessary, to assist the Committee in the discharge of its

responsibilities;
(h)  periodically reviewing the Corporation's benefit plans to ensure the appropriateness thereof; and
(i)   preparing and reviewing, as required, public or regulatory disclosure respecting compensation and the basis on

which performance is measured.To the best of the Company's knowledge, there are no arrangements or

understandings with major shareholders, customers, suppliers, or others, pursuant to which any of the

Company's officers or directors was selected as an officer or director of the Company.



There are no family arrangements between any director or officer of the Company and any other director or officer of the Company.



There are no directors' service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment.



D.

EMPLOYEES



The Company currently and during fiscal 2005 employed three persons on a full time basis, and throughout fiscal 2004 and 2003 employed two persons on a full-time basis. None of the Company's employees are represented by a labor union.  Corporations in which certain of the Company's officers or directors are shareholders have provided geological and exploration services and direct administrative services at usual professional rates.



The Company utilized the services of two contractors during fiscal 2005.



E.         SHARE OWNERSHIP



Directors' and Officers' Options



See table under Item 6B.



59



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Employee/Officers Stock Options

The Company has adopted a 1998 Stock Option plan, pursuant to which up to 10% of the issued and outstanding common shares are reserved for issuance.  Under the plan, the options that have been granted expire at the earlier of five years from the grant date, the date at which the Directors determine, or 60 days from the date from which the optionee ceases to be a director, officer, employee or consultant.  Options are granted at the fair value of the shares around the grant date or greater amount determined by the directors.



Pursuant to the Stock Option plan of the Company, employees/consultants, and officers have been granted options. The following are outstanding as at January 15, 2006, (exclusive of directors' and officers' options summarized above):



|Number of Common Shares | Exercise
Price CDN $ | Expiry
Date 
|----------------------- | -------------------- | ------------
|75,000                  | $0.11                | June 4, 2007



Item 7:

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A.

MAJOR SHAREHOLDERS



1.

To the knowledge of the directors and senior officers of the Company, as of January 15, 2006, no persons or corporations beneficially owned, directly or indirectly, or exercised control or direction over 5% or more of the votes attached to all outstanding shares of the Corporation which have the right to vote in all circumstances, except as follows:



|As at January 15, 2006 (1)   
|-----------------------------
|Shareholder                  
|Gregory H. Smith             
|James Devonshire             
|Robert Ingram                
|Uncas Production (3)         
|First Yellowhead Equities (3)



(1)

Includes all options and warrants held by each individual.



(2)

Where persons listed on this table have the right to obtain additional shares of common stock within 60 days from January 15, 2006, through the exercise of outstanding options or warrants, these additional shares are deemed to be outstanding for the purpose of computing the percentage of common stock owned by such persons, but are not deemed to be outstanding for the purpose of computing the percentage owned by any other person.  Based on 40,434,855 shares of common stock outstanding as of January 15, 2006.



(3)

Mr. Ingram is the President and Director of these Companies.



All of the Company's major shareholders have equal voting rights.



2.

As of January 15, 2006, according to records of the Company's transfer agent, the Company had 1,115 registered holders of its common shares, 268 of whom were residents of the United States. The total shareholdings of such United States resident shareholders as at January 15, 2006 were 6,596,718 common shares, representing 16.3% of the total issued and outstanding capital of the Company. These do not include an indeterminable number of persons who hold their shares in 'street name' through broker-dealers or other beneficial holders. The Company does not know how many beneficial shareholders it has in the United States, but management believes there are approximately 800 such shareholders.



3.

To the best of the Company's knowledge, the Company is not directly or indirectly owned or controlled by another corporation(s), by any foreign government or by any other natural or legal person(s), severally or jointly. The Company believes that the day-to-day business operations and affairs of the Company are controlled by the Board of Directors.



60



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4.

The Company has no knowledge of any arrangements, the operation of which may, at a date subsequent to the date of this Annual Report, result in a change of control of the Company.



5.

The following significant changes occurred in the percentage share ownership of the major shareholders during the past three years:

Mr. Ingram:  In 2005, Mr. Ingram owned 3.69% directly. Further 10.5% was held by First Yellowhead Equities Inc. and 4.15% was held by Uncas Production Corp. (Mr. Ingram is the President and Director of both Companies).  These interests increased due to Mr. Ingram exercising 350,000 options for 350,000 common shares and exercised 500,000 warrants for 500,000 common shares.   First Yellowhead exercised 1,999,091 warrants for 1,999,091 common shares and Uncas Production Corp. exercised 1,000,000 warrants for 
1,000,000 common shares. In prior years the shares owned by Uncas and First Yellowhead were included in Mr. Ingram's totals.

Mr. Devonshire: In 2002, Mr. Devonshire beneficially owned 2.8% of the Company's common shares.  Mr. Devonshire's interest increased to 6.5% in 2003 due to the inclusion of 500,000 shares that could potentially be issued pursuant to the conversion of debentures into common shares and warrants to purchase common shares, which are further assumed to be converted into 500,000 common shares.

Mr. Ingram:  In 2002 Mr. Ingram beneficially owned 2.1% of the Company's common shares.  Mr. Ingram's interest increased to 21.4% in 2003 due to the inclusion of 3,500,000 shares that could potentially be issued pursuant to the conversion of debentures into common shares and warrants to purchase common shares, which are further assumed to be converted into 3,500,000 common shares.

Mr. Sanders:  In 2002, Mr. Sanders, a former director, beneficially owned 0% of the Company's common shares.  Mr. Sander's interest increased to 4.6% in 2003 due to the inclusion of 500,000 shares that could potentially be issued pursuant to the conversion of debentures into common shares and warrants to purchase common shares, which are further assumed to be converted into 500,000 common shares.



6.

None of the Company's shareholders have different voting rights.

B.

RELATED PARTY TRANSACTIONS



Other than as disclosed below, for the years ended September 30, 2005 and the period from October 1, 2005 to the date of this filing, the Company has not entered into any transactions or loans between the Company and any (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individuals' family; (d) key management personnel and close members of such individuals' families; or (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.



For purposes of this section, an "associate" is an unconsolidated enterprise in which the Company has a significant influence or which has significant influence over the Company.  "Significant influence" over an enterprise is the power to participate in the financial and operating policy decisions of the enterprise but is less than control over those policies.  Shareholders (including the Company) beneficially owning a 10% interest in the voting power of a company are presumed to have a significant influence on the company.  This section also includes transactions between the Company and any enterprises that has a member of key management in common with the Company.



All related party transactions and loans, in accordance with the preceding discussion, during the last fiscal year and the period from October 1, 2005 to January 15, 2006 are as follows:



61



---



1.

During the year ended September 30, 2003 directors of the Company, or companies over which directors had control or direction, subscribed to $450,000 of a $500,000 debenture financing. During fiscal 2005 the Company triggered early redemption of the debentures which were converted into 5,499,091 common shares and 5,499,091 warrants. All but 1,000,000 of these shares and warrants were issued to the aforementioned directors. During fiscal 2005 one director exercised his 500,000 warrants to acquire 500,000 common shares at $0.11 per share. During the period from October 1, 2005 to January 15, 2006 all of the remaining warrants were exercised to acquire 4,999,091 common shares at $0.12 per share. All but 1,000,000 of these shares were acquired by directors of the Company.



2.

The Company subleases office space from Manson Creek, a company related by virtue of certain common officers and directors.  During fiscal 2005 Mr. Devonshire and Ms. O'Neill, who were shareholders, officers and/or directors of the Company were also shareholders, officers and/or directors of Manson Creek.  During the year ended September 30, 2005, Manson Creek charged the Company $28,000 for the Company's share of office base rent and operating costs.  The annual base lease charges are $11,000 until December 31, 2006 and $2,700 in 2007, the final year of the lease.  The Company is responsible for its share of lease operating costs which vary from year-to-year but aggregated approximately $10,000 in fiscal 2005.  Rent and operating expenses paid or accrued for the period October 1, 2005 through January 15, 2006 aggregated $5,000.  See "Item 4: Information on the Company - D. Property, Plants and Equipment."



3.

Pursuant to an agreement dated January 1, 2002, between the Company and Kingslea Financial Corp. ("Kingslea"), Kingslea billed the Company for Mr. Devonshire'sconsulting services during the years noted at an hourly rate of $105.  Mr. Devonshire is the sole shareholder, officer and director of Kingslea.  Total amounts paid to Kingslea (rounded to the nearest $1,000) in the past fiscal year were $41,000 and -$9,500 for the period from October 1, 2005 through January 15, 2006.



4.

The Company employs three individuals whose services are also used by companies related by virtue of certain common officers and directors.  Further the Company pays certain administrative costs applicable to all of these companies.  The Company then bills the related companies for their share of the salaries and administrative costs, including a 10% mark-up to compensate for the administrative costs associated with rebilling. The amounts charged to these companies in the past fiscal year rounded to the nearest $1,000, are as follows (as the Company bills quarterly, no billing has been prepared for October 1 to December 31, 2005.)



|            | Tyler Resources | Manson Creek | Northern Abitibi | Total   
|----------- | --------------- | ------------ | ---------------- | --------
|Fiscal 2005 | $67,000         | $37,000      | $17,000          | $121,000



There were no loans made by the Company or any of its subsidiaries to, or for the benefit of, any of the persons noted above, during the year ended September 30, 2005 or during the period from October 1, 2005 to January 15, 2006.



Conflicts of Interest



See "Item 3:  Key Information - Risk Factors - Conflict of Interest".



The following table identifies, as of the date of this filing, the name of each director of the Company and any public reporting company, for which such director currently serves as an officer or director:



|Name of Director | Name of Company                                           | Position                    | Term of Service                                                   
|---------------- | --------------------------------------------------------- | --------------------------- | ------------------------------------------------------------------
|James Devonshire | CDG Investments Inc.
    
    Manson Creek Resources Ltd. | President
Director
Director | Sept
    2000 - Present
March 1990 - Present
August 2000 - Present



62



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|Name of Director | Name of Company                                                                                                                      | Position                                                                  | Term of Service                                                                                                                                                  
|---------------- | ------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Gregory H. Smith | CDG Investments Inc.

Armistice Resources Ltd.
Aloak Corp.

Tyler Resources Inc.                                                     | Director
CFO
Director
Director
CFO
Director
Chairman                      | March 1997 - Present
February 2001 - Present
November 1987 - Present
March 2003 - Present
February 2001 - Present
December 2000 - Present
December 2005 - Present
|Robert G. Ingram | CDG Investments Inc.
Southesk Energy Ltd.
First Yellowhead Equities
Santoy Resources Ltd.
Golden Band Resources
Equitech Corporation | Director
Director/President
Director/Treasurer
Director
Director
Director | Sept. 1981 - Present
July 1994 - Present
June 1998 - Present
March 1990 - Present
Jan. 26 2004 - Present
July 2004 -Present                                      
|Calvin Fairburn  | CDG Investments Inc.                                                                                                                 | Director                                                                  | March 2003- Present                                                                                                                                              
|Edward Fry       | CDG Investments Inc.                                                                                                                 | Director                                                                  | February 2005 - Present                                                                                                                                          
|Kerry Brown      | CDG Investments Inc.
McCoy Bros Inc.
Equitech Corporation
HomeBank Technologies Inc.
Innovotech Inc.
First Yellowhead Equities Inc.  | Director
Chairman/Director
Chairman/Director
Chairman
Director
Director   | February 2005 -Present
Oct 1997-Present
March 2001-Present
February 2001-Present
January 2001-Present
April 2002-Present                                         
|Barbara O'Neill  | CDG Investments Inc.
Manson Creek Resources Ltd.
Tyler Resources Inc.
Northern Abitibi Mining Corp.
Aloak Corp.                      | Secretary
Secretary
Secretary
Secretary
Secretary                         | June 1993 to present
May 1993 to present
August 1998 to present
May 1993 to present
June 1993 to present                                                         



C.

INTERESTS OF EXPERTS AND COUNSEL



Not applicable.



Item 8:

FINANCIAL INFORMATION



The financial statements are attached to and form part of this Annual Report. See Part III, Item 17.  Except as disclosed in Item 4 (A)4(a) through 4(A)4(d), no significant change has occurred since the date of the annual financial statements included herein.



Legal Proceedings



Procon Mining and Tunnelling Ltd. filed a Statement of Claim against the Company, its 100% owned subsidiary, Waddy Lake, and certain current and past directors and officers of the two companies seeking to recover $1,154,133 for mine contracting services as well as damages, court costs and interest on all sums unpaid. The Statement of Claim was filed on December 14, 2000 in the Supreme Court of British Columbia.  The named defendants included Waddy Lake, CDG Investments Inc., Glen Harper, Larry Lahusen, Robert Lemmon, James Devonshire, Barbara O'Neill, Robert Ingram, Donald Busby and Peter Cole.  The suit was subsequently dropped against Messrs. Harper, Busby and Cole. The Company reached a settlement that is described in detail under item 4(A)(4)(h) & (n).



Dividend Policy



The Company has not paid any dividends on its common shares to September 30, 2005. Subsequent to year-end the Company distributed 5,204,329 of its shares in Manson Creek, and 7,286,300 of its shares in Northern Abitibi by way of a dividend. In addition to this share dividend the Company paid a cash dividend of $0.01 per share for a total cash dividend of $404,000. The cash and share dividends were payable to shareholders of record on November 16, 2005.

Any decision to pay dividends on its common shares in the future will be made by the Board of Directors on the basis of earnings, financial requirements, shareholder value considerations and other conditions that may exist at that time.



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Item 9:

OFFER AND LISTING



Offer and Listing Details -Sections 1 to 3 of Item 9 are not applicable.



4.

The following is the price history of the Company's stock on the OTC Bulletin Board (the "OTCBB") under the symbol "GLDUF" until April 29, 2002 and then "CDGEF" from April 30, 2002 to date and the CNQ-Canadian Trading and Quotation System Inc. from May 2004 to date under the symbol "CDGI":



a)

for the five most recent full financial years the annual high and low market prices:



|OTC Bulletin Board
Year ended September 30, | 2005
US$ | 2004
US $ | 2003
US$ | 2002
US$
|------------------------------------------- | -------- | --------- | -------- | --------
|High                                        | $0.35    | $0.17     | $0.12    | $0.10   
|Low                                         | $0.05    | $0.035    | $0.009   | $0.005  



|CNQ
Year ended September 30, | 2005
Cdn$ | 2004(1)
Cdn$
|---------------------------- | --------- | ------------
|High                         | $0.50     | $0.14       
|Low                          | $0.03     | $0.04       

(1) The Company began trading on the CNQ in May 2004.



b)

for the two most recent full fiscal years, the high and low market prices for each full financial quarter.



|OTC Bulletin Board | Sale Price            
|------------------ | ----------------------
|                   | CDGEF (formerly GLDUF)
|Quarter Ended      |                       
|December 31, 2005  | .21                   
|Fiscal 2005        | Low US$               
|September 30, 2005 | .15                   
|June 30, 2005      | .155                  
|March 31, 2005     | .15                   
|December 31, 2004  | $0.05                 
|Fiscal 2004        | Low US$               
|December 31, 2003  | $0.035                
|March 31, 2004     | $0.10                 
|June 30, 2004      | $0.06                 
|September 30, 2004 | $0.055                



|CNQ               | Sale Price
|----------------- | ----------
|                  | CDGI      
|Quarter Ended     |           
|December 31, 2005 | .21       
|Fiscal 2005       | Low Cdn$  

|September 30, 2005 | .13      | .29      
|------------------ | -------- | ---------
|June 30, 2005      | .175     | .40      
|March 31, 2005     | .22      | .50      
|December 31, 2004  | $0.03    | $0.32    
|Fiscal 2004        | Low Cdn$ | High Cdn$
|June 30, 2004      | $0.05    | $0.14    
|September 30, 2004 | $0.04    | $0.13    



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c)

for the most recent six months the h-high and low market prices for each month during the previous six months:



|OTC Bulletin Board |         |         
|------------------ | ------- | --------
|Month Ended        | Low US$ | High US$
|July, 2005         | .15     | .19     
|August, 2005       | .18     | .23     
|September, 2005    | .20     | .27     
|October, 2005      | .25     | .33     
|November, 2005     | .28     | .33     
|December, 2005     | .21     | .30     



|CNQ             |          |          
|--------------- | -------- | ---------
|Month Ended     | Low Cdn$ | High Cdn$
|July, 2005      | .13      | .20      
|August, 2005    | .16      | .25      
|September, 2005 | .20      | .29      
|October, 2005   | .27      | .36      
|November, 2005  | .30      | .36      
|December, 2005  | .21      | .34      



These above quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions and may not necessarily represent actual transactions.



The OTCBB is smaller and less liquid than the major securities markets in the United States. The trading volume of the Company's shares on the OTCBB has been volatile. Consequently, shareholders in the United States may not be able to sell their shares at the time and at the price they desire.



The CNQ is smaller and less liquid than the major securities markets in Canada and the trading volume of the Company's shares has been volatile.  Consequently, shareholders may not be able to sell their shares at the time and at the price they desire.



The trading of the Company's shares on the Toronto Stock Exchange was suspended February 21, 2001 and the Company was delisted effective February 21, 2002. The Company made an unsuccessful application for listing on the Canadian Venture Exchange in February 2001.



B.

PLAN OF DISTRIBUTION



Not applicable



C.

MARKETS



The Company's common shares were traded on the Toronto Stock Exchange in Canada but were delisted from the TSE on February 21, 2002.   The Company then applied for a listing on the Canadian Venture Exchange. The Company received notice on March 7, 2001 that the Canadian Venture Exchange had denied its listing application for failure to meet all of the minimum listing requirements.



The Company commenced listing on the CNQ-Canadian Trading and Quotation System Inc. exchange in Canada effective May 18, 2004.  If the Company fails to remain current in its filings with the Securities and Exchange Commission, or if the Company decides to terminate its registration with the Securities and Exchange Commission, the Company would not qualify to be listed on the OTCBB and its shareholders may not be able to sell their shares in the United States.



65



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The Company currently trades on the OTCBB under the symbol CDGEF and the CNQ under the symbol CDGI.



D.

SELLING SHAREHOLDERS
Not applicable.

E.

DILUTION
Not applicable.

F.

EXPENSES OF THE ISSUE

Not applicable.



Item 10:  ADDITIONAL INFORMATION



A.

SHARE CAPITAL



Not applicable.



B.

MEMORANDUM AND ARTICLES OF ASSOCIATION



1.

Company's Objects and Purposes



The Company was incorporated under the Business Corporation Act (Alberta) on October 12, 1979 and was assigned corporate access number 20205811.  The Company prepares and makes its own corporate registry filings withAlberta Registrar of Companies.



At the Annual & Special Meeting on March 21, 2002, the shareholders approved a change in our business from that of a Natural Resources Company to that of an Investment Company and a change in name from Golden Rule Resources Ltd. to CDG Investments Inc.



2.

Directors



a)

Director's power to vote on a proposal, arrangement or contract in which the director is materially interested:



According to the Company's By-Law No. 1, except as required by the Alberta Business Corporations Act ("the Act"), no director is obliged to make any declaration or disclosure of interest or refrain from voting.



b)

Director's power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body: in accordance with By-Law No. 1 and the Articles of Association, the directors will be paid such remuneration for their services to the Company as the Board of Directors from time to time determines.  There is no specification regarding an "independent quorum" although a quorum is required for any meeting.

c)

Borrowing Powers

Without limiting the powers of the Company as set forth in the Act, the Board of Directors may from time to time cause the Company to:



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1)

borrow money on credit of the Company,

2)

to the extent permitted by the Act, give guarantees on behalf of the Company to secure the performance of any present or future indebtedness or other obligation of another person,

3)

issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Company, whether secured or unsecured, and

4)

charge, mortgage, hypothecate, pledge or otherwise create a security interest in any or all property of the Company, currently owned or subsequently acquired, to secure any present or future indebtedness or other obligation of the Company.

To the extent permitted by the Act, the Board of Directors may from time to time delegate to a committee, or to one or more of the directors and officers of the Company, all or any of the powers conferred on the Board of Directors to such extent and in such manner as the Board of Directors from time to time determines.

d)

Retirement

There is no specification in the Company's Articles of Association or Charter or By-laws that indicate an age limit regarding retirement or non-retirement.

e)

Directors Share ownership

A director is not required to be a shareholder of the Company in accordance with the "Articles of Association".

f)

Additional Directors

The Articles of Association, as amended, authorize the directors, between annual general meetings, to appoint one or more additional directors of the Company to serve until the next annual general meeting, given the number of directors added does not at any time exceed 1/3 of the number of directors who held office at the expired of the last annual general meeting.

3.

Rights, Preferences, Restrictions of Shares

The Company is authorized to issue an unlimited number of common shares without nominal or par value in accordance with Articles of Amendment dated April 30, 1987.  All of the following pertains to common shares:

a)

Dividend Rights

Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends declared shall be paid to the shareholders in proportion to the number of shares held by them.  All dividends unclaimed for six years after having been declared may be forfeited by the Directors for the benefit of the Company.

b)

Voting Rights

On a show of hands every member personally present and every duly appointed proxy or representative of a member attending the meeting shall have one vote, and on a poll every member, proxy or representative attending the meeting and entitled to vote shall have one vote for each share of which he is the holder, proxy or representative.

At the first annual general meeting and at every succeeding annual general meeting all of the Directors however appointed or elected shall retire from office.  A retiring Director shall retain office until the dissolution of the meeting at which his successor is elected.  A retiring Director shall be eligible for re-election.  The Company's directors do not stand for re-election at staggered intervals.



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c)

Rights to share in the Company's profits

There are no rights assigned pursuant to the Company's Articles or By-Laws that are in addition to those assigned by the Business Corporations Act.

d)

Rights to share in surplus

There are no rights assigned pursuant to the Company's Articles or By-Laws that are in addition to those assigned by the Business Corporations Act.

e)

Redemption Provisions

There are no redemption provisions in the Articles or By-Laws.

f)

Sinking Fund Provisions

There are no sinking fund provisions in the Articles or By-Laws.

g)

There are no provisions for liability to further capital calls in the By-Laws or Articles.

h)

There are no provisions discriminating against any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares.

4.

In order to change the rights of the holders of capital stock the Company would have to create another class of shares and have the holders exchange their shares for those of the other class.  The Company, is, however, only authorized to issue common shares at this time.  Conditions to change are not more significant than is required by law.  If the Company wishes to amend the Articles it must receive Shareholder approval and then file the amended Articles with Alberta Corporate Registry.

5.

In accordance with the Business Corporations Act of Alberta:

The directors of a corporation shall call an annual meeting of shareholders to be held not later than fifteen months after holding the last annual meeting and may, at any time, call a special meeting of shareholders.  Notice of the time and place of the meeting shall be communicated to shareholders of record entitled to vote, directors and auditors not less than 21 days and not more than 50 days before the meeting.

The Company does not limit who may attend its annual meetings to shareholders, directors and auditors.



A notice of record date advising of the Company's annual general meeting and the date for which the determination of shareholders is to be fixed must be issued seven days in advance of the record date.  The notice of meeting, information circular, financial statements and proxy are to be mailed to the shareholders not less than 25 days prior



to the meeting date.  A quorum for the transaction of business at a general meeting is two shareholders present in person or represented by proxy representing a minimum of 5% of the issued voting shares in the Company.



Only members who are registered holders of the Company's shares at the close of business on the record date (a date which is not more than 50 days, nor less than 35 days prior to the date of the meeting) who either attend the meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their shares voted at the meeting.



On a show of hands, every person who is present and entitled to vote shall have one vote.  Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the Chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried, an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.



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No business shall be transacted at a general meeting unless the requisite quorum shall be present at the commencement of the meeting.



6.

There are no known limitations on the rights to own securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights except that, in accordance with the Business Corporations Act of Alberta, the Company is prohibited from holding shares in itself and subsidiaries are also prohibited from acquiring shares of the Company and except as provided in the Investment Canada Act, (the "Act").



Management of the Company considers that the following general summary fairly describes those material provisions of the Act pertinent to an investment by an American investor in the Company.



The Act requires a non-Canadian making an investment which would result in the acquisition of control of a Canadian business, the gross value of the assets of which exceeds certain threshold levels or the business activity of which is related to Canada's cultural heritage or national identity, to either notify, or file an application for review with the Investment Review Division of Industry Canada, the federal agency created by the Investment Canada Act.



The notification procedure involves a brief statement of information about the investment of a prescribed form, which is required to be filed with Industry Canada by the investor at any time up to 30 days following implementation of the investment. It is intended that investments requiring only notification will proceed without government intervention unless the investment is in a specific type of business activity related to Canada's cultural heritage and national identity. If an investment is reviewable under the Act, an application for review in the form prescribed is normally required to be filed with Industry Canada prior to the investment taking place and the investment may not be implemented until the review has been completed and the Minister responsible for Investment Canada is satisfied that the investment is likely to be of net benefit to Canada. If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian must not implement the investment or, if the investment has been implemented, may be required to divest himself of control of the business that is the subject of the investment.



The following investments by non-Canadians are subject to notification under the Act:



(1)

an investment to establish a new Canadian business; and

(2)

an investment to acquire control of a Canadian business that is not reviewable pursuant to the Act.



The following investments by a non-Canadian are subject to review under the Act:



(1)

direct acquisitions of control of Canadian businesses with assets of $5 million or more unless the acquisition is being made by an American investor;

(2)

direct acquisitions of control of Canadian businesses with assets of $265,000,000 or more by an American investor;

(3)

indirect acquisitions of control of Canadian businesses with assets of $5 million or more if such assets represent more than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by an American investor;

(4)

indirect acquisitions of control of Canadian businesses with assets of $265,000,000 or more by an American investor if such assets represent more than 50% of the total value of the assets of the entities, the control of which is being acquired;

(5)  indirect acquisitions of control of Canadian businesses with assets of $50 million or more even if such assets represent less than 50% of the total value of the assets of the entities,  the control of which is being acquired, unless the acquisition is being made by an American investor in which case there is no review; and

(6)

an investment subject to notification that would not otherwise be reviewable if the Canadian business engages in the activity of publication, distribution or sale of books, magazines, periodicals, newspapers audio or video music recordings, or music in print or machine-readable form.



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Generally speaking, an acquisition is direct if it involves the acquisition of control of the Canadian business or of its Canadian parent or grandparent and an acquisition is indirect if it involves the acquisition of control of a non- Canadian parent or grandparent of an entity carrying on the Canadian business. Control may be acquired through the acquisition of actual or de jure voting control of a Canadian corporation or through the acquisition of substantially all of the assets of the Canadian business. No change of voting control will be deemed to have occurred if less than one-third of the voting control of a Canadian corporation is acquired by an investor.



An American, as defined in the Act includes an individual who is an American national or a lawful, permanent resident of the United States, a government or government agency of the United States, an American-controlled corporation, limited partnership, trust or joint venture and a corporation, limited partnership, trust or joint venture that is neither American-controlled or Canadian-controlled of which two-thirds of its board of directors, general partners or trustees, as the case may be, are any combination of Canadians and Americans.



The higher thresholds for Americans do not apply if the Canadian business engages in activities in certain sectors such as oil, natural gas, uranium, financial services (except insurance), transportation services or media activities.



The Act specifically exempts certain transactions from either notification or review. Included among the category of transactions is the acquisition of voting shares or other voting interests by any person in the ordinary course of that person's business as a trader or dealer in securities. Given the nature of the Company's business and the size of its operations, management does not believe the Investment Canada Act would apply to an investment in the Company's shares by a U.S. investor.



7.

There are no provisions in the Company's Articles of Association, Charter or By-Laws that would have the effect of delaying, deferring, or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or any of its subsidiaries/Investees.



8.

There are
no By-Law provisions governing the ownership threshold above which shareholder ownership must be disclosed; however, any person who beneficially owns or controls, directly or indirectly, more than 10% of the Company's voting shares is considered an insider, and must file an insider report with the Securities Commission at www.sedi.ca within ten days of becoming an insider disclosing any direct or indirect beneficial ownership of, or control over direction over securities of the Company.  In addition, if the Company itself holds any securities, the Company must disclose such ownership.



9.

Except for the Company's quorum requirements, certain requirements related to related party transactions, the approval of amendments to the Company's articles, forfeiture of dividends, voting by a show of hands, and disclosures by certain shareholders of their ownership, which are discussed above, there are no significant differences in the law applicable to the Company, in the areas outlined above, in Alberta, Canada versus the United States.  In most states in the United States, a quorum must consist of a majority of the shares entitled to vote.  Some
states allow for a reduction of the quorum requirements to less than a majority of the shares entitled to vote.  Having a lower quorum threshold may allow a minority of the shareholders to make decisions about the Company, its management and activities.  Additionally, in the United States, a director may not be able to vote on the approval of any transaction in which the director has an interest.  Generally, most states in the United States require amendments to a company's articles of incorporation to be approved by at least a majority of the votes cast by the holders of the issued and outstanding shares.  Some states, or some older corporations, may require approval of amendments by 2/3 of the votes cast by the holders of the issued and outstanding shares.  Under the laws applicable to the Company, an amendment to the articles could be approved by less than a majority of the outstanding shares, which would allow a minority of the Company's shareholder to change the Company's articles. In addition, in the United States voting by separate voting groups may be required on the approval of any such amendments.  Generally, in the United States, unclaimed dividends are required to be turned over to the appropriate state authorities for holding on behalf of the recipient of the dividend, rather than being forfeited for the benefit of the Company.  Also, in the United States, shareholder votes are usually conducted by ballot rather than a show of hands.  Voting by a show of hands may cause inaccurate results.  The Company's common shares are registered with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  As a result, under Section 13 of the Exchange Act, shareholders beneficially owning more than five percent (5%) of the Company's common shares may be required to make filings with the Securities and Exchange Commission relating to their ownership of the Company's common shares.



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10.

The conditions imposed by the Memorandum and Articles of Association governing changes in capital are not more stringent than is required by law.



C.

MATERIAL CONTRACTS



There have been no material contracts entered into in the two immediately preceding years other than in the ordinary course of business with the exception of:



1)

The Sale agreement with Tyler Resources Inc., (Tyler), pertaining to the sale of the Company's interest in the Bahuerachi, Mexico mineral property to Tyler during fiscal 2004. (See 4(A)(4)(g)).



2)

Debt settlement agreement and Waddy Lake Resources Inc. share sale agreements entered into during fiscal 2004. (See 4(A)4(h)).



D.

EXCHANGE CONTROLS



There is no law or governmental decree or regulation in Canada that restricts the export or import of capital including the availability of cash and cash equivalents for use by the Company's group, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares of the Company, other than withholding tax requirements (see E, Taxation, below).



E.

TAXATION



Material Canadian Federal Income Tax Consequences



Management of the Company considers that the following discussion fairly describes the material Canadian federal income tax consequences applicable to a holder of Common Stock of the Company who is a resident of the United States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold, his shares of Common Stock of the Company in connection with carrying on a business in Canada (a "non-resident shareholder").



This summary is based upon the current provisions of the Income Tax Act (Canada) (the "ITA"), the regulations thereunder (the "Regulations"), the current publicly announced administrative and assessing  policies of Revenue Canada, Taxation and all specific proposals (the "Tax Proposals") to amend the ITA and Regulations announced by
the Minister of Finance (Canada) prior to the date hereof.  This description is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action.



Dividends



Dividends paid on the common stock of the Company to a non-resident will be subject to withholding tax.  The Canada-U.S. Income Tax Convention (1980) (the "Treaty") provides that the normal 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation which is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend.



Capital Gains



In general, a non-resident of Canada is not subject to tax under the ITA with respect to a capital gain realized upon the disposition of a share of a corporation resident in Canada that is listed on a prescribed stock exchange.  For purposes of the ITA, the Company is listed on a prescribed stock exchange.  Non-residents of Canada who dispose of shares of the Company will be subject to income tax in Canada with respect to capital gains if:



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(a)

the non-resident holder;

(b)

persons with whom the non-resident holder did not deal at arm's length; or

(c)

the non-resident holder and persons with whom the non-resident holder did not deal with at arm's length,



owned not less than 25% of the issued shares of any class or series of the Company at any time during the five-year period preceding the disposition.  In the case of a non-resident holder to whom shares of the Company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada.  However, in such a case, certain transitional relief under the Treaty may be available.



United States Federal Income Tax Consequences



The following is a general discussion of certain possible U.S. federal income tax consequences, under current law, to a U.S. Holder (as hereinafter defined) of common shares of the Company of the Share Dividend and the Cash Dividend.  This discussion is of a general nature only and does not take into account the particular facts and circumstances, with respect to U.S. federal income tax issues, of any particular U.S. Holder.  In addition, this discussion does not cover any state, local or foreign tax consequences.



The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended ("Code"), regulations promulgated by the U.S. Treasury Department under the Code (the "Treasury Regulations"), published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations.  This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.



This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any U.S. Holder or prospective U.S. Holder of shares issued by CDG, and no opinion or representation with respect to the U.S. federal income tax consequences to any such U.S. Holder or prospective U.S. Holder is made.  Accordingly, U.S. Holders of common shares issued by the Company should consult their own financial advisor, legal counsel or accountant regarding the U.S. federal, state, local and foreign tax consequences of the receipt of the Share Dividend and the Cash Dividend.



U.S. Holders



As used herein, a "U.S. Holder" means a holder of common shares issued by the Company who is (i) a citizen or individual resident of the U.S., (ii) a corporation created or organized in or under the laws of the U.S. or of any political subdivision thereof, (iii) an estate whose income is taxable in the U.S. irrespective of source or (iv) a trust subject to the primary supervision of a court within the U.S. and control of a U.S. fiduciary as described in Section 7701(a)(30) of the Code.  If a partnership or other "pass-through" entity treated as a partnership for U.S. federal income tax purposes holds shares issued by CDG, the U.S. federal income tax treatment of the partners or owners of such partnership or other pass-through entity generally will depend on the status of such partners or owners and the activities of such partnership or pass-through entity.



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Persons Not Covered



This summary does not address the U.S. federal income tax consequences to persons (including persons who are U.S. Holders) subject to special provisions of U.S. federal income tax law, including (i) persons who are tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, or brokers, dealers or traders in securities, (ii) persons who have a "functional currency" other than the U.S. dollar, (iii) persons subject to the alternative minimum tax, (xi) persons who own their common shares as part of a straddle, hedging, conversion transaction, constructive sale or other arrangement involving more than one position, (iv) persons who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services, (v) persons that own an interest in an entity that owns common shares, (vi) persons who own, exercise or dispose of any options, warrants or other rights to acquire common shares, (vii) persons who are partners or owners of partnerships or other pass-through entities such as corporations subject to Subchapter S of the Code, (viii) persons who own their common shares other than as a capital asset within the meaning of Section 1221 of the Code, or (ix) persons directly or indirectly owning 10% or more of the total voting power or the total value of the outstanding shares of CDG.



Distributions of the Share Dividend and the Cash Dividend by the Company to U.S. Holders



General Rules.  U.S. Holders receiving distributions (including constructive distributions such as the Cash Dividend) with respect to common shares issued by the Company are required to include in gross income as a dividend for U.S. federal income tax purposes the gross amount of such distributions (without reduction for any Canadian income tax withheld from such distributions), equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that the Company has current or accumulated earnings and profits.  To the extent that distributions from the Company exceed its current and accumulated earnings and profits, such distributions will be treated first as a return of capital, to the extent of the U.S. Holder's adjusted basis in the shares, and thereafter as gain from the sale or exchange of the shares.  (See more detailed discussion at "Disposition of Shares" below).  Any Canadian tax withheld from a distribution by the Company may be credited, subject to certain limitations, against the U.S. Holder's U.S. federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's U.S. federal taxable income by those who itemize deductions.  (See more detailed discussion at "Foreign Tax Credit" below).

Currency Gain or Loss.  In the case of foreign currency received as a distribution that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt.  Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss.  However, an individual whose realized gain does not exceed US$200 will not recognize that gain, to the extent that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.



Dividend may be Eligible for Reduced Tax Rate.  In general, a dividend received by U.S. Holders that are individuals, estates or trusts from "qualified foreign corporations," as defined in Section 1(h)(11) of the Code, generally are taxed
at the same preferential tax rates applicable to long-term capital gains.  Although not free from doubt, the Company would appear to meet the definition of a "qualified foreign corporation," as defined in Section 1(h)(11) of the Code as a result of the U.S. Canada income tax treaty if, however, the Company is not a Passive Foreign Investment Company ("PFIC").  The Company has not determined whether it meets the definition of a PFIC.  A corporation that is properly described as a PFIC (defined below), along with other foreign corporations given special status under the Code, for its taxable year during which it pays a dividend, or for its immediately preceding taxable year, will not be treated as a "qualifying foreign corporation" and dividends received by U.S. Holders that are individuals, estates or trusts generally will be subject to U.S. federal income tax at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains).



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Dividends not Eligible for Dividends Received Deduction.  Dividends paid by the Company generally will not be eligible for the "dividends received deduction" allowed to corporate shareholders receiving dividends from certain U.S. corporations.  The availability of the dividends received deduction is subject to several complex limitations that are beyond the scope of this discussion, and U.S. Holders of shares issued by the Company should consult their own financial advisor, legal counsel or accountant regarding the dividends received deduction.



Dividends Paid to Shareholder who Made QEF Election may be Exempt From Tax.  Generally, shareholders are not subject to additional income taxation on distributions made by a PFIC to the extent of the shareholder's basis in the Company's shares if a Qualified Electing Fund ("QEF") election is in effect.  (Please see the "QEF Election" discussion below.)  A shareholder's basis in this situation is usually equal to the cost of purchasing the shares plus the amount of the Company's income that was reported on the shareholder's return pursuant to the QEF election less any prior distributions made by the Company to the shareholder.  Again, these rules are subject to several exceptions that are beyond the scope of this discussion.



U.S. Holders of shares issued by the Company should consult their own financial advisor, legal counsel or accountant regarding whether dividends paid by the Company to them will be exempt from federal income tax if a QEF election is made.



Disposition of Shares



General Rule.  A U.S. Holder will recognize gain or loss upon the sale or other taxable disposition of shares issued or distributed by the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder's tax basis in the shares.  This gain or loss will be long-term capital gain or loss if the shares are held for more than one year.



Reduced Tax Rate.  Preferential tax rates apply to long-term capital gains of U.S. Holders that are individuals, estates or trusts.  There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation.  Sales of PFIC stock are not eligible for the reduced long-term capital gains rates that are usually applicable to sales of stock unless the shareholder made a QEF election regarding such shares.



CDG may be a Passive Foreign Investment Company



General Discussion.  The Company has not determined whether it meets the definition of a PFIC, within the meaning of Sections 1291 through 1298 of the Code for the current year and any prior years.  The Company may or may not qualify as a PFIC in subsequent years due to changes in its assets and business operations.  A U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to numerous special U.S. federal income taxation rules and may elect to be taxed under two alternative tax regimes.  The following is a discussion of these three sets of special rules applied to U.S. Holders of shares issued by the Company if it is determined that the Company meets the definition of a PFIC.



Definition of PFIC.  In general, Section 1297 of the Code defines a PFIC as a corporation that is not formed in the U.S. and, for any taxable year, either (a) 75% or more of its gross income is "passive income" or (b) the average percentage, by fair market value, of its assets that produce or are held for the production of "passive income" is 50%
or more.  "Passive income" includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.  For purposes of the PFIC income test and the assets test, if a foreign corporation owns (directly or indirectly) at least 25% by value of the stock of another corporation, such foreign corporation shall be treated as if it (a) held a proportionate share of the assets of such other corporation, and (b) received directly its proportionate share of the income of such other corporation.  Also, for purposes of such PFIC tests, passive income does not include any interest, dividends, rents or royalties that are received or accrued from a "related" person to the extent such amount is properly allocable to the income of such related person which is not passive income.  A person is "related" with respect to a foreign corporation if such person "controls" the foreign corporation or is controlled by the foreign corporation or by the same persons that control the foreign corporation.  For these purposes, "control" means ownership, directly or indirectly, of stock possessing more than 50% of the total voting power of all classes of stock entitled to vote or of the total value of stock of a corporation.



Generally Applicable PFIC Rules.  If a U.S. Holder does not make a timely election to be taxed in conformity with the Mark-to-Market rules (as described below) or the QEF rules (as described below) during a year in which it holds (or is deemed to have held) shares issued by the Company while it is a PFIC (a "Non-Electing U.S. Holder"), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his common shares and (ii) certain "excess distributions" (generally, distributions received in the current taxable year that are in excess of 125% of the average distributions received during the three preceding years or, if shorter, the U.S. Holder's holding period) by CDG.



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A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his common shares and all excess distributions on his common shares over the entire holding period for the common shares.  All gains or excess distributions allocated to prior years of the U.S. Holder would generally be taxed at the highest tax rate for each such prior year applicable to ordinary income, and such Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year.



If the Company is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds shares issued by CDG, then it will continue to be treated as a PFIC with respect to such common shares, even if it ceases meeting the definition of a PFIC.  A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.



Mark-to-Market Election.  In general, U.S. Holders who hold, actually or constructively, marketable stock (as specifically defined in the Treasury Regulations) of a foreign corporation that qualifies as a PFIC may annually elect to mark such stock to the market (a "mark-to-market election").  If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above.  However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Company's common shares.  A U.S. Holder who makes the mark-to-market election will include in income for the taxable year for which the election was made an amount equal to the excess, if any, of the fair market value of the Company's common shares as of the close of such tax year over such U.S. Holder's adjusted basis in such common shares.



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



Generally, shareholders do not make a QEF election unless they have sufficient information to determine their proportionate shares of a corporation's net capital gain and ordinary earnings.  The Company has not calculated these amounts for any shareholder and do not anticipate making these calculations in the foreseeable future.



The PFIC rules are very complicated, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the PFIC rules, including the advisability of and procedure for making a QEF election or a mark-to-market election, and how these rules may impact their U.S. federal income tax situation.



Foreign Tax Credit



A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of shares issued by the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for U.S. federal income tax purposes with respect to such foreign tax paid or withheld.  There are significant and complex limitations that apply to the foreign tax credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's U.S. income tax liability that the U.S. Holder's "foreign source" income bears to his or its worldwide taxable income.  In applying this limitation, the various items of income and deduction must be classified as either "foreign source" or "U.S. source."  Complex rules govern this classification process.



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The availability of the foreign tax credit and the application of the limitations with respect to the foreign tax credit are fact specific, and each U.S. Holder of common shares issued by the Company should consult their own financial advisor, legal counsel or accountant regarding the foreign tax credit rules.



Information Reporting; Backup Withholding



Certain information reporting and backup withholding rules may apply with respect to certain payments related to shares issued by CDG.  In particular, a payor or middleman within the U.S., or in certain cases outside the U.S., will be required to withhold 28% (which rate is scheduled for periodic adjustment) of any payments to a U.S. Holder regarding dividends paid by CDG, or proceeds from the sale of, such common shares within the U.S., if a U.S. Holder has not furnished its correct taxpayer identification number (generally on Form W-9) or otherwise fails to comply with, or establish an exemption from, the backup withholding tax requirements.  Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder's U.S. federal income tax liability, provided the required information is furnished to the IRS.



U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the information reporting and backup withholding rules applicable to the Company's shares.



F.

DIVIDENDS AND PAYING AGENTS

Not applicable.



G.

STATEMENT BY EXPERTS



Not applicable



H.

DOCUMENTS ON DISPLAY



Any documents referred to herein may be examined at the Company's offices at 500, 926-5th Avenue S.W., Calgary, Alberta, Canada.



The Company's documents publicly filed with the Securities and Exchange Commission may also be viewed and inspected at the SEC's Public Reference Room located at 450 Fifth Street, NW, Washington, D.C. 20549. Copies may also be obtained from the SEC at prescribed rates.



I.

SUBSIDIARY INFORMATION



Not required - see financial statements



Item 11:  QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company is not subject to material foreign currency rate risk, as all investments are in Canadian companies, in Canadian dollars and the Company does not have significant expenses denominated in foreign currencies, nor do its revenue sources originate in a currency other than the Canadian dollar.  Interest rate risk does not play a large role either, as interest income has been decreasing over the years and is not a significant part of operations.



The Company is subject to the risks that affect the market price of its investments and these are discussed under Risk Factors within this document.



Item 12:  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



Not required.



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Item 13:  DIVIDEND ARREARAGES AND DELINQUENCIES



The Company is in arrears on certain leases payable to the Saskatchewan Government, pertaining to the Komis mine, in the amount of approximately $235,000 including accrued interest.  This amount is reflected in the current liabilities in the Consolidated Financial Statements of the Company. The Company is in the process of negotiating a forgiveness of certain of these amounts, but there are no assurances that a favourable outcome will result.



Item 14:  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS



There have been no modifications to the constituent instruments defining the rights of the holders of the Common shares.  The rights evidenced by the Common Shares have not been materially modified or qualified by the issuance or modification of any other class of securities or debt.



Item 15:  CONTROLS AND PROCEDURES



An evaluation was performed under the supervision and with the participation of the Company's management, including Mr. Devonshire, who is the Company's chief executive officer, and Mr. Smith, the Company's chief financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act") as of September 30, 2005.  Based upon that evaluation, Mr. Devonshire and Mr. Smith, concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission's rules and forms.



Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company's reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company's reports filed or submitted under the Exchange Act is accumulated and communicated to management, including the Company's principal
executive officer and the Company's principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.



Changes in Internal Control Over Financial Reporting. There were no changes in the Company's internal control over financial reporting during the fiscal year ended September 30, 2005, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



Item 16:  RESERVED

Item 16A:  AUDIT COMMITTEE FINANCIAL EXPERT



The Board of Directors has determined that Mr. Robert Ingram, CA, chairman of the audit committee is the Company's audit committee financial expert.  This determination is based on his experience and active employment as a Chartered Accountant and his educational background in accountancy.  Mr. Ingram is not considered to be an "independent director" as that term is defined in Rule 4200(a)(15) of the National Association of Securities Dealers.    The other members of the audit committee are Messrs. Fry and Brown each of whom is considered to be an "independent director" as that term is defined in Rule 4200(a)(15) of the National Association of Securities Dealers.



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Item 16B:

CODE OF BUSINESS CONDUCT AND ETHICS



The Board of Directors has adopted a "Code of Business Conduct and Ethics" (the "Code") for the directors, officers and employees of the Corporation. A person or company may obtain a copy of the Code by contacting the Corporate Secretary of the Corporation at Suite 500, 926 - 5th Avenue, SW, Calgary, Alberta, T2P 0N7, (403) 233-7898. The Board of Directors has also implemented a whistleblowers policy (the "Whistleblower Policy") whereby the Corporations legal counsel receives, retains, investigates and acts on complaints and concerns regarding (a) accounting, internal accounting controls and auditing matters, including those regarding the circumvention or attempted circumvention of internal accounting controls or that would otherwise constitute a violation of the Corporation's accounting policies (an "Accounting Allegation"); (b) compliance with legal and regulatory requirements (a "Legal Allegation"); and (c) retaliation against employees who make Accounting Allegations or Legal Allegations (a "Retaliatory Act"). Any Report that is made directly to management, whether openly, confidentially or anonymously, shall be promptly reported to the Corporations legal counsel, will be reviewed by legal counsel and any Report, whether made to management or will be reviewed by legal counsel, who may, in his discretion, consult with any member of management who is not the subject of the allegation and which may have appropriate expertise to assist legal counsel. The identity of any person or group who makes a Report anonymously will not, unless required by a judicial or other legal process, be revealed by any member of legal counsel and will remain confidential and legal counsel shall not make any effort, or tolerate any effort made by any other person or group, to ascertain the identity of any such person. The Whistleblower Policy forms part of the Corporation's employee handbook.



Item 16C:

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

In each of fiscal years 2005 and 2004, for the aggregate professional services rendered by the principal accounting firm for the audit of the Company's annual financial statements and review of financial statements and other statutory and regulatory filings, the Company paid the sum of $20,500 and $15,200, respectively.

Audit Related Fees

In each of the fiscal years 2005 and 2004, the Company paid no amounts in respect of assurance and related services by the principal accounting firm that were reasonably related to the performance of the audit or review of the Company's financial statements outside of those fees disclosed above under "Audit Fees" above.

Tax Fees

In each of the fiscal years 2005 and 2004, the Company paid $500 and $1,700, respectively, for tax compliance (review of corporate tax returns) rendered by the Company's principal accounting firm.

All Other Fees

The Company did not pay any amounts in respect of other products or services provided by the Company's principal accounting firm in the 2005 and 2004 fiscal years other than those set forth above.

Board Approval

The services rendered by the Company's principal accounting firm were approved by the audit committee prior to the engagement.  Approval was based on an evaluation of past services and the need for these services in the current period, comparative analysis of rates and availability of service staff and management's recommendation.  Each service was specifically evaluated and approved before an engagement was undertaken.

Principal Accounting Firm Hours

To the best of the Company's knowledge, the percentage of hours expended on the Company's principal accounting firm's engagement to audit the Company's financial statements for the 2005 fiscal year that were attributed to work performed by persons other than the principal accounting firm's full-time, permanent employees was less than or equal to 50%.



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Item 16D:

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES



Not Applicable.



Item 16E:

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS



During the fiscal year ended September 30, 2005 and the period from October 1, 2005 through January 15, 2006, there have been no purchasers of the Company's shares or other units of any class of the Company's equity securities registered by the Company under Section 12 of the Exchange Act made by or on behalf of the Company or any "affiliated purchaser".



For purposes of this Item 16E, the term "affiliated purchaser" means:



1.

A person acting, directly or indirectly, in concert with the Company for the purpose of acquiring the Company's securities; or



2.

An affiliate who, directly or indirectly, controls the Company's purchases of such securities, whose purchases are controlled by the Company, or whose purchases are under common control with those of the Company; Provided, however, that "affiliated purchaser" shall not include a broker, dealer, or other person solely by reason of such broker, dealer, or other person effecting purchases under Rule 10b-18 under the Securities Exchange Act of 1934 on behalf of the Company or for its account, and shall not include an officer or director of the Company solely by reason of that officer or director's participation in the decision to authorize Rule 10b-18 purchases by or on behalf of the Company.

PART III



Item 17: FINANCIAL STATEMENTS



See the Financial Statements listed in Item 19 hereof and filed as part of this Annual Report.



These financial statements were prepared in accordance with generally accepted accounting principles in Canada and are expressed in Canadian dollars.  Such financial statements contain a discussion of the material variations in the accounting principles, practices and methods used in preparing the financial statements from the principles, practices and methods generally accepted in the United States.  For a history of exchange rates in effect for Canadian dollars as against U.S. dollars, see "Item 3: Key Information - A. Selected Financial Data - Exchange Rates."



Item 18

:  FINANCIAL STATEMENTS



(Inapplicable - see Item 17 "Financial Statements" above)



Item 19

: FINANCIAL STATEMENTS AND EXHIBITS



(a) Financial Statements



Balance Sheets of the Company for the years ended September 30, 2005 and 2004, and Statements of Operations, and Cash Flow for each of the years in the three-year period ended September 30,
2005.



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(b) Exhibits



1.1

Articles and Memorandum, as amended(1)

2.1

6% Convertible Debentures(1)

4.1

Sale Agreement Saskatchewan Properties(1)

4.2

Sale Agreement Jolu Mill(1)

4.3

Shareholders Agreement JDC Development Corp. (1)

4.4

Settlement Agreement Procon (2)

4.5

2005 Stock Option Plan

4.6

Mr. Devonshire Consulting Agreement(1)

8.1

List of Subsidiaries

12.1

Certification of James Devonshire pursuant to Rule 13a-14(a).

12.2

Certification of Gregory Smith pursuant to Rule 13a-14(a).

13.1

Certification of James Devonshire pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2

Certification of Gregory Smith pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



(1)

Previously filed as an exhibit to the Company's Form 20-F annual report for the fiscal year ended September 30, 2003, filed with the Securities and Exchange Commission on April 16, 2004.  File Number 000-23650.

(2)

Previously filed as an exhibit to the Company's Form 20-F annual report for the fiscal year ended September 30, 2004, filed with the Securities and Exchange Commission on March 24, 2005. File Number 05-000412.



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(3)

SIGNATURES



The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.



DATED at Calgary, Alberta, this 15 day of January, 2006.



CDG INVESTMENTS INC.



"James
Devonshire"

_________________________

By:

James Devonshire

President/Director/

Chief Executive Officer



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