##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 20-F/A (Annual Report)
 (Amendment No. 1)
 (Mark One)
 o
    
    Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31,
2007
 or
 o
    
    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 000-30308
 or
 o
    
    Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 Southwestern Resources Corp.
 (Exact name of registrant as specified in its charter)
 Province of British Columbia, Canada
 (Jurisdiction of incorporation or organization)
 Suite 1650  701 West Georgia Street, Vancouver, British Columbia V7Y 1C6
 (Address of principal executive offices)
 Giovanni Susin, Tel: 604.669.2525, E-mail: gsusin@swgold.com
 Suite 1650  701 West Georgia Street, Vancouver, British Columbia V7Y 1C6
 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 Securities registered or to be registered pursuant to Section 12(b) of the Act.
 Title of each class
    
    Name of each exchange on which registeredCommon Shares without Par Value
    
    Toronto Stock Exchange
 Securities registered or to be
registered pursuant to Section 12(g) of the Act:
 None
 (Title of Class)
 Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:
 N/A
 (Title of Class)
 Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of December 31, 2007.
 44,922,936
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act:
Yes o No
þ
 If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934. Yes o No
þ
 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 þ No o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
 Large accelerated
filer o
    
    Accelerated filer
þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)

    Smaller Reporting
Company
o
 Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:
 o
 o
 þ
 If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
 Item 17 þ Item 18 o
 Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act):
Yes o No þ
 (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
 Indicate by check mark whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
 Yes o No o Not Applicable þ
 The information set forth in this Form 20-F annual report is as at December 31, 2007 unless an
earlier or later date is indicated.
 All amounts in annual report are based on accounting principles generally accepted in Canada,
unless stated otherwise.




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EXPLANATORY NOTE




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##### 



TABLE OF CONTENTS
 PAGEPART IITEM 1 Identity of Directors, Senior Management and Advisors
    
    
    4ITEM 2 Offer Statistics and Expected Timetable
    
    
    4ITEM 3 Key Information
    
    
    4ITEM 4 Information on the Company
    
    
    13ITEM 4A Unresolved Staff Comments
    
    
    30ITEM 5 Operating and Financial Review and Prospects
    
    
    30ITEM 6 Directors, Senior Management and Employees
    
    
    35ITEM 7 Major Shareholders and Related Party Transactions
    
    
    42ITEM 8 Financial Information
    
    
    43ITEM 9 The Offer and Listing
    
    
    44ITEM 10 Additional Information
    
    
    46ITEM 11 Quantitative and Qualitative Disclosure about Market Risk
    
    
    59ITEM 12 Description of Securities Other than Equity Securities
    
    
    60PART IIITEM 13 Defaults, Dividend Arrearages and Delinquencies
    
    
    60ITEM 14 Material Modifications to the Rights of Security Holders and
Use of Proceeds
    
    
    60ITEM 15 Controls and Procedures
    
    
    60ITEM 16A Audit Committee Financial Expert
    
    
    62ITEM 16B Code of Ethics
    
    
    63ITEM 16C Principal Accountant Fees and Services
    
    
    63ITEM 16D Exemptions from the Listing Standards for Audit Committees
    
    
    63ITEM 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    64PART IIIITEM 17 Financial Statements
    
    
    65ITEM 18 Financial Statements
    
    
    65ITEM 19 Exhibits
    
    
    65Exhibit 4.3aExhibit 4.7aExhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2




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Glossary of Mining Terms
 Arsenopyrite
 Assay
 Clastic
 Fault
 Feasibility Study
 Formation
 Host-Rock
 Mineralization
 Ore
 Sulphide
 Tonne
 Volcaniclastic
 
 (1)
    
    Please refer to Use of Mineral Reserve and Resource Technology on the following page.  1




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Forward Looking Statements and Cautionary Notices
    2




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Use of Mineral Reserve and Resource Terminology
  Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources: U.S. investors are cautioned not to assume that any
part or all of mineral deposits in this category will ever be converted into reserves.
 Cautionary Note to U.S. Investors concerning estimates of Inferred Resources: U.S. investors are cautioned not to assume that any
part or all of an inferred resource exists or is economically or legally minable.
  3




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PART I
 
 ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
  
 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3 KEY INFORMATION
 A. Selected Financial Data
  Table 1. Selected Financial Data  Canadian GAAP
  Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(as restated)
    
    
    (as restated)
    
    
    (as restated)Interest and Other
Revenue
    
    
    1,721
    
    
    
    2,333
    
    
    
    1,346
    
    
    
    1,127
    
    
    
    445Net Loss
    
    
    (48,988
    )
    
    
    (1,450
    )
    
    
    (9,540
    )
    
    
    (18,525
    )
    
    
    (8,049
    )Net Loss Per Common
Share
    
    
    (1.09
    )
    
    
    (0.03
    )
    
    
    (0.22
    )
    
    
    (0.44
    )
    
    
    (0.23
    )Total Assets
    
    
    58,507
    
    
    
    119,926
    
    
    
    108,174
    
    
    
    82,179
    
    
    
    45,264Long Term Debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share Capital
    
    
    175,769
    
    
    
    179,239
    
    
    
    178,923
    
    
    
    149,476
    
    
    
    107,635Shareholders Equity
    
    
    56,930
    
    
    
    107,126
    
    
    
    105,698
    
    
    
    80,556
    
    
    
    44,863Common Shares
Outstanding
    
    
    44,923
    
    
    
    45,854
    
    
    
    45,934
    
    
    
    42,786
    
    
    
    39,122
    4




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##### Table of Contents



Table 2. Selected Financial Data  U.S. GAAP
  Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Interest and Other
Revenue
    
    
    1,721
    
    
    
    2,333
    
    
    
    1,346
    
    
    
    1,127
    
    
    
    445Net Loss
    
    
    (25,506
    )
    
    
    (23,930
    )
    
    
    (17,180
    )
    
    
    (19,227
    )
    
    
    (10,035
    )Net Loss Per Common
Share
    
    
    (0.56
    )
    
    
    (0.52
    )
    
    
    (0.39
    )
    
    
    (0.46
    )
    
    
    (0.28
    )Total Assets
    
    
    30,547
    
    
    
    67,618
    
    
    
    76,084
    
    
    
    55,102
    
    
    
    33,692Long Term Debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share Capital
    
    
    175,769
    
    
    
    179,239
    
    
    
    178,923
    
    
    
    149,476
    
    
    
    107,635Shareholders Equity
    
    
    28,970
    
    
    
    56,750
    
    
    
    73,608
    
    
    
    53,479
    
    
    
    33,291Common Shares
Outstanding
    
    
    44,923
    
    
    
    45,854
    
    
    
    45,934
    
    
    
    42,786
    
    
    
    39,122
     Month
    
    2/08
    
    
    1/08
    
    
    12/07
    
    
    11/07
    
    
    10/07
    
    
    9/07High Rate
    
    
    1.0190
    
    
    
    1.0324
    
    
    
    1.0217
    
    
    
    1.0008
    
    
    
    1.0004
    
    
    
    1.0564Low Rate
    
    
    0.9719
    
    
    
    0.9905
    
    
    
    0.9785
    
    
    
    0.9170
    
    
    
    0.9499
    
    
    
    0.9931
  Year Ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003Average Rate During Period
    
    
    .9375
    
    
    
    .8843
    
    
    
    .8275
    
    
    
    .7705
    
    
    
    .7187
  5




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B. Capitalization and Indebtedness
  C. Reasons for the Offer and Use of Proceeds
  D. Risk Factors
 Class Actions and Lawsuits
    Civil Liability in the Secondary Market
    6




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Compliance with Laws and Legal Standards
    Negative Publicity
  Continued Assessment of the Boka Project
  History of Net Losses; Uncertainty of Additional Financing
    7




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Company at Exploration Stage Only; No Experience in Placing Properties into Production
  Possible Loss of Interests in Exploration Properties; Possible Failure to Obtain Mining
Licenses
  Mineral Exploration and Development Activities Inherently Risky
    Repatriation of Earnings
   Foreign Currency Fluctuations
   8




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Political Investment Risk; Political Instability in Developing Countries
   Economic Uncertainty in Developing Countries
    Current Mineral Exploration Conditions
    9




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Title Risks
  Specific Risks Associated with Title to and Future Development of the Boka Gold Project
  Risks Associated with Joint Venture Agreements
   Third Party Reliance
   10




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Risks Relating to Statutory and Regulatory Compliance
     Insurance Risk
  Competition
   11




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Fluctuation of Mineral Prices
  Dependence on Key Management, Employees and Consultants
  Enforcement of Judgments
  Conflicts
  Price Fluctuations: Share Price Volatility
  Dividends Unlikely
  Adverse Tax Consequences to U.S. Shareholders Resulting From Companys PFIC Status
    12




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Conflicts of Interest
  Enforceability of Civil Liabilities
  
 ITEM 4 INFORMATION ON THE COMPANY
 A. History and Development of the Company
 Organization; Registered Office
  General
   13




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Recent Intercorporate Developments
     Recent Developments in 2007
   14




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Principal Capital Expenditures/Divestitures Over Last Three Fiscal Years
  Disclosure of Outstanding Share Data
  Current and Planned Capital Expenditures/Divestitures
   15




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Public Takeover Offers
  B. Business Overview
 Summary
 All of the Companys properties are in the exploration stage without
any assurances that commercially viable mineral deposits, a reserve, exist in any of the Companys
properties until further work is done and a final evaluation concludes economic and legal
feasibility.
  Applicable Government Regulation
  Peru
 Introduction
    16




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Foreign investment framework
   Labor issues
  Tax Law
   17




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e.g.,
   st
    Stability Agreements
    18




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Mining Law
  petitorio concesión
   petitorio petitorio
 remate
     19




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##### Table of Contents



Environmental Law
   China
 Currency
 yuan 1
 Outward Remittance of Profits
  Environmental Law
 White Paper on
Chinas Population, Environment and Development in the 21st Century
   Mining Law
  
 1
    
    As of 29 February, 2008 the exchange rate was 7.27 RMB
per Canadian Dollar.  20




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Circular on Relevant Issues in Standardizing the Scope of
Authorization to Grant Exploration Permits and Mining Licenses
      Tax Law
   21




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##### Table of Contents



Enterprise Income Tax.
 Dividends.
 VAT.
 Resource tax, compensation fees and land use rights
  Resource Tax.
 Mineral Resource Compensation Fee.
 Land use rights grant fees or rentals.
  22




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C. Organizational Structure
 
 D. Property, Plant and Equipment
 Liam Gold-Silver Project
 www.sedar.com
 Introduction
  Location and Access
   23




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Agreements and Property Ownership
      General Geology
   24




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Exploration Results
 Liam
Core Zone
       25




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26




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##### Table of Contents



Pacobamba
 Boka Gold Project, Yunnan, China
 www.sedar.com
  Location and Access
  Agreements and Property Ownership
  General Geology
    27




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Exploration and Results
 2
    Developments During 2007  Withdrawal of Previously Reported Drill Results
   28




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Table showing Inferred Mineral Resource for various cut-off grades
 Cut-off (g/t Au)
    
    Tonnage (Mt)
    
    
    Grade (g/t Au)0.01
    
    
    50.5
    
    
    
    0.40.25
    
    
    22.1
    
    
    
    0.80.50
    
    
    11.9
    
    
    
    1.30.75
    
    
    7.6
    
    
    
    1.61.00
    
    
    5.5
    
    
    
    1.91.50
    
    
    3.0
    
    
    
    2.5
 Cautionary Note to U.S. Investors concerning estimates of Inferred Resources: U.S. investors are cautioned not to assume that any
part or all of an inferred resource exists or is economically or legally minable.
   29




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Proposed Exploration Program and Budget
  Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources: U.S. investors are cautioned not to assume that any
part or all of mineral deposits in this category will ever be converted into reserves.
 
 ITEM 4A UNRESOLVED STAFF COMMENTS
  
 ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 Introduction
   Critical Accounting Policies and Estimates
     30




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A. Operating Results
     31




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##### Table of Contents



2007
    
    
    2006
    
    
    2005Office salaries
    
    $
    997
    
    
    $
    1,663
    
    
    $
    1,212Consulting fees
    
    
    1,218
    
    
    
    2,399
    
    
    
    3,505General exploration
    
    
    2,366
    
    
    
    793
    
    
    
    718Zincore
    
    
    336
    
    
    
    433
    
    
    
    Total
    
    $
    4,917
    
    
    $
    5,288
    
    
    $
    5,435
   General and Administrative Expenses
       32




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Summary of Quarterly Results (unaudited)
  4thQuarter
    
    
    3rdQuarter
    
    
    2ndQuarter
    
    
    1stQuarterFiscal Quarter Ended
    
    December 31, 2007
    
    
    September 30, 2007
    
    
    June 30, 2007
    
    
    March 31, 2007Interest and other income
    
    
    288
    
    
    
    368
    
    
    
    429
    
    
    
    636Net loss
    
    
    (38,421
    )
    
    
    (5,514
    )
    
    
    (3,990
    )
    
    
    (1,063
    )Loss per share*  basic and diluted
    
    
    (0.86
    )
    
    
    (0.12
    )
    
    
    (0.09
    )
    
    
    (0.02
    )
 4thQuarter
    
    
    3rdQuarter
    
    
    2ndQuarter
    
    
    1stQuarterFiscal
Quarter Ended
    
    December 31,2006
    
    
    September 30, 2006
    
    
    June 30, 2006
    
    
    March 31, 2006Interest and other income
    
    
    677
    
    
    
    537
    
    
    
    607
    
    
    
    512Net gain(loss)
    
    
    6,424
    
    
    
    (1,369
    )
    
    
    (2,830
    )
    
    
    (3,675
    )Net
gain(loss) per share*  basic and diluted
    
    
    0.14
    
    
    
    (0.03
    )
    
    
    (0.06
    )
    
    
    (0.08
    )
 *
    
    Loss per share is calculated based on the weighted average number of shares outstanding. B. Liquidity and Capital Resources
   33




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34




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Disclosure of Outstanding Share Data
  Stock options
    
    
    Common shares
    
    
    Share capitaloutstanding
    
    
    outstanding
    
    
    $Balance, December 31, 2007
    
    
    3,617,000
    
    
    
    44,922,936
    
    
    $
    175,769,471Stock options exercised
    
    
    
    
    
    
    
    
    
    
    Balance, March 17, 2008
    
    
    3,617,000
    
    
    
    44,922,936
    
    
    $
    175,769,471
 C. Research and Development, Patents and Licenses
  D. Trend Information
 Financial Outlook
  E. Off-balance Sheet Arrangements
  F. Tabular Disclosure of Contractual Obligations
  
 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A. Directors and Senior Management
  Name & Residence
    
    Position with the
    
    
    
    DirectorAge
    
    Company
    
    Principal Occupation, Business or Employment
    
    SinceTimo Jauristo (1)
    
    Director, Interim
    
    Interim President and
Chief Executive Officer since July 2007 and Vice President, Corporate
Development of Southwestern; President, Chief Executive Officer  and
Director of Zincore Metals Inc. Former General Manager - Corporate
Development for Placer Dome Inc. from January 2000 to June 2005
(public mining company); President of Austgold Consulting Ltd.
(private consulting company)
    
    2006Vancouver, B.C.
    
    President, Chief50
    
    Executive Officerand Vice President,CorporateDevelopmentJames B. Hume (1)(2)(3)(4)
    
    Director
    
    President and CEO of the Kahanoff
Group of companies based in Alberta.
    
    2002Calgary, Alberta57
  35




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##### Table of Contents



Name & Residence
    
    Position with the
    
    
    
    DirectorAge
    
    Company
    
    Principal Occupation, Business or Employment
    
    SinceWilliam D.
McCartney (1)(2)(3)(4)(5)
    
    Director
    
    President and CEO of Pemcorp
Management Inc. (private financial consulting company).
    
    2004Vancouver, B.C.52Alejandro Losada-Calderon
    
    Vice President,
    
    Vice President, Exploration of the
Company since February 2007, Exploration geologist and project
manager working on major mining projects throughout Australia, China
and the Americas.
    
    N/ADuncraig, Western Australia
    
    ExplorationGiovanni N. Susin
    
    Vice President,
    
    Vice President, Finance
and CFO of the Company since April 2007; Chief Financial Officer of Superior Diamonds Inc.
    
    N/ACoquitlam, B.C.
    
    Finance and ChiefFinancial OfficerThomas W. Beattie
    
    Vice President,
    
    Vice President,
Corporate Affairs of the Company; Director of Superior Diamonds Inc.;
President of Westvista Management Inc. (private consulting company).
    
    N/AWest Vancouver, B.C.
    
    Corporate Affairsand CorporateSecretaryStanley Myers
    
    Director of
    
    Director of Exploration
- Latin America, of the Company since January 2007. Exploration geologist and project manager.
    
    N/ALima, Peru
    
    Exploration - LatinAmerica
 (1)
    
    Member of the Environment and Safety Committee.(2)
    
    Member of the Compensation Committee.(3)
    
    Member of the Corporate Governance and Nominating Committee.(4)
    
    Member of the Audit Committee.(5)
    
    Member of the Special Committee of independent directors. The mandate of the Special Committee
is to address all matters (including class actions, securities matters, shareholder suits,
directors and officers liability insurance and/or actions commenced by the Company) in regards to
litigation, investigations and proceedings related thereto, relating to the Company and its Boka
Project (China). Further, the Special Committee is to review and finalize all public disclosure
relating to the Boka Project and related investigations.  B. Compensation
    36




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Summary Compensation Table
 Annual Compensation
    
    
    Long Term CompensationAwards
    
    
    PayoutsShares orSecurities
    
    
    UnitsOther
    
    
    Under
    
    
    Subject toAnnual
    
    
    Options
    
    
    Resale
    
    
    LTIP
    
    
    All OtherName and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Compensation
    
    
    granted
    
    
    Restrictions
    
    
    Payouts
    
    
    CompensationPosition
    
    Year(1)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)(2)
    
    
    ($)
    
    
    ($)
    
    
    ($)Timo Jauristo(3)
    
    
    2007
    
    
    nil
    
    
    nil
    
    
    
    120,900
    (4)
    
    
    400,000
    
    
    nil
    
    
    nil
    
    
    
    30,500
    (5)Interim President & CEO and
    
    
    2006
    
    
    nil
    
    
    
    70,000
    (4)
    
    
    136,480
    (4)
    
    
    50,000
    (14)
    
    nil
    
    
    nil
    
    
    nilVP, Corporate Development
    
    
    2005
    
    
    nil
    
    
    
    20,000
    (4)
    
    
    106,720
    (4)
    
    
    300,000
    (14)
    
    nil
    
    
    nil
    
    
    nilJohn G. Paterson(6)
    
    
    2007
    
    
    nil
    
    
    
    n/a
    (7)
    
    
    121,000
    (8)
    
    nil
    
    
    nil
    
    
    nil
    
    
    
    264,000
    (5)Former President & CEO
    
    
    2006
    
    
    nil
    
    
    
    n/a
    (7)
    
    
    217,000
    (8)
    
    
    50,000
    (14)
    
    nil
    
    
    nil
    
    
    nil2005
    
    
    nil
    
    
    
    n/a
    (7)
    
    
    194,250
    (8)
    
    
    125,000
    (14)
    
    nil
    
    
    nil
    
    
    nilGiovanni Susin(9)
    
    
    2007
    
    
    
    138,400
    
    
    nil
    
    
    nil
    
    
    
    175,000
    
    
    nil
    
    
    nil
    
    
    
    25,000
    (5)VP, Finance & CFO
    
    
    2006
    
    
    
    112,000
    
    
    
    8,000
    
    
    nil
    
    
    
    20,000
    (14)
    
    nil
    
    
    nil
    
    
    nil2005
    
    
    
    102,400
    
    
    
    5,000
    
    
    nil
    
    
    
    20,000
    (14)
    
    nil
    
    
    nil
    
    
    nilParkash Athwal(10)
    
    
    2007
    
    
    nil
    
    
    nil
    
    
    
    34,198
    (11)
    
    nil
    
    
    nil
    
    
    nil
    
    
    nilFormer VP, Finance & CFO
    
    
    2006
    
    
    nil
    
    
    
    70,000
    (11)
    
    
    98,050
    (11)
    
    
    50,000
    (14)
    
    nil
    
    
    nil
    
    
    nil2005
    
    
    nil
    
    
    
    50,000
    (11)
    
    
    93,675
    (11)
    
    
    100,000
    (14)
    
    nil
    
    
    nil
    
    
    nilStanley Myers
    
    
    2007
    
    
    
    99,000
    
    
    nil
    
    
    
    81,025
    (15)
    
    
    250,000
    
    
    nil
    
    
    nil
    
    
    
    17,500
    (5)Director of Exploration,
    
    
    2006
    
    
    
    n/a
    
    
    nil
    
    
    nil
    
    
    nil
    
    
    nil
    
    
    nil
    
    
    nilLatin America
    
    
    2005
    
    
    
    n/a
    
    
    nil
    
    
    nil
    
    
    nil
    
    
    nil
    
    
    nil
    
    
    nilThomas W. Beattie
    
    
    2007
    
    
    nil
    
    
    nil
    
    
    
    190,290
    (12)
    
    
    275,000
    
    
    nil
    
    
    nil
    
    
    
    25,000
    (5)VP, Corporate Affairs &
    
    
    2006
    
    
    nil
    
    
    
    70,000
    (12)
    
    
    139,450
    (12)
    
    
    50,000
    (14)
    
    nil
    
    
    nil
    
    
    nilCorporate Secretary
    
    
    2005
    
    
    nil
    
    
    
    50,000
    (12)
    
    
    140,050
    (12)
    
    
    100,000
    (14)
    
    nil
    
    
    nil
    
    
    nilAlejandro
    
    
    2007
    
    
    nil
    
    
    nil
    
    
    
    167,215
    
    
    
    275,000
    
    
    nil
    
    
    nil
    
    
    
    24,615
    (5)Losada-Calderon(13)
    
    
    2006
    
    
    nil
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    nil
    
    
    nil
    
    
    nilVP, Exploration
    
    
    2005
    
    
    nil
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    nil
    
    
    nil
    
    
    nil
 (1)
    
    Southwestern did not grant any Stock Appreciation Rights (SAR). SAR means a right, granted
by the Company as compensation for employment services or office, to receive cash or an issue
or transfer of securities based wholly or in part on changes in the trading price of publicly
traded securities.(2)
    
    Southwestern did not have any Long-Term Incentive Plans (LTIP). LTIP means any plan
providing compensation intended to motivate performance over a period greater than one
financial year. LTIPs do not include option plans, SAR plans or plans for compensation
through shares or units that are subject to restrictions on resale.(3)
    
    On July 4, 2007 Mr. Jauristo was appointed Interim President and CEO of Southwestern. Mr.
Jauristo is also a member of the Board of Directors.(4)
    
    Paid to Austgold Consulting Ltd., a private consulting company controlled by Mr. Jauristo.(5)
    
    Mr. Paterson was paid a severance payment in June 2007 while Messrs. Jauristo, Susin, Beattie
and Losada-Calderon and Myers received retention payments in 2007.(6)
    
    On June 19, 2007, Mr. Paterson resigned as President, CEO and director of Southwestern.(7)
    
    The term n/a means not applicable.(8)
    
    Paid to Glengarry Resource Management Inc., a private consulting company controlled by Mr.
Paterson.(9)
    
    Mr. Susin was appointed Vice President, Finance and CFO of Southwestern, effective May 1,
2007.(10)
    
    Ms. Athwal retired as Vice President, Finance and CFO of Southwestern, effective April 30,
2007.(11)
    
    Paid to PKA Financial Management Inc., a private consulting company controlled by Ms. Athwal.(12)
    
    Paid to Westvista Management Inc., a private consulting company controlled by Mr. Beattie.(13)
    
    Mr. Losada-Calderon, a consultant to the Company, was appointed an officer of the Company on
February 25, 2007.(14)
    
    These Options have been cancelled.(15)
    
    Paid to Ridge Resources Corporation a private consulting company controlled by Mr. Myers.  37




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##### Table of Contents



Option Grants During the Most Recently Completed Fiscal Year
 Business
Corporations Act
 Market Value ofSecuritiesSecurities
    
    
    % of Total Options
    
    
    
    
    
    
    UnderlyingUnder
    
    
    Granted to
    
    
    Exercise or
    
    
    Options on theOptions
    
    
    Employees in
    
    
    Base Price
    
    
    Date of GrantNEO Name
    
    Granted (#)
    
    
    Financial Year(1)
    
    
    ($/Security)
    
    
    ($/Security)
    
    
    Expiration DateTimo Jauristo
    
    
    400,000
    
    
    
    11.1
    
    
    $
    0.65
    
    
    $
    0.56
    
    
    December 10, 2012Stanley Myers
    
    
    250,000
    
    
    
    6.9
    
    
    $
    0.65
    
    
    $
    0.56
    
    
    December 10, 2012Alejandro
Losada-Calderon
    
    
    275,000
    
    
    
    7.6
    
    
    $
    0.65
    
    
    $
    0.56
    
    
    December 10, 2012Giovanni Susin
    
    
    175,000
    
    
    
    4.8
    
    
    $
    0.65
    
    
    $
    0.56
    
    
    December 10, 2012Thomas Beattie
    
    
    275,000
    
    
    
    7.6
    
    
    $
    0.65
    
    
    $
    0.56
    
    
    December 10, 2012John Paterson
    
    nil
    
    
    nil
    
    
    nil
    
    
    nil
    
    
    nilParkash Athwal
    
    nil
    
    
    
    nil
    
    
    nil
    
    
    nil
    
    
    nil
 (1)
    
    Percentage of all of the Companys options granted during the last fiscal year, including
those granted to directors.
 Aggregated Option Exercises During the Most Recently Completed Financial Year and Financial
Year-End Option Values
  Pension Plans
  Termination of Employment, Change in Responsibilities and Employment Contracts
     38




---



##### Table of Contents



Compensation of Directors
 .
  Option Grants in Last Financial Year to Directors Who Are Not Named Executive Officers (as a group)
 Market Value ofSecurities% of Total
    
    
    
    
    
    
    UnderlyingSecurities
    
    
    Options Granted
    
    
    Exercise or
    
    
    Options on theUnder Options
    
    
    to Employees in
    
    
    Base Price
    
    
    Date of GrantName
    
    Granted (#)
    
    
    Financial Year(1)
    
    
    ($/Security)
    
    
    ($/Security)
    
    
    Expiration DateDirectors who are
not Named Executive
Officers
    
    
    1,050,000
    
    
    
    29.0
    
    
    $
    0.65
    
    
    
    
    
    
    December 10, 2012
 (1)
    
    Percentage of all of stock options granted during the last financial year.
  Aggregated Option Exercises in Last Financial Year and Financial Year-End Option Values of
Directors Who Are Not Named Executive Officers (as a group)
  C. Board Practices
 Tenure of Board of Directors
     39




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##### Table of Contents



Audit Committee
   Compensation Committee
  D. Employees
  EmployeesYear
    
    Full-Time
    
    
    Seasonal2007
    
    
    117
    
    
    
    912006
    
    
    112
    
    
    
    2152005
    
    
    94
    
    
    
    173
   40




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##### Table of Contents



E. Share Ownership
   Number of
    
    
    
    
    
    
    Beneficial
    
    
    Purchase Pricecommon
    
    
    Number of
    
    
    Ownership
    
    
    of Options
    
    
    ExerciseName
    
    shares(1)
    
    
    Options/Warrants
    
    
    Percentage(2)
    
    
    (if any)
    
    
    Price
    
    
    Expiry DateW. David Black
    
    
    37,000
    
    
    
    400,000
    
    
    
    < 1
    %
    
    
    n/a
    
    
    $
    0.65
    
    
    December 10, 2012Timo Jauristo
    
    nil
    

    
    
    300,000
    
    
    
    < 1
    %
    
    
    n/a
    
    
    $
    0.65
    
    
    December 10, 2012William D. McCartney
    
    nil
    

    
    
    400,000
    
    
    
    < 1
    %
    
    
    n/a
    
    
    $
    0.65
    
    
    December 10, 2012James B. Hume
    
    
    10,000
    
    
    
    250,000
    
    
    
    < 1
    %
    
    
    n/a
    
    
    $
    0.65
    
    
    December 10, 2012Thomas W. Beattie
    
    
    15,660
    
    
    
    275,000
    
    
    
    < 1
    %
    
    
    n/a
    
    
    $
    0.65
    
    
    December 10, 2012Giovanni Susin
    
    nil
    

    
    
    175,000
    
    
    
    < 1
    %
    
    
    n/a
    
    
    $
    0.65
    
    
    December 10, 2012Alex Losada-Calderon
    
    nil
    

    
    
    275,000
    
    
    
    < 1
    %
    
    
    n/a
    
    
    $
    0.65
    
    
    December 10, 2012Stanley Myers
    
    nil
    

    
    
    250,000
    
    
    
    < 1
    %
    
    
    n/a
    
    
    $
    0.65
    
    
    December 10, 2012
 (1)
    
    Includes beneficial, direct and indirect shareholdings.(2)
    
    Beneficial ownership is determined in accordance with the rules of the Securities and
Exchange Commission. In computing the number of shares owned by a person and the percentage
ownership of that person, common shares subject to options or warrants (if any) held by that
person that are currently exercisable or exercisable within 60 days of the ownership
calculation date, are deemed outstanding. Such shares, however, are not deemed outstanding
for the purposes of computing the percentage ownership of any other person. This table has
been prepared based on 44,922,936 common shares outstanding as of December 31, 2007. Stock Option Plan
  1.
    
    The Plan is a rolling or evergreen stock option plan under which the aggregate number of
common shares that may be subject to option at any one time may not exceed 10% of the issued
and outstanding shares of the Company as of that date, including shares issued as a result of
the exercise of options. Ten percent of the 44,922,936 currently issued and outstanding
 shares of the Company is 4,492,293.
 2.
    
    Under the Plan, the Board of Directors is authorized to designate persons to whom options
could be granted. Currently, employees, directors and officers of and service providers to the
Company and its subsidiaries are eligible participants in the Plan (Eligible Participants).
 3.
    
    As of March 20, 2008, the total number of shares that have been approved by the Exchange for
issuance under the Plan and all of the Companys prior stock option plans is 4,433,617 (less
than 10% of the 44,922,936 issued and outstanding shares), of which 3,617,000 options have
been granted, representing 8.05% of the Companys issued and outstanding shares, and 816,617
remain reserved for issuance but not yet granted.
 4.
    
    The Plan provides that under no circumstances shall the Plan, together with all of the
Companys other previously established or proposed stock options, stock option plans, employee
stock purchase plans or any other compensation or incentive mechanisms involving the issuance
or potential issuance of shares, result, at any time, in: (i) the number of shares reserved
for issuance pursuant to stock options granted to insiders exceeding 10% of the issued and
outstanding shares; (ii) the issuance to insiders, within a one year period, of a number of
 shares exceeding 10% of the issued and outstanding shares; or (iii) the issuance to any one
insider and such insiders associates, within a one year period, of a number of shares
exceeding 5% of the issued and outstanding shares.
  41




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##### Table of Contents



5.
    
    The exercise price for an option granted under the Plan is the market price, which is the
volume weighted average trading price for the last five trading days on which the Companys
 shares traded prior to the date of grant of options. The Company presently does not have a
share purchase plan and nor does it grant stock appreciation rights.
 6.
    
    Options granted have a vesting period if required by the Board or the Exchange policies. The
Board has imposed a schedule, which is not part of the Plan, on the vesting of options for all
options granted.
 7.
    
    Options may not be granted for a term exceeding 10 years.
 8.
    
    Options granted under the Plan may not be assigned by the optionee other than by will or
pursuant to the laws of succession, and to a trust, RESP or RRSP or similar legal entity
established by the optionee.
 9.
    
    If the optionee ceases to be an Eligible Participant for any reason other than death, then
such optionee has the lesser of 90 days, which date will be extended to the date that is ten
days after the end of a Blackout Period, if applicable or until the expiry date of the options
within which to exercise any option vested not exercised prior to the date of ceasing to be an
Eligible Participant. Where, however, the employment or service contract with an optionee is
terminated (i) without a valid cause, the Board may, in its discretion, amend the terms of any
option held by such optionee to permit such person to exercise any or all of such options as
if such optionees employment or engagement had not been terminated and (ii) for cause, the
Board may, in its discretion, amend the terms of any options held by such optionee which have
not been previously exercised such that the options will only be exercisable on the next five
(5) business days following the date of personal delivery of a written notice of termination
to the optionee. A Blackout Period is imposed by the Company, when no optionee may exercise
options.
 In the event of death of an optionee, options held by such optionee may be exercised until the
earlier of the expiry date of such options or one year from the date of death, which date will
be extended to the date that is ten days after the end of a Blackout Period, if applicable after
which the options terminate.
 10.
    
    Options will be adjusted in the event of any consolidation or subdivision of shares or the
declaration of a dividend. In the event of a take-over bid or a change of control, as defined
in the Plan, the Options become vested and exercisable in accordance with the terms of the
2005 Plan.
 
 ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A. Major Shareholders
  Name
    
    Number of Shares
    
    Percentage of Outstanding SharesJohn G. Paterson(1)
    
    
    8,058,250
    
    
    
    17.73
    %
 (1)
    
    Based solely on the Companys review of the public record, 789,250 shares are owned
directly by John G. Paterson and 7,269,000 shares are owned by Global Gold Corporation, a
private Ontario corporation (Global). Public records also indicate that John G. Paterson is
president of Global and owns indirectly and/or exercises control or direction over the shares
of the Company held by Global.    42




---



##### Table of Contents



B. Related Party Transactions
  (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 individuals family;
 (d)
    
    key management personnel, that is, those persons having authority and
responsibility for planning, directing and controlling the activities of the Company,
including directors and senior management of companies and close members of such
individuals families; and
 (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 including enterprises owned by
directors or major shareholders of the Company and enterprises that have a member of
key management in common with the Company.
   C. Interests of Experts and Counsel
  
 ITEM 8 FINANCIAL INFORMATION
 A. Consolidated Statements and Other Financial Information
   43




---



##### Table of Contents



Legal Proceedings
    Dividend Policy
  B. Significant Changes
 
 
 ITEM 9 THE OFFER AND THE LISTING
 A. Offer and Listing Details
  TSX
    
    
    TSXHIGH (Cdn. $)
    
    
    LOW (Cdn. $)2003
    
    
    20.43
    
    
    
    3.232004
    
    
    21.50
    
    
    
    9.702005
    
    
    12.57
    
    
    
    7.252006
    
    
    15.95
    
    
    
    7.042007
    
    
    8.66
    
    
    
    0.50
  44




---



##### Table of Contents



TSX
    
    
    TSXHIGH (Cdn. $)
    
    
    LOW (Cdn. $)2006First Quarter
    
    
    15.95
    
    
    
    12.75Second Quarter
    
    
    15.35
    
    
    
    8.16Third Quarter
    
    
    10.60
    
    
    
    8.32Fourth Quarter
    
    
    10.00
    
    
    
    7.042007First Quarter
    
    
    8.66
    
    
    
    7.10Second Quarter
    
    
    8.20
    
    
    
    5.51Third Quarter
    
    
    6.40
    
    
    
    0.98Fourth Quarter
    
    
    1.04
    
    
    
    0.50
  TSX
    
    
    TSXHIGH (Cdn. $)
    
    
    LOW (Cdn. $)September 2007
    
    
    1.28
    
    
    
    0.98October 2007
    
    
    1.04
    
    
    
    0.90November 2007
    
    
    0.94
    
    
    
    0.57December 2007
    
    
    0.69
    
    
    
    0.50January 2008
    
    
    0.71
    
    
    
    0.50February 2008
    
    
    0.61
    
    
    
    0.47
  B. Plan of Distribution
  C. Markets
  D. Selling Shareholders
  E. Dilution
   45




---



##### Table of Contents



F. Expenses of the Issue
  
 ITEM 10 ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Association
 The Companys objects and purposes as set forth in its Memorandum and Articles
 Business Corporations Act Company Act
 Matters relating to Directors of the Company
 (a) Directors power to vote on a proposal, arrangement or contract in which the director is
materially interested:
  (b) Directors power, in the absence of an independent quorum, to vote compensation to themselves
or any members of their body:
  (c) Borrowing powers exercisable by the directors and how such borrowing powers can be varied:
    46




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##### Table of Contents



d) Retirement of directors under an age limit requirement:
  (e) Number of shares, if any, required for qualification:
  Rights, preferences and restrictions attaching to each class of shares
  Common Shares
  Actions necessary to change the rights of holders of the Companys shares
  (1)
    
    by directors resolution or by ordinary resolution, in each case as determined by the
directors:
 (a)
    
    create one or more classes or series of shares or, if none of the shares of a
class or series of shares are allotted or issued, eliminate that class or series of
 shares;
 (b)
    
    increase, reduce or eliminate the maximum number of shares that the Company is
authorized to issue of any class or series of shares or establish a maximum number of
 shares that the Company is authorized to issue out of any class or series of shares for
which no maximum is established;
 (c)
    
    subdivide or consolidate all or any of its unissued, or fully paid issued,
 shares;
 (d)
    
    if the Company is authorized to issue shares of a class of shares with par
value:
 (i)
    
    decrease the par value of those shares; or
 (ii)
    
    if none of the shares of that class of shares are allotted or issued,
increase the par value of those shares;
 (e)
    
    change all or any of its unissued shares with par value into shares without par
value or any of its unissued shares without par value into shares with par value or
change all or any of its fully paid issued shares with par value into shares without
par value; or
 (f)
    
    alter the identifying name of any of its shares; and
 (2)
    
    by ordinary resolution otherwise alter its shares or authorized share structure.
  47




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##### Table of Contents



Conditions governing manner in which annual general meetings and extraordinary general
meetings of shareholders are convoked, including conditions of admission
    Limitations on rights to own securities of the Company
  Investment Canada Act ICA
  48




---



##### Table of Contents



a.
    
    encourage investment in Canada that contributes to economic growth and employment; and
 b.
    
    provide for the review of significant investments in Canada by non-Canadians to ensure
such benefit to Canada.
  a.
    
    direct acquisition of control of an existing Canadian business with assets of $5 million or
more by a non-WTO investor;
 b.
    
    indirect acquisition of an existing Canadian business with assets of $50 million or more by a
non-WTO investor;
 c.
    
    indirect acquisition of control of an existing Canadian business with assets of $5 million or
more where the assets of the Canadian business being acquired exceed 50% of the total assets
involved in the worldwide transaction;
 d.
    
    direct acquisition of control of an existing Canadian business with assets of $295 million or
more by a WTO investor; and
 e.
    
    investments in prescribed areas related to cultural heritage or national identity where the
discretionary authority to review is exercised.
  Shareholder Rights Plan
     (a)
    
    Time.Securities legislation permits a take-over bid to expire in 35 days. The Directors
view this period as insufficient to allow Shareholders to adequately consider a take-over bid
and to make a reasoned and unhurried decision. The Rights Plan provides a mechanism whereby
the minimum expiry period for a take-over bid must be 60 days after the date of the bid and
securities tendered or deposited to the bid can only be taken up or paid for if at such date
more than 50% of the Shares outstanding held by Independent Shareholders (generally,
Shareholders other than the Offeror or Acquiring Person (someone who beneficially owns more
than 20% of the outstanding Shares), their Associates and Affiliates, and Persons acting
jointly or in concert with the Offeror or Acquiring Person) have been deposited or tendered.
The
Rights Plan is intended to provide Shareholders with adequate time to properly evaluate an
offer and to provide the Directors with sufficient time to consider alternatives for
maximizing Shareholder value. Those alternatives could include, if deemed appropriate by
the Directors, the identification of other potential bidders, the conducting of an orderly
auction or the development of a restructuring alternative which could enhance Shareholder
value.
  49




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##### Table of Contents



(b)
    
    Pressure to Tender.A Shareholder may feel compelled to tender to a bid that the Shareholder
considers to be inadequate out of a concern that failing to tender may result in the
Shareholder being left with illiquid or minority discounted securities in the Corporation.
This is particularly so in the case of a partial bid for less than all securities of a class,
where the bidder wishes to obtain a control position but does not wish to acquire all of the
Shares. The Rights Plan provides a mechanism in the Permitted Bid provision which is intended
to ensure that a Shareholder can separate the tender decision from the approval or disapproval
of a particular take-over bid. By requiring that a bid remain open for acceptance for a
further ten Business Days following public announcement that more than 50% of the Shares held
by Independent Shareholders have been deposited, a Shareholders decision to accept a bid is
separated from the decision to tender, reducing the undue pressure to tender typically
encountered by a securityholder of an issuer that is the subject of a take-over bid.(c)
    
    Unequal Treatment.While existing securities legislation has substantially addressed many
concerns of unequal treatment, there remains the possibility that control of an issuer may be
acquired pursuant to a private agreement in which a small group of securityholders dispose of
their securities at a premium to market price which premium is not shared with other
securityholders. In addition, a person may slowly accumulate securities through stock
exchange acquisitions which may result, over time, in an acquisition of control without
payment of fair value for control or a fair sharing of a control premium among all
securityholders. The Rights Plan addresses these concerns by applying to all acquisitions of
greater than 20% of the Shares, to better ensure that Shareholders receive equal treatment.
      50




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##### Table of Contents



Provisions of Companys articles, charter or by-laws that 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
  Provisions governing the ownership threshold above which shareholder ownership must be
disclosed
 Securities Act Securities Act
 Securities Act
 C. Material Contracts
   1.
    
    Escrow Agreement (the Escrow Agreement) dated June 1, 2006 among the Company, Computershare
Investor Services Inc. (the Escrow Agent) and Zincore Metals Inc. (Zincore). Pursuant to
the Escrow Agreement, Southwestern, as a principal shareholder of Zincore, agreed to deposit
in escrow its securities of the Zincore (the Escrowed Securities) with the Escrow Agent. The
Escrow Agreement provides that the Escrowed Securities will be released from escrow in equal
tranches at six-month intervals over the 18 months following the listing of the Zincore common
 shares on the TSX which occurred on November 8, 2006 (that is, 25% of Southwesterns holdings
being released in each tranche, with an initial 25% tranche being released on the date of the
closing of the IPO and the final tranche on April 7, 2008).
 2.
    
    Lock-Up Agreement dated September 5, 2006 between the Company, Computershare Investor
Services Inc. as third party escrow agent, and Zincore whereby 34,000,000 common shares of
Zincore owned by Southwestern are restricted from resale until November 7, 2008, subject to
certain exceptions.
  51




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##### Table of Contents



3.
    
    Shareholder Rights Plan Agreement dated 23 January 2008 between the Company and Computershare
Investor Services Inc.
 4.
    
    The following are consulting agreements and change of control agreements, general summaries
of which are contained in Item 6- Directors, Senior Management and Employees, B. Compensation,
Termination of Employment, Change in Responsibilities and Employment Contracts.
 a.
    
    Consulting Agreement between the Company and Austgold Consulting Ltd. dated
April 1, 2007 and amended November 2, 2007.
 b.
    
    Consulting Agreement between the Company and Westvista Management Inc. dated
April 1, 2007.
 c.
    
    Consulting Agreement between the Companys wholly owned subsidiary Southwestern
Gold (Bermuda) Ltd. and Alejandro Losada-Calderon dated February 23, 2007.
 d.
    
    Change of Control Agreement between the Company and Timo Jauristo dated April
1, 2007.
 e.
    
    Change of Control Agreement between the Company and Thomas W. Beattie dated
April 1, 2007.
 f.
    
    Change of Control Agreement between the Company and Alejandro Losada-Calderon
dated February 25, 2007.
 g.
    
    Change of Control Agreement between the Company and Giovanni Susin dated May 1,
2007.
 D. Exchange Controls
  E. Taxation
 Canadian Federal Income Tax Consequences
 Income
Tax Act (Canada) Income Tax Regulations
 Canada-United States
Income Tax Convention (1980)
   52




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United States Federal Income Tax Consequences
 NOTICE PURSUANT TO IRS CIRCULAR 230: NOTHING CONTAINED IN THIS SUMMARY CONCERNING ANY U.S. FEDERAL
TAX ISSUE IS INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED, BY A NON-U.S. HOLDER (AS
DEFINED BELOW), FOR THE PURPOSE OF AVOIDING U.S. FEDERAL TAX PENALTIES UNDER THE CODE (SEE
DEFINITION BELOW). THIS SUMMARY WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE
TRANSACTIONS OR MATTERS ADDRESSED BY THIS DOCUMENT. EACH NON-U.S. HOLDER SHOULD SEEK U.S. FEDERAL
TAX ADVICE, BASED ON SUCH NON-U.S. HOLDERS PARTICULAR CIRCUMSTANCES, FROM AN INDEPENDENT TAX
ADVISOR.
    53




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U.S. Holders
  Distributions on Common Shares of the Company
     54




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Foreign Tax Credit
  Disposition of Common Shares of the Company
  Other Considerations for U.S. Holders
   55




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Passive Foreign Investment Company
          56




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Mark-to-Market Election for PFIC Stock
   57




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Controlled Foreign Corporation Status
    58




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##### Table of Contents



Elimination of Overlap Between Subpart F Rules and PFIC Provisions
    F. Dividends and Paying Agents
  G. Statement by Experts
  H. Documents on Display
  I. Subsidiary Information
  
 ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    59




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ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  
 PART II
 
 ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  
 ITEM 15 CONTROLS AND PROCEDURES
 A. Evaluation of Disclosure Controls and Procedures
   60




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B. Managements Report on Internal Control over Financial Reporting
  (a)
 (b)
 (c)
  Internal Control  Integrated Framework
   C. Attestation Report of the Registered Public Accounting Firm
 Internal
ControlIntegrated Framework
   61




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Internal
ControlIntegrated Framework
  /s/ Deloitte & Touche LLP

Independent Registered Chartered AccountantsVancouver, CanadaMarch 17, 2008
 D. Change in Internal Control over Financial Reporting
  
 ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT
   62




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ITEM 16B CODE OF ETHICS
 www.swgold.com
 
 ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Year Ended
    
    
    Year EndedDecember 31, 2007
    
    
    December 31, 2006Audit Fees (1)
    
    $
    275,986
    
    
    $
    113,000Audit-Related Fees (2)
    
    
    0
    
    
    
    28,000Tax Fees (3)
    
    
    12,900
    
    
    
    12,560All Other Fees
    
    
    
    
    
    
    Totals
    
    $
    288,886
    
    
    $
    153,560
  (1)
    
    Audit Fees represent fees for the audit of the Companys annual financial
statements, review of the Companys interim financial statements and review in connection with the
Companys statutory and regulatory filings. Amounts shown are the aggregate Audit Fees billed and
related to the last two fiscal years.(2)
    
    Audit-Related Fees represent fees billed for assurance and related services that
are related to the performance of the audit or review of the Companys financial statements,
principally for consultation concerning financial accounting and reporting standards and
translation services.(3)
    
    Tax Fees represent fees for Canadian corporate tax advice.  
 ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
   63




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ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS
 Maximum Number(or ApproximateTotal Number of
    
    
    Dollar Values) ofShares (or Units)
    
    
    Shares (or Units)Total Number of
    
    
    
    
    
    
    Purchased as Part of
    
    
    that May Yet BeShares (or Units)
    
    
    Average Price Paid
    
    
    Publicly Announced
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    per share (or Units)
    
    
    Plans or Programs
    
    
    Plans or ProgramsMonth #1
    
    nil
    
    
    nil
    
    
    
    366,900
    
    
    
    1,633,100(Jan. 1 to Jan. 31)Month #2
    
    
    157,000
    
    
    
    7.39
    
    
    
    523,900
    
    
    
    1,476,100(Feb. 1 to Feb. 28)Month #3
    
    
    463,600
    
    
    
    8.21
    
    
    
    987,500
    
    
    
    1,012,500(Mar. 1 to Mar. 31)Month #4
    
    
    45,000
    
    
    
    7.82
    
    
    
    1,032,500
    
    
    
    967,500(Apr. 1 to Apr. 30)Month #5
    
    
    173,000
    
    
    
    7.15
    
    
    
    1,205,500
    
    
    
    794,500(May 1 to May 31)Month #6
    
    
    92,000
    
    
    
    7.14
    
    
    
    1,297,500
    
    
    
    702,500(Jun. 1 to Jun. 30)Month #7
    
    nil
    
    
    nil
    
    
    
    1,297,500
    
    
    
    702,500(Jul. 1 to July. 31)Month #8
    
    nil
    
    

    nil
    
    
    
    1,297,500
    
    
    
    702,500(Aug. 1 to Aug. 31)Month #9
    
    nil
    
    
    nil
    
    
    
    1,297,500
    
    
    
    702,500(Sept. 1 to Sept. 30)Month #10
    
    nil
    
    
    nil
    
    
    
    1,297,500
    
    
    
    702,500(Oct. 1 to Oct. 31)Month #11
    
    nil
    
    
    nil
    
    
    
    1,297,500
    
    
    
    702,500(Nov. 1 to Nov. 30)Month #12
    
    nil
    
    
    nil
    
    
    
    1,297,500
    
    
    
    702,500(Dec. 1 to Dec. 31)
  64




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PART III
 
 ITEM 17 FINANCIAL STATEMENTS
  Description of Document
    
    PageManagements Responsibility for Financial Reporting
    
    
    F-1Auditors Report dated March 17, 2008
    
    
    F-2Consolidated Balance Sheets as at December 31, 2007 and 2006
    
    
    F-3Consolidated Statements of Loss and Deficit for the Fiscal Years
Ended December 31, 2007, 2006 and 2005
    
    
    F-4Consolidated Statements of Cash Flows for the Fiscal Years Ended
December 31, 2007, 2006 and 2005
    
    
    F-5Notes to Consolidated Financial Statements for the Fiscal Years Ended
December 31, 2007, 2006 and 2005
    
    
    F-6
 
 ITEM 18 FINANCIAL STATEMENTS
  
 ITEM 19 EXHIBITS
  Description of Document1.1
    
    
    Certificate of Incorporation
    
    *1.2
    
    
    Certificate of Change of Name
    
    **1.3
    
    
    Articles
    
    **2.1
    
    
    Shareholder Rights Plan Agreement, between the Company and
Computershare Trust Company of Canada dated 23 July 2007
    
    **4.1
    
    
    Consulting Agreement  Austgold Consulting Ltd.
    
    **4.2
    
    
    Consulting Agreement  Westvista Management Inc.
    
    **4.3
    
    
    Consulting Agreement  Alejandro Losada-Calderon
    
    **4.3a
    
    
    Consulting Agreement  Ridge Resources Corporation4.4
    
    
    Change in Control Agreement  Austgold Consulting Ltd.
    
    **4.5
    
    
    Change in Control Agreement  Westvista Management Inc.
    
    **
  65




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Description of Document4.6
    
    
    Change in Control Agreement  Alejandro Losada-Calderon
    
    **4.7
    
    
    Change in Control Agreement  Giovanni Susin
    
    **4.7a
    
    
    Change in Control Agreement  Stanley Myers4.8
    
    
    Evergreen Stock Option Plan
    
    **4.9
    
    
    Escrow Agreement
    
    **4.10
    
    
    Lock-Up Agreement
    
    **10.0
    
    
    Black Out Notice
    
    **12.1
    
    
    Certification of Chief Executive Officer Pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as
amended12.2
    
    
    Certification of Chief Financial Officer Pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as
amended13.1
    
    
    Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 200213.2
    
    
    Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 200215.1
    
    
    Consent of Author Joerg Kleinboeck
    
    **15.2
    
    
    Consent of Author Caracle Creek International Consulting Inc.
    
    **15.3
    
    
    Consent of Author Warwick Board
    
    **15.4
    
    
    Consent of Author Alex Trueman
    
    **15.5
    
    
    Consent of Author Gary Hawthorn
    
    **15.6
    
    
    Consent of Author Snowden Mining Industry Consultants Inc.
    
    **99.1
    
    
    Consolidated Financial Statements for Years Ended December
31, 2006 and 2007
    
    **99.2
    
    
    Managements Discussion and Analysis
    
    **
 *
    
    Previously filed.**
    
    Previously filed with the original Form 20-F, filed with the Commission on March 28, 2008.  66




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SIGNATURE
   Southwestern Resources Corp.Per:
    
    /s/ Timo Jauristo

Timo JauristoInterim President andChief Executive Officer
  67




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EXHIBIT INDEX
 Description of Document1.1
    
    
    Certificate of Incorporation
    
    *1.2
    
    
    Certificate of Change of Name
    
    **1.3
    
    
    Articles
    
    **2.1
    
    
    Shareholder Rights Plan Agreement, between the Company and Computershare
Trust Company of Canada dated 23 July 2007
    
    **4.1
    
    
    Consulting Agreement  Austgold Consulting Ltd.
    
    **4.2
    
    
    Consulting Agreement  Westvista Management Inc.
    
    **4.3
    
    
    Consulting Agreement  Alejandro Losada-Calderon
    
    **4.3a
    
    
    Consulting Agreement  Ridge Resources Corporation4.4
    
    
    Change in Control Agreement  Austgold Consulting Ltd.
    
    **4.5
    
    
    Change in Control Agreement  Westvista Management Inc.
    
    **4.6
    
    
    Change in Control Agreement  Alejandro Losada-Calderon
    
    **4.7
    
    
    Change in Control Agreement  Giovanni Susin
    
    **4.7a
    
    
    Change in Control Agreement  Stanley Myers4.8
    
    
    Evergreen Stock Option Plan
    
    **4.9
    
    
    Escrow Agreement
    
    **4.10
    
    
    Lock-Up Agreement
    
    **10.0
    
    
    Black Out Notice
    
    **12.1
    
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934, as amended12.2
    
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under
the Securities Exchange Act of 1934, as amended13.1
    
    
    Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2
    
    
    Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 200215.1
    
    
    Consent of Author Joerg Kleinboeck
    
    **15.2
    
    
    Consent of Author Caracle Creek International Consulting Inc.
    
    **15.3
    
    
    Consent of Author Warwick Board
    
    **15.4
    
    
    Consent of Author Alex Trueman
    
    **15.5
    
    
    Consent of Author Gary Hawthorn
    
    **15.6
    
    
    Consent of Author Snowden Mining Industry Consultants Inc.
    
    **99.1
    
    
    Consolidated Financial Statements for Years Ended December 31, 2006 and 2007
    
    **99.2
    
    
    Managements Discussion and Analysis
    
    **
 *
    
    Previously filed.**
    
    Previously filed with the original Form 20-F, filed with the Commission on March 28, 2008.  68