SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 40-F



[   ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934



OR



[ X ]ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended September 30, 2004

Commission File Number 001-31597



WESTERN SILVER CORPORATION

(Exact name of registrant as specified in its charter)



British Columbia, Canada1090None(Province or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S. Employer Identification Number)




SUITE 1550, 1185 WEST GEORGIA STREET

VANCOUVER, BRITISH COLUMBIA, CANADA V6E 4E6

(604) 684-9497

(Address and telephone number of Registrant's principal executive offices)



Donald J. Puglisi
Puglisi & Associates
850 Library Avenue, Suite 204
P.O. Box 885
Newark, Delaware 19715
(302) 738-6680


(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
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Securities registered pursuant to Section 12(b) of the Act:



Title of each class

Name of exchange

on which registered



Common Shares

American Stock Exchange





Securities registered pursuant to Section 12(g) of the Act:  None



40-F



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



Common Shares



For annual reports, indicate by check mark the information filed with this Form.



[ X ] Annual information form     [ X ] Audited annual financial statements



At September 30, 2004, there were 41,241,581 Common Shares issued and outstanding.



Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the
"Exchange Act").



Yes ______

No ___X__



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ___X__

No ______



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CONTROLS AND PROCEDURES



A.

Evaluation of Disclosure Controls and Procedures



Based on an evaluation as of September 30, 2004, by the Company's Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were 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 rules and forms.



B.

Changes in Internal Control Over Financial Reporting



During the fiscal year ended September 30, 2004, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.  Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.







NOTICES PURSUANT TO REGULATION BTR



None.





AUDIT COMMITTEE FINANCIAL EXPERT



The Company has established an Audit Committee (within the meaning of section 3(a)(58)(A) of the Exchange Act) comprised of members of the Board of Directors (the
"Board").  The members of the Audit Committee are Robert Gayton (Chairman), David Williams and Klaus Zeitler.  The Board has determined that Robert Gaytonis an
"audit committee financial expert" (as defined under Section 407 of the Sarbanes-Oxley Act of 2002) and that he is independent (in accordance with the criteria set forth in the American Stock Exchange Company Guide).

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CODE OF BUSINESS CONDUCT AND ETHICS



The Company adopted a Code of Business Conduct and Ethics (the
"Code") that applies to its directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has posted the Code on its Internet website:  www.westernsilvercorp.com.



PRINCIPAL ACCOUNTANT FEES AND SERVICES



The aggregate fees billed by PricewaterhouseCoopers LLP for each of the fiscal years ended September 30, 2004 and 2003 for audit fees, audit-related fees, tax fees and all other fees, in U.S. dollars, are set forth in the table below:



CategoryYear Ended
September 30, 2004Year Ended
September 30, 2003Audit Fees (1)$48,658$35,556Audit-Related Fees (2)NilNilTax Fees (3)28,90912,683All Other Fees (4)53323,361Total$78,100$71,600




The nature of each category of fees is described below:



(1)  Audit  Fees:  Includes services provided by the independent auditor in connection with review of statutory and regulatory filings, review of the Company's interim financial statements and audit of the Company's annual financial statements.



(2)  Audit-Related Fees:  Includes services provided by the independent auditor in connection with due diligence related to acquisition transactions, review of pension plans and assistance with compliance with U.S. securities law.



(3)  Tax  Fees:  Includes services rendered by the independent auditor mainly for tax compliance, tax advice and tax planning.



(4)  All  Other Fees: Includes services provided by the independent auditor for matters other than the foregoing.



40-F

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Audit and Non-Audit Services Pre-Approval Policy



The Audit Committee of the Board has adopted procedures requiring Audit Committee review and approval in advance of all particular engagements for services provided by PricewaterhouseCoopers LLP, the Company's independent auditors.  Consistent with applicable laws, the procedures permit limited amounts of services, other than audit, review or attest services, to be approved by one or more members of the Audit Committee, provided the Audit Committee is informed of each particular service. All of the services of PricewaterhouseCoopers LLP provided during the year ended September 30, 2004, set forth in the table above were approved in advance by the Audit Committee.  The Audit Committee reviews with PricewaterhouseCoopers LLP whether the non-audit services to be provided are compatible with maintaining the auditors' independence.



OFF-BALANCE SHEET ARRANGEMENTS



All off-balance sheet arrangements to which the Company is a party are contractual obligations disclosed at
"Tabular Disclosure of Contractual Obligations" below.



TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



The required disclosure is contained in the Management Discussion and Analysis for the 12-month period ended September 30, 2004 under the heading
"Long Term Contractual Obligations", which disclosure is incorporated herein by reference.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS



A.

Undertaking



The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (the
"Commission") staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.





B.

Consent to Service of Process



The Registrant has previously filed with the Commission a Form F-X on November 26, 2004, in connection with the filing of its Registration Statement on Form F-10, file no. 333-120799.





FORWARD-LOOKING STATEMENTS



Certain statements in this Annual Report on Form 40-F or in documents incorporated by reference are forward-looking statements (as such term is  defined under the United States Private Securities Litigation Reform Act of 1995) based on current expectations. The accuracy of such statements is subject to a number of risks, uncertainties and  assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the effect of general economic conditions, decreases in demand for the Company's products, changes in the relative values of certain currencies, fluctuations in metal prices, changes in government regulation, adverse changes in general market and industry conditions, political and economic risks of foreign operations and environmental regulation.  Reference is made to the section entitled
"Description of the Business -- Risk Factors" on page 4 of the Annual Information Form for the year ended September 30, 2004, included as Exhibit 99.1 to this Annual Report on Form 40-F.



Consequently, all of the forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results on developments  anticipated by the Registrant will be realized. The Registrant undertakes no obligation to update or revise any forward-looking statements.



40-F

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SIGNATURES



Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.





Dated:  February 14, 2005







WESTERN SILVER CORPORATION



By: /s/Jeffrey Giesbrecht_____________

Name: Jeffrey Giesbrecht

Title: Vice-President, Legal



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EXHIBIT INDEX



The following exhibits have been filed as part of this annual report:



99.1

Renewal Annual Information Form of the Company for the year ended September 30, 2004.



99.2

Management's Discussion and Analysis of Results of Operations and Financial Condition of the Company for the year ended September 30, 2004.



99.3

Consolidated Financial Statements of the Company for the year ended September 30, 2004, together with the auditors' report thereon dated November 12, 2004, except for Note 14 for which the date is December 23, 2004 (Note 13 to the Consolidated Financial Statements discloses differences in generally accepted accounting principles between Canada and the United States).



99.4

Consent of PricewaterhouseCoopers LLP, independent chartered accountants.



99.41

Consent of M3 Engineering & Technology Corporation



99.42

Consent of Marlow Mining Engineering Services



99.5

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.



99.6

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.



99.7

Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





1



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EXHIBIT 99.1







RENEWAL

ANNUAL
INFORMATION FORM









[aif002.gif]







WESTERN
SILVER CORPORATION





For
the 12 month period ended September 30, 2004



Dated
February 14, 2005

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TABLE
OF CONTENTS



PagePRELIMINARY NOTES
   iFinancial Statements
   iCurrency
   iDefinitions and Technical Terms
   iCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
   iCAUTIONARY NOTE TO U.S. INVESTORS
   iiGLOSSARY OF TECHNICAL TERMS AND DEFINITIONS
   iiiCORPORATE STRUCTURE
   1Name, Address and Incorporation
   1GENERAL DEVELOPMENT OF THE BUSINESS
   2Three Year History
   2DESCRIPTI ON OF THE BUSINESS
   4General
   4Penasquito Project
   4RISK FACTORS
   11DIVIDENDS
   17GENERAL DESCRIPTION OF CAPITAL STRUCTURE
   18MARKET FOR SECURITIES
   18DIRECTORS AND OFFICERS
   19Control of Securities
   22Committees of the Board of Directors
   23Cease Trade Orders, Bankruptcies, Penalties or Sanctions
   24Conflicts of Interest
   24AUDIT COMMITTEE INFORMATION
   25Audit Committee Mandate
   25Composition of the Audit Committee
   25Relevant Education and Experience
   25External Auditor Services Fees (By Category)
   25LEGAL PROCEEDINGS
   25INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
   25TRANSFER AGENTS AND REGISTRARS
   26MATERIAL CONTRACTS
   26INTERESTS OF EXPERTS
   26Names of Experts
   26Interests of Experts
   26ADDITIONAL INFORMATION
   27SCHEDULE "A" - AUDIT COMMITTEE CHARTER


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PRELIMINARY
NOTES

In
this Annual Information Form (the "AIF"), Western Silver Corporation,
together with its subsidiaries, as the context requires, is referred to as "Western
Silver" or the "Company".  All information contained herein is
as at February 14, 2005, unless otherwise stated.

Financial
Statements

This
AIF should be read in conjunction with the Company's consolidated financial
statements and management's discussion and analysis for the 12 months ended
September 30, 2004.  The financial statements and management's discussion
and analysis are available at www.westernsilvercorp.com
and under the Company's profile on the SEDAR website at www.sedar.com.
 All financial statements are prepared in accordance with Canadian
generally accepted accounting principals.

Currency

All
sums of money which are referred to in this AIF are expressed in lawful money of
Canada, unless otherwise specified.

Definitions
and Technical Terms

Capitalized
terms, that are not otherwise defined in the body of this AIF, and technical
terms are defined in "Glossary and Technical Terms" herein.

CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This
AIF and the documents incorporated by reference herein contain "forward-looking
statements" within the meaning of securities legislation and the United States
Private Securities Litigation Reform Act of 1995.  These forward-looking
statements are made as of the date of this AIF or, in the case of documents
incorporated by reference herein, as of the date of such documents and the
Company does not intend, and does not assume any obligation, to update these
forward-looking statements.

Forward-looking
statements include, but are not limited to, statements with respect to
pre-feasibility studies performed on the Penasquito Project (as defined below),
the future price of gold, silver, copper, lead and zinc, the estimation of
mineral reserves and resources, the realization of mineral reserve and resource
estimates, the timing and amount of estimated future production, costs of
production, capital expenditures, costs and timing of the development of new
deposits, success of exploration activities, permitting time lines, currency
fluctuations, requirements for additional capital, government regulation of
mining operations, environmental risks, unanticipated reclamation expenses,
title disputes or claims, limitations on insurance coverage and the timing and
possible outcome of pending litigation. In certain cases, forward-looking
statements can be identified by the use of words such as "plans", "expects"
or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or
"be achieved".  Forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Western
Silver to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements.  Such
factors include, among others, risks related to the integration of acquisitions;
risks related to international operations; risks related to joint venture
operations; actual results of current exploration activities; actual results of
current reclamation

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-
ii -



activities;
conclusions of economic evaluations; changes in project parameters as plans
continue to be refined; future prices of gold, silver and copper; possible
variations in ore reserves, grade or recovery rates; failure of plant, equipment
or processes to operate as anticipated; accidents, labour disputes and other
risks of the mining industry; delays in obtaining governmental approvals or
financing or in the completion of development or construction activities, as
well as those factors discussed in the section entitled "Risk Factors" in
this AIF.  Although Western Silver has attempted to identify important
factors that could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated, estimated or
intended.  There can be no assurance that forward-looking statements will
prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements.  Accordingly, readers
should not place undue reliance on forward-looking statements.

CAUTIONARY
NOTE TO U.S. INVESTORS

As
a British Columbia corporation, the Company is subject to certain rules and
regulation issued by the British Columbia Securities Commission ("BC
Securities Commission").  In this AIF, the Company is required to provide
detail information regarding its properties including mineralization, drilling,
sampling and analysis, security of samples and mineral resource and mineral
reserve estimates.  Further, the Company describes its properties utilizing
mining terminology such as "indicated" in connection with resources that are
required by Canadian regulations but are not recognized by the United States
Securities and Exchange Commission ("SEC").  The Company has no
properties that contain "reserves" as defined by the SEC.

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iii -





GLOSSARY
OF TECHNICAL TERMS AND DEFINITIONS

In
this AIF, the following terms have the following meanings:

|Alteration               | changes
      in the chemical or mineralogical composition of a rock, generally produced
      by weathering or hydro-thermal solutions.                                                                                                                                                                                                                                                                                 
|------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Anomalous                | inconsistent
      with or deviating from what is usual, normal or expected.                                                                                                                                                                                                                                                                                                                                             
|Anomaly                  | the
      geographical area corresponding to anomalous geochemical or geophysical
      values.                                                                                                                                                                                                                                                                                                                          
|Assay                    | a
      chemical test performed on a sample of ores or minerals to determine the
      amount of valuable metals contained.                                                                                                                                                                                                                                                                                              
|Carried
      interest   | an
      interest which does not require funding.                                                                                                                                                                                                                                                                                                                                                                        
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                          
|CSA                      | Canadian
      Securities Administrators                                                                                                                                                                                                                                                                                                                                                                                 
|Felsic                   | light-colored
      igneous rock poor in iron and magnesium content, abundant in feldspars and
      quartz.                                                                                                                                                                                                                                                                                                             
|Geology                  | a
      science that deals with the history of the earth as recorded in rocks.                                                                                                                                                                                                                                                                                                                                           
|Geophysical
      survey | an
      exploration method that measures magnetic, electrical or other physical
      characteristics of the earth, the results of which can be interpreted and
      used to predict the possibility of economic mineral concentrations beneath
      the surface of the earth.                                                                                                                                        
|Grade                    | the
      concentration of an ore metal in a rock sample, given either as weight
      percent for base metals or in grams per tonne (g/t) or ounces per short
      ton (oz/t) for precious metals.  The grade of an ore deposit is
      calculated, often using sophisticated statistical procedures, as an
      average of the grades of a very large number of samples collected from
      throughout the deposit.
|g/t                      | grams
      per tonne                                                                                                                                                                                                                                                                                                                                                                                                    
|Intrusive/intrusion      | an
      igneous rock that was once molten and has "intruded" into pre-existing
      rocks in that state, after which it cools.                                                                                                                                                                                                                                                                                         
|Kennecott                | Kennecott
      Canada Explorations Inc.                                                                                                                                                                                                                                                                                                                                                                                 
|Mineralization           | minerals
      of value occurring in rocks.                                                                                                                                                                                                                                                                                                                                                                              
|NI
      43-101          | National
      Instrument 43-101 "Standards of Disclosure for Mineral Projects".                                                                                                                                                                                                                                                                                                                                         
|NSR                      | net
      smelter return - a royalty consisting of a percentage of the net value
      metal produced.                                                                                                                                                                                                                                                                                                                   

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iv -

|Ore                        | a
      naturally occurring material from which one or more minerals may be mined
      and sold at a profit, or from which some part may be profitably separated.                                                    
|-------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SAG                        | Semi-autogenous
      grinding - a method of grinding ore in which the grinding media consist
      of larger pieces of rock and steel balls                                                                          
|                           |                                                                                                                                                                                                                       
|Sulphide                   | a
      compound containing sulphur and some other metal.                                                                                                                                                             
|Teck
      or Teck Cominco | Teck
      Cominco Limited, a mining company with its head office in Vancouver,
      Canada. Teck Cominco is a joint venture partner of Western Silver.                                                              
|VMS                        | Volcanogenic
      Massive Sulphide - a deposit of massive sulfide mineralization of
      volcanic origin commonly containing pyrite and variable amounts of gold,
      silver, copper, lead and zinc mineraliztion.
|                           |                                                                                                                                                                                                                       



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CORPORATE
STRUCTURE

Name,
Address and Incorporation

Western
Silver was incorporated as Western Copper Holdings Limited under the laws of the
Province of British Columbia on July 11, 1984 by registration of its memorandum
and articles pursuant to the Company Act (British Columbia).  The
Company increased its authorized capital from 20,000,000 common shares to
100,000,000 common shares on May 8, 1998 by amending its Memorandum.
 Western Silver changed its name to its current name by registration of an
amendment to its Memorandum on March 20, 2003.

The
registered and records office of the Company is located at Suite 1550, 1185 West
Georgia Street, Vancouver, British Columbia, V6E 4E6, and its head office and
principal place of business is located at Suite 1550, 1185 West Georgia Street,
Vancouver, British Columbia, V6E 4E6.  Its telephone number is (604)
684-9497.

Western
Silver has a number of subsidiaries that are organized as set out below.
 Each of the subsidiaries incorporated in Mexico are held as to 99.99% by
the entity indicated below and 0.01% by a Mexican individual in accordance with
Mexican corporate law.  Minera Western Copper, S.A. de C.V. is a
corporation formed under the laws of Mexico on December 4, 1995.  Minera
Penasquito S.A. de C.V., Minera Faja de Plata, S.A. de C.V. and WCI Jeronimo
Mexico, S.A. de C.V. are corporations formed under the laws of Mexico on
February 21, 1999.   Carmacks Copper Ltd. is a corporation formed
under the laws of British Columbia on September 19, 1996, by registration of a
memorandum and articles, and is wholly-owned by Western Silver.  Western
Copper International Ltd., WCI (Penasquito) Limited, WCI (Nicolas) Limited and
WCI (Geronimo) Limited were incorporated under the laws of the British Virgin
Islands on April 9, 1998. WCI (Faja de Plata) Limited was incorporated under the
laws of the British Virgin Islands on March 22, 1999.









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2



GENERAL
DEVELOPMENT OF THE BUSINESS

Three
Year History

Western
Silver Corporation is a Canadian mineral exploration and development company
with an emphasis on silver, gold, lead and zinc projects located in North
America.  Since 2001, the Company has focussed almost exclusively on the
Company's material property, being its 100% ownership (subject to certain
royalty interests that are described below) of the mineral rights on 14
concessions known as the "Penasquito Project", a silver, gold, lead and
zinc property located in the Concepcion del Oro district in the northeast corner
of the State of Zacatecas.

To
date, the Company has identified two separate mineralized zones in the Penasquito Project for which a resource has been calculated, known as the Chile
Colorado deposit and the Penasco deposit.  These two deposits are located
about 1.5 kilometers apart and are believed to be part of the same mineralized
system.  In addition to the Chile Colorado and Penasco deposits, there are
a number of other mineralized areas that are being investigated on the Penasquito property.  It is anticipated that the
Penasquito Project will
continue to be the Company's principal focus throughout the next fiscal year
ending September 30, 2005.  For further information, see "Penasquito
Project" herein.

The
Company also owns other properties which are not considered material properties
for the purposes of NI 43-101.  These properties include the Company's
100% interest (subject to a royalty) in the Carmacks property in the Yukon
Territory, Canada and the San Nicholas project which is a joint venture interest
with Teck Cominco and which is located approximately 40 miles southeast of the
city of Zacatecas in the State of Zacatecas, Mexico.  Both properties are
presently being maintained on a "care and maintenance" basis.

The
Carmacks property consists of 232 contiguous and partial unpatented mineral
claims at Williams Creek in the Whitehorse Mining district of the Yukon
Territory, Canada.  These mineral claims comprise approximately 4,270
hectares (approximately 10,550 acres) 43 kilometres northwest of the community
of Carmacks.  Although Western Silver considers the Carmacks to be a good
long-term asset, from 1998 until recently, copper prices remained at a level at
which the project was not economic. Accordingly, during fiscal 2001, management
wrote down the project to an estimated realizable value of $4,000,000.  As
part of the care and maintenance on the Carmacks project, the Company is
reassessing certain aspects of the feasibility study for the property and
continuing with permitting applications with a view to ensuring the Carmacks
project retains its value for the Company.

The
San Nicolas joint venture property is now held by Minera Tama, with Minera
Western holding 35% of the shares of Minera Tama and Teck Cominco holding the
remaining 65%.  Teck retains the right to elect to acquire an additional
10% participating interest by arranging 100% of the financing required to put
San Nicolas into production.  In addition, Teck continues to hold a 40%
carried interest in San Nicolas separate from the joint venture. After a
decision is made to put the deposit into production, the 40% carried interest
will, at Teck's election, be converted to either a 25% participating interest,
in which case Western Silver's overall interest would become 26.25%
(participating) or 18.75% (carried).  If Teck elects to convert the 40%
carried interest to a 15% carried interest, Western Silver's interest in the
San Nicolas project would be 29.75% (participating) or 21.25% (carried).



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3



Fiscal
year ended September 30, 2002

During
fiscal 2002 the Company raised gross proceeds of $6,854,747 through seven
private placements at prices ranging from $0.65 per share to $3.15 per share.
 An additional $1,487,071 was received from the exercise of share purchase
warrants and share purchase stock options.

Of
the funds received, $3,573,666 was used to advance the Company's Penasquito
project, which included over 20,000 metres of core drilling and a property
payment of US$621,000 on July 3, 2002.

Fiscal
year ended September 30, 2003

In
September 2001 Western engaged SNC Lavalin Engineers and Constructors ("SNC
Lavalin") to provide technical assistance in assessing the economic potential
of the Chile Colorado deposit within the Penasquito project. SNC Lavalin, in
conjunction with Western designed a site specific drill program to categorize
reserves in the Chile Colorado deposit that would meet CSA reporting standards.
The results of this drilling program were utilized by SNC Lavalin in their
preliminary resource estimate, provided to the Company in March, 2003.

In
July, 2003, M3 Engineering & Technology Corporation ("M3") of Tucson,
Arizona completed a scoping study on the Penasquito project.

During
fiscal 2003 the Company made a property payment of US$654,000 on July 3, 2003 to
maintain one of the principal claims in the Penasquito property, and made total
lease and property payments on the Penasquito property for fiscal 2003 (from
October 1, 2002 to September 30, 2003) of US$672,500, including the payment
mentioned above.

Fiscal
year ended September 30, 2004

The
Chile Colorado deposit within the Penasquito property is the subject of a
pre-feasibility study completed in March, 2004 and the Company completed a
drilling program on the Penasco zone. The San Jeronimo exploration project was
the subject of a joint venture with Apex Silver Mines Ltd. until termination of
that joint venture effective October 2004.

The
Company completed a brokered private placement financing in December 2003 with
Kingsdale Capital Markets Inc., Kingsdale Capital Partners Inc. and Orion
Securities Inc. and raised gross proceeds of $12,360,000. The Company issued
2,400,000 common shares at $5.15 each, and 240,000 underwriter's options
exercisable for two years at $5.78 each.

Subsequent
to Fiscal Year ended September 30, 2004

On
December 23, 2004, the Company completed a prospectus offering with Orion
Securities Inc., CIBC World Markets Inc. and Kingsdale Capital Markets Inc. and
raised gross proceeds of $64,831,250.  The Company issued 6,325,000 common
shares at $10.25 each.

The
Company received an independent resource estimate at Penasco which increased
the resources at the Company's wholly-owned Penasquito property in central
Mexico.  This increased resource estimate was obtained subsequent to and is
therefore not reflected in the reserve calculations in the M3 2004 Report.

See
"Description of the Business - Penasquito Project" herein for further
information about the Penasquito Project.



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4



DESCRIPTION
OF THE BUSINESS

General

Western
Silver Corporation is a Canadian mineral exploration and development company
with an emphasis on silver, gold, lead and zinc projects located in North
America. Since 2001, the Company has focused almost exclusively on the Penasquito Project located in Zacatecas State, Mexico.

Penasquito
Project

The
Chile Colorado deposit is the most advanced portion of the Penasquito Project.
 In March, 2004 the Company received a technical report entitled "Penasquito
Pre-Feasibility Study" (the "Pre - Feasibility Study") as amended
and restated on November 8, 2004 and on December 10, 2004, prepared by M3
Engineering & Technology Corp. ("M3").  The Pre-Feasibility
Study calculated reserve estimates based upon previous resource calculations and
recommended the Company proceed to a full feasibility study with respect to the
Chile Colorado deposit.  The reserve estimates detailed in the
Pre-Feasibility Study were prepared under the direction of Dr. Conrad E. Huss,
P.E., Ph.D. and Jerry T. Hanks, P.E. of M3, each being independent of the
Company and a "Qualified Person" as defined in NI 43-101.

The
Company commissioned an independent resource estimate for the Penasco deposit.
 This resource estimate was prepared by Marlow Mining Engineering Services,
as set out in a technical report entitled ''Preliminary Resource Estimate
for the Penasco Deposit, Penasquito Project, State of Zacatecas, Mexico''
dated November 3, 2004 (the ''Penasco Report''). The Penasco Report
was prepared by James Marlow, P.Eng., a principal of Marlow Mining Engineering
Services and a "Qualified Person" for the purposes of NI 43-101.

Information
in this section of this AIF of an economic, scientific or technical nature in
respect of the Penasquito Project is based upon the Pre-Feasibility Study and
the Penasco Report and has been prepared with the consent of each of the
authors of those reports.  The executive summary of the Pre-Feasibility
Study as well as the Penasco Report may be viewed on SEDAR.

Property
Description and Location

The
Penasquito Project is situated in the western half of the Concepcion del Oro
district in the north-east of Zacatecas State, Mexico, approximately 200 km
north-east of the city of Zacatecas, at approximately 24o 39' N
latitude / 101o 40' W longitude.  The closest major town is
Concepcion del Oro which lies on Mexican highway 54.

A
good network of road and rail services exists in the region.  At present
road access to the site is gained by travelling west out of Concepcion del Oro
on a narrow, switch backed but well-maintained mostly cobbled road approximately
15 km to the town of Mazapil. The property is located a further 12 km west from
Mazapil at El Penasco. The road to the property from Mazapil is paved for about
6 km. After that the road to El Penasco is gravel but well maintained.
 The Penasco deposit lies beneath this main road.  The Chile Colorado
deposit lies approximately 1.5 kilometres to the South of the Penasco deposit.
 Power is available from Saltillo (100 to 120 km from the project) or
Conception del Oro (35 km from the project).  The local Cedros aquifer is
expected to provide sufficient water for operations.

The
Penasquito property is situated in a broad desert valley bounded to the north
by the Sierra El Mascaron and the south by the Sierra Las Bocas. The valley is
covered by up to 30 metres of alluvium. The local terrain is mainly flat, and
vegetation is a mixture of low bushes, cactus plants, desert palm trees, and
coarse grasses. The prevailing elevation is approximately 1900 m above sea
level.



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5



Western
Silver owns 100% of the mineral rights on 14 concessions covering an area of
approximately 39,000 hectares located in the north-eastern portion of the State
of Zacatecas in north central Mexico.  The geological exploration and
property development work that Western Silver is conducting in this area is
known as the Penasquito Project.  The specific area under investigation at
present, which encompasses both the Chile Colorado and Penasco deposits as well
as a number of other targets of interest, covers approximately 3,254 ha within 5
contiguous concessions, namely the La Pena, El Penasquito, Las Penas, Alfa
and Beta concessions.

The
Company does not presently own surface rights to the land required for the
development of the Penasquito Project and has not yet entered into negotiations
to obtain the land.  Surface rights in the area are held by one private
individual and three ejidos (government created farm communities).
 Relations with these parties through the exploration process to date has
been positive.

A
2% NSR royalty is payable by the Company to Kennecott on production from several
concessions, including concessions that encompass the Chile Colorado and Penasco deposits.  In addition, a 3% NSR royalty is payable to Grupo
Industrial de Coahuila S.A. de C.V., as assignee from Minera Catasillas, S.A. de
C.V., on concessions which encompass the Penasco deposit. This 3% NSR royalty
can be purchased for US$5 million, and does not apply to any production from the
Chile Colorado deposit.  Other than the above royalties and government
assessment obligations, there are no payments or other future obligations due
from Western Silver with respect to the concessions.

History

The
Concepcion del Oro district has produced on the order of 250 million ounces
silver and 1.5 million ounces of gold plus copper-lead-zinc from numerous mines
that exploited limestone-hosted skarn and chimney replacement deposits as well
as an intrusive-hosted disseminated sulphide deposit.  Minera Tayahua
remains in production at 2,000 tonnes/day from a newly discovered chimney
deposit beneath the old San Marcos Mine near Salaverna in the eastern Mazapil
valley.

Western
Silver acquired a 100% interest in the Penasquito concessions from Minera
Kennecott S.A. de C.V. in March 1998. Since that time Western Silver has
conducted geophysical surveys and has done extensive drilling on the property.
The work by Western Silver has resulted in resource and reserve estimates for
the Chile Colorado deposit and a resource estimate for the Penasco deposit, and
identification of numerous exploration targets in the immediate area.

Western
Silver plans to continue the Penasco drill program into 2005 and additional
drilling is planned for other property targets: EL Sotol, NW Chile Colorado,
Azul Breccia and Las Palmas prospects.

Geological
Setting

The
regional geology of the area is well understood and has been extensively mapped.
 Concepcion del Oro lies within the Mexico Geosyncline, a 2.5 km thick
series of marine sediments deposited during the Jurassic and Cretaceous Periods
and consisting of a 2000 metre thick sequence of carbonaceous and calcareous
turbidic siltstones and interbedded sandstones underlain by a 1200 metre thick
limestone sequence.

The
two sierras in the area are separated in the western half of the district by the
Mazapil Valley which is a synclinal valley underlain by the Upper Cretaceous
Caracol Formation. The Caracol siltstone-sandstone section is generally flat
lying in the valley with occasional small parasitic anticlines and drag folds
along faults.

The
local geology is dominated almost entirely by the rocks of the Mexico
Geosyncline.  The oldest rocks in the area are the Upper Jurassic aged
limestones and cherts of the Zuloaga Limestone.



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6



These
rocks are overlain by the La Caja Formation, a series of thinly bedded
phosphatic cherts and silty to sandy limestones that may be fossiliferous.

The
La Caja Formation is overlain by the limestones and argillaceous limestones of
the Taraises Formation which in turn are overlain by the limestones of the
Cupido Formation, one of the more favourable host rock units for much of the
mineralization previously mined in the area.

The
Cupido limestones are overlain by the cherty limestones of the La Pena
Formation, deposited during the Lower Cretaceous Period.  These rocks are
in turn overlain by the Cuesta del Cura limestone.

The
Indidura Formation, a series of shales and calcareous siltstones and
argillaceous limestones overlie the Cuesta del Cura limestone.

Upper
Cretaceous Period rocks of the Carocol Formation, consisting primarily of
interbedded shales and sandstones, overlie the Indidura Formation.  These
rocks dominate the geology in the Penasquito Project area and are overlain by
the Tertiary aged Mazapil Conglomerate.

A
large granodiorite stock is believed to underlie the entire area and the
sediments described above are cut by numerous intrusive dykes, sills and stocks
of intermediate to felsic composition.  The intrusives are interpreted to
have been emplaced from the late Eocene to mid-Oligocene Epochs and have been
dated at 30-40 million years in age.

Deposit
Types

Both
the Caracol sediments and the granodiorite are believed to have been intruded
along the western and southern margins of the granodiorite by one or two
quartz-feldspar porphyry stocks.  The porphyry stocks did not reach surface
but are at depth.  They are represented at the bedrock surface by two
hydrothermal diatreme breccia pipes, the Azul and Outcrop breccia pipes.
 There is a single outcrop of silicified breccia of the Outcrop breccia,
the Penasco.  It is the only outcrop on the property.

Both
breccia pipes are believed to have erupted to and breached surface.  Their
eruption crators and ejecta aprons have since been eroded away, and the current
bedrock surface at Penasquito is estimated to be on the order of 50-75 meters
below the paleo-eruption surface. Both of the breccia pipes sit within a
hydrothermal alteration shell of propylitic alteration that has largely been
overprinted by weak phylitic alteration that intensifies at depth.

Mineralization

Sulphide
mineralization occurs in the Chile Colorado deposit, in the Penasco deposit
hosted in the Outcrop breccia, in the Luna Azul and Azul NE deposits hosted in
the Azul Breccia, and at other smaller targets on the Penasquito Project.
Exploration drilling has recently focused on the large Penasco deposit.

The
Penasco deposit is in the east half of the Outcrop breccia directly above the
projected throat of the breccia pipe. In plan view it is ovoid in shape, at
least 300 meters wide in an east direction and 450 meters long in a north
direction, and has formed around a complex series of small quartz-porphyry
stocks and dikes with some felsite dikes. It is composed of disseminations and
veinlets of medium to coarse-grained sphalerite-galena-argentite, other
unidentified silver sulfosalts, minor tetrahedrite-polybasite and common gangue
of calcite-rhodochrosite-quartz-fluorite.

The
intrusive rocks themselves are also often mineralized. Mineralization also
extends upwards along the north and south contact.  At the south contract,
it extends upwards in the mixed clast breccia (Bxm) adjacent to the northwest
faults that cut the breccia pipe.



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7



The
most common mineral host is the intrusive hydrothermal breccia (Bxi).  This
breccia is the dominant rock below the 1,600 meter level.  It also is
widely distributed as a halo around the porphyry stocks and dikes.  The
porphyry often appears to brecciate into the Bxi as it passes upwards.  Mineralization
is present in the upper mixed clast breccia along the south contact, the quartz-felsdpar
porphyry intrusive breccia (Ibx) and to a lesser extent the quartz-porphyry
dikes.  The felsite dikes are at times also good mineral hosts.

Exploration

Kennecott
completed numerous air and ground based geophysical surveys on the Penasquito
claim groups between 1994 and 1997. The aeromagnetic survey of the region
defined an 8 km x 4 km, NS trending magnetic high centered roughly on the
Outcrop Breccia. These surveys provided coverage of the area confirming the area
as a suitable target for drilling.

In
2004 Western Silver initiated additional CSAMT and IP surveys that extended
coverage on the older lines, and extended coverage to the east of the
pre-existing coverage. The geophysical database for the Penasquito Project area
now provides a detailed electric cross-section that images changes in geology,
and appears to identify specific targets of interest.

Kennecott
completed an extensive rapid air blast ("RAB") drilling campaign across much
the Penasquito Project area after the discovery of the Chile Colorado deposit.
This program, designed to systematically test the entire project area, consisted
of 250 holes. The holes penetrated the extensive overburden cover and collected
chip samples from anomalies, which had been discovered during the numerous
geophysical surveys as well as outlining other, previously unknown anomalies.
 Twenty-eight of the RAB holes in this campaign by Kennecott were drilled
within and immediately adjacent to the Penasco zone breccia pipe. The
geochemical survey results indicated that further exploration was warranted in
this area. Exploration drilling results have subsequently confirmed significant
mineralization in the Penasco zone.

Drilling

Drilling
at the Penasquito property has focused on the exploration of three principal
areas: Chile Colorado, Azul (Azul Breccia, Azul NE and Luna Azul) and Penasco.
Work is presently concentrated on both in-fill and step-out exploration drilling
of the Penasco zone.

The
Penasquito property has been drilled by different operators over several
campaigns and phases beginning in 1995 under Minera Kennecott S.A. de C.V.

The
drilling upon which the Penasco resource estimate is based is comprised of 144
drillholes from seven phases and all historical campaigns with the exception of
the Minera Hochschild campaign during 2000, which focused on the Chile Colorado
deposit. The Chile Colorado resource estimate is based upon 104 holes drilled
through the end of 2003.

The
nominal drilling grid at Penasco and Chile Colorado is 50 x 50 metres.

A
total of 45,135 m of drilling has produced 21,802 samples at an average length
of 2.1 m to the end of Phase 10 drilling, which concluded in July 2004.
 The average spacing between drillhole samples used for resource estimation
purposes at Penasco is 25 m. This distance was considered sufficient to
establish grade continuity over most of the drilling grid to the end of Phase 10
drilling.



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8



Sampling
and Analysis

Due
to the alluvial cover at Penasquito the vast majority of sampling has been done
using either reverse circulation or diamond core drilling.  All drilling in
2004 and most drilling at the Penasco has been primarily HQ size core drilling,
but narrowing to NQ diameter at depth in the longer holes.

Western
Silver reports that it samples drillholes from bedrock to final depth.  The
standard sample interval is 2.0 metres.  Some samples are limited to
geological boundaries less than 2.0 metres in length.  A senior geologist
examines the core, defines the primary sample contacts, and designates the axis
along which to cut the core.  Special attention in veined areas must be
taken to ensure representative splits are made perpendicular and not parallel to
veins.

Geological
logging is very detailed and follows the geological legend on a regional scale.
 Once the core has been measured, marked, photographed and logged
geotechnically and geologically the core boxes are brought to the diamond saw
cutting stations.  The core is sawed in half.  One half of every
sample is placed into a heavy plastic bag.  The Splitter's Helper has
previously marked the drill hole and sample number on a plastic bag and inserted
the relative sample tag in the plastic bag.

Standard
Reference Material samples and blanks are inserted into the sample stream going
to the assay laboratory in a documented sequence on a frequency of approximately
1 in 20 samples.

A
Minera Penasquito truck transports the sacks to the ALS Chemex laboratories in
Guadalajara approximately once per week, where the samples are prepped and
pulped.  Pulps are sent to ALS Chemex labs in Vancouver where they are
assayed and checked.  At present ALS Chemex is WSC's primary assay lab.
 Check samples are sent to Acme Labs of Vancouver.

The
author of the Penasco Report reviewed sample preparation procedures on site
prior to shipment to the laboratory and is of the opinion that they are secure
and adequate.

An
independent sampling, preparation and assaying audit was not performed by the
authors of the technical reports.

The
quality assurance and quality control procedures ("QA/QC") reviewed by the
author of the Penasco Report were limited to procedures for sampling and
assaying of the most recent Phase 9 and 10 drilling programs, corresponding to
data derived from drillholes WC-101 through WC-179.  QA/QC procedures and
results from all prior drilling campaigns at Penasquito were reviewed by
SNC-Lavalin and documented in their 2003 and 2004 mineral resource estimate
reports.

A
series of standard, blank, duplicate and check assaying runs were carried out by
Western Silver for both Phase 9 and Phase 10.  The authors of both the
Pre-Feasibility Study and the Penasco Report have reviewed procedures and the
results of Western Silver's QA/QC program.



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9



Mineral
Resource and Mineral Reserve Estimates

Chile
Colorado Zone Mineral Reserve Estimate

The
Pre-feasibility Study prepared by M3 estimated a reserve for the Chile Colorado
deposit as shown in tabular form below:



|                   |            |                         | Grade                  
|------------------ | ---------- | ----------------------- | -----------------------
|                   | Tonnes     | NSR                     | Silver                 
|                   | (Millions) | (U.S.$
      per tonne) | (grams
      per tonne)
|Proven
      (1)   | 69.6       | $10.97                  | 45.31                  
|Probable
      (1) | 28.8       | $7.39                   | 25.96                  

(1)

Cut
off grade is U.S.$3.75 per tonne NSR.



The
conclusions of the Pre-feasibility Study are set forth in tabular form below:

|Initial
      Open-Pit Mine Design:                | 98.4
      million tonnes  
|-------------------------------------------------- | ---------------------------
|Mine
      Life:                                   | 13.5
      Years           
|Mine
      Throughput:                             | 20,000
      tonnes per day
|Average
      Stripping Ratio:                     | 2.41 to
      1            
|Initial
      Capital Cost:                        | U.S.$122,700,000           
|Sustaining
      Capital:                          | U.S.$41,700,000            
|Average
      Net Smelter Return:                  | U.S.$11.74
      per tonne 
|Operating
      Cost:                              | U.S.$5.63
      per tonne  
|Silver
      Cash Cost per Ounce:                  | U.S.$0.32                  
|Internal
      Rate of Rate After Tax 100% Equity: | 15.30%(1)                  
|Payback:                                           | 4.9
      years(1)         

(1)

Silver
U.S.$5.50, Gold U.S.$350

(2)

Silver
U.S.$7.00, Gold U.S.$400



Penasco
Deposit Preliminary Resource Estimate



The
Penasco Report confirmed that, in accordance with CIM Standards on Mineral
Resources and Reserves, Definitions and Guidelines, the quality of information
available for the Penasco deposit was sufficient for mineral resource
estimation and classification of the deposit into indicated and inferred
categories.  The mineral resource estimate represents the total in situ
and undiluted mineral resources for the Penasco deposit to the end of the
ten-phase drilling campaign.

Total
indicated and inferred resources are shown in tabular form below:

|                    | Tonnes  |  | NSR     |  | Grade              
|------------------- | ------- |  | ------- |  | -------------------
|                    | (Mt)(2) |  | $/tonne |  | Silver
      g/t(3)
|Sulphide
      Zone |         |  |         |  |                    
|Indicated(1)        | 124.3   |  | 9.43    |  | 27.5               
|Inferred(1)         | 84.3    |  | 9.25    |  | 26.0               
|                    |         |  |         |  |                    
|Oxide
      Zone(4) |         |  |         |  |                    
|Indicated           | 26.2    |  |         |  | 19.7               
|Inferred            | 8.0     |  |         |  | 15.3               

(1)

Cut
off grade is $3.75/tonne NSR.

(2)

Million
tonnes.

(3)

Grams
per tonne.

(4)

Cut
off grade is 5.0 grams per tonne silver.





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10



Interpretation
and Conclusions

The
 Pre-Feasibility Study completed by M3 for the Chile Colorado project
stated that the base case economic analysis indicate that an after-tax IRR of
15.3% can be achieved based on the scenario envisaged in the report.  The
NPV is $53,900,000 at an appropriately conservative discount rate of 10%.
Significant opportunities exist in the following:



- Exploration
    and testing of adjacent zones/deposits.
- Processing
    of oxide zone material.
- Increased
    precious metal recoveries.  Testwork is currently in progress to
    identify options that may lead to increases.
- Used
    equipment for grinding section.



Based
on the above, M3 recommended that this project be advanced to the Feasibility
Study level.



The
Penasco Report presents a mineral resource estimate for the Penasco deposit.
 No attempt is made to specifically characterize Penasco reserves or a
likely mining development scenario for the Penasco deposit.  The Penasco
deposit is not a development property and is not in operation.  The
adjacent Chile Colorado deposit has been investigated to a pre-feasibility level
of detail but is not in operation.  Given the proximity of the Penasco
deposit to the Chile Colorado deposit and the pre-feasibility level development
work done to date on that deposit, it is reasonable to expect that the two
deposits will be developed in concert with one another.

Exploration
and drilling is continuing actively at the Penasco zone to enhance knowledge of
geological controls and extents of mineralization.  It is anticipated that
this will result in an increase in resources at the measured and indicated level
of confidence.

Future
Exploration and Development

The
Companyintends to complete a
full feasibility study on the Penasquito Project, incorporating both the Chile
Colorado deposit and the Penasco deposit, which will include an environmental
impact assessment (including results of a ground water study), determination of
permitting requirements, geotechnical investigation and metallurgical testing,
additional resource estimation work, initial exploration program and
metallurgical testing for adjacent orebodies and development of an economic
model and mine plan.   As part of this process, the Company will
determine the extent of higher grade gold mineralization recently located in the
Penasco deposit and the potential for selective underground mining of this
higher grade gold mineralization.

If
the Company obtains a positive feasibility study, the Company will then proceed
to obtain the necessary permits for construction and commence pre-strip/oxide
development of the Penasquito Project.  As the evaluation process will
also include the Penasco deposit, further drilling will be undertaken to update
the resource estimate at Penasco.   Drilling to date has focussed on
three principal areas of the Penasquito Project:  the Chile Colorado
deposit, Azul zone (which includes the Azul Breccia zone, the Azul Northeast
zone and the Luna Azul zone) and the Penasco deposit.  As part of its
future drilling program, the Company proposes to conduct extensive additional
exploration on the Noche Buena, Azul Breccia and Azul Northeast zones, with a
total of 50,000 metres of drilling projected in calendar 2005 and a total budget
of approximately U.S.$5,000,000.



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11



RISK
FACTORS

An
investment in securities of the Company involves significant risks which should
be carefully considered by prospective investors before purchasing such
securities.  In addition to the other information set forth elsewhere in
this AIF, prospective investors should carefully review the following risk
factors:

The
Company has incurred losses.

The
Company has incurred net losses in the past and may incur losses in the future
and will continue to incur losses until and unless it can derive sufficient
revenues from its projects. Such future losses could have an adverse effect on
the market price of its common shares, which could cause investors to lose part
or all of their investment in the Company's shares.

The
Company currently depends on one principal exploration stage property.

The
Company is currently dependent on one principal mineral property, being its Penasquito Project, which is an exploration stage project. The
Penasquito
Project may never develop into a commercially viable ore body, which would have
a materially adverse affect on the Company's potential mineral resource
production, profitability, financial performance and results of operations.

The
Company is an exploration company and may never develop a commercially viable
ore body.

The
Company is in the exploration stage. None of the properties in which it has
interests are in commercial production. In order to obtain more reliable
information on which to base decisions about possible development of a property,
it is necessary to expend significant time and money, and many such properties
prove commercially unviable and not worth developing. Whether a mineral deposit
will be commercially viable depends on a number of factors, including the
particular attributes of the deposit, such as size, grade and proximity to
infrastructure; metal prices which are highly cyclical; and government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection. The impact of any one of these factors cannot be accurately
predicted, however, a combination of these factors may result in the Company not
receiving an adequate return on invested capital. Consequently, it is impossible
to ensure that the exploration or development programs planned by the Company,
or any of its joint venture partners, will result in a profitable commercial
mining operation. The Company may thus expend significant amounts of financing
and effort on any or all of its properties without reaching a stage of
commercial production, which could make it more difficult for the Company to
finance future operations.

The
Company may be unable to obtain additional financing to fund exploration and
development on its properties.

The
Company does not have sufficient financial resources available to undertake
development of the Company's projects. There can be no assurance that needed
future financing will be available in a timely or economically advantageous
manner, or at all. Failure to obtain sufficient financing may result in delaying
or indefinite postponement of exploration, development or production on any or
all of the Company's properties or even a loss of property interest, in which
case, the Company's ability to operate would be adversely effected. Failure to
obtain such additional financing could result in delay or postponement of future
exploration or development of its properties.



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12



Mineral
exploration and development activities are inherently risky.

The
business of mineral exploration and extraction involves a high degree of
geological, technical and economic uncertainty because of the difficulty of
locating a viable mineral deposit, the costs and other risks involved in
bringing a deposit into production and the uncertainty of future mineral prices.
Few properties that are explored are ultimately developed into production.

If
the Company's Penasquito Project or its other properties are found to have
commercial quantities of ore, the Company would be subject to additional risks
respecting any development and production activities.

Although
the Chile Colorado deposit of the Company's Penasquito Project has proven
reserves as defined in Canadian securities laws, the commercial viability of
developing the project will depend on the results of a full feasibility study,
which has been commenced but is not yet complete. The Penasquito Project does
not have proven reserves as defined in U.S. securities laws. At present, none of
the Company's other properties have a known body of commercial ore.

Unusual
or unexpected formations, formation pressures, fires, power outages, labour
disruptions, flooding, explosions, cave-ins, landslides and the inability to
obtain suitable or adequate machinery, equipment or labour are other risks
involved in extraction operations and the conduct of exploration programs.
Although the Company carries liability insurance with respect to its mineral
exploration operations, the Company may become subject to liability for damage
to life and property, environmental damage, cave-ins or hazards against which it
cannot insure or against which it may elect not to insure.

Western
Silver has not acquired surface rights.

The
Company does not presently own surface rights to the land required for any
mining on the Penasquito Project and has not yet entered into negotiations to
obtain the land. There is no assurance that the Company will obtain adequate
surface rights to permit development of the Penasquito Project.

Western
Silver is a passive foreign investment company for United States federal income
tax purposes.

Western
Silver believes that it is a passive foreign investment company for United
States Federal income tax purposes, and it expects to continue to be a passive
foreign investment company until it generates sufficient revenue from its
mineral exploration and extraction activities. If a United States Person
 holding Common Shares is treated as owning stock of a passive foreign
investment company, any gain recognized by such person upon a sale or other
disposition of Common Shares may be ordinary (rather than capital), and any
resulting United States federal income tax may be increased by an interest
charge. Rules similar to those applicable to dispositions generally will apply
to certain excess distributions in respect of a Common Share. A United States
Person generally may take steps to avoid these unfavorable United States federal
income tax consequences.

Fluctuation
of mineral prices may adversely affect the Company's financial results.

Factors
beyond the control of the Company may affect the marketability of any ore or
minerals discovered at and extracted from the Company's properties. Resource
prices have fluctuated widely, particularly in recent years, and are affected by
numerous factors beyond the Company's control including international economic
and political trends, inflation, currency exchange fluctuations, interest rates,
global or regional consumption patterns, speculative activities and increased
production due to new and improved extraction and production methods. The effect
of these factors cannot accurately be predicted.



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13



The
Company has no experience in placing properties into production.

The
Company has no experience in placing mineral deposit properties into production,
and its ability to do so will be dependent upon using the services of
appropriately experienced personnel or entering into agreements with other major
resource companies that can provide such expertise. There can be no assurance
that the Company will have available to it the necessary expertise when and if
the Company places mineral deposit properties into production.

Title
to the Company's properties or interests may be disputed.

The
acquisition of title to resource properties or interests therein is a very
detailed and time-consuming process. Title to and the area of resource
concessions may be disputed. There is no guarantee of title to any of the
Company's properties. The properties may be subject to prior unregistered
agreements or transfers and title may be affected by undetected defects. Title
may be based upon interpretation of a country's laws, which laws may be
ambiguous, inconsistently applied and subject to reinterpretation or change. The
Company has not surveyed the boundaries of any of its mineral properties and
consequently the boundaries of the properties may be disputed. The Company may
be unable to operate its properties as permitted or to enforce its rights with
respect to its properties.

The
Company must seek government approval to develop mines.

The
establishment, operation and terms of the joint ventures through which any
particular mineral property is to be explored or operated are all subject to
obtaining Mexican government approvals at various levels and for particular
matters, including mining rights, importation of equipment, hiring of labour,
and environmental regulations. The Company currently, either on its own or
though joint venture partners, has obtained licenses to conduct mineral
exploration activities, but will be required to obtain a mining license to, if
warranted, develop and conduct operations on any property. Depending on the
scope of the operation, its location and the particular issues involved, the
level of government from which approvals must be sought and the process involved
may vary potentially restricting the Company's operations. The process for
obtaining these approvals can be costly and lengthy.

Environmental
regulations may adversely affect the Company's projects.

The
Company's operations are subject to environmental regulations promulgated by
various Mexican government agencies from time to time. Violation of existing or
future Mexican environmental rules may result in various fines and penalties. As
Mexico's economy modernizes and expands, it is expected that regulations
covering environmental protection and the reclamation and remediation of
industrial sites would be strengthened which could increase the operating costs
in Mexico.



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14



Political,
economic and social conditions of Mexico may adversely affect the Company's
investments.

The
Company's investments may be adversely affected by political, economic and
social uncertainties in Mexico which could have a material adverse effect on the
Company's results of operations and financial condition. Certain areas of
Mexico have experienced and may continue to experience local political unrest
and disruption by the indigenous peoples which could potentially affect the
Company's projects. Changes in leadership, social or political disruption or
unforeseen circumstances affecting Mexico's political, economic and social
structure could adversely affect the Company's property interests or restrict
its operations. The Company's mineral exploration and development activities
may be affected by changes in government regulations relating to the mining
industry and may include regulations on production, price controls, labour,
export controls, income taxes, expropriation of property, environmental
legislation and safety factors.

The
Company's financial results may be adversely affected by foreign currency
fluctuation.

The
Company attempts to minimize the risks associated with Mexican currency
fluctuations by paying its expenses in Mexico in U.S. dollars. Since the Company's
financial results are reported in Canadian dollars and most of the Company's
financial assets are maintained in Canadian dollars, its financial position and
results are impacted by exchange rate fluctuations between the Canadian and U.S.
dollars and increases in the U.S. dollar relative to the Canadian dollar could
have a negative impact on operations. The Company does not engage in foreign
currency hedging transactions.

Statutory
and regulatory compliance is complex and may result in delay or curtailment of
Company operations.

The
current and future operations of the Company, from exploration through
development activities and commercial production, if any, are and will be
governed by laws and regulations governing mineral concession acquisition,
prospecting, development, mining, production, exports, taxes, labour standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. Companies engaged in exploration
activities often experience increased costs and delays in production and other
schedules as a result of the need to comply with applicable laws, regulations
and permits. The Company has received all necessary permits for the exploration
work it is presently conducting, however such permits are, as a practical
matter, subject to the discretion of government authorities and there can be no
assurance that the Company will be successful in maintaining such permits.
Further, there can be no assurance that all permits which the Company may
require for future exploration, construction of mining facilities and conduct of
mining operations, if any, will be obtainable on reasonable terms or on a timely
basis, or that such laws and regulations would not have an adverse effect on any
project which the Company may undertake.

Failure
to comply with applicable laws, regulations and permits may result in
enforcement actions thereunder, including the forfeiture of claims, orders
issued by regulatory or judicial authorities requiring operations to cease or be
curtailed, and may include corrective measures requiring capital expenditures,
installation of additional equipment or costly remedial actions. The Company may
be required to compensate those suffering loss or damage by reason of its
mineral exploration activities and may have civil or criminal fines or penalties
imposed for violations of such laws, regulations and permits. The Company is not
currently covered by any form of environmental liability insurance. See "Risks
associated with the Company's activities may not be insurable.", below.

Existing
and possible future laws, regulations and permits governing operations and
activities of exploration companies, or more stringent implementation thereof,
could have a material adverse impact on the Company and cause increases in
capital expenditures or require abandonment or delays in exploration.



---

15



Risks
associated with the Company's activities may not be insurable.

The
Company's business is subject to a number of risks and hazards and no
assurance can be given that insurance to cover the risks to which the Company's
activities are subject will be available at all or at commercially reasonable
premiums. The Company currently maintains insurance within ranges of coverage
which it believes to be consistent with industry practice for companies of a
similar stage of development. The Company carries liability insurance with
respect to its mineral exploration operations, but is not currently covered by
any form of political risk insurance or any form of environmental liability
insurance, since insurance against political risks and environmental risks
(including liability for pollution) or other hazards resulting from exploration
and development activities is prohibitively expensive. The payment of any such
liabilities would reduce the funds available to the Company. If the Company is
unable to fully fund the cost of remedying an environmental problem, it might be
required to suspend operations or enter into costly interim compliance measures
pending completion of a permanent remedy.

There
is substantial competition for mineral deposits where the Company conducts its
operations.

Significant
and increasing competition exists for mineral deposits in each of the
jurisdictions in which the Company conducts operations. As a result of this
competition, much of which is with large established mining companies with
substantially greater financial and technical resources than the Company, the
Company may be unable to acquire additional attractive mining claims or
financing on terms it considers acceptable. The Company also competes with other
mining companies in the recruitment and retention of qualified employees.
Consequently, the Company's revenues, operations and financial condition could
be materially adversely affected.

The
Company depends on key management and employees.

The
Company's development depends on the efforts of key members of management and
employees. Loss of any of these people could have a material adverse effect on
the Company. The Company does have consulting agreements with its key members of
management, which provide, among other things, that either party may terminate
on 30 days notice. The Company does not have key person insurance with respect
to any of its key employees.

The
Company's shares may experience price volatility.

Securities
markets have a high level of price and volume volatility, and the market price
of securities of many companies, including the Company, have experienced wide
fluctuations in price which have not necessarily been related to the operating
performance, underlying asset values or prospects of such companies. Factors
unrelated to the financial performance or prospects of the Company include
macroeconomic developments in North America and globally, and market perceptions
of the attractiveness of particular industries. The Company's share price,
financial condition and results of operations are all also likely to be
significantly affected by short-term changes in gold, silver, copper, lead or
zinc prices. There can be no assurance that continual fluctuations in metal
prices will not occur. As a result of any of these factors, the market price of
the Common Shares at any given point in time may not accurately reflect the
Company's long-term value.



---

16



Figures
for ore reserves and mineral resources upon which the Company relies are
estimates.

The
figures for ore reserves and mineral resources contained in this AIF are
estimates only and no assurance can be given that the anticipated tonnages and
grades will be achieved, that the indicated level of recovery will be realized
or that ore reserves will be mined or processed profitably. There are numerous
uncertainties inherent in estimating ore reserves and mineral resources,
including many factors beyond the Company's control. Such estimation is
largely a subjective process, and the accuracy of any reserve or resource
estimate is a function of the quantity and quality of available data and of the
assumptions made and judgments used in engineering and geological
interpretation. Short term operating factors relating to the ore reserves, such
as the need for orderly development of the ore bodies or the processing of new
or different ore grades, may cause the mining operation to be unprofitable. In
addition, there can be no assurance that gold, silver or copper recoveries in
small-scale laboratory tests will be duplicated in larger scale tests under
on-site conditions or during production. Fluctuations in gold, silver, copper,
lead or zinc prices, results in drilling, metallurgical testing and production
and the evaluation of mine plans subsequent to the date of any estimate may
require revision of such estimate. The volume and grade of reserves mined and
processed and recovery rates may not be the same as currently anticipated. Any
material reductions in estimates of ore reserves and mineral resources, or of
the Company's ability to extract these ore reserves, could have a material
adverse effect on the Company's results of operations and financial condition.

The
Company may encounter difficulties in conducting its business through foreign
subsidiaries.

Western
Silver is a holding company that conducts its business through foreign
subsidiaries, joint ventures and divisions, and substantially all of its assets
are held in such entities. Accordingly, any limitation on the transfer of cash
or other assets between Western Silver and its subsidiaries, or among its
subsidiaries, could restrict the Company's ability to fund operations
efficiently. Any such limitations, or the perception that such limitations may
exist now or in the future, could have an adverse impact on the Company's
valuation and share price.

The
Company may be unable to expand its operations on favourable terms to the
Company.

As
part of the Company's business strategy, it has sought and will continue to
seek new mining and development opportunities in the mining industry. In pursuit
of such opportunities, the Company may fail to select appropriate acquisition
candidates or negotiate acceptable arrangements, including arrangements to
finance acquisitions or integrate the acquired businesses and their personnel
into the Company. The Company cannot assure that it will be able to complete any
acquisition or business arrangement that it pursues, or is pursuing on
favourable terms, or that any acquisitions or business arrangements completed
will ultimately benefit the Company's business.

Changes
in critical accounting estimates could adversely effect the financial results of
the Company.

The
most significant accounting estimates for the Company relates to the carrying
value of its mineral property assets. The accounting policies in relation to
mineral policies are set out in full in the annual financial statements.
Management of the Company regularly reviews the net carrying value of each
mineral property. Where estimates of future net cash flows are not available and
where other conditions suggest impairment, management assesses if carrying value
can be recovered. Management's estimates of mineral prices, recoverable proven
and probable reserves, and operating, capital and reclamation costs are subject
to certain risks and uncertainties which may effect the recoverability of
mineral property costs. Although management has made its best estimate of these
factors, it is possible that changes could occur in the near term, which could
adversely effect the future net cash flows to be generated from the properties.
Another significant estimate relates to accounting for stock based compensation.
Option pricing models require the input of highly subjective assumptions
including the expected price volatility. Changes in the subjective input
assumptions can materially effect the fair value estimate, and therefore the
existing models do not necessarily provide a reliable single measure of the fair
value of the Company's stock options granted/vested during the year.



---

17

The
Company's shareholder rights plan may discourage certain transactions.

The
Company has adopted a shareholder rights plan (the "Rights Plan"). The
Rights Plan is designed to provide the Board of Directors of the Company with
the means to negotiate with an offeror and with sufficient time to seek out and
identify alternative transactions on behalf of the Company's shareholders. The
Rights Plan has not been proposed and adopted in response to, or in anticipation
of, any acquisition or take-over bid and is not intended to prevent a take-over
of the Company, to secure continuance of current management or the directors in
office or to deter fair offers for the common shares of the Company. The Rights
Plan may, however, increase the price to be paid by a potential offeror to
obtain control of the Company and may discourage certain transactions.

The
Company has not declared dividends and expects to retain any earnings.

No
dividends on the Company's common shares have been paid by the Company to
date. The Company anticipates that it will retain all future earnings and other
cash resources for the future operation and development of its business. The
Company does not intend to declare or pay any cash dividends in the foreseeable
future. Payment of any future dividends will be at the discretion of the Company's
Board of Directors after taking into account many factors, including the Company's
operating results, financial condition and current and anticipated cash needs.

Future
sales of common shares by its present shareholders and dilution of common
shares.

The
increase in the number of common shares in the market and the possibility of
sales of such shares may have a depressive effect on the price of the common
shares and the Company's ability to raise capital through future sales of
common shares. The Company has previously completed private placements at prices
per share which are lower than the current market price of the common shares.
Accordingly, a significant number of shareholders of the Company have an
investment profit in the common shares that they may seek to liquidate.
Substantially all of the common shares not held by affiliates of the Company can
be resold without material restriction whether in the United States and/or in
Canada. In addition, as a result of additional common shares in the market, the
voting power of the Company's existing shareholders will be diluted.

Risks
associated with conflicts of interest.

Certain
of the directors and officers of the Company also serve as directors and/or
officers of other companies or other managerial positions involved or related to
natural resource exploration and development and consequently there exists the
possibility for such directors and officers to be in a position of conflict. Any
decision made by any of such directors and officers involving the Company will
be made in accordance with their duties and obligations to deal fairly and in
good faith with a view to the best interests of the Company and its
shareholders. In addition, each of the directors is required to declare and
refrain from voting on any matter in which such directors may have a conflict of
interest in accordance with the procedures set forth in the Business
Corporations Act(British Columbia) and other applicable laws.

DIVIDENDS

The
Company has not paid any dividends on its common shares.  The Company may
pay dividends on its common shares in the future if it commences mining
operations and generates profits.  Any decision to pay dividends on common
shares in the future will be made by the board of directors on the basis of the
earnings, financial requirements and other conditions existing at such time.



---

18



GENERAL
DESCRIPTION OF CAPITAL STRUCTURE

The
authorized share capital of the Company consists of 100,000,000 common shares.
 As at February 14, 2005, 47,971,581 common shares of the Company were
issued and outstanding as fully paid and non-assessable shares.

The
holders of the common shares are entitled to receive notice of and to attend and
vote at all meetings of the shareholders of the Company and each common share
confers the right to one vote in person or by proxy at all meetings of the
shareholders of the Company.  The holders of the common shares, subject to
the prior rights, if any, of the holders of any other class of shares of the
Company, are entitled to receive such dividends in any financial year as the
board of directors of the Company may by resolution determine.  In the
event of the liquidation, dissolution or winding-up of the Company, whether
voluntary or involuntary, the holders of the common shares are entitled to
receive, subject to the prior rights, if any, of the holders of any other class
of shares of the Company, the remaining property and assets of the Company.

The
Company has a stock option plan pursuant to which the directors of the Company
are authorized to grant options to directors, officers, employees and
consultants of the Company and its subsidiaries.  As at February 14, 2005,
the following options were outstanding under the stock option plan:

Expiry
        Date
      Number
        of Options/Shares
      Exercise
        PriceOct.
        27, 2005
      100,000
      $2.00Nov.
        7, 2005
      150,000
      $2.00Feb.
        1, 2006
      75,000
      $2.00Oct.
        15, 2006
      200,000
      $1.50Oct.
        22, 2006
      100,000
      $2.00Mar.
        20, 2007
      507,500
      $1.00May
        7, 2007
      300,000
      $1.50Dec.
        9, 2007
      70,500
      $3.28July
        31, 2008
      27,500
      $4.33Dec.
        11, 2008
      40,000
      $6.00Jan.
        7, 2009
      62,500
      $7.30Jan.
        20, 2009
      230,000
      $6.80Mar.
        4, 2009
      267,500
      $9.54TOTAL
      2,130,500




There
are no outstanding warrants to acquire common shares of the Company.



MARKET
FOR SECURITIES

Trading
Price and Volume

The
Company's shares are listed for trading through the facilities of the TSX under
the symbol "WTC", and on the American Stock Exchange ("AMEX")
under the symbol WTZ.  During the 12 months ended September 30, 2004 and
the subsequent period to January 31, 2005, the Company's shares traded on the
TSX as follows:





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19



Month
      Volume
      High
      LowJanuary
        2005
      2,544,505
      $12.05
      $9.76December
        2004
      2,526,521
      $12.15
      $10.25November
        2004
      3,023,810
      $13.92
      $12.20October
        2004
      2,543,147
      $13.20
      $10.50September
        2004
      3,080,379
      $12.00
      $9.22August
        2004
      1,577,887
      $10.25
      $7.38July
        2004
      1,309,132
      $9.76
      $7.11June
        2004
      1,236,881
      $9.98
      $7.40May
        2004
      3,078,075
      $10.00
      $6.98April
        2004
      3,541,232
      $11.84
      $6.70March
        2004
      2,721,271
      $11.48
      $9.00February
        2004
      2,857,919
      $10.25
      $7.06January
        2004
      2,096,838
      $7.73
      $6.50December
        2003
      2,505,724
      $7.10
      $5.55November
        2003
      2,767,656
      $6.18
      $4.55October
        2003
      1,216,012
      $5.10
      $4.20




DIRECTORS
AND OFFICERS

Name,
Occupation and Security Holding

The
following table sets forth all current directors and executive officers as of
the date of this AIF, with each position and office held by them in the Company
and the period of service as such.  Each director's term of office
expires at the next annual general meeting of shareholders, to be held on April
4, 2005.



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20



Name,
        Position and Country of Residence(1)
      Principal
        Occupation During the Past 5 Years(1)
      Director,
        Officer or Shareholder Since
      Number
        of Shares and % of Class(1)DALE
        CORMAN (6)
        Director,
        Chairman of the Board and Chief Executive Officer
        USA
      Chairman
        of the Board and Chief Executive Officer of the Company.
      October
        31, 1995
      415,000,
        0.9%THOMAS
        C. PATTON (6)
        Director,
        President and Chief Operating Officer
        USA
      President
        and Chief Operating Officer of the Company.
      January
        1, 1998
      315,000,
        0.7%LAWRENCE
        PAGE, Q.C.
        Director
        and Secretary
        Canada
      Securities
        Lawyer.
      January
        28, 1997
      NilDAVID
        WILLIAMS(2)(3)(4)
        Director
        Canada
      President,
        Roxborough Holdings Limited, a private investment company.
      August
        10, 2003
      324,800,
        0.7%KLAUS
        ZEITLER(2)(3)(4)(5)
        Director
        Canada
      Senior
        Vice-president, Teck Cominco Limited from March, 1997 to October 2002.
      September
        18, 2000
      NilROBERT
        GAYTON(2)(3)(5)
        Director
        Canada
      Chartered
        Accountant; Vice-President Finance of the Company (1995 to Jan. 2004);
        financial consultant to the mineral exploration and technology
        industries since 1990.
      January
        1, 1996
      29,200,
        0.07%LEE
        BILHEIMER
        Director
        Canada
      Engineering
        consultant since 1994; formerly Vice-President Construction, Teck
        Cominco Limited.
      July
        25, 1997
      NilJONATHAN
        CLEGG
        Vice-president,
        Engineering
        Canada
      Mining
        Engineer.
      January
        20, 2004
      NilGERALD
        PROSALENDIS (6)
        Vice-president,
        Corporate Development
        Canada
      Corporate
        development consultant.
      January
        7, 2004
      NilJOSEPH
        LITNOSKY (6)
        Vice-president,
        Finance and Chief Financial Officer
        Canada
      Business,
        corporate development and financial consultant since 1987.
      January
        20, 2004
      NilJEFFREY
        GIESBRECHT (6)
        Vice-president,
        Legal and General Counsel
        Canada
      Securities
        and mining lawyer; General Counsel to Western Silver since 1998.
      July
        13, 1998
      3,000,
        0.01%


(1)

The
information as to country of residence, principal occupation, and shares
beneficially owned or controlled, not being within the knowledge of the Company,
has been furnished by the respective individuals.

(2)

Denotes
member of Audit Committee.

(3)

Denotes
member of Compensation Committee.

(4)

Denotes
member of Nominating Committee.

(5)

Denotes
member of Corporate Governance, Health and Safety Committee.

(6)

Denotes
member of Disclosure Committee.



F.
Dale Corman,B.Sc., P.Eng.

Chairman
& Chief Executive Officer



Mr.
Corman graduated with a Bachelor of Science degree in geology from Rensselaer
Polytechnic Institute in Troy, New York in 1961 and obtained Professional
Engineer status in Ontario in 1972.  He has 30 years experience as a senior
corporate officer of publicly listed companies and has extensive expertise in
mineral and geothermal exploration and development, property evaluation and
acquisition, project financing and corporate management.

Thomas
C. Patton,B.Sc., M.Sc., Ph.D.

President
& Chief Operating Officer



Dr.
Patton graduated from the University of Washington in 1971 (Ph.D.) and has since
worked with both junior and senior mining companies.  His exploration
efforts have concentrated on North America and have resulted in several
significant discoveries and reserve expansions of existing operations.
 Prior to joining Western Silver, Dr. Patton held senior positions with Rio
Tinto PLC and Kennecott Corporation., where he served as Senior Vice President,
Exploration and Business Development.  Dr. Patton is a member of the
Society of Economic Geologists and the American Institute of Mining &
Metallurgical Engineers.



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21



Lawrence
Page, B.A., LL.B., Q.C.

Director
& Secretary

Mr.
Page obtained his law degree from the University of British Columbia in 1964 and
was called to the Bar of British Columbia in 1965.  Thereafter he studied
labour law and industrial relations in Sydney, Australia as a Commonwealth
Scholar, returning to active practice in Vancouver in 1967.  In 1970, he
was a founding partner of Worrall Scott and Page where he practiced until 1995.
 Mr. Page was counsel for and a Director of Corona Corporation (now
Homestake) and Prime Resources Corporation which have brought into production
and operate Canadian gold mines.

Robert
J. Gayton,B.Comm., Ph.D., FCA

Director,
Audit Committee Member



Dr.
Gayton, F.C.A., graduated from the University of British Columbia in 1962 with a
Bachelor of Commerce and in 1964 earned the chartered accountant (C.A.)
designation while at Peat Marwick Mitchell.  Dr. Gayton joined the Faculty
of Business Administration at the University of British Columbia in 1965,
beginning 10 years in the academic world, including time at the University of
California, Berkeley, earning a Ph.D. in Business.  Dr. Gayton rejoined
Peat Marwick Mitchell in 1974 and became a partner in 1976 where he provided
audit and consulting services to private and public company clients for 11
years.  Dr. Gayton has directed the accounting and financial matters of
public companies in the resource and non-resource fields since 1987.  Dr.
Gayton is a director of several public companies.

Klaus
Zeitler,Ph. D.

Director,
Audit Committee Member



Dr.
Zeitler was Senior Vice President of Teck Cominco Limited from 1997 until 2002,
and previously was on the Board of Directors of Teck Corp. from 1981 to 1997 and
Cominco Limited from 1986 to 1996.  Dr. Zeitler remains active in mineral
exploration and development through a number of ventures in addition to Western
Silver.



David
Williams, MBA

Director,
Audit Committee Member



Mr.
Williams obtained a Master of Business Administration Degree from Queen's
University in 1964 and was a recipient of a Doctor of Civil Laws from Bishop's
University in 1966. Mr. Williams currently manages investments for a private
family holding company and is involved in community affairs, including Bishop's
University where the Faculty of Business and Economics is named in his honour.
He is a director of Bennett Environmental Inc., Metro One Telecommunications
Inc. and ReFocus Group Inc. and is a past director of Drug Royalty Corporation
Inc., Equisure Financial and Duff & Phelps.



Lee
Bilheimer,B.Sc., P.Eng.

Director



Mr.
Billheimer has served as a director of Western Silver since its creation, and
served as a consultant to the Company in the development of the Carmacks
project.  Mr. Billheimer was formerly Vice-president Construction for Teck
Cominco Limited and Vice President, Project Development for Cominco Alaska Inc.



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22



Jonathan
Clegg,P.Eng.

Vice-president,
Engineering



Since
receiving his degree in civil engineering from Cambridge University in 1974, Mr.
Clegg has nearly 30 years of experience in the design, management and
construction of mining related projects. This experience has encompassed all
phases of project development from initial studies to project start-up. Mr.
Clegg has also worked on infrastructure and petrochemical projects. From 1974 to
1979 Mr. Clegg worked in South Africa on a number of projects before joining
Kilborn Engineering. In 1979 he moved to Canada with Kilborn and remained with
the company until 2002. During the last ten years he held a number of positions
of responsibility with Kilborn; from 1999 to 2002 he was Vice President and
General Manager of Kilborn Engineering Pacific Ltd.



Joseph
Litnosky,B. Comm., C.M.A.

Vice-president,
Finance





Mr.
Litnosky obtained his degree in Commerce from the University of British Columbia
in 1986 and his Certified Management Accounting designation in 1990. He has more
than seventeen years of experience in business, corporate finance, and financial
management including four years as manager of Finance and Administration for
Billiton Metals Canada Ltd. and the BHP Billiton Investment Group; six years as
Chief Financial Officer for various junior mining companies; and, six years as
Chief Financial Officer for Glacier National Life Assurance Company, a Canadian
national insurance company.



Gerald
Prosalendis

Vice-president,
Corporate Development



Mr.
Prosalendis was Vice President of Corporate Development of Dia Met Minerals Ltd.
and was involved in developing the Ekati mine, Canada's first diamond mine, and
the sale of Dia Met to BHP Billiton for $687 million. Mr. Prosalendis has
consulted to Anderson & Schwab Inc., a mineral and business consulting firm
based in New York; is vice president of corporate development of Shear Minerals
Ltd.; a former business editor of The Vancouver Sun;former senior
counselor to James Hoggan and Associates, Western Canada's leading
communications firm.



Jeffrey
Giesbrecht,B. Eng., Ll.B.

Vice-president,
Legal



Mr.
Giesbrecht completed his degree in engineering geophysics in 1989 and worked in
mineral exploration throughout North America before receiving a law degree in
1994. During his legal career he has specialized in

mining
and securities law and has acted as Western Silver's General Counsel since 1998.



Control
of Securities

As
at February 14, 2005, the directors and executive officers of the Company as a
group beneficially owned, directly or indirectly, or exercised control or
direction over, an aggregate of 1,087,000 common shares of the Company,
representing approximately 2.3% of the issued and outstanding common shares of
the Company.  In addition, the director and executive officers of the
Company as a group held incentive stock options for the purchase of an aggregate
of 1,481,000 common shares in the capital of the Company, which options are
exercisable at between $1.00 and $9.54 per common share and expire between
November 7, 2005 and March 4, 2009.



---

23



Committees
of the Board of Directors

The
committees of the board of directors of the Company and the directors serving on
each of the committees are described below:

Audit
Committee

The
members of the Company's audit committee are Robert Gayton (Chairman), David
Williams and Klaus Zeitler, all three of whom are independent directors.
 The audit committee oversees the Company's financial reporting
obligations, financial system and disclosures.  It reviews the annual
financial statements, monitors and assesses the integrity of the Company's
internal control systems, meets with the Company's auditors and liaises between
the board of directors and the auditors.  The Company's auditors,
PricewaterhouseCoopers LLC, report directly to the Audit Committee.

Nomination
Committee

The
members of the Company's nomination committee are David Williams and Klaus
Zeitler, both of whom are independent directors. This committee is responsible
for reviewing the performance of the Company's CEO, CFO and COO, the Board as
a whole, and individual directors.  The committee also oversees the
orientation program for new recruits to the Board. In its report to the Board of
Directors, the committee recommends nominees for election to the Board of
Directors and from time to time recommends candidates to fill Board vacancies
and newly created Director positions.

Compensation
Committee

The
members of the Company's compensation committee are David Williams (Chairman),
Robert Gayton and Klaus Zeitler and. This committee is responsible for
determining the compensation to be paid to the Company's Board of Directors and
executive officers and for reviewing the corporate goals and objectives of the
executive officers.

Corporate
Governance, Environment and Safety Committee

The
members of the Company's corporate governance, environmental, health and safety
committee are Robert Gayton and Klaus Zeitler, both of whom are independent
directors.  This committee is responsible for developing the implementing
the Company's approach to corporate governance, including reviewing and adopting
a corporate disclosure policy and an insider trading policy. This committee's
mandate is also to develop, implement and monitor the Company's environmental
and safety practices.

Disclosure
Committee

The
Company has a disclosure committee comprised of the Chief Executive Officer
(Dale Corman), the Chief Operating Officer (Thomas Patton), the Chief Financial
Officer (Joe Litnosky) the Vice-president, Legal (Jeffrey Giesbrecht), and the
Vice-president, Corporate Development (Gerald Prosalendis).  This committee
is responsible for overseeing all of the Company's corporate disclosure, the
Company's corporate disclosure practices and the administration of the Company's
policy on corporate disclosure, confidentiality and insider and employee
trading.

The
Board of Directors has approved a Code of Business Conduct and Ethics that is
available on the Company's website at www.westernsilvercorp.com.



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24



Cease
Trade Orders, Bankruptcies, Penalties or Sanctions

Lawrence
Page, Robert Gayton, Thomas Patton and Jeffrey Giesbrecht were directors or
officers of Newcoast Silver Mines Ltd. at the date of a Cease Trade Order issued
by the British Columbia Securities Commission on September 30, 2003 and by the
Alberta Securities Commission on October 31, 2003 for failure to file financial
statements.  The orders were revoked on October 23, 2003 and March 25, 2004
respectively.

Lawrence
Page is a director and the President of Saturna Beach Estates Ltd., a private
company formed under the laws of British Columbia, Canada ("SBEL").
 This company conducts the business of a vineyard and winery.  On
August 17, 2004, SBEL obtained an Order from the Supreme Court of British
Columbia under the provisions of the Companies' Creditors Arrangement Act
(Canada) that allows the Company to continue to run the daily business affairs
of SBEL without creditor action during financial reorganization.

Other
than as disclosed above, none of the Company's directors or executive officers
or any shareholder holding a sufficient number of securities of the Company to
affect materially the control of the Company:

(a)

is,
as at the date of this AIF or has been, within the ten years before the date of
this AIF, a director or executive officer of any company, that while that person
was acting in that capacity;

(i)

was
the subject of a cease trade or similar order or an order that denied the
relevant company access to any exemption under securities legislation, for a
period of more than 30 consecutive days;

(ii)

was
subject to an event that resulted, after the director or executive officer
ceased to be a director or executive officer, in the company being the subject
of a cease trade or similar order or an order that denied the relevant company
access to any exemption under securities legislation, for a period of more than
30 consecutive days; or

(iii)

within
a year of that person ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was
subject to or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed to hold its
assets; or

(b)

has,
within the ten years before the date of this AIF, become bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency, or become
subject to or instituted any proceedings, arrangement or compromise with
creditors, or had a receiver, receiver manager or trustee appointed to hold the
assets of the director, officer or shareholder.

Conflicts
of Interest

Certain
of the Company's directors and officers serve or may agree to serve as directors
or officers of other reporting companies or have significant shareholdings in
other reporting companies and, to the extent that such other companies may
participate in ventures in which the Company may participate, the directors of
the Company may have a conflict of interest in negotiating and concluding terms
respecting the extent of such participation.  In the event that such a
conflict of interest arises at a meeting of the Company's directors, a director
who has such a conflict will abstain from voting for or against the approval of
such a participation or such terms and such director will not participate in
negotiating and concluding terms of any proposed transaction.  From time to
time, several companies may participate in the acquisition, exploration and
development of natural resource properties thereby allowing for their
participation in larger programs, permitting involvement in a greater number of
programs and



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25



reducing
financial exposure in respect of any one program.  It may also occur that a
particular company will assign all or a portion of its interest in a particular
program to another of these companies due to the financial position of the
company making the assignment.  Under the laws of the Province of British
Columbia, the directors of the Company are required to act honestly, in good
faith and in the best interests of the Company.  In determining whether or
not the Company will participate in a particular program and the interest
therein to be acquired by it, the directors will primarily consider the degree
of risk to which the Company may be exposed and its financial position at that
time.  See also "Description the Business - Risk Factors".

AUDIT
COMMITTEE INFORMATION

Audit
Committee Mandate

The
Company's audit committee has a charter (the "Audit Committee
Charter") in the form attached to this AIF as Schedule "A".

Composition
of the Audit Committee

The
following are the members of the Company's audit & risk management
committee:

|Robert
      Gayton (Chairman) | Independent
      (1) | Financially
      literate (1)
|------------------------------ | --------------------- | ------------------------------
|David
      Williams           | Independent
      (1) | Financially
      literate (1)
|Klaus
      Zeitler            | Independent
      (1) | Financially
      literate (1)



(1)

As
defined by Multilateral Instrument 52-110 ("MI 52-110").



Relevant
Education and Experience

A
description of the education and experience of each audit committee member that
is relevant to the performance of his or her responsibilities as an audit
committee member may be found above under the heading "Directors and Officers:
Name, Occupation and Security Holding".

External
Auditor Services Fees (By Category)

The
aggregate fees billed by the Company's external auditors in the 12 months ended
September 30, 2004 are as follows:

|Audit
      Fees | Audit
      Related Fees | Tax
      Fees | All
      Other Fees
|---------------- | ------------------------ | -------------- | --------------------
|$59,850          | Nil                      | $35,560        | $656                



LEGAL
PROCEEDINGS

The
Company is not a party to any legal proceedings and is not aware of any such
proceedings known to be contemplated.

INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No
director, senior officer or principal shareholder of the Company, or any
associate or affiliate of the foregoing, has had any material interest, direct
or indirect, in any transaction within the three most recently completed
financial years or during the current financial year prior to the date of this
AIF that has materially affected or will materially affect the Company.



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26



TRANSFER
AGENTS AND REGISTRARS

The
transfer agent and registrar for the common shares is Computershare Trust
Company of Canada, 510 Burrard Street, Vancouver, British Columbia, Canada, V6B
5A1 and Computershare Investor Services of Denver, Colorado.

MATERIAL
CONTRACTS

Contracts
of the Company, other than contracts entered into in the ordinary course of
business, that are material to the Company and that were entered into by the
Company within the most recently completed financial year or were entered into
prior to such year and are still in effect are listed below:

(1)

Agency
Agreement dated December 15, 2003 among Kingsdale Capital Partners Inc.,
Kingsdale Capital Markets Inc., Orion Securities Inc. and the Company pursuant
to which the Company raised $12,360,000 by private placement.

(2)

Underwriting
Agreement dated December 15, 2004 among Orion Securities Inc., CIBC World
Markets Inc., Kingsdale Capital Markets Inc. and the Company pursuant to which
the Company raised $64,831,250 pursuant to a prospectus offering.

INTERESTS
OF EXPERTS

Names
of Experts

PricewaterhouseCoopers
LLP ("PWC") at Suite 700, 250 Howe Street, Vancouver, British Columbia, V6C
3S7, are the auditors for the Company.  PWC certified the auditors'
report on the annual financial statements of the Company for the year ended
September 30, 2004.

Conrad
Huss, P.E. Ph.D. of M3 Engineering & Technology Corporation, an independent
consulting geologist and a "qualified person" for the purposes of
National Instrument 43-101, is the author responsible for the preparation of a
technical report dated March, 2004 as amended on November 8, 2004 and December
10, 2004, entitled "Western Silver Corporation - Penasquito
Pre-Feasibility Study".

Jerry
T. Hanks, P.E. of M3 Engineering & Technology Corporation, an independent
consulting geologist and a "qualified person" for the purposes of
National Instrument 43-101, is the author responsible for the preparation of a
technical report dated March, 2004 as amended on November 8, 2004 and December
10, 2004, entitled "Western Silver Corporation - Penasquito
Pre-Feasibility Study".

James
Marlow, P.Eng. of Marlow Mining Engineering Services, an independent consulting
mining engineer and a "qualified person" for the purposes of National
Instrument 43-101, is the author responsible for the preparation of a technical
report dated November 3, 2004 entitled ''Preliminary Resource Estimate for
the Penasco Deposit, Penasquito Project, State of Zacatecas, Mexico''.

Interests
of Experts

To
the knowledge of the Company, none of the experts named under "Names of
Experts", has received or will receive any registered or beneficial
interests, direct or indirect, in any securities or other property of the
Company or of one of the Company's associates or affiliates in connection with
the preparation or certification of any statement, report or valuation prepared
by such person.



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27



ADDITIONAL
INFORMATION

Additional
information relating to the Company may be found on SEDAR at www.sedar.com.

Additional
information, including directors' and officers' remuneration and
indebtedness, principal holders of the Company's securities, and securities
authorized for issuance under equity compensation plans, where applicable, is
contained in the Company's Information Circular for its most recent annual
general meeting of securityholders that involved the election of directors.

Additional
financial information is provided in the Company's consolidated financial
statements and management's discussion and analysis for the 12 months ended
September 30, 2004.



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28







SCHEDULE
"A" - AUDIT COMMITTEE CHARTER

Audit
Committee Charter(Adopted Dec. 9, 2002, Amended Feb.
9, 2005)

A.
Audit Committee Purpose

The
Board of Directors of the Corporation has an overall responsibility to oversee
the affairs of the Company for the benefit of the shareholders. The Audit
Committee is appointed by the Board to assist the Board in fulfilling its
oversight responsibilities. The Audit Committee's primary duties and
responsibilities are to:



- Ensure
    the effectiveness of the overall process of identifying and addressing
    principal business risk and the adequacy of the related disclosure
- Monitor
    the integrity of the Company's financial reporting process and systems of
    internal controls regarding finance, accounting and legal compliance
- Monitor
    the independence of the and performance of the Company's independent
    auditors
- Provide
    an avenue of communications among the independent auditors, management and
    the Board of Directors
- Encourage
    adherence to, and continuous improvement of, the Company's polices,
    procedures and practices at all levels



The
Audit Committee has the authority to conduct any investigation appropriate to
fulfilling its responsibilities, and it has direct access to the independent
auditors as well as anyone in the organization. The Audit Committee has the
ability to retain, at the Company's expense, special legal, accounting, or
other consultants or experts it deems necessary in the performance of its
duties.



B.
Audit Committee Composition and Meetings

Audit
Committee members shall meet the requirements of the TSX. The Audit Committee
shall be comprised of three or more directors as determined by the Board, each
of whom shall be independent non-executive directors, free from any relationship
that would interfere with the exercise of his or her independent judgement. All
members of the Committee shall have a basic understanding of finance and
accounting and be able to read and understand fundamental financial statements,
and at least one member of the Committee shall have accounting or related
financial expertise.



Audit
Committee members shall be appointed by the Board. If the Audit Committee Chair
is not designated or present, the members of the Committee may designate a Chair
by majority vote of the Committee membership.



The
Committee shall meet at least four times annually, or more frequently as
circumstances dictate. The Audit Committee Chair shall prepare and/or approve an
agenda in advance of each meeting. The Committee should meet privately in
executive session at least annually with management, the independent auditors
and as a committee to discuss any matters that the Committee or each of these
groups believe should be discussed. In addition, the Committee, or at least its
Chair, should communicate with management quarterly to review the Company's
financial statements and significant findings based upon the Auditors limited
review procedures, if any.



C.
Audit Committee Responsibilities and Duties - Detail

Review
Procedures



1.

Review
the Company's annual audited financial statements and management discussion
and analysis prior to filing or distribution. Review should include discussion
with management and independent auditors of significant issues regarding
accounting principles, practices and judgements.



2.

In
consultation with management and the independent auditors, consider the
integrity of the Company's financial reporting processes and controls. Discuss
significant financial risk exposures and the steps management has taken to
monitor, control and report such exposures. Review significant findings prepared
by the independent auditors together with management's responses.



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29





3.

Review
with financial management the Company's quarterly financial results and
management discussion and analysis prior to the release of earnings. Discuss any
significant changes to the Company's accounting principles and any items
required to be communicated by the independent auditors.



Independent
Auditors



4.

The
independent auditors are accountable directly to the Audit Committee. The Audit
Committee shall review the independence and performance of the auditors and
annually recommend to the Board of Directors the appointment of the independent
auditors or approve any discharge of auditors when circumstances warrant.



5.

Approve
the fees and other significant compensation to be paid to the independent
auditors, and pre-approve any non-audit services that the auditor may provide.



6.

On
an annual basis, the Committee should review and discuss with the independent
auditors all significant relationships they have with the Company that could
impair the auditor's independence.



7.

Review
the independent auditors audit plan and engagement letter.



8.

Prior
to releasing the year-end earnings, discuss the results of the audit with the
independent auditors.



9.

Consider
the independent auditors' judgements about the quality and appropriateness of
the Company's accounting principles as applied in its financial reporting.



Other
Audit Committee Responsibilities



10.

On
at least an annual basis, review with the Company's counsel, any legal matters
that could have a significant impact on the organization's financial
statements, the Company's compliance with applicable laws and regulations, and
inquiries received from regulators or governmental agencies.



11.

Annually
prepare a report to shareholders to be included in the Company's annual
information circular.  The Chairman of the Committee will review all
disclosure documents to be issued by the Company relating to financial matters,
including news releases, annual information forms and information circulars.



12.

Establish
procedures for the receipt, retention and treatment of complaints received by
the issuer regarding accounting, internal accounting controls, or auditing
matters, including the confidential, anonymous submission by employees of the
issuer of concerns regarding questionable accounting or auditing matters.







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EXHIBIT 99.4



CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the use in this Annual Report on Form 40-F of Western Silver Corporation ("Western Silver") of our report dated November 12, 2004 (except for Note 14 for which the date is December 23, 2004) relating to the financial statements of Western Silver.





/s/PricewaterhouseCoopers LLP



PricewaterhouseCoopers LLP

Chartered Accountants

Vancouver, British Columbia, Canada

December
23, 2004

1



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EXHIBIT 99.5





CERTIFICATIONS



I, Dale Corman, Chief Executive Officer of Western Silver Corporation (the
"Registrant"), certify that:



1.

I have reviewed this annual report on Form 40-F of the Registrant;



2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;



4.

The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) for the Registrant and have:



a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b.

Evaluated  the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and  procedures, as of the end of the period covered by this report based on such evaluation; and



c.

Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and



5.

The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function):



1



---





a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and



b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.



Date:  February 14, 2005









/s/Dale Corman



Dale Corman

Chief Executive Officer (principal executive officer)



2



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EXHIBIT 99.6





CERTIFICATIONS



I, Joseph Litnosky, Vice President, Finance of Western Silver Corporation (the
"Registrant"), certify that:



1.

I have reviewed this annual report on Form 40-F of the Registrant;



2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;



4.

The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) for the Registrant and have:



a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



b.

Evaluated  the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and  procedures, as of the end of the period covered by this report based on such evaluation; and



c.

Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and



5.

The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent function):



1



---





a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and



b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.



Date: February 14, 2005







/s/Joseph Litnosky



Joseph Litnosky

Vice President, Finance (principal financial officer)



2



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EXHIBIT 99.7





CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report of Western Silver Corporation (the
"Company") on Form 40-F for the period ended September 30, 2004 (the "Report") to which this certificate is an exhibit, we, Dale Corman, Chief Executive Officer of the Company, and Joseph Litnosky, Vice President, Finance of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:  February 14, 2005



/s/Dale Corman



Name:  Dale Corman

Title:  Chief Executive Officer (principal executive officer)



/s/Joseph Litnosky



Name:  Joseph Litnosky

Title:  Vice President, Finance (principal financial officer)



A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

1