U.S. SECURITIES &
EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) [   
]
               REGISTRATION STATEMENT PURSUANT TO
SECTION 12(b) OR (g) OF THESECURITIES EXCHANGE ACT
OF 1934 OR [X]
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
               1934  For
the fiscal year ended December 31, 2004  OR  [   
]
               TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from _____________ to _________________ Commission File Number:
0-29336 ATNA RESOURCES LTD. (Exact name of
registrant as specified in its charter)  Province of British
Columbia (Canada) (Jurisdiction of
incorporation or organization)  510  510 Burrard
Street Vancouver, British
Columbia V6C 3A8 Canada (Address of principal
executive offices) Securities
registered or to be registered pursuant to Section 12(b) of the Act: None Securities registered
or to be registered pursuant to Section 12(g) of the Act: Common Shares Without Par Value Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None I   Indicate
the number of outstanding shares of each of the Registrants classes of capital or
common stock as of the close of the period covered by the annual report:  Title of Each Class                                                                 Issued and Outstanding as at March 1, 2005  Common Shares without par value                     39,032,122 Preferred Shares without par value                     Nil  Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or 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.  [X]       
          Yes                 [   ]     No Indicate
by check mark which financial statements item the registrant has elected to follow: [X]       
          Item 17           [   ]     Item 18   II  TABLE OF CONTENTSPART I



1ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

1ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

1ITEM 3.

KEY INFORMATION

1ITEM 4.

INFORMATION ON THE COMPANY

5ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

20ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

24ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

34ITEM 8.

FINANCIAL INFORMATION

35ITEM 9.

THE OFFERING AND LISTING

35ITEM 10.

ADDITIONAL INFORMATION

37ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

46ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

46PART II



47ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

47ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS

47ITEM 15.

CONTROLS AND PROCEDURES

49ITEM 16.

AUDIT COMMITTEE FINANCIAL EXPERT AND CODE OF ETHICS

49PART III



51ITEM 17.

FINANCIAL STATEMENTS

51ITEM 18.

FINANCIAL STATEMENTS

51ITEM 19.

EXHIBITS

51SIGNATURES



52   i
  PART I ITEM 1.         IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS This Form 20F is being filed as an annual  report under the Exchange Act and, as such,  there is no  requirement  to provide any
information under this item. ITEM 2.          OFFER STATISTICS AND EXPECTED TIMETABLE This Form 20F is being filed as an annual  report under the Exchange Act and, as such,  there is no  requirement  to provide any
information under this item. ITEM 3.         KEY INFORMATION A.        Selected Financial Data The following table summarizes certain financial  information,  which is derived from and should be read in conjunction with the
audited  consolidated  financial  statements  included  elsewhere herein.  These consolidated  financial  statements include the
accounts of the Company and its wholly owned subsidiaries: Atna Resources,  Inc.,  incorporated in the State of Nevada,  U.S.A.
and Minera Atna Chile Limitada,  incorporated in Chile. The audited  financial  statements have been prepared in accordance with
Generally  Accepted  Accounting  Practices  (`GAAP') in Canada and conform in all material  respects with accounting  principles
generally accepted in the U.S.A. except as stated in Note 13 of the notes thereto.  The following  information should be read in
conjunction  with these  financial  statements and notes thereto,  included in Item 19 of this report.  All monetary data herein
is stated in Canadian dollars.  See Exchange Rates Data in this section. Year ended

Year ended

Year ended

Year ended

Year ended12/31/04

12/31/03

12/31/02

12/31/01

12/31/00$

$

$

$

$Interest income

115,315

65,167

97,209

510,138

571,709Other income

4,000

4,000

4,000

6,000

2,000Operating revenue

Nil

Nil

Nil

Nil

NilNet Loss

4,222,611

1,764,935

5,273,769

1,995,641

2,714,984Net Loss per common share

0.14

0.08

0.24

0.09

0.13Total Assets

14,258,164

13,547,416

13,031,685

18,142,690

19,777,648Long-term Debt

Nil

Nil

Nil

Nil

NilNet Assets

13,586,976

13,482,199

12,678,906

17,952,675

19,643,531Capital Stock

40,795,561

36,524,790

34,051,138

34,051,138

33,746,353Cash dividends per common

Nil

Nil

Nil

Nil

NilshareNumber of shares

38,950,872

30,194,667

21,757,037

21,757,037

21,108,557 Note:
(1)
          U.S. readers should refer to Note 13 of the audited
consolidated financial statements contained in this report for an
explanation of the material differences between Canadian and U.S.
generally accepted accounting principles,  and  a  presentation  of  figures  derived  by a  hypothetical  application  of  U.S.
                  accounting principles to those financial statements. 1  (2)
          Loss per share has been calculated using the weighted-average number of common
          shares outstanding during the period. Exchange Rate Data Unless otherwise indicated, all monetary references herein are denominated in Canadian Dollars. The exchange rates used herein were obtained from Bank of Canada; however, they cannot be guaranteed. As at March 1, 2005, the noon rate as quoted by Bank of Canada was Cdn$1.2429 equals US $1.00. The following table sets out the high and low exchange rates for each month during the previous six months. High for Period

Low for PeriodFebruary 2005

1.2584

1.2241January 2005

1.2470

1.1970December 2004

1.2407

1.1796November 2004

1.2224

1.1746October 2004

1.2755

1.2172September 2004

1.3140

1.2592  The following table sets forth the average exchanges rates for the past five years, expressed as Canadian dollars per U.S. dollars. Year

Average2000

1.48522001

1.54842002

1.57032003

1.40152004

1.3015 B.             Capitalization and
Indebtedness This Form 20F is being filed as an
annual report under the Exchange Act and, as such, there is no requirement to provide any
information under this item. C.             Reasons for the Offer
and Use of Proceeds This Form 20F is being filed as an
annual report under the Exchange Act and, as such, there is no requirement to provide any
information under this item. D.             Risk Factors The securities of the Company are
considered speculative due to the nature of the Companys business and the present
stage of its development. A prospective investor should consider carefully the following
factors: 2  Precious and Base Metal
Price Fluctuations The profitability of the
Companys operations is dependent upon the market price of certain precious and base
metals. The price of such metals or interest related thereto has fluctuated widely and is
affected by numerous factors beyond the control of the Company. These factors include
international economic and political conditions, expectations of inflation, international
currency exchange rates, interest rates, global or regional consumptive patterns,
speculative activities, levels of supply and demand, increased production due to new mine
developments and improved mining and production methods, availability and costs of metal
substitutes, metal stock levels maintained by producers and others and inventory carrying
costs. The exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in the Company not receiving an adequate return on
invested capital or the investment not retaining its value. Operating Hazards and
Risks Mining operations generally involve a
high degree of risk, which even a combination of experience, knowledge and careful
evaluation may not be able to overcome. Hazards such as unusual or unexpected formations
and other conditions are involved. Operations in which the Company has a direct or
indirect interest will be subject to all the hazards and risks normally incidental to
exploration, development and production of precious and base metals, any of which could
result in work stoppages, damage to or destruction of mines and other producing
facilities, damage to life and property, environmental damage and possible legal liability
for any or all damage. The Company maintains liability insurance in an amount that it
considers adequate for its operations; however, the Company may become subject to
liability for pollution, cave-ins or hazards against which it cannot insure or against
which it may elect not to insure. The payment of such liabilities may have a material,
adverse effect on the Companys financial position. Exploration and
Development There is no known body of commercial
ore on the Companys mineral properties. Development of the Companys properties
will only follow upon obtaining satisfactory exploration results. Mineral exploration and
development involves a high degree of risk and few properties explored ultimately are
developed into producing mines. There is no assurance that the Companys mineral
exploration and development activities will result in any discoveries of bodies of
commercial ore. The long-term profitability of the Companys operations will be in
part directly related to the cost and success of its exploration programs, which may be
affected by a number of factors. Substantial expenditures are required
to establish reserves through drilling, to develop metallurgical processes to extract
metal from ore and to develop the mining and processing facilities and infrastructure at
any site chosen for mining. Although substantial benefits may be derived from the
discovery of a major mineralized deposit, no assurance can be given that minerals will be
discovered in sufficient quantities to justify commercial operations or that the funds
required for development can be obtained on a timely basis. The marketability of any minerals
acquired or discovered may be affected by numerous factors which are beyond the
Companys control and which cannot be accurately predicted, such as market
fluctuations, the proximity and capacity of milling facilities, mineral markets and
processing equipment, and other factors such as government regulations, including
regulations relating to royalties, allowable production, importing and exporting minerals
and environmental protection. Calculation of Reserves
and Mineralization and Precious and Base Metal Recovery There is a degree of uncertainty
attributable to the calculation of reserves and mineralization and corresponding grades
being mined or dedicated to future production. Until reserves or mineralization are
actually mined and processed, quantity of mineralization and grades must be considered as
estimates only. In addition, the quantity of reserves and mineralization may vary
depending on metal prices. Any material change in quantity of reserves, mineralization,
grade or stripping ratio may affect the economic viability of the Companys
properties. In addition, there can be no assurance that precious or other metal recoveries
in small-scale laboratory tests will be duplicated in larger scale tests under on-site
conditions or during production. 3  Government Regulation Operations, development and
exploration on the Companys properties are affected to varying degrees by government
regulations relating to such matters as environmental protection, health, safety and
labour; mining law reform; restrictions on production; price controls; tax increases;
maintenance of claims; tenure; and expropriation of property. There is no assurance that
future changes in such regulation, if any, will not adversely affect the Companys
operations. Environmental Factors All phases of the Companys
operations are subject to environmental regulation in the various jurisdictions in which
it operates. Environmental legislation is evolving in a manner which will require stricter
standards and enforcement, increased fines and penalties for non-compliance, more
stringent environmental assessments of proposed projects and a heightened degree of
responsibility for companies and their officers, directors and employees. There is no
assurance that future changes in environmental regulation, if any, will not adversely
affect the Companys operations. Environmental hazards may exist on the
Companys properties unknown to the Company at present, which have been caused by
previous or existing owners or operator of the properties. Competition and
Agreements with Other Parties The mining industry is intensely
competitive at all phases, and the Company competes with many companies possessing greater
financial resources and technical facilities. Competition in the mining business could
adversely affect the Companys ability to acquire suitable producing properties or
prospects for mineral exploration in the future. The Company may, in the future, be
unable to meet its share of costs incurred under agreements to which it is a party and the
Company may have its interest in the properties subject to such agreements reduced as a
result. Furthermore, if other parties to such agreements do not meet their share of such
costs, the Company may be unable to finance the cost required to complete recommended
programs. Cash Flow The Company has no source of
operating cash flow to fund all of its exploration and development projects. Any further
significant work would likely require additional equity or debt financing. The Company has
limited financial resources and there is no assurance that additional funding will be
available to allow the Company to fulfil its obligations on existing exploration or joint
venture properties. Failure to obtain additional financing could result in delay or
indefinite postponement of further exploration and the possible, partial or total loss of
the Companys interest in certain properties. Conflict of Interest Certain directors and officers of the
Company are officers and/or directors of, or are associated with other natural resource
companies that acquire interest in mineral properties. Such associations may give rise to
conflicts of interest from time to time. The directors are required by law, however, to
act honestly and in good faith with a view to the best interests of the Company and its
shareholders and to disclose any personal interest which they may have in any material
transactions which is proposed to be entered into with the Company and to abstain from
voting as a director for the approval of any such transaction. Title to Assets Although the Company has or will
receive title opinions for any properties in which it has a material interest in Canada
and the U.S., there is no guarantee that title to such properties will not be challenged
or impugned. The Company has not conducted surveys of the claims in which its holds direct
or indirect interests and therefore, the precise area and location of such claims may be
in doubt. The Companys claims may be subject to prior 4 unregistered agreements or
transfers or native  land claims and title may be affected
by undetected defects. Native land claim settlements are more advanced in the Yukon
Territory than they are in British Columbia, and none of the Companys properties in
the Yukon Territory cover areas where the Federal Crown proposes to transfer mineral
rights to the First Nations. However, there is no guarantee that this will not change
before settlements are finalized. Mineral claim title in Chile is less certain than in
Canada and the U.S. The Chilean government makes no effort to establish true claim
ownership and allows recording of claims that may be layered on top of pre-existing
claims. An underlying claim may or may not lapse with non-payment of taxes. As a result,
establishing certainty of claim ownership is a difficult procedure and there is no
guarantee that claims the Company acquires in Chile will not be challenged or impugned.


Dividends


The Company has not, since the date
of its incorporation, declared or paid any dividends on its Common Shares and does not
currently intend to pay dividends. Earnings, if any, will be retained to finance further
growth and development of the business of the Company.


Resale of Shares


The continued operation of the
Company will be dependent upon its ability to generate operating revenues and to procure
additional financing. There can be no assurance that any such revenues can be generated or
that other financing can be obtained. If the Company is unable to generate such revenues
or obtain such additional financing, any investment in the Company may be lost. In such
event, the probability of resale of the shares purchased would be diminished.


ITEM 4.             INFORMATION ON
THE COMPANY


A.         History and
Development of the Company


Atna Resources Ltd. was incorporated
under the Company Act (British Columbia) on May 30, 1984, by registration of its
Memorandum and Articles under its present name. The Company was extra-territorially
registered in the Yukon Territory on April 13, 1995.


The Company formed Atna Resources,
Inc., (the US subsidiary), a wholly owned subsidiary, to act as its operating
arm for mineral interests in the United States. The U.S. subsidiary was incorporated under
and by virtue of the General Corporation Laws of the State of Nevada on December 8, 1987,
and its principal office is located at One East Liberty, Suite 424, P.O. Box 40817, Reno,
Nevada 89504, U.S.A.


The Company formed Minera Atna Chile
Limitada (the Chilean Subsidiary), a wholly owned subsidiary, to act as its
operating arm for mineral interests in Chile. The Chilean Subsidiary was incorporated
under the laws of Chile on March 30, 2001, and its principal office is located at Nueva
Tajamar 481, Torre Norte, Piso 21, Las Condes, Santiago, Chile.


The Company formed Atna Cayman Ltd.
(the Cayman Island Subsidiary), a wholly owned subsidiary, to act as an
intermediate holding company for the Company in holding all of the shares of its Chilean
subsidiary company and to act as the vehicle for arranging international commercial bank
finance for the development of the Chilean companys copper mining properties in
Chile. The Cayman Islands Subsidiary was incorporated under the laws of Cayman Islands on
June 22, 2001, and the principal office is located at Queensgate House, South Church
Street, P.O. Box 1234, George Town in the Island of Grand Cayman, Cayman Islands.
Subsequently, Atna Cayman Ltd. was wound up in 2004 and ceases to exist.


Unless the context otherwise
requires, the term Company in this report means Atna Resources Ltd. together
with its U.S. and Chile subsidiaries.


The head office of the Company is
located at 510-510 Burrard Street, Vancouver, B.C. Canada V6C 3A8. The address of the
registered and records offices of the Company is 1040  999 West Hastings Street,
Vancouver, B.C. Canada V6C 2W2.
5



B.         Business Overview


Atna Resources Ltd. commenced
operations in 1984. The Company is a mineral resource exploration company engaged
primarily in the business of acquiring and exploring resource properties with a particular
focus on base and precious metal deposits. During the period from 2000 to late 2002, the
Company was focused on exploring advanced staged copper properties in Chile with the
potential to generate near term profit and cash flow, and also on various precious metal
exploration prospects. Since September 2002, the Company re-emphasized gold exploration
projects and initiated a work program in Nevada. The Company has interests in properties
in Canada (British Columbia and Yukon Territory), in the United States (Arizona and
Nevada), and in South America (Chile). The Companys properties are currently at an
exploration stage. The Companys properties are not subject to any
mortgages and management is not aware of any encumbrances on any property.


C.         Organizational
Structure

The  Company  owns all of the issued and  outstanding  shares of the common  stock of Atna  Resources,  Inc.,  U.S.A.,  a Nevada
corporation.
The Company owns 99.999% of the
issued and outstanding shares of the common stock of Minera Atna Chile Limitada, a Chilean
corporation.


     D.    
          Property, Plant and Equipment


     1.    
          Pinson Mine Property, Humboldt County, Nevada.


     a.        
          Terms of Acquisition
The
Company entered into in an agreement effective August 12, 2004, with Pinson Mining Company
(a wholly owned subsidiary of Barrick Gold Corporation), whereby the Company may acquire
up to 100% interest in the Pinson Mine Property. The Company may acquire an initial 70%
interest in the Pinson Property by spending US$12 million over 4 years with a commitment
to spend US$1.5 million in the first year. Upon The Companys vesting with a 70%
interest in the project and delivering a preliminary feasibility study, Pinson may elect
to:1)

           Back-in to a 70% interest by spending an additional US$30 million on the
          project over a 3-year period, OR
2) Form a 70:30 joint venture, with the Company
          holding a 70% interest as Operator and each party contributing its share of
          further expenditures, OR
3) Offer to sell its remaining 30% interest to the
          Company for US$15 million, thus bringing the Companys interest in the
          project to 100%.b.          Location, Size, and
Access.
The
Pinson Mine property is located in Humboldt County, Nevada about 30 miles east of
Winnemucca. It is accessible by an all weather road leading about 10 miles north of the
Golconda Exit from Interstate Highway 80. within the Getchell Gold Belt in north-central
Nevadac.          History and Previous
Exploration

The
Pinson Mine property is located at the north end of the Battle Mountain 
Eureka/Cortez trend where it intersects the Getchell trend. The area is prolifically
mineralized with well over 24 million ounces of gold from past production and resources
reported from the Getchell, Turquoise Ridge, Twin Creeks, Lone Tree and Pinson operations.
The Pinson Mine produced over 987,000 ounces of gold from relatively low-grade oxidized
ore by open6



pit mining
methods,
prior to 2000. Gold production came from decalcified, locally silicified and/or
argillized, fine-grained, limy sedimentary rocks of the Cambrian aged, Comus Formation.
Mineralization is focused along and adjacent to the Getchell Fault zone, a major ore
control at the Getchell Mine to the north of the project. Gold mineralization at the
project is associated with elevated levels of mercury, arsenic, and antimony and may be
characterized as a Carlin-type gold system similar to the major producing gold mines in
the Getchell, Carlin, and Battle Mountain Gold Belts of northern Nevada.Between
1997 and 2003, Pinson and its predecessors drilled over 200 diamond and rotary drill holes
(>70,000 meters) on the property exploring for extensions of mineralization exposed at
the bottom of the mines several open pits. This work resulted in a number of
encouraging gold intercepts in several target areas.d.         Exploration Work



The
Company is exploring potential for the underground development of several known zones of
high-grade gold mineralization that dip below the Pinson open pit mines, where production
ceased in 2000. Samples of mineralized intersections from approximately 65 holes drilled
over the past 20 years were reassayed to enable integrating assay data into a systematic
database with appropriate standards and quality control.A
drill program began at the end of August, 2004, to define a resource and to acquire
geotechnical data in two target areas from near surface to a depth of 1,500  2,000
feet. Drilling focused more intensively on the relatively shallow portions of the CX zone,
which extends from the base of the CX pit and on the Range Front zone, which dips below
both the CX and the Mag pits. A total of 30 holes, including about 20,000 feet of reverse
circulation pre-collars and 10,000 feet of core tails were completed by the end of
February, 2005.A
resource estimate was carried out resulting in measured plus indicated mineral resources
totalling 500,000 ounces gold plus an additional 1,300,000 ounces gold of inferred mineral
resource. The resource is summarized at several cut-off grades in the following tables:Range Front and CX
Zones, Resource Estimate
0.15 Au opt cut-off

0.20 Au opt cut-off

0.25 Au opt cut-offGrade



Grade



GradeTons

Au opt

Tons

Au opt

Tons

Au optMeasured

446,000

0.27

319,000

0.30

213,000

0.34Indicated

1,313,000

0.30

1,148,000

0.32

860,000

0.36M+I

1,758,000

0.30

1,467,000

0.32

1,073,000

0.35andInferred

4,211,000

0.32

3,889,000

0.33

3,054,000

0.36
7


Range Front and CX Zones,
Total Contained Ounces
0.15 Au opt cut-off

0.20 Au opt cut-off

0.25 Au opt cut-offMeasured

119,000

97,000

73,000Indicated

400,000

371,000

306,000M+I

519,000

467,000

379,000andInferred

1,332,000

1,273,000

1,084,000


The
mineral resource estimate is based on assay results from 236,000 feet of drilling in 401
holes including the 30,000 foot drill program recently completed by the Company. The
estimate includes the Range Front and CX zones, which are two parallel zones of
mineralization 600 feet apart that dip below previously mined open pits. The block model
grade estimation is derived from the geologic interpretation and geostatistical analysis
of the drill hole sample data. Robert Sim, P.Geo., an independent geologist specializing
in mineral resource modelling and estimation and Qualified Person as defined by National
Instrument 43-101, is responsible for the resource estimate. The Company is unaware of any
environmental, permitting, legal, title, taxation, socio-political, marketing or other
factors that will have an adverse material impact on the mineral resource.The
Company plans to collar an adit during the second quarter of 2005 from within the CX pit,
which will provide access for underground definition and exploration drilling. This
program is designed to upgrade the inferred mineral resource to a measured and indicated
category through delineation drilling and to generate a mine plan by year-end. Underground
exploration drilling will test extensions of the CX and Range Front zones down-dip and
along strike. Underground development will also provide exploration access to explore
other areas of known mineralization, primarily in the hanging wall of the Range Front
zone. In addition to the planned underground program, surface drilling will resume during
the second quarter of 2005 to test additional targets on the Pinson property and the
shallowest portions of the Range Front zone.e.         Surface Plant and
Equipment

A
variety of equipment remains on the property including several small buildings, water
pipelines, and an electrical sub station. There is no complete inventory.2.         Triple Junction/Dixie
Fork, Nevada, USA


a.         Terms of Acquisition



The
Company exercised its option to purchase a 100% interest in the property, subject to a 3%
NSR (uncapped), in the 36 Triple Junction lode claims and 31 Dixie Fork lode claims
located at the south end of the Carlin Gold Trend in Elko county, Nevada, by paying an
aggregate of US$35,000 cash and issuing 100,000 common shares to RMIC Gold
(RMIC) prior to October 7, 2003. RMIC is entitled to receive 5% of any cash
proceeds received by the Company, to a maximum of US$500,000, in the event that the
Company transfers any part of its interest in the property to any arms length third
party.Through
an agreement dated September 7, 2004, the Company optioned the properties to Sahelian
Goldfields Inc. Sahelian may earn a 55% interest in the properties by drilling a minimum
of 15,000 feet and may increase its interest to 70% by completing a feasibility study on
the property. The Company retains the right to participate with either a 45 or 30 percent
interest, depending on Sahelians election.8




b.         Location, Size and
Access



The
Triple Junction/Dixie Fork property is located at the south end of the Carlin Trend 50 km
SW of Elko in north central Nevada, USA and consists of 31 lode claims for approximately
259 hectares (640 acres). The Triple Junction property is located approximately 6 km south
east of Dixie Fork and is comprised of 36 lode claims for approximately 286 hectares (707
acres).Access
to both properties is by 4-wheel drive roads off secondary highways.


c.         History and Previous
Exploration


Dixie Fork


There
is no record of exploration or mining at Dixie Fork, prior to acquisition by the Company.
The
Dixie Fork property is located in the Pinon Range, 19 km (12 miles) SSW of the Newmont
Mining Companys Rain/Tess/Saddle Mine complex, in Elko County, Nevada. The property
is situated along a major, WNW-trending, Rain Fault-parallel high-angle graben fault
structure. This structure separates younger, down-dropped Upper Plate black shales in the
interior of the graben from Lower Plate sandy strata of the Mississippian Chainman
Formation. Felsic dikes cut the Chainman strata near the bounding graben faults.
Mineralization is present at Dixie Fork in the form of argillically altered and pyritized
wallrocks, local barite, and anomalous pathfinder element geochemistry. The main gold
target is the contact of Mississippian Webb Formation with underlying Devonian
Devils Gate Limestone, adjacent to the graben fault structures.Triple Junction



Westmont
Gold staked claims over the Triple Junction area in the late 1980s, and made a
generalized outcrop geologic map of the region in 1988. They first drilled 12 shallow
rotary exploration holes into area targets in 1990-1991, and 8 holes in 1992.
Westmonts best drill hole intercept was 50 feet containing 0.045 ounce per ton gold,
in hole JW-90-08. Cameco acquired the property in the late 1990s and drilled several
holes. No subsequent exploration is known at Triple Junction, prior to its acquisition by
the Company.The
Triple Junction property is located in the Pinon Range, 22.5 km (14 miles) SSW of the
Newmont Mining Companys Rain/Tess/Saddle Mine complex, in Elko County, Nevada.
Triple Junction is situated along a major, NNW trending, high-angle graben fault
structure. This structure separates younger, down-dropped conglomerates of the Lower Plate
Diamond Peak Formation on the west side of the structure from uplifted,
conglomerate-bearing, silty to sandy strata of the Mississippian Chainman-Diamond Peak
Undivided complex to the east. Felsic dikes/plugs and barite veins cut the Chainman strata
near the bounding graben faults. Mineralization is present at Triple Junction in the form
of strong, argillically-altered wallrocks with local pyritization and barite. Surface gold
assay values, up to 7 grams per tonne gold, over widths of up to several meters occur on
the property. Strongly anomalous pathfinder element geochemistry is noted in rocks and
soils. The main gold target is the contact of Mississippian Webb Formation with the
underlying Devonian Devils Gate Limestone, adjacent to the NNW-trending control
fault structure.Mapping
and geochemical sampling in 2003 further defined the stratigraphy and alteration zones. A
gravity survey delineated areas of relatively shallow basement (Devils Gate)
stratigraphy and fault structures. No work was carried out in 2004.3.         Golden Cloud, Nevada,
USA


a.         Terms of Acquisition

The
Company entered into an agreement dated August 22, 2003 with Great Basin Gold Ltd.
(GBG) whereby GBG can earn a 70% interest in the property by paying the
Company an aggregate of US$400,000 (US$25,000 received) and incurring an aggregate of
US$2,500,000 in exploration expenditures prior to August 22, 2008, and by assuming all
option and underlying property maintenance payments.9


During
2004, GBG carried out 2,000 meters of drilling and intersected weakly anomalous
mineralization. GBG terminated the option agreement with the Company and the Company
subsequently returned the property to the underlying owner, retaining no further interest
in the ground.4.        Beowawe, Nevada, USA

a.         Terms of Acquisition



In
an agreement dated November 7, 2002, the Company obtained an option from Carl Pescio to
acquire a 100% interest in 95 Beowawe lode claims, subject to a 3% royalty on gold
revenue, less US$15 per realized ounce. To exercise this option, the Company has to pay to
the optionor an aggregate of US$80,000 (US$40,000 paid) in cash, allot and issue to the
optionor up to 150,000 (100,000 shares issued) common shares in three separate tranches of
50,000 shares each, and carry out a combined minimum 20,000 feet of exploratory drilling
on the Beowawe and/or Golden Cloud properties prior to November 6, 2005. Following the
exercise of the option, the Company will have to make annual advance royalty payments of
US$50,000 and US$75,000, respectively, for the first two years and US$100,000 each
subsequent year until the commencement of commercial production. A finders fee is
payable to a third party, equal to 5% of the first US$500,000 expenditures and payments
made by the Company during the first 2 years of the agreement, and 3% of all expenditures
and payments that are in excess of US$500,000 during the first two years of the agreement.
The finders fee is capped at US$500,000.In
an agreement dated March 26, 2003, the Company obtained an option to acquire a 100%
interest on 40 acres of fee land adjacent to the main Beowawe claim group, subject to a 3%
royalty on gold revenue, which can be purchased for US$250,000 or 700 ounces of gold,
whichever is greater, per percentage point. To exercise this option, the Company has to
pay the optionor an aggregate of US$42,500 (US$5,000 paid) in cash on or before December
1, 2006. Thereafter, the Company will pay a minimum royalty of US$5,000 on every December
1st anniversary.In
a separate agreement dated June 5, 2003, the Company obtained an exclusive lease and
option to acquire a 100% interest in 40 acres of fee land adjacent to the main Beowawe
claim group, subject to a 1% NSR royalty. The lease agreement requires the Company to pay
advance royalties of US$500 (paid) on signing the agreement, US$1,000 (paid) prior to June
2004 and US$2,000 each subsequent year until the commencement of commercial production.
The Company has the right to buy a 100% interest in the property, including surface and
mineral rights, at any time for US$250,000.The
Company entered into an agreement with Prospector Consolidated Resources Inc
(PRR) in July, 2004. PRR has the option to acquire a 60% interest in the
Beowawe property by issuing a total of 1,800,000 common shares to the Company and spending
US$750,000 on exploration over a three-year period. Upon completion of the work
commitment, PRR may increase its interest to 70% by completing a bankable feasibility
study. The Company will be granted a 40% interest in the properties that PRP holds
adjacent to the Companys claims when PRP earns its interest in the Beowawe property.b.         Location, Size and
Access



The
Beowawe property is located in Eureka and Lander Counties, Nevada, within the central part
of the Northern Nevada Rift, 105 km SE of Winnemucca and consists of 100 unpatented lode
claims and two patented, fee-land parcels for an approximate total area of 869 hectares
(2,146 acres).Access
to the property is by all weather gravel roads off secondary Highway 306 that originates
at
Interstate 80.
10



c.         History and Previous
Exploration

At
least 50 geothermal test holes were drilled in the Beowawe area during the period 1959 to
1985. The prime purpose of these holes was to identify geothermal energy resources at the
Beowawe geothermal field. The geothermal exploration work culminated in the construction
of an electrical generating plant in 1985. The plant currently produces 16 MW of
electricity from a field with a total capacity of 200 MW.During
the period 1983 to 1996, the project area was explored for gold mineralization, with a
total of 39 drill holes by Chevron, Bow Valley, WFD Limited, and North in the White Canyon
area. In 2000, Balaclava Mines Ltd. completed four holes on the property and in 2002 the
property was staked by Carl Pescio.The
Beowawe project is located in the central part of the Northern Nevada Rift, near the Mule
Canyon and Fire Creek deposits. The property covers the intersection of the Northern
Nevada Rift and the more locally prominent Malpais range-front fault zone, both of which
are normal faults active since the Miocene. The Malpais fault zone controls the location
of the Beowawe geothermal field near the western margin of the project area.Several
partly eroded and/or buried hot-spring sinter deposits, closely associated with multiple
zones of intense silicification and anomalous in gold and mercury, are exposed in the
footwall of the Malpais Fault, east of the hot springs. The east-west target trend is
comprised of a combination of sinter, silicification, extensive geochemical anomalies
(Au-Hg-As), and hot spring-type hydrothermal alteration along a seven-kilometer structural
trend east of the active hot springs including the previously mined Red Devil mercury
deposit. Previous operators intersected wide sections of anomalous gold at shallow levels,
including 502 ppb gold over 16.8m, and 130 ppb gold over 106m. Brecciated
quartz-chalcedony veins, up to 3.0m wide and trending ENE  WSW, are exposed at
surface. The Company will target bonanza style mineralization within these
veins at depth.Work
programs in 2003 included detailed mapping, sampling, and data compilation. The Company
conducted an induced polarization geophysical survey (IP), to evaluate areas of alluvial
or post-mineral volcanic cover, identifying several bonanza-grade epithermal vein targets.d.         Exploration Work



In
2004, a total of three holes were drilled to test the geothermal well gold anomalies and
targets in the White Canyon area. There was no encouragement warranting follow-up near the
geothermal wells. Geochemically anomalous mineralization and alteration were intersected
at White Canyon. Additional drilling is expected to be carried out in 2005 in the White
Canyon area and on other targets on the property.e.         Underground and
Surface Plant and Equipment



There
is no underground or surface plant or equipment on the Beowawe property, nor is there any
known commercial ore body.5.         Clover, Nevada, USA

a.         Terms of Acquisition



In
an agreement dated March 11, 2003, the Company obtained an option to acquire a 100%
interest in 22 claims on the Clover property, subject to a 3% NSR royalty, which can be
purchased for US$1,000,000 per percentage point. Terms of the agreement include cumulative
total payments to the vendor of US$305,000 (US$50,000 paid) over 7.5 years. In addition,
the Company agreed to retain the vendor as an independent consultant to perform services
on the property at11



a
daily rate of US$400 for at least 10 days per year during the first two years. The Clover
property is subject to a Finders Agreement dated February 10, 2003, amended April
22, 2003, whereby the Company agreed to pay a finders fee of $5,000 (paid) upon
execution of the acquisition agreement, and US$10,000 (paid) and US$20,000, respectively,
for the first two years after the agreement and US$30,000 on each subsequent anniversary
until the commencement of commercial production. The finders fee is capped at a
maximum of US$500,000.The
Company entered into an agreement dated August 15, 2003, with Newmont USA Limited
(Newmont), a subsidiary of Newmont Mining Corporation, whereby Newmont can
earn a 51% interest in the Companys Clover Property by incurring an aggregate of
US$2,500,000 in exploration expenditures and paying the Company an aggregate of US$195,000
(US$25,000 received) prior to November 1, 2010, and by making additional annual cash
payments of US$75,000 thereafter until production. This agreement was terminated in
February 2004.The
Company entered into a letter agreement with Grandcru Resources Corp. (GR)
whereby GR can earn up to a 55% interest in the project by issuing an aggregate of
1,000,000 common shares to the Company by June 1, 2007, incurring aggregate exploration
expenditures of $2,500,000 by June 1, 2008. GR may then earn an additional 15% interest by
completing a bankable feasibility study on the property.Grandcru
terminated its option in February 2005, The Company considers the targets were not
properly explored and will continue in efforts to advance the prospects in 2005.b.         Location, Size and
Access

The
Clover property is situated 68 km northeast of Winnemucca in Elko County, north-central
Nevada, and consists of 110 unpatented lode claims covering approximately 920 hectares
(2,273 acres).Access
is via all weather gravel roads off Nevada State Route 18 and accessed from Interstate 80
at the Golconda exit. Driving time from Winnemucca is approximately 45 minutes. A series
of poorly maintained dirt roads provide access to most areas of the property. The
topography on the property is moderate, rising to 6,400 feet above sea level off the 5,000
feet above sea level pediment covered valley bottom.c.         History and Previous
Exploration

Prior
to 1982, no record exists of historical exploration and/or development on the property,
although scattered prospecting pits and shallow shafts are seen within the claim area. In
1982, Nassau Minerals had claims in the area and completed geological mapping, rock
geochemical sampling, and drilled 8, shallow, reverse-circulation (RC) holes totaling
1,535 feet. Amax Gold joint-ventured the property from Nassau in 1987 and during 1988
completed additional geological/geochemical surveys and drilled 16 RC holes totaling 6,835
feet. Nassau joint ventured the property with Touchstone from 1989 to 1992 and completed 3
RC holes totaling 970 feet. Nassau dropped the claims in 1993.Gold
Fields/Santa Fe held claims in the property area in 1994 and conducted extensive sampling
and drilled 10 holes before dropping the property. Echo Bay acquired the property in 1995
and completed geological mapping, rock and soil geochemical sampling, ground magnetic and
IP geophysical surveys, and drilled 24 RC holes for 12,762 feet in 1996. In 1997, Romarco
Nevada Inc. joint ventured the property with Echo Bay, and in 1998 drilled 17 RC and
diamond holes for 9,471.5 feet.The
Clover prospect is a high-grade vein-hosted epithermal gold prospect, in a similar
geologic setting to Newmont Minings Ken Snyder mine (2.7 million tons averaging 1.12
oz./ton gold, and 12.82 oz/ton silver) located approximately 17 km to the west of the
property.Clover
is situated along the northern margin of the Midas trough, on the southwest flank of the
Snowstorm Mountains. The property is underlain by mid-Miocene aged, bi-modal volcanic
rocks on the western margin of the Northern Nevada Rift. These rocks are the stratigraphic
equivalents to the units that host bonanza veins in the Midas district. Altered rhyolitic
volcaniclastic rocks exposed throughout the property contain anomalous gold (20-70 ppb).12



Gold
mineralization occurs within a north-northwest trending, structurally complex corridor
named the Jake Creek trend. Drilling by previous operators intersected mineralized and
veined breccias and shear zones, with significant intercepts including 9.7m grading 25.3
g/t gold, and 3m grading 10.0 g/t gold. Mineralization occurs within two zones that are
largely open along strike and down-dip, associated with north-northwest striking reverse
fault breccias, as well as sub-vertical structures. High-grade float boulders grading up
to 30.9 g/t gold and 308.6 g/t silver in grab samples were discovered on the property
approximately two kilometers north-northwest of this drilling along the trend.Following-up
a regional airborne geophysical survey, Newmont Exploration conducted a ground CSAMT
geophysical survey across an extension of the north-northwest trending structural zone
hosting mineralization at the project. The survey included three geophysical test lines
oriented perpendicular to the trend of mineralized structures found in drill holes in the
southern portion of the property. Results of this survey indicate the possible presence of
altered rocks along the fault zone with potential for additional zones of mineralization.
Newmont did not drill test the geophysical anomaly.d.         Proposed Exploration
Work

The
Company is planning a drill program to test both extensions of known mineralization
encountered in previous drilling and the newly discovered geophysical anomaly found and
confirmed by the work completed in 2003 by Newmont Exploration.e.         Underground and
Surface Plant and Equipment



There
is no underground or surface plant or equipment on the Clover property, nor is there any
known commercial ore body.6.         Sno, Nevada, USA

a.         Terms of Acquisition




In
an agreement dated April 29, 2003, the Company obtained an option to acquire a 100%
interest in the 58 Sno lode claims, subject to a 3% royalty on gold revenue. To exercise
the option, the Company has to pay an aggregate of US$295,000 (US$15,000 paid) in cash
prior to April 10, 2008, allot and issue 50,000 common shares (issued) to the Optionor
upon the acceptance of notice of the agreement by the Toronto Stock Exchange, and carry
out 2,000m of exploratory drilling prior to April 10, 2006. Following the exercise of the
Option, the Company shall make additional cash payments of US$100,000 to the Optionor on
or before April 10, 2009, and on each subsequent year until the Commencement of Commercial
Production.The
Company entered into an agreement dated December 23, 2003, with Pacific Ridge Exploration
Ltd. (PEX) whereby PEX can earn a 60% interest in the Sno property by
incurring minimum expenditures of US$2,000,000, making payments to the underlying Optionor
totalling US$180,000 (US$20,000 paid) by April 10, 2007, and issuing to the Company an
aggregate of 1,000,000 common shares (100,000 received) of PEX by December 31, 2007.PEX
terminated its option in 2004 and the Company subsequently returned the property to the
underlying owner, retaining no further interest in the property.13



7.         Jarbidge, Nevada, USA


a.         Terms of Acquisition
By
an agreement dated December 5, 2003, the Company obtained an option to acquire a 100%
interest in 264 Jarbridge unpatented lode claims and 4 patented lode claims located in
Elko County, Nevada, by paying a total of US$600,000 (US$10,000 paid) to the Optionor by
December 5, 2009, and incurring aggregate exploration expenditures of US$300,000 by
December 5, 2006. The property is subject to a NSR ranging from 1.5-2.5%.By
an agreement dated December 15th, 2004, the Company obtained an option to
acquire 100% interest in 10 unpatented lode mining claims situated in the Jarbidge Mining
District, Elko County, Nevada, referred to as the Pavlak Group Option. The agreement calls
for an initial payment of US$2,100 upon execution (paid) and graduated annual payments
from $4,200 on the first anniversary to US$9,000 on the forth and future anniversary
dates. The Company may purchase the property and all retained royalty interest at anytime
for US$375,000. All annual payments apply to the purchase price as do any production
royalty payment due under the agreement. The property is subject to a 2.5% NSR production
royalty, until such time as the option to purchase is exercised by the Company.By
an agreement dated February 4th, 2005, the Company leased 8 patented lode
mining claims located in the Jarbidge Mining District, Elko County, Nevada, from Century
Gold LLC. The agreement calls for an initial payment to the property owner of US$5,000
(paid) and annual lease payments ranging from US$5,000 on the first anniversary up to
US$25,000 per year on the eighth anniversary and thereafter. The mining lease calls for a
5% NSR royalty and the Company has the option of purchasing one-half (2.5%NSR) of the
retained production royalty within the first ten years of the agreement for US$2,000,000.By
an agreement dated February 4th, 2005, the Company obtained an option to
acquire 100% interest in 6 unpatented lode mining claims located in the Jarbidge Mining
District, Elko County, Nevada, from the Big Ledge Group. The agreement calls for gradually
escalating annual payments ranging from an initial payment due on execution of US$1,500
(paid) to US$6,000 on the forth anniversary date and thereafter. The Company may purchase
100% interest in the property for $500,000 and all annual payments are considered advanced
royalty payments and recoupable from any actual production royalty payments due to the
owner. The property is subject to a variable royalty of 1.5% NSR on gold sales below $350
per ounce gold up to a maximum of 3.0% NSR when gold is sold at greater than $400 per
ounce.b.         Location, Size and
Access


The
Jarbidge property is located in northeast Nevada within Elko County, approximately 160
road kilometres north-northeast of the town of Elko, Nevada. Access is provided by state
and county maintained paved and gravel roads to the small town of Jarbidge located in the
centre of the mining district.The
project includes 12 patented lode, mining claims and 280 unpatented lode claims
encompassing an area of approximately 1,191.5 hectares (2,944 acres). This includes
1,170.5 hectares (2,892.3 acres) of unpatented lode mining claims and 21 hectares (51.7
acres) of patented lode mining claims.c.         History and Previous
Exploration



The
Jarbidge District was discovered in 1909. Total historic gold production, between 1910 and
1932, is estimated to be over 400,000 ounces of gold and 1.2 million ounces of silver.
Incomplete production records indicate the district was the source of approximately
818,181 tonnes of ore (900,000 short tons) with a recovered grade of 16.7g/t gold (0.486
ounce gold/ton) and 49g/t silver (1.43 ounces silver/ton).14


Since
the 1930s, little attention has been given to the district other than reconnaissance
exploration efforts for large, low-grade bulk minable gold-silver deposits. The district
is a classic example of a bonanza-grade, low-sulfidation, epithermal, volcanic hosted vein
system comparable to the Tertiary-age volcanic-hosted gold-silver Midas District in Nevada
(>2.0 million contained ounces of gold grading in excess of 34g/t gold, operated by
Newmont Mining) and the Republic District in Washington State (>3 million ounces gold
and 17 million ounces of silver in production through 1995-last operated by Hecla Mining
Company).Drilling,
in the district was completed by Freeport McMoran Exploration in the early 1980s
directed towards the discovery of a bulk minable disseminated gold deposit. Freeport
abandoned its efforts in 1982 after drilling six holes (1,441 meters). Freeports
best intercept was 2.2 g/t gold and 22.7 g/t silver over a length of 10.7 meters.
Following Freeports efforts, Moly Corp. entered the district and conducted an
evaluation for bulk minable gold deposits. Moly Corp. drilled 13 holes, totaling 1,414
meters in 1984. The best interval intercepted by Moly Corp was 1.5 meters grading
approximately 180 ppb gold.Mr. 

           John D. Bernt entered the district in the 1980s and began prospecting and
          acquiring land and developed a number of high-grade vein targets with supporting
          assay data from surface sampling. The Companys rock sampling include gold
          assays up to 1,000g/t gold from banded quartz-chalcedony vein samples.
          Reconnaissance sampling of vein exposures in the district, (up to 41 g/t gold)
          was performed by the Companys field crews in 2003. The Companys work
          program for 2004 included detailed surface soil and rock sampling and geologic
          and structural mapping of the district to determine the character of the
          historic ore shoots and the potential for undiscovered on-strike extensions. A
          permit application was submitted to the United States Forest Service to allow
          the Company to drill at up to 36 drill sites for a total of 72 drill holes
          totalling over 15,000 meters of drilling. The permits were designed to allow
          significant follow-up to an initial phase of drill testing.d.         Proposed Exploration
Work


The
Company is planning a 5,000 foot core drilling program for 2005 as an initial drill test
of the targets identified during 2004. Significant follow-up drilling may be carried out
if the initial results are encouraging. The timing of the commencement of drilling
activities on the project is controlled by the issuance of a formal decision on the
Companys permit application by the United States Forest Service. The 2005 work
program will also include follow-up surface geochemical sampling and continued geological
mapping to identify additional drill targets.e.         Underground and
Surface Plant and Equipment



There
is no underground or surface, plant or equipment of commercial value on the Jarbidge
property, nor is there any known commercial ore body.8.         Searchlight, Nevada,
USA
a.         Terms of Acquisition
By
an agreement dated January 17, 2004, the Company acquired a 100% interest in the 25
Searchlight claims located in Clark County, Nevada, by issuing 30,000 common shares of the
Company.b.         Location, Size and
Access

The
project is located approximately 1.5 kilometers north of the town of Searchlight in Clark
County, Nevada, and has excellent road access, with a paved, two lane interstate highway
(US95) passing through the claim block.The
Company currently holds 25 unpatented lode, mining claims at the project totaling
approximately 202 hectares (500 acres).15


c.         History and Previous
Exploration
The
district was discovered in 1897 and is credited with approximately 240,000 ounces of gold
and 352,000 ounces of silver production through 1953 when all recorded production ceased.
High-grade veins hosted by Tertiary-age rocks characterize mineralization in the district.
In the northern portion of the district, where the Companys land position is
located, the mineralization is characteristic of a low-sulfidation, epithermal,
bonanza-type vein system hosted by andesitic to rhyolitic volcanic rocks.
Quartz-chalcedony veins, stockwork zones and breccia silica flooding is present on the
Companys claim block and has returned values in excess of 3.0 g/t gold in
reconnaissance rock sampling.d.         Proposed Exploration
Work

A
program of surface sampling and geologic mapping is proposed for the 2005 season, followed
by geophysical surveys to define drill targets under alluvial and post-mineral volcanic
cover. Positive results will lead to a drill program to test for bonanza grade gold-silver
veins similar to those developed in the Bullfrog District in southern Nevada,
approximately 150 kilometres to the north of the Searchlight Project.e.         Underground and
Surface Plant and Equipment

There
is no underground or surface plant or equipment on the Searchlight property, nor is there
any known commercial ore body.9.         Lone Pine, Arizona, USA
a.         Terms of Acquisition


The
Company purchased a 100% interest in the three, patented Lone Pine claims for US$100,000
in cash.


b.         Location, Size and
Access
The
Lone Pine property is located near Prescott, Arizona, within the Big Bug Mining District.
The property consists of three patented claims for a total area of 61.98 acres (24.68 ha).
Access to the claims is via a short 4 x 4 road leading off Highway 69 between the towns
Mayer and Humbolt.c.         History and Previous
Exploration

The
property is centred on the old Lone Pine Mine which has had recorded historical production
of 2,170 tons at 0.2 oz/t gold, 3 oz/t silver, 6.45% copper. While lead and zinc were not
recovered, it has been estimated that the ore contained 1.5% lead and 5% zinc. The
volcanogenic massive sulphide (VMS) deposit, which had been explored underground to a
200-foot depth and over a 700-foot strike length, had never been drill tested. Additional
potential exists within the hanging wall for associated carbonate-chert-gold exhalite
mineralization.In
April 2001, three holes were drilled to test the depth extent of the mineralization.
Narrow sections of semi-massive to disseminated sulphide mineralization were intersected
in sericitic and iron carbonate altered rock, but no significant grades over significant
widths were indicated. No work has occurred on the property since 2001 and none is planned
for 2005.10.      Wolverine Properties,
Watson Lake Mining District, Yukon Territory

The
Company sold its 39.4% interest in the Wolverine properties to its former joint venture
partner, Expatriate Resources Ltd. (Expatriate) on May 31, 2004. The Company
received $2,000,000 in cash payments, 10,000,000 common shares of Expatriate, 5,000,000
warrants exercisable for 2 years at a price of $0.32 per share, and a net smelter royalty
on revenues from precious metals indexed to the price of silver. The royalty is 4% at a
price of US$5.00 per ounce of silver, increasing to 10% if the price of silver exceeds
US$7.50 per ounce.16



11.       Wolf Property, Watson
Lake Mining District, Yukon Territory


a.        Terms of Acquisition
By
Option Agreement dated September 28, 1995, as amended March 6, 1997, and December 10,
1998, the Company acquired an option to earn a 65% interest in the property from YGC
Resources Ltd. (YGC). Under the agreement, the Company had the right to
acquire an undivided 65% interest in the property by issuing 320,000 common shares or by
making total cash payments of $210,000 (cash paid) and by incurring cumulative exploration
expenditures of $1,500,000 over five years (incurred).The
Company fulfilled all requirements of the Agreement on December 11, 1998. All further work
will be conducted pursuant to a joint venture in which the Company and YGC will fund all
expenditures in proportion to their respective interests in the property. As a result of a
small program conducted during 2000 for which YGC failed to contribute its share of the JV
approved budget, YGCs interest in the property was diluted to 34.4% and the
Companys interest increased to 65.6%.b.         Location, Size and
Access

The
Wolf property covers a 4.5 kilometre strike length of altered felsic volcanic and
sedimentary rocks that host volcanogenic, stratiform barite-sphalerite-galena
mineralization. The property is located 85 kilometres south of Ross River, Yukon
Territory, and 65 kilometres west of the Wolverine deposit. The Wolf property consists of
18 claims for approximately 376 hectares. Access to the property is by helicopter from
Ross River.c.         History and Previous
Exploration

Mineralized
material*, as estimated by the Company in January 1999, is 4.1 million tonnes grading 6.2%
zinc, 1.8% lead and 84 g/t silver based on 31 drill intersections. The deposit is a
tabular body of banded massive sulphide mineralization that extends over a strike length
of 600 metres and a down-dip length of 500 metres. Sulphide mineralogy is composed
primarily of pyrite, sphalerite, galena, and rare chalcopyrite.*
Under the Canadian classification system (CIM) this material would be classified as an
Inferred Resource.Since
2000, when a clean-up program was conducted on the property, no work has been completed.


d.         Proposed Exploration
Work


No
work was done in 2004 and none is contemplated for 2005.


e.         Underground and
Surface Plant and Equipment
There is no
underground or surface plant or equipment on the Wolf property, nor any known
commercial ore body12.       Marg Property, Yukon
Territory



a.         Terms of Acquisition

The
Company purchased a 66.7% interest in the Marg property for $250,000 in cash on January
20, 2000, with Cameco Corporation (Cameco) owning the remaining 33.3%
interest. During 2004, the Company purchased the remaining 33.3% interest in the property
from Cameco for a payment of CDN$80,000, bringing the Companys total interest to
100%.17



On
March 1, 2005, the Company sold its 100% interest in the property to Yukon Gold
Corporation Inc. (Yukon Gold) for cash payments totaling CDN$1,600,000 and
400,000 common shares in Yukon Gold. The Company received an initial payment of $150,000
and 133,333 common shares in Yukon Gold. Subsequent payments are scheduled as follows:
$50,000 cash and 133,333 common shares on or before December 12, 2005; $100,000 cash and
an additional 133,334 common shares on or before December 12, 2006; $100,000 on or before
December 12, 2007; and $200,000 on or before December 12, 2008, payable as a combination
of cash or common shares. Upon the commencement of commercial production, Yukon Gold shall
pay the Company an additional $1,000,000 in a combination of cash and common shares.13.       Ty Property, Yukon
Territory
a.         Terms of Acquisition
By
agreement dated April 7, 2000, the Company acquired an undivided 30% interest in the
property for a cash consideration of $59,423 from Consolidated Pacific Bay Minerals Ltd.
(formerly Pacific Bay Minerals Ltd.).b.         Location, Size and
Access




The
Ty property is located in the Finlayson Lake area in southeastern Yukon Territory. The
property is comprised of 38 claims for 794 hectares. Access is by helicopter.c.         History and Previous
Exploration



The
Ty property is underlain by rocks similar to those which host the Wolverine deposit.
Previous work by Westmin Resources Ltd. included geochemical and geophysical surveys and
four diamond drill holes. The Company completed an initial program of geological mapping
and geochemical sampling during 2000. No work was completed in 2002, 2003 or 2004. No work
is planned for 2005.14.       Ecstall River
Property, Skeena Mining Division, British Columbia

a.         Terms of Acquisition

By
agreement dated December 16, 1993, the Company acquired a 100% interest in the property
from Falconbridge Limited (Falconbridge) in consideration of the payment of
$40,000 and the issuance of 100,000 common shares at a deemed price of $0.45 per share,
subject to a 3% Net Smelter Return Royalty (which may be bought down to 2%).b.        Location, Size and
Access

The
Ecstall River property is located about 75 kilometers southeast of Prince Rupert, B.C.,
and about 20 kilometers northwest of Kitkiata Inlet on Douglas Channel, near Ecstall Lake.
The property is comprised of 21 Crown Granted Mineral claims covering 400 hectares, and
two Crown Granted Mineral claims (surface rights) covering an additional 40 hectares.Access
to the property is by helicopter from Prince Rupert or Terrace, some 100 kilometers to the
north. Equipment could be barged to Kitkiata Inlet or up the Ecstall River to within a few
kilometers from the Ecstall deposit. Logging roads reach within 10 kilometers of the
property.18




c.         History and Previous
Exploration


The
principal mineral occurrence on the property, the Ecstall deposit, was discovered before
1900. The British Columbia Pyrites Company Limited investigated the deposit by tunneling,
and made a trial shipment of pyritic massive sulphide material to the Victoria Chemical
Works. In 1918 and 1919, the Granby Consolidated Mining, Smelting and Power Co. Ltd.
(Granby) explored the property, viewing it as a possible source of copper ore
for the Anyox smelter. Granby dropped its option in 1920, but re-acquired it and
subsequently, did more exploratory work before finally relinquishing the option in 1923.The
property was the subject of intermittent exploration, including underground exploration,
between 1937 and 1987 by Texas Gulf Sulphur Co., its affiliate, and corporate successors,
namely Falconbridge. This work defined a body of mineralized material estimated to contain
6.62 million tonnes grading 0.7% copper, 2.5% zinc, 20 g/t silver and 0.5 g/t gold.In
December 1993, the Company purchased the property from Falconbridge, and in 1994 undertook
additional exploration work. The Companys work included line-cutting, geological
mapping, soil and rock sampling in the Thirteen Creek area near the Ecstall deposit. Four
drill targets were chosen, but further work was postponed. No work has occurred on the
property from 1995 to the present, nor is any planned for 2005.15.       White Bull Property, Liard Mining Division, B.C.
a.         Terms of Acquisition



By
agreement dated April 27, 1995, the Company entered into a 50:50 Joint Venture agreement
with Jasper Holdings Co. (Jasper), and the claims were staked under this
agreement. On August 21, 1995, the Company purchased Jaspers 50% interest in the
property by issuing 25,000 common shares of the Company to Jasper.b.         Location, Size and
Access



The
White Bull property is situated in the Cassiar Mountains in north-central British
Columbia. The nearest towns are Dease Lake, 133 kilometres southwest, and Watson Lake, 140
kilometres north of the property. The property is comprised of 24 claim units, covering
approximately 600 hectares. Access is by helicopter from Dease Lake or Watson Lake.c.         History and Previous
Exploration



The
claims were staked to cover a large zone of alteration possibly associated with
sedimentary exhalative lead-zinc-silver mineralization in Paleozoic sedimentary rocks. The
Company carried out a program of detailed geological mapping and geochemical surveying in
1996. Additional mapping and geochemical sampling were carried out during 2004. No work is
planned for 2005.16.      Celeste, Chile


a.         Terms of Acquisition
Pursuant
to an agreement dated September 30, 2002, with Minera Teck Cominco Chile Limitada
(Teck-Cominco), the Company acquired a 100% interest in and to the Property
subject to a NSR royalty equal to 2% (uncapped) of net smelter returns from minerals
extracted from the Property, by paying a one-time fee of CH$3,700,000 (equivalent to
US$9,753). A land-use fee of US$50 per hectare is payable if the land surface is used for
waste, leach pads, or ancillary mining facilities.19


b.         Location, Size and
Access
Celeste
project is located in the Coastal Range of Northern Chile about 180 km north of Copiapo
and 50 km northeast of Chanaral port. The property consists of 24 mineral concessions of
approximately 3,501 hectares in area. Access to the project is by means of a state
maintained secondary road, about 20 km from regular paved highways. An airport for
commercial jets at El Salvador is 90 km by road from the project site. Barquito port is
located 55 km from the project.c.         History and Previous
Exploration



The
Property is adjacent to and on strike of the Cerro Negro Property owned by ENAMI and
previously optioned to the Company. The Company terminated its option on Cerro Negro
option in March 2003. Mining activity has been known in the area since the early
1900s. In 1960, the Cerro Negro Property was claimed by ENAMI, and subsequently
leased to small miners. Today, 24 such contracts are in place and small-scale mining of
higher-grade material is being carried out.Celeste
was explored in conjunction with exploration on the Cerro Negro property. The Cerro Negro
property fits with the class of deposits referred to as Iron Oxide Copper-Gold deposits.
In the case of Cerro Negro, copper mineralization is associated with magnetite and
specularite breccias and vein stockwork systems that occur over a 7 km strike length
following a northeast trending splay of the Atacama Fault Zone.Cominco
acquired the Celeste properties and drilled 14,000m, with numerous drill-holes
intersecting >1% copper sulphide mineralization on both the northern and southern ends
of the ENAMIs Cerro Negro claims. The Company drilled 3 holes on the Celeste
property in early 2003, prior to dropping its option on Cerro Negro. Work subsequently was
put on hold and the property is being maintained in good standing.d.        Proposed Exploration
Work
No
further work is proposed for 2005.


e.        Underground and
Surface Plant and Equipment
There
is no underground or surface plant on the Celeste property, nor any known commercial ore
body as defined by the U.S. Securities and Exchange Commission standards.17.      Other Properties
The Company owns some other
properties in the Yukon Territory, Nevada and Chile that are at an early stage of
exploration. The Company also conducts research into areas believed to have favourable
geology and carries out reconnaissance exploration in target areas where the potential for
making significant discoveries is high.


ITEM 5.     OPERATING AND
FINANCIAL REVIEW AND PROSPECTS


The following discussion of the
financial condition, changes in financial condition, and results of operations, of the
Company for each of the years in the three-year period ended December 31, 2004, should be
read in conjunction with the financial statements of the Company included in Item 17
 Financial Statements.


The Companys financial
statements are presented in Canadian dollars and have been prepared in accordance with
Canadian generally accepted accounting principles (GAAP). Material differences
between Canadian and U.S. GAAP, as applicable to the Company, are set forth in Note 13 to
the financial statements of the Company included in Item 17  Financial Statements.
20



A.         Operating Results


The Company has financed its
operations principally through the sale of its equity securities. As the Company does not
have any producing mineral properties, its only revenue source is interest income earned
from amounts on deposit. Interest income earned is dependent on the amount of funds
available for deposit and changes in the interest rates. Unless the Company is able to
acquire one or more advanced-stage properties with the potential to generate near term
profit and cash flow, or is able to obtain additional funds through the sale of its equity
securities, the amount of interest income earned is expected to decrease as the Company
continues to expend funds exploring its existing mineral properties.


Year Ended December 31,
2004 Compared to Year Ended December 31, 2003


During the 2004 fiscal year, the
Company incurred a loss of $4,221,611 ($1,764,935  2003; $5,273,769  2002),
resulting in basic and diluted loss per share of $0.14 ($0.08  2003; $0.24 
2002). The loss is inclusive of $1,359,561 loss from the sale of Wolverine property ($nil
 2003; $nil  2002); a write down of $40,537 ($191,267  2003; $nil 
2002) in Chiles value-added tax receivable; a write-down of $1,881,155 ($743 
2003; $1,824,956  2002) in mineral property costs; and a $nil ($32,799  2003;
$485,455  2002) write down of holdings in marketable securities. The Company
completed the sale of its minority stake in the Wolverine Joint Venture to Expatriate
Resources Ltd. (Expatriate) in October 2004, for $2 million cash, 10,000,000
units of Expatriate and a NSR on precious metals indexed to the price of silver.


The Company raised a net amount of
$3,648,757 ($2,099,277  2003; $nil  2002) in a private placement equity
financing during the fiscal 2004, by issuing 7,280,000 units. Each unit was comprised of
one common share and one-half of one transferable share purchase warrant. Each one whole
warrant entitles the holder to purchase one additional common share of the Company for a
period of 12 months, at a price of $0.70 per share. The Company received an aggregate
amount of $109,500 ($99,250  2003; $nil  2002) from the exercise of
employees stock options and $458,460 ($nil  2003; $nil  2002) from the
exercise of share purchase warrants.


Interest and other income for the
2004 fiscal year was $119,315 ($69,167  2003; $101,209  2002). The increase in
interest and other income was the result of the new investment policy adopted by the
Company in late 2004. The Company now invests a certain portion of its investments in bond
and income trusts funds instead of investing in short-term deposits only.


General and administrative expenses
for the 2004 fiscal year decreased to $896,057 ($929,001  2003; $1,072,641 
2002). During 2003, $175,175 of the expenses related to the termination of employment
agreements with three employees who were paid out by the issuance of 761,630 treasury
shares. During 2002, $378,356 of the 2002 expenses related to a one-time severance expense
in relation to the termination of four employees. If the severance expenses were excluded,
the general and administrative expenses for the 2004 fiscal year were increased by
$142,231 over 2003, and by $59,541 over 2002. The increase was primarily attributed to the
shareholder communications which increased to $363,859 ($176,922  2003 and $185,495
 2002) by the Company employing an external consultant to facilitate its promotional
activities in Europe and the increase in attending the various promotional exhibitions;
the wages and benefits of $202,546 ($139,464  2003 and $180,637  2002)
includes a one-time bonus of $33,000 paid to its President.


During 2003, the Company elected the
early adoption of the CICA released amendments to Section 3870 which resulted in a $94,770
($94,576  2003; $nil  2002) in stock-based compensation expense to the current
fiscal year. The Company previously disclosed stock-based compensation of $24,023 in 2002
as pro forma information.


Exploration and business development
for the 2004 fiscal year was $208,268 ($717,756  2003; $1,906,424  2002). The
reduction mainly reflects the Companys change in focus from regional exploration to
specific projects in exploring its gold properties in Nevada. Expenses include the
internal allocation of Company salaries based on time spent on this activity, fees charged
by outside consultants and engineering firms, and travel expenses related to due diligence
activities. Of the 2002 amount, $1,194,212 incurred in due diligence expenses related to
copper prospects in Chile, and $463,643 incurred in due diligence expenses related to a
project in Spain.
21



The Company incurred $3,073,956
($694,915  2003; $1,053,169  2002) in deferred exploration and acquisition
costs, which were partially offset by an amount of $331,000 received as option payments;
and a $28,006 received as management fees and reimbursement from third parties on Nevada
properties in 2004. Deferred exploration and acquisitions costs were offset by $70,050
received as option payments on Nevada properties in 2003. Offsets in 2002 totalled
$319,774 including $295,402 received from its partner and spent on the Chañarcillo
exploration program in Chile.


Year Ended December 31,
2003 Compared to Year Ended December 31, 2002


During the 2003 fiscal year, the
Company incurred a loss of $1,764,935 ($5,273,769  2002), resulting in basic and
diluted loss per share of $0.08 ($0.24  2002). The loss is inclusive of a write down
of $191,267 ($nil  2002) in Chiles value-added tax receivable; and a gain of
$4,665 (loss of $492,859  2002) in assets disposition; $nil ($78,098  2002)
write-off of the Companys investment in the VGCG limited partnership; and a write
down of $743 ($1,824,956  2002) in mineral property costs. Mineral property
write-downs in 2002 included $1,711,723 related to Chilean properties; $52,307 related to
Alaskan properties; and $60,925 related to British Columbian properties.


The Company raised a net amount of
$2,099,277 ($nil  2002) in private placement equity financing during the fiscal
2003, by issuing 6,571,000 units at a price of $0.35 per unit. Each unit was comprised of
one common share and one-half of one non-transferable share purchase warrant. Each one
whole warrant entitles the holder to purchase one additional common share of the Company
for a period of 12 months, at a price of $0.45 per share.


Interest and other income for the
2003 fiscal year was $69,167 ($101,209  2002). The reduction in interest and other
income was the combined result of the reduced interest rates and lower average balances of
cash and cash equivalents.


General and administrative expenses
for the 2003 fiscal year decreased to $723,077 ($1,008,644  2002). $175,175 of the
2003 amount related to the termination of employment agreements with three employees who
were paid out by the issuance of 761,630 treasury shares. $378,356 of the 2002 amount
related to a one-time severance expense in relation to the termination of four employees.
If the severance expenses were excluded, the general and administrative expenses for the
2003 fiscal year were $547,902 ($630,288  2002). The overall cost of operating
decreased primarily due to reorganization that took place in late 2002. The Company
anticipates an increase in 2004 due to the new office space in Vancouver and a new office
in Nevada, USA.


During 2003, the Company elected the
early adoption of the CICA released amendments to Section 3870, which resulted in a
$94,576 (nil $  2002) in stock-based compensation expense to the current fiscal
year. The Company previously disclosed stock-based compensation as pro-forma information.


Exploration and business development
for the 2003 fiscal year was $717,756 ($1,906,424  2002). The reduction mainly
reflects the Companys change in focus from advanced international development
projects to early stage exploration for gold in Nevada. Expenses include the internal
allocation of Company salaries based on time spent on this activity, fees charged by
outside consultants and engineering firms, and travel expenses related to due diligence
activities. Of the 2002 amount, $1,194,212 incurred in due diligence expenses related to
copper prospects in Chile, and $463,643 incurred in due diligence expenses related to a
project in Spain, and the balance of $248,569 incurred in general exploration expenses
related to other submittal projects in North America.


The Company incurred $694,915
($1,053,169  2002) in deferred exploration and acquisition costs related to
properties in Nevada. Deferred exploration and acquisitions costs were offset by $70,500
received as option payments on Nevada properties in 2003. Offsets in 2002 totalled
$319,774 including $295,402 received from its partner and spent on the Chañarcillo
exploration program in Chile.
22



Year Ended December 31,
2002 Compared to Year Ended December 31, 2001


During the 2002 fiscal year, the
Company incurred a loss of $5,273,769 ($1,995,641 for 2001), resulting in basic and
diluted loss per share of $0.24 ($0.09 for 2001). The loss is inclusive of a write down of
$1,824,956 ($3,113 for 2001) in mineral property costs, a $485,455 ($357,430 for 2001)
write down of holdings in marketable securities, and a $78,098 ($150,000 for 2001)
write-off of the Companys investment in the VGCG limited partnership.


Interest income for the 2002 fiscal
year decreased to $97,209 from $510,138 during the 2001 fiscal year. The reduction of
$412,929 was the combined result of the reduced interest rates and lower average balances
of cash and cash equivalents in 2002.


General and administrative expenses
for the 2002 fiscal year increased to $1,008,644 from $691,586 in 2001. The increase was
primarily attributed to one-time severance expenses of $378,356 in relation to the
termination of four employees in 2002; a $24,429 increase in rent and services expenses
was primarily attributed to a full year of operating costs incurred by the Companys
Chile office in 2002 as compared to six months of operating costs in 2001; a $18,352
increase in shareholder communications arose due to the increase in corporate investor
relations activities; and a $37,970 increase in wages and benefits occurred due to a
reduction of the amount of salaries capitalized to project costs. The $144,573 decrease in
professional fees was primarily attributed to the Company utilizing fewer external
consultants.


Exploration and business development
for the 2002 fiscal year increased to $1,906,424 from $1,296,510 for the 2001 fiscal year.
Expenses include the internal allocation of Company salaries based on time spent on this
activity, fees charged by outside consultants and engineering firms, and travel expenses
related to due diligence activities. Of the 2002 amount, $1,194,212 incurred in due
diligence expenses related to copper prospects in Chile, and $463,643 incurred in due
diligence expenses related to a project in Spain.


The Company incurred $1,053,169
($1,059,384 for 2001) in deferred exploration and acquisition costs, which were partially
offset by an amount of $7,517 ($183,128 for 2001) in grants received under a Yukon
government exploration incentive program, an aggregate of $295,402 ($nil for 2001) was
received from Apex Silver Mines Limited and spent on the Chanarcillo exploration program
in Chile, and a refund of $16,855 ($nil for 2001) in previously overpaid cash calls was
received from its partner in the Wolverine Joint Venture.


The $1,824,956 write-down of mineral
properties in 2002 ($3,113 for 2001) related to costs incurred in 2002 and prior years on
projects that no longer met the Companys criteria for further exploration. Of the
2002 write-off amount, $1,711,723 related to projects in Chile, $52,307 related to
projects in Alaska, U.S., and $60,925 related to projects in British Columbia, Canada.


B.         Liquidity and Capital
Resources


The Company has financed its
operations principally through the sale of its equity securities. As the Company does not
have any producing mineral properties, its only revenue source is interest income earned
from amounts on deposit. Interest income earned is dependent on the amount of funds
available for deposit and changes in interest rates. Unless the Company is able to obtain
additional funding through the sale of its equity securities, the amount of interest
income earned is expected to decrease as the Company continues exploring its existing
mineral properties.


The Company expects to obtain
financing in the future primarily through joint venturing its properties, equity
financing, and/or debt financing. There can be no assurance that the Company will succeed
in obtaining additional financing, now or in the future. Failure to raise additional
financing on a timely basis could cause the Company to suspend its operations and
eventually to forfeit or sell its interests in its properties.


The Company had a net working capital
position of $6,616,652 at December 31, 2004, compared to $3,704,283 at December 31, 2003
and $3,475,682 at December 31, 2002. The Companys current working capital position
provides it with sufficient liquidity to meet its 2005 budgeted operating requirements.
23



At December 31, 2004, the outstanding
stock options and share purchase warrants represented a total of 10,600,445 shares. The
exercise of these securities is completely at the discretion of the holders and the
Company has had no indication that any of these securities will be exercised.


C.         Research and
Development, Patents and Licenses, etc.


As the Company is a mineral
exploration company with no research and development, the information required by this
section is not applicable.


D.         Trend Information


As the Company is a mineral
exploration company with no producing properties, the information required by this section
is not applicable.


ITEM 6.         DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES


A.         Directors and Senior
Management


The members of the board of directors
and officers of the Company as at March 1, 2005, are as follows:

Name and Position in the



Principal Business ActivitiesRegistrant

Other Principal Directorships

Outside the CompanyGlen D. Dickson(1)(2)

Gold-Ore Resources Ltd.,

Chairman and CEO of Gold-OreChairman and Director

Cumberland Resources Ltd.

Resources Ltd.David H. Watkins

Ashton Mining of Canada Inc.,

NonePresident, Chief Executive

Maudore Minerals Ltd.,Officer and Director

Golden Goose Resources Inc.William J. Coulter(1)(2)

Commander Resources Ltd. (formerly

Chairman of CommanderDirector

Major General Resources Ltd.)

Resources Ltd.James K.B. Hesketh(1)(2)

Canyon Resources Corporation,

President and COO of CanyonDirector

Kalex Inc.

Resources Corporation andPresident of Kalex Inc.Wilson J. Barbour(1)

None

NoneDirectorWilliam R. Stanley

None

NoneVice President, ExplorationG. Ross McDonald

Corriente Resources Inc.,

Self-employed CharteredChief Financial Officer

Frontier Pacific Mining Corp.,

AccountantFjordland Explorations Ltd.Terry L. Owen

None

Self-employed IndependentVice President, Operations



Mining Engineer/ConsultantBonnie L. Whelan

Ascot Resources Ltd.

NoneCorporate Secretary
(1)    
          Member of the Audit Committee.
(2)     Member of the Compensation
          Committee.
There are no family relationships
between any of the directors and officers of the Company. There are no arrangements or
understandings with major shareholders, customers, suppliers or others, pursuant to which
any person referred to above was selected as a director or member of senior management.
24



The business experience, functions
and areas of experience of each director and officer, including activities performed
outside the Company are as follows:


Glen D. Dickson


     Mr.
          Dickson obtained his B.Sc. (Advanced) degree in Geology in 1974 and has been
          involved in mineral exploration continuously since then with a variety of
          Canadian major and junior exploration companies. As Senior Geologist with Asamera Minerals Inc. from 1987 to 1992, Mr. Dickson was responsible for the
          discovery of two large developing gold projects in northern Canada. In 1993, he
          successfully acquired the projects for Cumberland Resources Ltd. and joined that
          Company as President and Chief Executive Officer until 2002. He was instrumental
          in raising approximately $30 million for Cumberland and advancing the projects
          to the beginning of feasibility.


     Mr.
          Dickson is currently the Chief Executive Officer of Gold-Ore Resources Ltd., a
          junior exploration company focusing on early stage precious metal projects in
          Central America.


David H. Watkins


     Mr.
          Watkins is an international mining executive with 35 years experience in
          exploration and development, acquisitions and mergers, and mining operations.
          Mr. Watkins was President of Cyprus Exploration and Development Corporation and
          Senior Vice President, Exploration for Cyprus Amax Minerals Company for six
          years prior to joining the Company. Cyprus Amax (acquired by Phelps Dodge
          Corporation in 1999) was a U.S. based, Fortune 500, multi-national mining
          company, which produced copper, molybdenum, gold, lithium, and coal, and had
          annual revenue of US $3.2 billion.


     Mr.
          Watkins joined Falconbridge Copper Ltd. as an Exploration Geologist in 1977 and
          became Chief Geologist responsible for exploration in Quebec and mine operations
          at Lake Dufault and Opemiska in 1980. Mr. Watkins was appointed Vice President,
          Exploration in 1986 and rose to the position of President of Minnova Inc., the
          successor company to Falconbridge Copper, in 1991. Minnova was a base metal and
          gold mining company with five operating underground and open pit mines with
          2,000 employees in Quebec, Ontario and British Columbia. During Mr. Watkins
          tenure at Minnova, the Company experienced rapid growth and achieved a market
          capitalization of $500 million.


During the early part of his career,
Mr. Watkins worked with Newmont Mining and with Noranda as an exploration geologist in
various parts of the world, including Australia, Mexico, Ecuador, and Canada. He graduated
with a M.Sc. degree in Geology from Carleton University in Ottawa in 1970 and a B.A. in
Geology from Queens University at Kingston in 1967.


William J. Coulter


     Mr. Coulter has over 40 years of experience in the mineral resource sector. He has
          served as founding director, management, and shareholder of numerous junior
          mining, exploration and hydrocarbon companies, and has extensive experience in
          financing, mergers and acquisitions.


James K.B. Hesketh


     Mr. Hesketh has worked in all aspects of the mining industry over the past 23 years.
          Mr. Hesketh is presently the President and Chief Operating Officer of Canyon
          Resources Corporation and the President of Kalex Inc. a strategic and management
          consulting company.


     Mr. Hesketh was Vice-President and a principal mining engineer with NM Rothschild
          & Sons, prior to his involvement with Canyon Resources and Kalex Inc. Mr.
          Hesketh worked more than 10 years at Cyprus Amax Minerals Company in various
          roles, including Corporate Director of Business Development, where he directed
          technical and financial teams reviewing merger and acquisition opportunities.
          Mr. Hesketh worked at large porphyry copper operations in Arizona, and has held
          positions which include Mine Superintendent, SX-EW engineering, geology and
          support at the Sierrita Mine and Mine Superintendent at the Bagdad Mine. He also
          worked as a Project Manager on aspects of Cyprus coal, industrial
          minerals, and specialty metals businesses.
25



Before joining Cyprus, Mr. Hesketh
worked in a senior role with Pincock, Allen, & Holt, an internationally recognized
engineering and consulting firm. Prior to joining PAH, he worked as a mine manager at
several industrial minerals operations in Canada and Thailand.


Wilson J. Barbour


     Mr. Barbour worked as a senior executive officer with the Noranda organization for
          25 years. He was responsible for the management of investment funds, and gold
          and currency hedging programs. From 1987 to 1990, Mr. Barbour was CFO of the
          Hemlo Gold Mines and shared responsibility for financings, mergers and
          acquisitions. Mr. Barbour is presently a consultant to mining companies, where
          he advises on gold and currency hedging strategies.


William R. Stanley


     Mr. Stanley is a mineral exploration geologist with over 25 years experience in the
          mining industry. While the vast majority of Mr. Stanleys exploration
          experience is in the Western United States, he has also developed and led
          international exploration efforts in Mexico, Chile, and New Zealand. Mr. Stanley
          holds a Bachelor of Science degree in Geology, from Central Washington
          University, a Master of Business Administration from Arizona State University,
          and is a licensed professional geologist in the State of Washington, USA.


     Mr. 
          Stanley held increasing levels of responsibility with Homestake Mining Company
          from 1979 through 1993 and was responsible for several gold deposit discoveries,
          two of which were commercially viable and placed into production by Homestake.
          From 1993 through 2000, he was employed by Cyprus Amax Minerals Company as its
          United States Exploration Manager where he was responsible for exploration in
          the Great Basin, Alaska, and Mexico. Immediately prior to joining the Company in
          January 2004, Mr. Stanley was an independent mining consultant providing
          services to both major and junior exploration firms.


     G. 
          Ross McDonald


     Mr.
          McDonald is a self-employed chartered accountant with over 35 years of
          experience providing audit and tax services to small and medium sized businesses
          primarily in the mining industry. As Chief Financial Officer, Mr. McDonald will
          provide the Company with best practices in terms of financial reporting,
          internal controls and corporate governance.


Terry L. Owen


     Mr. 
          Owen is a 28-year veteran in the international mining industry. He has held a
          number of senior operations and project development positions, including Vice
          President of Engineering & Construction for Cyprus Amax Minerals, Inco
          Limited and Vice President Operations at Freeport Indonesia. Mr. Owen has
          developed over $3 billion in projects in multiple countries, including North
          America, Russia, Indonesia, Chile and Peru. His international operating
          background includes both underground and open pit mining. Mr. Owen is also
          President of T.Owen Consulting LLC. Mr. Owen holds a B.S. Mining Engineering and
          an advanced International Business Management Degree from Harvard Business
          School.


Bonnie L. Whelan


     Ms.
          Whelan has 17 years experience in the public resource sector in positions of
          senior officer, director and upper management. As the corporate secretary of the
          Company, Ms. Whelan will be engaged in public company administration which
          includes maintaining corporate compliance, legal filings, and office systems
          development and implementation.


The following table and accompanying
notes set forth all compensation paid by the Company to its directors and senior
management for the fiscal year ended December 31, 2004.
26



Annual Compensation



Long Term CompensationAwards

PayoutsSecurities


RestrictedOther



Under


Shares orAnnual



Options/


RestrictedCompen-



SARs
(3)


Share

LTIP(4)

All OtherName and Principal



Year
(1)


Salary



Bonus


sation



granted


Units

payouts

Compen-Position








($)



($)(2)


($)



($)


($)

($)

sation ($)David H. Watkins



2004


135,000



33,000


Nil



100,000
(6)

Nil

Nil

n/aPresident, ChiefExecutive Officer andDirectorWilliam J. Coulter



2004


n/a



Nil


Nil



50,000
(6)

Nil

Nil

n/aDirectorJames K.B. Hesketh



2004


n/a



Nil


Nil



50,000
(6)

Nil

Nil

n/aDirectorGlen D. Dickson



2004


n/a



Nil


Nil



50,000
(6)

Nil

Nil

n/aChairman andDirectorWilson J. Barbour



2004


n/a



Nil


Nil



50,000
(6)

Nil

Nil

n/aDirectorMichael Williams(7)



2004


5,617



Nil


Nil



Nil


Nil

Nil

n/aVice PresidentRobert J.





2004


7,083



Nil


Nil



Nil


Nil

Nil

n/aMcLeod(7)VP ExplorationTeresa Cheng





2004


72,000



Nil


Nil



50,000
(6)

Nil

Nil

n/aSecretary & ChiefFinancial OfficerWilliam R. Stanley



2004


112,996



Nil


Nil



250,000
(5)

Nil

Nil

n/aVP Exploration



















50,000
(6)
Notes:          

     (1)     Financial year for the period January 1 to December 31.
(2)    

           Bonus amounts are paid in cash in the year following the fiscal year in which
          they were earned.
(3)     Stock appreciation rights.
(4)     Long-term incentive plan.
(5)    

           Stock Options are exercisable at a price of $0.50 per share prior to January 9,
          2007.
(6)     Stock Options are exercisable at a price of $0.325 per share prior to
          April 20, 2007.
(7)     Resigned as officer and employee of the Company during the
          fiscal year ended December 31, 2004.No part of this compensation was paid
pursuant to a material bonus or profit sharing plan. There was no amount set aside for a
pension, retirement or similar benefits plans for any director or officer.


C.         Board Practices


1.          Date of Expiration of
the Current Term of Office


The Companys Board of Directors
is divided into three classes and the directors in each class have different terms of
office. The directors in each class are elected at an annual general meeting to hold
office for a term of three years or until their successors are duly elected or appointed,
unless such office is earlier vacated in accordance with the Articles of the Company or a
director becomes disqualified to act as a director. The authority to determine the number
of directors of the Company rests with the shareholders.
27



The Articles of the Company provide
that the number of directors, excluding additional directors, may be fixed or changed from
time to time by ordinary resolution whether previous notice thereof has been given or not.
Management proposes to determine the number of directors comprising the Board of Directors
at five and the approval of the shareholders is therefore being sought at the
Companys next Annual and Extraordinary General Meeting (the Meeting) to
be held on April 14, 2005.


Election of Directors


The Companys Board of Directors
presently has five members. At the Meeting to be held on April 14, 2005, two directors are
to be elected, to hold office for the term expiring at the Annual General Meeting in 2008
or until their successors are duly elected or appointed, unless his office is earlier
vacated in accordance with the Articles of the Company or he becomes disqualified to act
as a director.


The terms of office of the other four
directors who are not nominees for election expire at the Annual General Meetings in 2006
and 2007, respectively.
28



The information in the following table has been provided by the respective directors:Present principalOccupation, business or



Approx. no. of votingemployment and, if not



securities beneficiallyelected a director by a



owned, directly orvote of security holders,



indirectly or overoccupation, business or

First and Present

which direction orName, Country of

employment during the

Position with the

control is exercised(3)Ordinary Residence

past 5 years(2)

Company(1)Nominees for Election  Directors whose terms of office will expire at the Annual General Meeting in 2008William J. Coulter(4)(5)

Chairman and Chief

Director, Jun.01/1984 to

331,275
(6)Canada

Executive Officer,

dateCommander ResourcesLtd., Feb./2004 to date;President, Major GeneralResources Ltd , August1999 to Feb./2004.James K.B. Hesketh(4)(5)

President & COO, Canyon

Director, Sep.20/2001 to

25,000United States

Resources Corporation,

dateMar./2005 to date;President, Kalex Inc,Jun./1994-Feb./2005; VP &Principal Mining Engineer,NM Rothschild & Sons(Denver) Inc., Feb./2000-Jan./2004.Directors whose terms of office will expire at the Annual General Meeting in 2007David H. Watkins

President, Chief Executive

President and Chief

623,800Canada

Officer and Director of the

Executive Officer,Company.

Mar.22/2000 to dateDirectors whose terms of office will expire at the Annual General Meeting in 2006Glen D. Dickson(4)(5)

Geologist; Chairman and

Chairman and Director,

65,000Canada

Chief Executive Officer,

Dec.05/2002 to dateGold-Ore Resources Ltd.,Nov./2002 to date.Wilson J. Barbour(4)

Independent Financial

Director, May 20/2003 to

85,000Canada

Consultant.

date

     (1)
          For the purposes of disclosing positions held in the Company,
          Company shall include the Company and/or a parent or subsidiary
          thereof.(2)
          Unless otherwise stated above, each of the above-named nominees has held the
          principal occupation or employment indicated for at least five years.(3)
(4)
(5)
          Securities beneficially owned by directors are based on information
furnished to the Company by the nominees.
Member of Audit Committee.
Member of the Compensation Committee.(6)
          79,500 of these shares are registered in the name of Binjas Holdings Ltd. and
          22,000 of these shares are registered in the name of Jay Willy Trading Co. Ltd.,
          both non-reporting companies, controlled by William J. Coulter.29


2.          Termination of
Employment, Change in Responsibilities and Employment Contracts
During
the fiscal year ended December 31, 2004, there were no employment contracts between the
Company and any of its subsidiaries and its senior management and there were no
compensatory plans or arrangements, including payments to be received from the Company or
any of its subsidiaries, with respect to its senior management save and except as set
forth below:Michael
Williams resigned as Vice President, on January 31, 2004. Robert McLeod resigned as Vice
President, Exploration, on January 19, 2004 and William Stanley was appointed Vice
President, Exploration, on January 24, 2004.3.           Description of Board
Committees
The
Board has established two full-time committees, an Audit Committee and a Compensation
Committee. These committees are comprised entirely of unrelated directors. The Board has
adopted a charter with respect to its Audit and Compensation Committees and a Code of
Ethics for Officers, as more fully set forth below:1.          
Audit Committee
Charter


Purpose
          A.
               The Committee serves as the representative of the Board for the general
               oversight of the Companys affairs relating to:o     the internal controls and
management information systems of the Company
o     the quality and integrity of the
Companys financial statements
o     the Companys compliance with legal and
regulatory requirements
o     the auditors qualifications and independence; and
o     the
performance of the Companys internal audit function and auditors.
          B.
               Through its activities, the Committee facilitates open communication among
               directors, auditors and management by meeting in private sessions regularly with
               these parties.C.
               The Committee also provides oversight regarding significant financial matters,
               including borrowing, currency exposure, dividends, share issuance and
               repurchases, and the financial aspects of the Companys benefit plans.Committee Membership



The
Audit Committee of the Board of Directors (the Board) shall consist of at
least three directors. Each member of the Audit Committee shall meet the listing standards
relating to independence of the Toronto Stock Exchange (the Exchange) and all
other applicable regulatory authorities. Under the Sarbanes-Oxley Act, at least one member
of the Committee must be a financial expert, whose qualifications include
financial literacy, independence and accounting or related financial expertise. The Audit
Committee shall report to the Board. A majority of the members of the Committee shall
constitute a quorum. The members of the Audit Committee shall be appointed and replaced by
the Board.Meetings and Procedures

          A.
               The Audit Committee shall convene at least four times a year.B.
               It shall endeavor to determine that auditing procedures and controls are
               adequate to safeguard Company assets and to assess compliance with Company
               policies and legal requirements.30


Responsibilities

         The Audit Committee shall:
1.
Have the sole authority to select, compensate, oversee, evaluate and, where appropriate, replace the auditor.2.
Annually review the management arrangements for the Company.3.
Annually review and approve the proposed scope of each fiscal years internal and outside audit at the beginning of each new fiscal year.4.
Review and approve any audit and non-audit services and fees to be provided by the Companys auditor.5.
At, or shortly after the end of each fiscal year, review with the auditor and management, the audited financial statements and related opinion and costs of the audit of that year.6.
Review funding and investment policies, implementation of funding policies and investment performance of the Companys benefit plans.7.
Provide any recommendations, certifications and reports that may be required by the Exchange or applicable regulatory authorities including the report of the Audit Committee that must be included in the Companys
annual proxy statement.8.
Review and discuss the annual audited financial statements and quarterly financial statements with management and the auditor.9.
Have the authority to engage independent counsel and other advisers as it determines necessary to carryout its duties. The Company shall provide for appropriate funding, as determined by the Audit Committee, in its capacity
as a committee of the Board, for payment of compensation to any advisers employed by the Audit committee and to the auditor employed by the Company for the purpose of rendering or issuing an audit report.10.
Discuss with management and the auditor the Companys policies with respect to risk assessment and risk management.11.
Meet separately, periodically, with management and the auditor.12.
In consultation with the auditor and management, review the integrity of the Companys financial reporting process.13.
Review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.14.
Review with the auditor:(a)
any audit problems or other difficulties encountered by the auditor in the course of the audit process, including any restrictions on the scope of the auditors activities or on access to requested information, and any
significant disagreements with management; and(b)
managements responses to such matters.15.
Review and discuss with the auditor the responsibility, budget and staffing of the Companys internal audit function.16.
Report regularly to the Board. Such report to the Board may take the form of an oral report by the Chairman or any other member of the Audit Committee designated by the Audit Committee to make such report.17.
Perform a review and evaluation, at least annually, of the performance of the Audit committee. In addition, the Audit Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the
Board any improvements to this Charter that the Audit Committee considers necessary or valuable. The Audit Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.31
2.Compensation Committee Charter
Purpose
The Compensation Committee is appointed by the Board to discharge the Boards responsibilities relating to compensation to the Companys executive. The Compensation Committee has overall responsibility for
approving and evaluation the management, the compensation plans, policies and programs of the Company. The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Companys proxy
statement, in accordance with applicable rules and regulations.
Committee MembershipThe Compensation Committee shall consist of no fewer than three members, each of whom shall be a director of the Company. Each member of the Compensation Committee shall meet the listing standards relating to independence
of The Toronto Stock Exchange and all other applicable regulatory authorities. The Compensation Committee shall report to the Board. A majority of the members of the Compensation Committee shall constitute a quorum. The members of the Compensation
Committee shall be appointed and replaced by the Board.
Committee Authority and Responsibilities
1.
The Compensation Committee shall annually review and approve corporate goals and objectives relevant to compensation, evaluate managements performance in light of those goals and objectives, and determine
managements compensation levels based on this evaluation. In determining the long-term incentive component of management compensation, the Compensation Committee will consider the Companys performance and relative shareholder return, the
value of similar incentive awards to management at comparable companies, the awards given to management in past years, and other factors it deems appropriate.2.
The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of management compensation and shall have sole authority to approve the
consultants fees and other retention terms, all at the Companys expense.3.
The Compensation Committee shall annually review and determine the compensation of management, including incentive-compensation plans and equity-based plans.4.
The Compensation Committee shall annually review and approve, for management of the Company:(a)
the annual base salary level;(b)
the annual incentive opportunity level;(c)
the long-term incentive opportunity level;(d)
the terms of any employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate; and(e)
any special or supplemental benefits.5.
The terms of any employment agreements or contracts, including those for new hire, temporary employees or consultants, should be reviewed and approved by the Compensation Committee.6.
The Compensation Committee may form and delegate authority to subcommittees, when appropriate.327.
The Compensation Committee shall make regular reports to the Board.8.
The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually evaluate its own
performance.9.
The Compensation Committee, and each member of the Compensation Committee in his or her capacity as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information
prepared or presented to them by:(a)
officers and other employees of the Company, whom such member believes to be reliable and competent in the matters presented; and(b)
counsel, public accountants or other persons as to matters, which the member believes to be within the professional competence of such person.D. Employees


During the fiscal year ended December
31, 2004, the Company had four full-time employees.


E. Share Ownership


The following table sets forth the
share ownership of those persons listed in subsection 6.B above and includes details of
all options or warrants to purchase of the Company held by such persons at December 31,
2004:

# of CommonShares held at


# of StockName

March 1, 2005


Options

# of Warrants



Exercise Price

Expiry DateDavid H. Watkins

623,800


-

300,000


$
0.74

April 20/2005-


500,000

-


$
0.25

June 16/2006-


100,000

-


$
0.325

April 20/2007William J. Coulter

334,875
(1)

-

50,000


$
0.74

April 20/2005-


125,000

-


$
0.25

June 16/2006-


50,000

-


$
0.325

April 20/2007James K.B. Hesketh

25,000


50,000

-


$
0.22

Dec. 5/2005-


25,000

-


$
0.25

June 16/2006-


50,000

-


$
0.325

April 20/2007Glen D. Dickson

65,000


225,000

-


$
0.22

Dec. 5/2005-


25,000

-


$
0.25

June 16/2006-


50,000

-


$
0.325

April 20/2007Wilson J. Barbour

85,000


50,000

-


$
0.23

June 2/2006-


50,000

-


$
0.325

April 20/2007Teresa Cheng

175,060


-

20,000


$
0.74

April 20/2005-


175,000

-


$
0.25

June 16/2006-


50,000

-


$
0.325

April 20/2007

     (1)
          79,500 of these shares are registered in the name of Binjas Holdings Ltd. and
          22,000 of these shares are registered in the name of Jay Willy Trading Co. Ltd.,
          both non-reporting companies, controlled by William Coulter.Incentive Stock Options
Plan


The Company adopted an Employee
Incentive Stock Options Plan (the Plan) at the Annual General Meeting held on
April 12, 1996, as amended at the Annual General Meeting held on June 16, 2000, the Annual
and Extraordinary General Meeting held on June 8, 2001, and the Annual and Extraordinary
General Meeting held on May 20, 2003, where under up to a total of 3,934,000 common shares
may be allocated and reserved for option. As of the date hereof, 3,195,500 common shares
have been granted under the Existing Plan so that 738,500 common shares are available for
option under the Plan.
33



The Company will be seeking the
approval of the shareholders at the Meeting to be held on April 14, 2005, to increase the
number of shares that have been allocated and reserved for use in the Companys
Existing Plan from 3,934,000 to 5,000,000 shares. At the Meeting, the shareholders will be
asked to consider, and the directors, believing it to be in the best interests of the
Company, recommend the shareholders approve, a resolution whereunder the Companys
Existing Plan be deleted in its entirety and a new Incentive Stock Option Plan (the
Amended and Restated Plan) be adopted in its place and stead. A copy of the
Amended and Restated Plan is filed as an exhibit to this annual report.


All outstanding incentive stock
options will automatically be subject to the terms and conditions of the Amended and
Restated Plan. The Plan complies with the rules set forth for such plans by The Toronto
Stock Exchange (the Exchange) and provides for the issuance of options to
directors, officers and employees of the Company and its subsidiaries to purchase common
shares of the Company. The stock options are issued at the discretion of the Board of
Directors. The exercise price must not be lower than the market price of the
common shares on the Exchange at the time of grant. In the context of the Plan,
market price means the closing price of the Companys shares on the
Exchange at the close of trading which immediately preceded the time that the option was
granted. If the shares of the Company do not trade on such day, the market
price shall be the average of the bid and the ask prices on the previous trading
day.


The Plan also provides for a maximum
term of ten years for all options.


The objective of the Plan is to
provide for and encourage ownership of common shares of the Company by its directors,
officers and employees and those of any subsidiary companies so that such persons may
increase their stake in the Company and benefit from increases in the value of the common
shares. The Plan is designed to be competitive with the benefit programs of other
companies in the natural resource industry. It is the view of management that the Plan is
a significant incentive for the directors, officers and employees to continue and to
increase their efforts in promoting the Companys operations to the mutual benefit of
both the Company and such individuals.


ITEM 7.         MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS


A.         Major Shareholders


To the knowledge of the directors and
senior officers of the Company, there is no person beneficially owning, directly or
indirectly, or exercising control or direction over voting securities carrying more than
10% of the voting rights attached to any class of voting securities of the Company.


Tabled below is the distribution of
the registered shareholders of the Company at December 31, 2004, as provided by the
Companys transfer agent, Pacific Corporate Trust Company:

Country

Total Holders

%

Total Holdings

%USA

28

11.16

2,549,877

6.55Canada

221

88.05

35,800,995

91.91Other Countries

2

.080

600,000

1.54
34


B.         Related Party
Transactions


There were no related party
transactions for the last fiscal year.


Indebtedness to Company
of Directors, Executive Officers and Senior Officers


None of the directors, executive
officers and senior officers of the Company or any of its subsidiaries, proposed nominees
for election or associates of such persons is or has been indebted to the Company (other
than routine indebtedness) in excess of $25,000 at any time for any reason whatsoever,
including the purchase of securities of the Company or any of its subsidiaries.


C.         Interests of Experts
and Counsel


This Form 20F is being filed as an
annual report under the Exchange Act and, as such, there is no requirement to provide any
information under this item.


ITEM 8.         FINANCIAL
INFORMATION


A.         Consolidated
Statements and Other Financial Information


Financial Statements


Attached hereto are the audited
financial statements of the Company for the fiscal years ended December 31, 2004 and 2003.
The financial statements are accompanied by auditors reports and related notes. See
Item 17. Financial Statements.


Legal Proceedings


The Company has assigned its full
interest in the Jarbidge claims to Atna Resources Inc. (ARI), its wholly owned Nevada
subsidiary. ARI has been joined to a lawsuit pending in the Fourth Judicial District Court
of Elko County, Nevada. The Plaintiff is the underlying owner of the Jarbidge claims,
which are held under option by ARI. The action seeks to condemn a right of way on an
existing road across certain patented claims to provide access to the mineral claims held
under option by ARI. ARI is pursuing the action as well as exploring alternate means to
settle the litigation. The Management of the Company believes that the lawsuit has no
significant effects on the Companys financial position.


B.         Significant Changes


No significant changes have occurred
since the date of the annual financial statements included in this Annual Statement.


ITEM 9.         THE OFFERING AND
LISTING


A.         Offer and Listing
Details


The high and low closing prices in
Canadian Dollars for the Companys common stock are set forth below.
35



a.

For the five most recent full financial years: the annual high and low market closing prices:High



Low2000

$

0.85

$

0.3752001



0.59



0.242002



0.51



0.192003



0.62



0.212004



0.95



0.29b.

For the two most recent full financial years and any subsequent period: the high and low marketclosing prices for each full financial quarter:High



LowFiscal 2003First Quarter, ended 03/31/03

$

0.33

$

0.23Second Quarter, ended 06/30/03



0.285



0.21Third Quarter, ended 09/30/03



0.41



0.24Fourth Quarter, ended 12/31/03



0.62



0.34Fiscal 2004First Quarter, ended 03/31/04

$

0.56

$

0.40Second Quarter, ended 06/30/04



0.48



0.29Third Quarter, ended 09/30/04



0.49



0.35Fourth Quarter, ended 12/31/04



0.95



0.45Fiscal 2005First two months, ended 02/28/05

$

0.83

$

0.57c.

For the most recent six months: the high and low market closing prices for each month:High



LowSeptember 2004

$

0.48

$

0.40October 2004



0.64

$

0.45November 2004



0.95



0.61December 2004



0.87



0.70January 2005



0.79



0.65February 2005



0.83



0.57B.         Plan of Distribution


This Form 20F is being filed as an
annual report under the Exchange Act and, as such, there is no requirement to provide any
information under this item.


C.         Markets


The Companys common shares have
been listed and traded in Canada on the Toronto Stock Exchange under the symbol
ATN since March 14, 1996. In addition, the shares of Common Stock were listed
and traded on the Vancouver Stock Exchange on September 12, 1986, however, at the request
of the Company, due to relatively low trading volumes, they were de-listed from trading on
the Vancouver Stock Exchange on January 31, 1997.
36



D.         Selling Shareholders


This Form 20F is being filed as an
annual report under the Exchange Act and, as such, there is no requirement to provide any
information under this item.


E.         Dilution


This Form 20F is being filed as an
annual report under the Exchange Act and, as such, there is no requirement to provide any
information under this item.


F.         Expenses of the Issue


This Form 20F is being filed as an
annual report under the Exchange Act and, as such, there is no requirement to provide any
information under this item.


ITEM 10.         ADDITIONAL
INFORMATION


A.         Share Capital


At the Companys last Annual and
Extraordinary General Meeting held on May 13, 2004, the shareholders approved a special
resolution, altering and increasing the authorized share capital from 100,000,000 Common
Shares without par value to 150,000,000 Shares, divided into 100,000,000 Common Shares
without par value and 50,000,000 Preferred Shares without par value, having attached
thereto the Special Rights and Restrictions as set forth in the Articles of the Company.
The general effect of the alteration of the capital of the Company was the creation of
50,000,000 Preferred Shares without par value, having attached thereto Special Rights and
Restrictions. Briefly, the special rights and restrictions to be attached to the Preferred
shares would grant to the holders of such shares the right to receive dividends in
priority to the holders of the Common Shares, to priority on the winding up of the Company
and, in respect of any particular series of Preferred Shares, voting, redemption,
purchase, repayment of capital and voting rights, as determined by the directors by
resolution in creating such series.


Transition Under the
Business Corporations Act (British Columbia)


Effective March 29, 2004, the
Business Corporations Act (British Columbia) (the BCBCA) replaced the
previous Company Act(British Columbia) (the Old Act). As a
consequence, all British Columbia companies are now governed by the BCBCA. The BCBCA
modernizes and streamlines company law in British Columbia and represents an improvement
over the Old Act. Every British Columbia company must transition under the BCBCA within
two years from the coming into force of the BCBCA. Companies that have not completed the
transition cannot complete various corporate actions, including capital alterations and
name changes.


Increase of Authorized
Capital


As now permitted by the BCBCA,
the Company proposes to alter the Articles of the Company to increase the
authorized capital from 150,000,000 Shares divided into 100,000,000 Common
Shares without par value (the "Common Shares") and 50,000,000 Preferred shares
without par value (the "Preferred Shares") to an unlimited number of Common
Shares without par value and an unlimited number of Preferred Shares.
37



The BCBCA recognized
that companies should not be required to place limitations on their authorized capital
and, accordingly, the ability to maintain an unlimited authorized capital is one of the
advantages offered by the BCBCA. Therefore, the Company will seek the approval of not less
than 75% of the votes cast by the shareholders present at the Meeting, to be held on April
14, 2005, in person or by proxy, to increase the authorized capital to an unlimited number
of common shares without par value and an unlimited number of preferred shares without par
value.


The table presented below reports on
the current authorized capital of the Company.

Designation of Security

Authorized


Outstanding as at Dec. 31, 2004


Outstanding as at March 1, 2005$40,795,561


$40,828,423Common Shares

100,000,000


(38,950,872 shares)


(39,032,122 shares)Preferred Shares

50,000,000


Nil


NilAs at March 1, 2005, the Company had outstanding
stock options to purchase a total of 2,300,000 common shares, exercisable at prices
ranging from $0.22 to $0.60 per share prior to February 8, 2008 and share purchase
warrants to purchase a total of 8,422,695 common shares, exercisable at prices ranging
from $0.43 to $0.74 per share prior to November 23, 2005.


The following table sets out a
history of the Companys share capital for the three most recently completed fiscal
years to the date of this document:

2004

2003

2002Number of




Number of




Number ofShares


Amount

Shares


Amount

Shares


AmountOpening balance

30,194,667

$
36,524,790

21,757,037

$
34,051,138

21,757,037

$
34,051,138Issued for:Private placement

7,280,000


3,648,757

6,976,000


2,099,227

-


-Warrants

501,785


225,803

-


-

-


-Agents warrants

534,420


232,658

-


-

-


-Purchase of marketable securities

-


-

-


-

-


-Exercise of stock options

410,000


147,653

400,000


99,250

-


-Property

30,000


15,900

300,000


99,950

-


-Severance settlement

-


-

761,630


175,175

-


-Closing balance

38,950,872

$
40,795,561

30,194,667

$
36,524,790

21,757,037

$
34,051,138B. Memorandum and
Articles of Association


The Company was incorporated as Atna
Resources Ltd. under the Province of British Columbia Company Act by registration
of a Memorandum and Articles.  On April 12, 1996, the Company adopted a revised
Memorandum pursuant to which the authorized capital was increased from 20,000,000 to
100,000,000 common shares. On May 20, 2003, the Company adopted a revised Memorandum
pursuant to which the authorized capital was altered and increased 150,000,000 Shares,
divided into 100,000,000 Common Shares without par value and 50,000,000 Preferred Shares
without par value. The said Common and Preferred Shares shall have attached thereto the
Special Rights and Restrictions as set forth in the Articles of the Company.


Under the BCBCA, as discussed in Item
A. Share Capital, above, all British Columbia companies are now governed by the BCBCA and
must transition under the BCBCA within two years from the coming into force of the BCBCA.
The BCBCA modernizes and streamlines company law in British Columbia and represents an
improvement over the Old Act. The main differences between the Old Act and the BCBCA are:
38



The BCBCA permits an unlimited authorized share capital, and shares may be created with or without par value. The Old Act required that the authorized capital be fixed at a number approved
by the shareholders.
There are no residency requirements for directors under the BCBCA. The Old Act required that at least one director be a resident of British Columbia, and that a majority of the directors be
resident in Canada.
Special Resolutions of shareholders may now be passed by a minimum of a two-thirds majority at a meeting of shareholders, compared with a three-quarter majority required under the Old
Act.
General meetings may now be held outside British Columbia if the location is approved by resolution of the directors. Under the Old Act, a general meeting had to be held within British
Columbia unless approval was obtained from the Registrar of Companies (the Registrar) to hold the general meeting elsewhere.
The requirement to publish advance notice of election of directors has been removed under the BCBCA.
The BCBCA provides for shareholder proposals to be made at general meetings. Generally, shareholders holding at least 1% of the voting shares may submit proposals to the Company three months
prior to the anniversary of the last annual general meeting of shareholders of the Company.
Under the BCBCA, dividends may be declared out of profits, capital or otherwise. As well, the BCBCA does not automatically make directors liable to the Company for the declaration of
dividends while the Company is insolvent.
The BCBCA does not require that a companys offer to purchase or redeem its own shares be made on a pro-ratabasis to all shareholders. Under the
Old Act, the offer was required to be madepro-rata.
The BCBCA permits a company to indemnify its directors without court approval, and may also require reimbursement of expenses in certain cases for claims that are successfully defended.
Defence costs may also be advanced by a company in certain cases.
Directors and shareholders meetings may be held by any form of communications medium permitted under the Articles, including internet chat lines and telephones. In addition,
directors consent resolutions may be passed in the manner provided under the Articles, including e-mail.
A company may provide financial assistance in connection with the purchase of its shares under the BCBCA, which was not permitted under the Old Act.
A company may in limited circumstances amalgamate with a foreign company under the BCBCA, without the requirement to first continue the second company into British Columbia. Amalgamations no
longer require court approval, although court approval may still be requested.Under the BCBCA, a pre-existing
British Columbia company is not required to change its Articles. However, most public
companies will likely wish to do so in order to take advantage of the more permissive
provision of the BCBCA.


Removal of Pre-Existing
Company Provisions


Under the BCBCA, the Notice of
Articles to be adopted by the Company must indicate that certain Pre-Existing
Company Provisions or PCPs continue to apply to the Company unless such
provisions are removed with the approval of the shareholders by way of special resolution.
Until removed, the PCPs will impose the following provisions relevant to the Company.
39



The majority required to pass a special resolution is three-quarters of those votes cast at a properly constituted meeting of shareholders. This is the majority that was required under the
Old Act. The BCBCA allows a special resolution to be passed by a minimum of a two-thirds vote. The Company is proposing to reduce the requisite majority to pass a special resolution
to two-thirds of the shares voted at a properly constituted meeting of shareholders; and
A repurchase or redemption of shares can only be offered pro-rata to all shareholders. The provision was required under the Old Act, and has been removed under the BCBCA. The Company is
proposing to remove this requirement.The Company will seek the approval of not less than 75% of the votes cast by the shareholders present at the Meeting to be held on April 14, 2005, in person or by proxy, to remove the PCPs in connection with the
adoption of a new form of Articles that incorporates provisions under the BCBCA.
Replacement of ArticlesThe Company is proposing to replace the existing Articles (the Existing Articles) of the Company with a new form of Articles (the New Articles) that take advantage of the greater flexibility provided
under the BCBCA. The New Articles will be consistent with the terms and provisions of the BCBCA. A copy of the New Articles is filed as an exhibit to this annual report, however, the following is a list of certain key provisions contained in the New
Articles that represent a change from the Existing Articles;
Replacement of Articles


The Company is proposing to replace
the existing Articles (the Existing Articles) of the Company with a new form
of Articles (the New Articles) that take advantage of the greater flexibility
provided under the BCBCA. The New Articles will be consistent with the terms and
provisions of the BCBCA. A copy of the New Articles is filed as an exhibit to this annual
report, however, the following is a list of certain key provisions contained in the New
Articles that represent a change from the Existing Articles;
Shareholder Resolutions at Meetings: The requisite majority to pass a special
resolution at a meeting of shareholders is decreased from a three-quarters majority to a
two-thirds majority;
Location of Shareholder Meetings: General meetings of shareholders may now, if the
location is approved by directors resolution, be held outside British Columbia.
Time of Shareholder Meeting: General Meetings of shareholders of the Company are
required to be held each calendar year and not more than 15 months (rather than 13 months
as was previously the case) after the holding of the last preceding annual general
meeting.
Redemption and Repurchase: Any offer by the Company to purchase or redeem its own
shares need not be made pro-rata to all the shareholders.
Resolutions Required to Effect Capital Alterations: Changes to the Companys
capital structure may be effected by ordinary resolution, including the following changes:o creation or cancellation of one or more classes or series of shares;
o creation or removal of special
rights and restrictions attaching to any class or series of shares;
o changing the
authorized capital
o consolidating or subdividing all or any of the Companys issued
or unissued shares and
o other alterations to the share capital and authorized capital,
where permitted under the BCBCA.


Change of Name: The
Companys name may be changed by ordinary resolution or resolution of the directors.
Director Indemnification: The New Articles reflect the provisions of the BCBCA with
respect to the indemnification of directors and officers and other eligible persons. These
include the removal of court approval of any agreement to indemnify a director or officer
in most cases, as well as mandatory indemnification on certain eligible cases.40



Auditor's  Remuneration:  The remuneration of the auditor of the Company may be set by the directors,  without the need
         of seeking a resolution of the shareholders authorizing the directors to set such remuneration.
Removal of Director:A director of the Company may be removed as a director of the
Company before the expiration of the directors term of office pursuant to an
ordinary resolution of the shareholders whereas under the Existing Articles and the Old
Act, such removal of a director required a special resolution of the shareholders.In addition, the BCBCA contemplates
that companies may now adopt a provision in its Articles requiring an exceptional majority
(in excess of that required to pass a special resolution) in respect of certain matters to
be voted upon by shareholders. Management does not intend to include in the New Articles
any requirement for an exceptional majority.


The Company will seek the approval of
not less than 75% of the votes cast by the shareholders present at the Meeting to be held
on April 14, 2005, in person or by proxy, for the cancellation of the existing Articles of
the Company and the adoption of a new form of Articles as the Articles of the Company in
substitution for, and to the exclusion of, the existing Articles of the Company.


The foregoing amendments to the
Notice of Articles and Articles, if approved by the shareholders, shall each take effect
immediately on the date and time the Notice of Alteration to a Notice of Articles is filed
with the Registrar of Companies and, in the case of the Articles, upon their execution and
delivery to the records office of the Company. The Articles are no longer required to be
filed with the Registrar of Companies.


C.         Material Contracts


The following is a chronological
summary of all material mineral property acquisitions and dispositions by the Company for
the two years immediately preceding publication of this document.



2003

The Company entered into an agreement with Anthony Eng (Eng) on March 11, 2003 whereby the
Company acquired an option to earn up to a 100% interest in the Clover property in Elko
County, Nevada, subject to a 3% NSR (uncapped), which can be purchased for US$1,000,000
per percentage point, by paying an aggregate of US$305,000 (US$50,000 paid) in cash over
7.5 years. In addition, the Company agreed to retain the vendor as an independent
consultant to perform services on the property at a daily rate of US$400 for at least 10
days per year during the first two years. The Clover property is subject to a Finders
Agreement between the Company and Clancy Wendt (Wendt) dated February 10,
2003, amended April 22, 2003, whereby the Company agreed to pay Wendt a finders fee
of $5,000 (paid) upon execution of the acquisition agreement, and US$10,000 (paid) and
US$20,000, respectively, for the first two years after the agreement and US$30,000 on each
subsequent anniversary until the commencement of commercial production. The Finders
fee is capped at a maximum of US$500,000.In
an agreement dated March 26, 2003, the Company obtained an option to acquire a 100%
interest on 40 acres of fee land adjacent to the main Beowawe claim group, subject to a 3%
royalty on gold revenue, which can be purchased for US$250,000 or 700 ounces of gold,
whichever is greater, per percentage point. To exercise this option, the Company has to
pay to the optionor an aggregate of US$42,500 (US$5,000 paid) in cash prior to December 1,
2006. Thereafter, the Company will pay a minimum royalty of US$5,000 on every December 1
anniversary.In
an agreement dated April 29, 2003, the Company obtained an option to acquire a 100%
interest in the Sno property in Elko County, Nevada, subject to a 3% royalty on gold
revenue. To exercise the option, the Company has to pay an aggregate of US$295,000
(US$15,000 paid) in cash prior to April 10, 2008, allot and issuing 50,000 common shares
(issued) to the Optionor upon the acceptance of notice of the agreement by the Toronto
Stock Exchange, and carry out a 2,000m of exploratory drilling prior to April 10, 2006.
Following the exercise of the Option, the Company shall make additional US$100,000 cash
payments to the Optioner on or before April 10, 2009 and on each subsequent year until the
Commencement of Commercial Production.41



In
an agreement dated June 5, 2003, the Company obtained an exclusive lease and option to
acquire a 100% interest in 40 acres of fee land adjacent to the main Beowawe claim group,
subject to a 1% NSR royalty. The lease agreement requires the Company to pay advance
royalties of US$500 (paid) on signing the agreement, US$1,000 prior to June 2004 and
US$2,000 each subsequent year until the commencement of commercial production. The Company
has the right to buy a 100% interest in the property, including surface and mineral
rights, at any time for US$250,000.The
Company entered into a letter agreement dated June 5, 2003 with Southern Rio Resources
Ltd. (SRIO) whereby SRIO could acquire a 100% interest on the Uduk property, subject to a
3% NSR, by issuing to the Company 150,000 common shares of SRIO (received) of which 37,500
shares were subsequently assigned by the Company as a finders fee.In
an agreement effective July 1, 2003, the Company obtained an exclusive lease and right to
purchase a 100% interest in the Coal Canyon property, Nevada, USA, subject to a 3% NSR
royalty, for a purchase price of US$200,000. The lease agreement requires the Company to
pay rental payments of US$5,000 (paid) on execution of the agreement, US$10,000 and
US$20,000 respectively, for the first two years and US$25,000 on each subsequent
anniversary. The rental payments are to be credited against the purchase price. The lease
agreement was terminated by the Company in 2004 and the property was returned to the
underlying owner.The
Company entered into an agreement dated August 15, 2003 with Newmont USA Limited
(Newmont), a subsidiary of Newmont Mining Corporation, whereby Newmont can earn a 51%
interest in the Companys Clover Property by incurring an aggregate of US$2,500,000
in exploration expenditures and paying to the Company an aggregate of US$195,000
(US$25,000 received) prior to November 1, 2010, and by making additional annual cash
payments of US$75,000 thereafter until production. This agreement was terminated in 2004.The
Company entered into an agreement dated August 22, 2003 with Great Basin Gold Ltd. (GBG)
whereby GBG can earn a 70% interest in the Companys Golden Cloud property by paying
the Company an aggregate of US$400,000 (US$25,000 received) and incurring an aggregate of
US$2,500,000 in exploration expenditures prior to August 22, 2008, and by assuming all
option and underlying property maintenance payments. During 2004, the GBG option was
terminated and the Company returned the property to the underlying owner, retaining no
further interest.By
an agreement dated December 5, 2003 the Company obtained an option to acquire a 100%
interest in the 127 Jarbidge claims located in Elko County, Nevada by paying a total of
US$600,000 (US$10,000 paid) to the Optioner by December 5, 2009 and incurring aggregate
exploration expenditures of US$300,000 by December 5, 2006. The property is subject to
NSRs ranging from 1.5-2.5%.The
Company entered into an agreement dated December 23, 2003 with Pacific Ridge Exploration
Ltd. (Pacific) whereby Pacific can earn a 60% interest in the Sno property by incurring
minimum expenditures of US$2,000,000 and making payments to the underlying Optioner
totalling US$180,000 by April 10, 2007 and issuing to the Company an aggregate of
1,000,000 shares (100,000 shares received) of Pacific by December 31, 2007. Pacific
terminated its option and the Company returned the property to the underlying owner,
retaining no further interest.42


2004

By an agreement dated January 17, 2004, the Company acquired a 100% interest in the 25
Searchlight claims located in Clark County, Nevada, by issuing 30,000 common shares of the
Company.The
Company entered into a letter agreement with Grandcru Resources Corp. (Grandcru) whereby
Grandcru can earn up to a 55% interest in the Companys Clover project by issuing an
aggregate of 1,000,000 common shares to the Company by June 1, 2007, incurring aggregate
exploration expenditures of $2,500,000 by June 1, 2008. Grandcru may then earn an
additional 15% interest by completing a bankable feasibility study on the property.
Grandcru terminated its option in February, 2005.The
Company sold its 39.4% interest in the Wolverine properties to its former joint venture
partner, Expatriate Resources Ltd. on May 31, 2004. The Company received $2,000,000 in
cash payments, 10,000,000 common shares in Expatriate, 5,000,000 warrants exercisable for
2 years at a price of $0.32 per share, and a net smelter royalty on revenues from precious
metals indexed to the price of silver. The royalty is 4% at a price of US$5.00 per ounce
of silver, increasing to 10% if the price of silver exceeds US$7.50 per ounce.The
Company entered into in an agreement effective August 12, 2004, with Pinson Mining Company
(a wholly owned subsidiary of Barrick Gold Corporation), whereby the Company may acquire
up to 100% interest in the Pinson Mine Property. The Company may acquire an initial 70%
interest in the Pinson Property by spending US$12 million over 4 years with a commitment
to spend US$1.5 million in the first year. Upon The Companys vesting with a 70%
interest in the project and delivering a preliminary feasibility study, Pinson may elect
to:1) 

           Back-in to a 70% interest by spending an additional US$30 million on the
          project over a 3-year period, OR
2) Form a 70:30 joint venture, with the Company
          holding a 70% interest as Operator and each party contributing its share of
          further expenditures, OR
3) Offer to sell its remaining 30% interest to the
          Company for US$15 million, thus bringing the Companys interest in the
          project to 100%.Through
an agreement dated September 7, 2004, the Company optioned the Triple Junction/Dixie Fork
properties to Sahelian Goldfields Inc. Sahelian may earn a 55% interest in the properties
by drilling a minimum of 15,000 feet and may increase its interest to 70% by completing a
feasibility study on the property. The Company retains the right to participate with
either a 45 or 30 percent interest, depending on Sahelians election.The
Company purchased the remaining 33.7% interest in the Marg Property from its joint venture
partner Cameco in September 2004, by making a cash payment of $80,000.The
Company entered into an option agreement on the Marg Property with Yukon Gold Corporation
(Yukon Gold) on November 25, 2004, and subsequently sold 100% of the property
to Yukon Gold on March 1, 2005, for an aggregate of $1,600,000 in cash and 400,000 common
shares of Yukon Gold. The Company has received an initial payment of $150,000 and 133,333
common shares. Subsequent payments are scheduled as follows: $50,000 cash and 133,333
common shares on or before December 12, 2005; $100,000 cash and an additional 133,334
common shares on or before December 12, 2006; $100,000 on or before December 12, 2007; and
$200,000 on or before December 12, 2008, payable as a combination of cash or shares. Upon
the commencement of commercial production, Yukon Gold shall pay the Company an additional
$1,000,000 in a combination of cash and shares.The
Company entered into an option agreement with Valencia Ventures (Valencia) in
October 2004, whereby Valencia may earn up to a 70% interest in the Cachinal de la Sierra
Property in Chile by making cash payments totaling $95,000 and spending $1,500,000 within
three years.43



2005

By an agreement dated February 4th, 2005, the Company leased eight (8) patented
lode mining claims located in the Jarbidge Mining District, Elko County, Nevada, from
Century Gold LLC. The agreement calls for an initial payment to the property owner of
US$5,000 (paid) and annual lease payments ranging from US$5,000 on the first anniversary
up to US$25,000 per year on the eighth anniversary and thereafter. The mining lease calls
for a 5% NSR royalty and the Company has the option of purchasing one-half (2.5%NSR) of
the retained production royalty within the first 10 years of the agreement for
US$2,000,000.By
an agreement dated February 4th, 2005, the Company obtained an option to
acquire 100% interest in six (6) unpatented lode mining claims located in the Jarbidge
Mining District, Elko County, Nevada, from the Big Ledge Group. The agreement calls for
gradually escalating annual payments ranging from an initial payment due on execution of
US$1,500 (paid) toUS$6,000 on the forth anniversary date and thereafter. The Company may
purchase 100% interest in the property for $500,000 and all annual payments are considered
advanced royalty payments and recoupable from any actual production royalty payments due
owner. The property is subject to a variable royalty of 1.5% NSR on gold sales below $350
per ounce gold up to a maximum of 3.0%NSR when gold is sold at greater than $400 per
ounce.D.         Exchange Controls


There is no law or governmental
decree or regulation in Canada that restricts the export or import of capital, or affects
the remittance of dividends, interest or other payments to a non-resident holder of Common
Shares, other than withholding tax requirements.


There is no limitation imposed by
Canadian law or by the constituent documents of the Company on the right of a non-resident
to hold or vote Common Shares, other than are provided in the Investment Canada Act
(Canada). The following summarizes the material features of the Investment Canada Act
(Canada).


The Investment Canada Act (Canada)
requires certain non-Canadian individuals, governments, corporations or other
entities who wish to acquire a Canadian business (as defined in the Investment
Canada Act), or establish a new Canadian business (as defined in the
Investment Canada Act) to file either a notification or an application for review with a
governmental agency known as Investment Canada. The Investment Canada Act
requires that certain acquisitions of control of a Canadian business by a
non-Canadian must be reviewed and approved by the Minister responsible for the
Investment Canada Act to ensure that the Minister is satisfied that the acquisition is
likely to be of net benefit to Canada, such a determination based upon certain
criteria set forth in the Investment Canada Act. Only acquisitions of control are
reviewable under the Investment Canada Act; however, the Investment Canada Act provides
detailed rules for the determination of whether control has been acquired and, pursuant to
those rules, the acquisition of one-third or more of the voting shares of a corporation
may, in some circumstances, be considered to constitute an acquisition of control. Certain
reviewable acquisitions of control may not be implemented before being approved by the
Minister; if the Minister does not ultimately approve a reviewable acquisition which has
been completed, the acquired Canadian business be divested. Failure to comply with the
review provisions of the Investment Canada Act could result in, among other things, an
injunction or a court order directing disposition of assets or shares.


E.         Taxation


General


The following comments summarise the
principal Canadian Federal Income Tax consequences for a shareholder of the Company who is
a non-resident of Canada and who is a resident of the United States. These comments are
intended to provide for general information only and are not a substitute for advice from
a shareholders own tax advisor. They do not anticipate statutory or regulatory
amendments. There is a reciprocal tax treaty between the United States and Canada.
44



The provisions of the Income Tax Act
(Canada) (the Tax Act) are subject to income tax treaties to which Canada is a
party, including the Canada  United States Income Tax Convention, 1980 (the
Convention).


Under Article X of the Convention,
dividends paid by Canadian corporations to non-resident U.S shareholders are subject to a
withholding tax of 15%. The rate of withholding tax on dividends is reduced to 5% if the
beneficial owner is a U.S company, which owns at least 10% of the voting stock of the
Company paying the dividend.


Under Article XI of the Convention,
interest payments are subject to a withholding tax of 15%.


Certain types of interest are exempt
under the treaty. Examples of these exemptions are: (i) interest paid or received by a
Federal, State, Provincial or local authority, including indebtedness guaranteed by these
authorities; (ii) interest paid by a purchaser in connection with the purchase on credit
of any equipment, merchandise or service. Normal withholding rates apply to excess
interest payments if the parties do not deal at-arms-length. Excess interest payments
equal to the interest paid which is in excess of that would have been applicable between
independent third parties.


A U.S. Holder is not subject to tax
under the Tax Act in respect of a capital gain realized on the disposition of a Common
Share in the open market unless the share is taxable Canadian property to the
holder thereof and the U.S. Holder is not entitled to relief under the Treaty.


A Common Share will be taxable
Canadian property to a U.S. Holder if, at any time during the 60 month period ending at
the time of disposition, the U.S. Holder or persons with whom the U.S. Holder did not deal
at arms length (or the U.S. Holder together with such persons) owned, or had
options, warrants or other rights to acquire, 25% or more of the Registrants issued
shares of any class or series. In the case of a U.S. Holder to whom Common Shares
represent taxable Canadian property, no tax under the Tax Act will be payable on a capital
gain realized on a disposition of such shares in the open market by reason of the Treaty
unless the value of such shares is derived principally from real property situated in
Canada. Management of the Registrant believes that the value of the Registrants
Common Shares is not derived principally from real property situated in Canada.


The Convention gives protection to
United States residents from Canadian tax on certain gains derived from the alienation of
property. There is no protection for a gain on a disposition of shares the value of which
is derived principally from real property in Canada. The Companys operations are
such that no assurance can be given that this protection will be available.


A U.S. Holder will recognize gain or
loss upon the sale of shares of common stock equal to the difference, if any, between (a)
the amount of cash plus the fair market value of any property received and (b) the
shareholders tax basis in the common stock.


This gain or loss will be capital
gain or loss if the shares are a capital asset in the hands of the U.S. Holder, and such
gain or loss will be long-term capital gain or loss if the U.S. Holder has held the common
stock for more than one year. Gains and losses are netted and combined according to
special rules in arriving at the overall capital gain or loss for a particular tax year.
Deductions for net capital losses are subject to significant limitations. For U.S. Holders
who are individuals, any unused portion of such net capital loss may, be carried over to
be used in later tax years until net capital loss is thereby exhausted. For U.S. Holders,
which are corporations (other than corporations subject to Subchapter S of the Code), an
unused net capital loss may be carried back three years from the loss year and carried
forward five years from the loss year to be offset against capital gains until such net
capital loss is thereby exhausted.


Other Considerations


The Company has not determined
whether it meets the definition of a passive foreign investment company (a
PFIC). It is unlikely that the Company meets the definition of a foreign
personal holding company a (FPHC) or a controlled foreign
corporation (a CFC) under current U.S. law.
45



If more than 50% of the voting power
or value of the Company were owned (actually or constructively) by U.S. Holders who each
owned (actually or constructively) 10% or more of the voting power of the Companys
common shares (10% Shareholders), then the Company would become a CFC and each
10% Shareholder would be required to include in its taxable income as a constructive
dividend an amount equal to its share of certain undistributed income of the Company. If
(1) more than 50% of the voting power or value of the Companys common shares were
owned (actually or constructively) by five or fewer individuals who are citizens or
residents of the United States and (2) 60% or more of the Companys income consisted
of a certain interest, dividend or other enumerated types of income, then the Company
would be a FPHC. If the Company were a FPHC, then each U.S. Holder (regardless of the
amount of the Companys Common Shares owned by such U.S. Holder) would be required to
include in its taxable income as a constructive dividend its share of the Companys
undistributed income of specific types.


If 75% or more of the Companys
annual gross income has ever consisted of, or ever consists of, passive income
or if 50% or more of the average value of the Companys assets in any year has ever
consisted of, or ever consists of, assets that produce, or are held for the production of,
such passive income, then the Company would be or would become a PFIC. The
Company has not provided assurances that it has not been and does not expected to become a
PFIC. Please note that the application of the PFIC provisions of the Code to mining
companies is somewhat unclear.


If the Company were to be PFIC, then
a U.S. Holder would be required to pay an interest charge together with tax calculated at
maximum tax rates on certain excess distributions (defined to include gain on
the sale of stock) unless such U.S. Holder made an election either to (1) include in his
or her taxable income certain undistributed amounts of the Companys income or (2)
mark to market his or her Company common shares at the end of each taxable year as set
forth in Section 1296 of the Code.


F.         Dividends and Paying
Agents


This Form 20F is being filed as an
Annual Report under the Exchange Act and, as such, there is no requirement to provide any
information under this section.


G.         Statement by Experts


This Form 20F is being filed as an
Annual Report under the Exchange Act and, as such, there is no requirement to provide any
information under this section.


H.         Documents on Display


Documents referred to in this Annual
Report may be inspected at the head office of the Company at Suite 510  510 Burrard
Street, Vancouver, B.C. Canada V6C 3A8 or the Companys registered office at Suite
1040  999 West Hastings Street, Vancouver, B.C. Canada V6C 2W2 during normal
business hours.


ITEM 11.         QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


The Company anticipates its primary
market risk, if any, to be related to fluctuations in exchange rates. Exchange rate risk
may arise if the Company is required to use different currencies for various aspects of
its operations. The Company uses the Canadian dollar as its reporting currency and is
therefore exposed to foreign exchange movements in Chile and the United States where the
Company is conducting exploration activities.


The Company has not entered into any
material foreign exchange contracts to minimize or mitigate the effects of foreign
exchange fluctuations on the Companys operations. The Company exchanges Canadian
dollars to fund its foreign operations. Based on prior years, the Company does not believe
that it is subject to material foreign exchange fluctuations. However, no assurance can be
given that this will not occur in the future.


ITEM 12.         DESCRIPTION OF
SECURITIES OTHER THAN EQUITY SECURITIES


This Form 20F is being filed as an
Annual Report under the Exchange Act and, as such, there is no requirement to provide any
information under this section.
46



PART II


ITEM 13.         DEFAULTS,
DIVIDEND ARREARAGES AND DELINQUENCIES


Not applicable.


ITEM 14.         MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS


The Company has a Shareholder Rights
Plan (the Rights Plan), which was confirmed by the shareholders at the Annual
and Extraordinary General Meeting held on June 8, 2001.


The following is a summary of the
terms of the Shareholder Rights Plan.


General


The rights have been issued pursuant
to a shareholder rights plan agreement dated February 12, 2001 between the Company and
Pacific Corporate Trust Company as the rights agent. Each right will entitle the holder to
purchase from the Company one Common Share at the exercise price of $30 per share, subject
to adjustments, at any time after the separation time (defined below). However, if a
flip-in event (defined below) occurs, each right will entitle the holder to receive, upon
payment of the exercise price, Common Shares having a market value equal to two times the
exercise price. The rights are non-exercisable until the separation time.


Trading of Rights


Until the separation time, the rights
will be evidenced by the outstanding certificates for Common Shares and the rights will be
transferred with, and only with, the Common Shares. As soon as practicable following the
separation time, separate certificates evidencing the rights will be mailed to holders of
record of Common Shares as of the close of business at the separation time and the
separate rights certificates will thereafter evidence the rights.


Separation Time and
Acquiring Person


The rights will separate and trade
apart from the Common Shares and become exercisable at the separation time.
Separation time generally means the close of business on the tenth trading day
following the commencement or announcement of the intent of any person to commence a
take-over bid, other than a permitted bid or a competing bid, but under certain
circumstances can mean the eighth trading day after a person becomes an acquiring
person by acquiring 20% or more of the voting shares of any class.


Flip-in Event


A flip-in event will, in
general terms, occur when a person becomes an acquiring person. Upon the occurrence of a
flip-in event, each right will entitle the holder to acquire, on payment of the exercise
price, that number of Common Shares having a market value equal to two times the exercise
price. However, any rights beneficially owned by an acquiring person or by any direct or
indirect transferees of such person, will be void. The term beneficial
ownership is defined to include, under certain circumstances, shares owned
indirectly through affiliates, associates, trusts and partnerships, other situations of
ownership deemed by operation of law, shares subject to acquisition or voting agreements
and shares owned by persons acting jointly or in concert. There are several exceptions,
including exceptions directed towards investment managers, trust companies, and
independent managers of pension plans who are not participating in a take-over bid.
47



Permitted Bids


Permitted bids are exempted from the
operation of the Shareholder Rights Plan. In summary, a permitted bid is a take-over bid
made by way of take-over bid circular which complies with the following provisions:
          (a)
               It is made to all holders of voting shares of the Company of a particular class
               and for all those voting shares.(b)
               No voting shares can be taken up and paid for before the close of business on a
               date not less than 60 days following the date of the take-over bid and unless
               more than 50% of voting shares held by shareholders independent of the offeror
               are tendered and not withdrawn.(c)
               Voting shares may be tendered at any time during such 60-day period and may be
               withdrawn until taken up and paid for.(d)
               If the condition described in (b) above is met, there will be a public
               announcement and the take-over bid will be open for a further period of 10
               business days.The Shareholder Rights Plan contains
provisions designed to ensure that, if considered appropriate, the time for tendering to
two or more competing permitted bids will occur on the same date.


Exchange Option


Under certain circumstances, the
board of directors of the Company can, on exercise of a right and payment of the exercise
price, issue other securities or assets of the Company in lieu of Common Shares. The board
of directors of the Company can also determine to issue in exchange for the rights, but
without payment of the exercise price, Common Shares having a value equal to the exercise
price or other securities or assets of the Company having the same value.


Adjustments


The exercise price, the number and
kind of shares subject to purchase upon exercise of each right and the number of rights
outstanding are subject to adjustment from time to time to prevent dilution in the event
that the Company takes certain actions involving the Companys share capital which
would otherwise have a dilutive effect.


Redemption


At any time before the occurrence of
a flip-in event, the board of directors may elect to redeem the rights in whole at a
redemption price of $0.00001 per right.


Waiver


The board of directors may waive the
application of the Shareholder Rights Plan to any flip-in event if it determines that a
person became an acquiring person by inadvertence, conditional upon such person having,
within 10 days after the determination by the board of directors, reduced its beneficial
ownership of shares such that it is no longer an acquiring person. The board of directors
may also, until a flip-in event has occurred, waive the application of the Shareholder
Rights Plan to any particular flip-in event, but in that event, the board of directors
must waive the application of the Shareholder Rights Plan to any other flip-in event
occurring within 75 days after the initial waiver.


Amendments


The board of directors may amend the
Shareholder Rights Plan to correct clerical or typographical errors, to maintain the
validity of the plan as a result of any changes in any applicable legislation or to
increase or decrease the exercise price. Any amendments required to maintain the validity
of the Shareholder Rights Plan must be submitted to the shareholders of the Company or,
after the separation time, to the holders of the rights for confirmation.
48



Other amendments can only be made
with the approval of the shareholders of the Company or, after the separation time, the
holders of the rights. Any supplements or amendments to the Shareholder Rights Plan
require the prior written consent of The Toronto Stock Exchange.


Term


The Shareholder Rights Plan has a
term of 10 years. However, if it is not subsequently confirmed at the shareholders
meetings on the fourth and seventh anniversaries of such confirmation, it will terminate
at the end of each such shareholders meeting.


ITEM 15. CONTROLS AND
PROCEDURES


     (a)
          
          Within the 90-day period prior to the filing of this report (Date of
          Evaluation), an evaluation was carried out under the supervision and with
          the participation of the Companys management, including the Chief
          Executive Officer (CEO) and Chief Financial Officer
          (CFO), of the effectiveness of our disclosure controls and
          procedures. Based on the evaluation, the CEO and CFO have concluded that the
          Companys disclosure controls and procedures are effective to ensure that
          information required to be disclosed by the Company in reports that it files or
          submits under the Securities Exchange Act of 1934, as amended, is recorded,
          processed, summarized and reported within the time periods specified in U.S.
          Securities and Exchange Commission rules and forms.(b)
          
          There have been no significant changes in the Companys internal controls
          or in other factors that could significantly affect these controls subsequent to
          the date of the evaluation, including any corrective actions were regard to
          significant deficiencies and material weaknesses.ITEM 16.         AUDIT COMMITTEE
FINANCIAL EXPERT AND CODE OF ETHICS


A.         Audit Committee
Financial Expert


The Companys audit committee
consists of four unrelated independent directors. Each is experienced in analyzing and
evaluating financial statements, has an understanding of internal controls and procedures
for financial reporting, and has an understanding of audit committee functions. Each
member has acquired such attributes through their experiences in a number of public
companies where they have overseen and actively supervised principal financial officers,
principal accounting officers, controllers, public accountants, auditors and persons
performing similar function. They have assessed the performance of companies with respect
to the preparation, auditing and evaluation of financial statements.


B.         Code of Ethics


The Company has adopted the following
code of ethics that applies to all the Companys Officers, including the Chief
Executive Officer and the Chief Financial Officer:


It is the policy of the Company that
all officers, including the Chief Executive Officer and the Chief Financial Officer,
adhere to and advocate the following principles governing their professional and ethical
conduct in the fulfillment of their responsibilities:



          1.
               Act with honesty and integrity, avoiding actual or apparent conflicts between
               his or her personal, private interest and the interest of the Company, including
               receiving improper personal benefits as a result of his or her position.49


2.
                    Provide stakeholders with information that is accurate, complete, objective,
                    relevant, timely and understandable.3.
                    Comply with laws of federal, provincial and local governments applicable to the
                    Company, and the rules and regulations of private and public regulatory agencies
                    having jurisdiction over the Company.4.
                    Act in good faith, responsibly, with due care, and diligence, without
                    misrepresenting or omitting material facts or allowing independent judgment to
                    be compromised.5.
                    Respect the confidentiality of information acquired in the course of the
                    performance of his or her responsibilities except when authorized or otherwise
                    legally obligated to disclose. Do not use confidential information, acquired in
                    the course of the performance of his or her responsibilities, for personal
                    advantage. Do not compete directly or indirectly with the Company.6.
                    Proactively promote ethical behavior among subordinates and peers.7.
                    Use corporate assets and resources employed or entrusted in a responsible
                    manner.8.
                    Advance the Companys legitimate interest and proactively promote high
                    integrity as a responsible member of his or her business team and/or in his or
                    her work environment.50



PART III


ITEM 17.         FINANCIAL
STATEMENTS


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


These financial statements were
prepared in accordance with Canadian GAAP and are presented in Canadian dollars. There are
material differences between United States and Canadian GAAP. A reconciliation of the
financial statements to United States GAAP is set forth in Note 13 to the financial
statements.


ITEM 18.         FINANCIAL
STATEMENTS


Not applicable.


ITEM 19.         EXHIBITS


Exhibit 1          Financial Statements filed
as part of the annual report:


     (i)
          Auditors Report.(ii)
          Consolidated Balance Sheets as at December 31, 2004 and 2003.(iii)
          Consolidated Statements of Operations and Deficit for the years ended December
          31, 2004,2003 and 2002.(iv)
          Consolidated Statements of Cash Flows for the years ended December 31, 2004,
          2003 and 2002.(v)
          Notes to the Consolidated Financial Statements.Exhibit 2         Stock Option
Plan


Exhibit 3         New Articles
51



SIGNATURES


Pursuant to the requirements of
Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets
all the requirements for filing on Form 20-F and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorised.

Atna Resources Ltd./s/ David H. Watkins____________________________________David H. WatkinsPresident & Chief Executive OfficerMarch 1, 2005



52