**U.S.
            SECURITIES & EXCHANGE COMMISSION**
 **WASHINGTON,
            D.C. 20549**
 **FORM
            20-F**
 
 (Mark
            One)
 
  ̈
                  
                  REGISTRATION
                      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
                      EXCHANGE ACT
                      OF 1934ORx
                  
                  ANNUAL
                      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                      ACT OF
                      1934For
                      the fiscal year ended December 31, 2005OR ̈
                  
                  TRANSITION
                      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                      ACT OF
                      1934For
                      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
  II
  
 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 20, 2006Common
                      Shares without par value
                  63,558,637Preferred
                      Shares without par value
                  Nil
 
 
 Indicate
            by check mark if the registrant is a well-known seasoned issuer, as defined
            in
            Rule 405 of the Securities Act.
 
  ̈
                  Yes
                  x
                  No
 
 
 If
            this
            report is an annual or transition report, indicate by check mark if the
            registrant is not required to file reports pursuant to Section 13 or
            15(d) of
            the Securities Exchange Act of 1934.
 
  ̈
                  Yes
                  x
                  No
 
 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
 
 
 If
            this
            report is an annual report, indicate by check mark whether the registrant
            is a
            shell company (as defined in Rule 12b-2 of the Securities Exchange Act
            of
            1934):
 
  ̈
                  Yes
                  x
                  No
 
 
 
  I
   
 TABLE
            OF
            CONTENTS
 
  PART
            I
  HYPERLINK
            \l "_Toc128890492" ITEM
            2.  OFFER
            STATISTICS AND EXPECTED TIMETABLE
  ITEM
            3.KEY
            INFORMATION
  ITEM
            4.INFORMATION
            ON THE COMPANY
  ITEM
            5.OPERATING
            AND FINANCIAL REVIEW AND PROSPECTS
  ITEM
            6.DIRECTORS,
            SENIOR MANAGEMENT AND EMPLOYEES
  ITEM
            7.MAJOR
            SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
  ITEM
            8.FINANCIAL
            INFORMATION
  ITEM
            9.THE
            OFFERING AND LISTING
  ITEM
            10.ADDITIONAL
            INFORMATION
  ITEM
            11.QUANTITATIVE
            AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  ITEM
            12.DESCRIPTION
            OF SECURITIES OTHER THAN EQUITY SECURITIES
  PART
            II
  ITEM
            13.DEFAULTS,
            DIVIDEND ARREARAGES AND DELINQUENCIES
  ITEM
            14.MATERIAL
            MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
            PROCEEDS
  ITEM
            15.CONTROLS
            AND PROCEDURES
  ITEM
            16.AUDIT
            COMMITTEE FINANCIAL EXPERT AND CODE OF ETHICS
  HYPERLINK
            \l "_Toc128890513" PART
            III
  HYPERLINK
            \l "_Toc128890514" ITEM
            17.  FINANCIAL
            STATEMENTS
  ITEM
            18.FINANCIAL
            STATEMENTS
  ITEM
            19.EXHIBITS
 
  II
  CAUTIONARY
            STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
 This
            Annual Report on Form 20-F included herein contain forward-looking statements
            concerning the Company’s plans at the Pinson Mine property, Triple
            Junction/Dixie Fork properties and other projects, estimated production,
            capital
            and operating cash flow estimates and other matters. These statements
            relate to
            analyses and other information that are based on forecasts of future
            results,
            estimates of amounts not yet determinable and assumptions of management.
 
 Statements
            concerning mineral resource estimates may also be deemed to constitute
            forward-looking statements to the extent that they involve estimates
            of the
            mineralization that will be encountered if the property is developed.
            Any
            statements that express or involve discussions with respect to predictions,
            expectations, beliefs, plans, projections, objectives, assumptions or
            future
            events or performance (often, but not always, using words or phrases
            such as
“expects”, “is expected”, “anticipates”, “plans”, “projects”, “estimates”,
“assumes”, “intends” “strategy”, “goals”, “objectives”, “potential” or
            variations thereof or stating that certain actions, events or results
“may”,
“could”, “would”, “might” or “will” be taken, occur or be achieved, or the
            negative of any of these terms and similar expressions) are not statements
            of
            historical fact and may be “forward-looking statements.” Forward-looking
            statements are subject to a variety of known and unknown risks, uncertainties
            and other factors that could cause actual events or results to differ
            from those
            reflected in the forward-looking statements, including, without limitation:
 
 ·
                  uncertainty
                      of production at the Company’s mineral exploration properties;
 ·
                  risks
                      related to the Company’s ability to commence production and generate
                      material revenues or obtain adequate financing for its planned
                      exploration
                      and development activities;
 ·
                  uncertainty
                      of capital costs, operating costs, production and economic
                      returns;
 ·
                  risks
                      related to the Company’s ability to finance the development of its mineral
                      properties;
 ·
                  permitting
                      risks;
 ·
                  risks
                      and uncertainties relating to the interpretation of drill results,
                      the
                      geology, grade and continuity of the Company’s mineral deposits;
 ·
                  commodity
                      price fluctuations;
 ·
                  risks
                      related to the Company’s current intention not to use hedging
                      arrangements;
 ·
                  currency
                      fluctuations; risks related to governmental regulations, including
                      environmental regulations; risks related to reclamation activities
                      on the
                      Company’s properties;
 ·
                  the
                      Company’s ability to attract and retain qualified
                      management;
 ·
                  the
                      Company’s lack of infrastructure;
 ·
                  mining
                      and development risks, including risks related to accidents,
                      equipment
                      breakdowns, labour disputes or other unanticipated difficulties
                      with or
                      interruptions in production; uncertainty related to title to
                      the Company’s
                      mineral properties;
 ·
                  the
                      Company’s history of losses and expectation of future
                      losses;
 ·
                  the
                      possible dilution of the Company’s interest in the Pinson Mine property;
                      and
 ·
                  increased
                      competition in the mining industry.
 
 This
            list
            is not exhaustive of the factors that may affect any of the Company's
            forward-looking statements. Forward-looking statements are statements
            about the
            future and are inherently uncertain, and actual achievements of the Company
            or
            other future events or conditions may differ materially from those reflected
            in
            the forward-looking statements due to a variety of risks, uncertainties
            and
            other factors, including, without limitation, those referred to in the
            Annual
            Report on Form 20-F, under the heading "Risk Factors'' and elsewhere.
            The
            Company's forward-looking statements are based on the beliefs, expectations
            and
            opinions of management on the date the statements are made, and the Company
            does
            not assume any obligation to update forward-looking statements if circumstances
            or management's beliefs, expectations or opinions should change. For
            the reasons
            set forth above, investors should not place undue reliance on forward-looking
            statements.
 
 
 **RESOURCE
            DISCLOSURE**
 
 Terms
            used in this Annual Report relating to mineral reserves and mineral resources
            are Canadian mining terms as defined in accordance with National Instrument
            43-101 under the guidelines set out in Canadian Institute of Mining,
            Metallurgy
            and Petroleum (“CIM”) Standards on Mineral Resources and Mineral Reserves
            Definitions and Guidelines as adopted by the CIM Council. Under CIM Standards,
            the terms “mineral resource”, “measured mineral resource”, “indicated mineral
            resource” and “inferred mineral resource” have the following meanings:
 
 
 **Mineral
                      resource**
                  The
                      term “mineral resource”, under CIM Standards, refers to a concentration or
                      occurrence of natural, solid, inorganic or fossilized organic
                      material in
                      or on the Earth’s crust in such form and quantity and of such a grade or
                      quality that it has reasonable prospects for economic extraction.
                      The
                      location, quantity, grade, geological characteristics and continuity
                      of a
                      mineral resource are known, estimated or interpreted form specific
                      geological evidence and knowledge. Under CIM Standards, mineral
                      resources
                      are categorized as follows:
 
 **Measured
                      mineral resource**refers
                      to that part of a mineral resource for which a quantity grade
                      or quality,
                      density, shape and physical characteristics are so well established
                      that
                      they can be estimated with confidence sufficient to allow the
                      appropriate
                      application of technical and economic parameters, to support
                      production
                      planning and evaluation of the economic viability of the deposit.
                      The
                      estimate is based on detailed and reliable exploration, sampling
                      and
                      testing information gathered through appropriate techniques
                      from locations
                      such as outcrops, trenches, pits, workings and drill holes
                      that are spaced
                      closely enough to confirm both geological and grade continuity.
 
 **Indicated
                      mineral resource**refers to that part of a mineral resource for which quantity
                      grade or
                      quality, density, shape and physical characteristics can be
                      estimated with
                      a level of confidence sufficient to allow the appropriate application
                      of
                      technical and economic parameters to support mine planning
                      and evaluation
                      of the economic viability of the deposit. The estimate is based
                      on
                      detailed and reliable exploration and testing information gathered
                      through
                      appropriate techniques from locations such as outcrops, trenches,
                      pits,
                      workings and drill holes that are spaced closely enough for
                      geological and
                      grade continuity to be reasonably assumed.
 
 **Inferred
                      mineral resource**refers to that part of a mineral resource for which quantity
                      and grade or
                      quality can be estimated on the basis of geological evidence
                      and limited
                      sampling and reasonably assumed, but not verified, geological
                      and grade
                      continuity. The estimate is based on limited information and
                      sampling
                      gathered through appropriate techniques from locations such
                      as outcrops,
                      trenches, pits, workings and drill holes.
 
 **Cautionary
            Note to U.S. Investors Concerning Estimates of Mineral Reserves and Mineral
            Resources:**
 
 We
            advise
            U.S. investors that the definitions of the terms “mineral reserve,” “proven
            mineral reserve” and “probable mineral reserve” under CIM Standards are
            different than the definitions adopted to the U.S. Securities and Exchange
            Commission (the “SEC”) and applicable to U.S. companies filing reports with the
            SEC pursuant to Guide 7. It is the view of the SEC’s staff that:
 ·
                  A
                      “final” or “bankable” feasibility study is required to meet the
                      requirements to designate reserves under Guide
                      7.
 ·
                  A
                      historic three year average price is to be used in any reserve
                      or cash
                      flow analysis to designate reserves.
 ·
                  To
                      meet the “legal” part of the reserve definition, the primary environmental
                      analysis or document should have been submitted to governmental
                      authorities.
 
 In
            addition, while the terms “mineral resource,” “measured mineral resource,”
“indicated mineral resource,” and “inferred mineral resource” are recognized and
            required to be reported by Canadian regulations, the SEC does not recognize
            them. As such, information contained in this Annual Report concerning
            descriptions of mineralization, resources and reserves under Canadian
            standards
            may not be comparable to similar information made public by U.S. companies
            subject to the reporting and disclosure requirements of the SEC. “Indicated
            mineral resource” and “inferred mineral resource” have a great amount of
            uncertainty as to their existence and a great uncertainty as to their
            economic
            and legal feasibility. It cannot be assumed that all or any part of an
            “indicated mineral resource” or “inferred mineral resource” will ever be
            upgraded to a higher category. **U.S.
            investors are cautioned not to assume that any part or all of an inferred
            resource exists, or is economically or legally mineable.**
 
 
  II
   **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 subsidiary Atna
            Resources, Inc., incorporated in the State of Nevada, U.S.A. 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**
                    **12/31/205**
                  **Year
                      ended**
                    **12/31/04**
                    **$**
                  **Year
                      ended**
                    **12/31/03**
                    **$**
                  **Year
                      ended**
                    **12/31/02**
                    **$**
                  **Year
                      ended**
                    **12/31/01**
                    **$**Interest
                      income
                  384,406
                  115,315
                  65,167
                  97,209
                  510,138Other
                      income
                  2,000
                  4,000
                  4,000
                  4,000
                  6,000Operating
                      revenue
                  Nil
                  Nil
                  Nil
                  Nil
                  NilNet
                      Loss
                  1,203,836
                  4,522,611
                  1,764,935
                  5,273,769
                  1,995,641Net
                      Loss per common share
                  0.03
                  0.14
                  0.08
                  0.24
                  0.09Total
                      Assets
                  33,746,201
                  14,258,164
                  13,547,416
                  13,031,685
                  18,142,690Long-term
                      Debt
                  Nil
                  Nil
                  Nil
                  Nil
                  NilNet
                      Assets
                  32,019,896
                  13,286,976
                  13,482,199
                  12,678,906
                  17,952,675Capital
                      Stock
                  51,286,111
                  40,795,561
                  36,524,790
                  34,051,138
                  34,051,138Cash
                      dividends per common share
                  Nil
                  Nil
                  Nil
                  Nil
                  NilNumber
                      of shares
                  55,429,067
                  38,950,872
                  30,194,667
                  21,757,037
                  21,757,037
 (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.
 (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 20, 2005, the noon rate as quoted by Bank of Canada was Cdn$1.1628
            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
                      2006
                  1.1578
                  
                  1.1380January
                      2006
                  1.1621
                  
                  1.1536December
                      2005
                  1.1646
                  
                  1.1583November
                      2005
                  1.1852
                  
                  1.1778October
                      2005
                  1.1818
                  
                  1.1736September
                      2005
                  1.1819
                  
                  1.1743
 
 The
            following table sets forth the average exchanges rates for the past five
            years,
            expressed as Canadian dollars per U.S. dollars.
 
 Year
                  
                  Average2001
                  
                  1.54842002
                  
                  1.57032003
                  
                  1.40152004
                  
                  1.30152005
                  
                  1.2116
 
 **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:
 
 *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.
 
 *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 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.
 
 Unless
            the context otherwise requires, the term “Company” in this report means Atna
            Resources Ltd. together with its U.S. subsidiary.
 
 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.
 
 During
            the past three years, the Company’s capital and exploration expenditures have
            been incurred on projects located in the United States, with a substantial
            amount of the expenditures occurring on the Pinson Mine Property located
            in
            Humboldt County, Nevada. The Company has spent aggregate, net proceeds
            of
            $20,143482 on exploration over the past three years with $14,330,403
            being spent
            on the Pinson property and the balance spent on exploration and maintenance
            of
            the Company’s other US and Canada projects. This exploration has been financed
            primarily from equity financings and the exercise of stock options in
            2003
            totaling $2,099,277 and $99,250, respectively; from equity financings,
            the
            exercise of warrants and the exercise stock options in 2004 totaling
            $3,648,758,
            $458,460 and $109,500, respectively; and from equity financings, the
            exercise of
            warrants and the exercise of stock options in 2005 totaling $13,864,940,
            $5,074,192 and $243,225, respectively.
 
 The
            Company’s exploration focus remains on the Pinson property, on which it has
            recently fulfilled the earn-in expenditure requirements to trigger a
            joint
            venture decision to be made by Pinson Mining Company, the optionor. In
            conjunction with the earn-in, the Company has completed a pre-feasibility
            study
            and will advance towards full feasibility and a production decision depending
            on
            the optionor’s joint venture decision.
 
 The
            Company has sufficient working capital for property maintenance requirements
            and
            administrative overhead for the next 12 months.
 
 **B.**
                  **Business
                      Overview**
 
 Atna
            Resources Ltd. commenced operations in 1984. The Company is a mineral
            resource
            exploration company engaged in the business of acquiring and exploring
            resource
            properties with a particular focus on precious metal deposits. Since
            2002, the
            Company has focused its efforts on gold exploration and development in
            the State
            of Nevada. The Company has property interests in British Columbia, and
            Yukon
            Territory, and Arizona. The Company's properties are at various stages
            of
            exploration and development. The Company’s projects have no reserves and no cash
            flow. 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.
 
 **D.**
                  **Property,
                      Plant and Equipment**
 
 ***Pinson
            Mine Property, Humboldt County, Nevada*** .
 
 *Terms
            of Acquisition*
 
 The
            Company entered into in an agreement effective August 12, 2004, with
            Pinson
            Mining Company (a Nevada general partnership comprised of Homestake Mining
            Company of California, a California corporation, and Barrick Holding
            Co., a
            California corporation), whereby the Company may acquire up to 100% interest
            in
            the Pinson Mine Property (the “Earn-in Agreement”). 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: (i)
            back-in to
            a 70% interest by spending an additional US$30 million on the project
            over a
            3-year period; (ii) form a 70:30 joint venture, with the Company holding
            a 70%
            interest as Operator and each party contributing its share of further
            expenditures; (iii) 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%.
 
 *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 Nevada.
 
 Figure
            1.
            Location Map of the Pinson Mine Project
 
 The
            Pinson property is made up of a number of property parcels that are either
            wholly owned by Pinson Mining Company or under lease/option by Pinson
            Mining
            Company and therefore subject to the Earn-in Agreement. The property
            includes
            3,800 acres of patented fee lands wholly owned by Pinson Mining Company,
            360
            acres of leased patented fee lands, 8,496 acres of federal unpatented
            lode
            mining claims wholly owned by Pinson Mining Company, 1,362 acres of leased
            federal unpatented lode claims. A total of 553 unpatented federal lode
            mining
            claims (both owned and leased by Pinson Mining Company) are included
            in the
            property position. Total acreage controlled by Pinson Mining Company
            and subject
            to the Earn-in Agreement is 14,018 acres.
 
 The
            Pinson property package is made up of 38 property parcels and nearly
            all are
            burdened by one or more retained mineral production royalties. Each parcel’s
            royalty agreement (or agreements) is structured slightly different than
            others
            and therefore the royalty for any given parcel is likely to be slightly
            different than an adjacent parcel. The following is a summary of the
            royalty
            burden on all parcels as understood by the Company as of the date hereof
            based
            on information provided to the Company by Pinson Mining Company:
 
 
 **Parcel
                      Location**
                  **Property
                      Description**
                  **Acreage**
                  **Royalty
                      Description**Township
                      38 North, Range 41 EastSection
                      36
                  18-lode
                      claims-PMC
                  360
                  5.0%
                      Net Smelter Return (“NSR”); and $0.50 per ton of ore
                      produced.Township
                      38 North, Range 42 EastSection
                      16
                  12-lode
                      claims
                  264
                  5.5%
                      NSR3-lode
                      claims
                  56
                  5.0%
                      NSRSection
                      20
                  28-lode
                      claims
                  460
                  No
                      Royalty Burden5-lode
                      claims
                  102
                  4
                      -5% NSR on precious metals, 2.5% NSR on base metals, & $1.00 to
                      $1.50/ton for barite or barium based on specific gravity of
                      ore.4-lode
                      claims
                  78
                  5.5%
                      NSRSection
                      21
                  640
                      acres of private land
                  640
                  5.5%
                      NSRSection
                      22
                  18-lode
                      claims
                  360
                  5.0%
                      NSRSection
                      23
                  640
                      acres of private land
                  640
                  7.5%
                      NSR.Section
                      24
                  36-lode
                      claims
                  640
                  2.5%
                      NSR
                    1.0%
                      NSR capped at $135,000Section
                      25
                  480
                      acres of private land
                  480
                  7.5%
                      NSRSection
                      26
                  36-lode
                      claims
                  640
                  2.5%
                      NSR)
                    1.0%
                      NSR capped at $135,000Section
                      27
                  640
                      acres of private land
                  640
                  7.5%
                      NSR.Section
                      28
                    (see
                      footnote 1)
                  23-lode
                      claims
                  400
                  5.0%
                      NSR7-lode
                      claims
                  120
                  5.5%
                      NSR120
                      acres, private land
                  50
                      (net)
                  2.0%
                      NSR70
                      (net)
                  5.0%
                      NSRSection
                      29
                    (see
                      footnote 1)
                  640
                      acres of private land
                  640
                  5.5%
                      NSRSection
                      30
                  32-lode
                      claims- PMC
                  545
                  No
                      Royalty burden5-lode
                      claims-PMC
                  95
                  5.0%
                      NSRSection
                      32
                    (see
                      footnote 1)
                  18-lode
                      claims
                  370
                  2.0%
                      NSR20-lode
                      claims
                  270
                  5.0%
                      NSRSection
                      33
                    (see
                      footnote 1)
                  640
                      acres of private land
                  640
                  7.5%
                      NSRSection
                      34
                  36-lode
                      claims
                  640
                  2.5%
                      NSR
                    1.0%
                      NSR capped at $135,000Section
                      36
                  18-lode
                      claims
                  320
                  2.5%
                      NSR
                    1.0%
                      NSR-capped at $135,000Township
                      38 North, Range 43 EastSection
                      30
                  36-lode
                      claims
                  640
                  2.5%
                      NSR
                    1.0%
                      NSR-capped at $135,000Township
                      37 North, Range 41 EastSection
                      12
                  25-lode
                      claims
                  450
                  5.0%
                      NSR
                    $0.50
                      per ton of ore producedSection
                      13
                  40-acre
                      fee land
                  40
                  5.0%
                      - 5.5% NSR320-acre
                      fee land
                  320
                  5.0%
                      - 5.5% NSRSection
                      14
                  24-lode
                      claims
                  438
                  5.0%
                      NSR and
                    $0.50
                      per ton of ore producedTownship
                      37 North, Range 42 EastSection
                      4
                  10-lode
                      claims
                  200
                  No
                      Royalty burden20-lode
                      claims
                  320
                  5.0%
                      NSR8-lode
                      claims
                  120
                  5.0%
                      NSRSection
                      6
                  36-lode
                      claims
                  640
                  5.0%
                      NSRSection
                      8
                  30-lode
                      claims
                  520
                  5.0%
                      NSR6-lode
                      claims
                  120
                  No
                      RoyaltySection
                      16
                  3-lode
                      claims
                  50
                  5.0%
                      NSRSection
                      18
                  18-lode
                      claims
                  360
                  5.0%
                      NSR and
                    $0.50
                      per ton of ore produced18-lode
                      claims
                  280
                  2.5%
                      NSR
                    1.0%
                      NSR - capped at $135,000**Total
                      Acreage**
                  **14,018**
 (1)
            The
            resource announced in February 2005 by Atna Resources, Ltd. for the Pinson
            project and supported by the Pinson Gold Property Technical Report (filed
            in
            March 2005 with SEDAR) is located within four (4) square miles highlighted
            in
            the land/royalty table above (Sections 28, 29, 32, and 33 of Township
            38 North,
            Range 42 East). Due to the relatively high-level of uncertainty for
            resource-level tonnage and grade calculations, particularly when the
            majority of
            the resource is categorized as “Inferred”, Atna has not yet broken down the
            resource into individual property parcels. Ultimately, should a minable
            reserve
            be established, Atna will determine exactly what resource blocks are
            located on
            which parcels such that an accurate mine plan, royalty payment burden,
            and cash
            flow model for the project may be established as part of a full feasibility
            study on the project’s mineral resources and or reserves (if reserves are
            established in the future).
 
 *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 open 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.
 
 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.
 
 *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 1,758,000 tons of measured
            plus
            indicated mineral resources containing approximately 500,000 ounces gold
            at a
            0.15 opt cut-off. An additional 4,211,000 tons of an inferred mineral
            resource
            is estimated to contain 1,300,000 ounces gold with a 0.15 opt cut-off.
            The
            resource is summarized at several cut-off grades in the following
            tables:
 
 **Range
            Front and CX Zones, Resource Estimate** **(1)**
 
 **Cautionary
            Note to U.S. Investors concerning estimates of Measured and Indicated
            Resources.
            This section uses the terms “measured” and “indicated resources.” We advise U.S.
            investors that while those terms are recognized and required by Canadian
            regulations, the U.S. Securities and Exchange Commission does not recognize
            them.** U.S.
            investors are cautioned not to assume that any part or all of mineral
            deposits
            in these categories will ever be converted into reserves.
 
 0.15
                      Au opt cut-off
                  **0.20
                      Au opt cut-off****(2)**
                  0.25
                      Au opt cut-offTons
                  Grade
                    Au
                      opt
                  **Tons**
                  **Grade**
                    **Au
                      opt**
                  Tons
                  Grade
                    Au
                      optMeasured
                  445,000
                  0.27
                  **319,000**
                  **0.30**
                  213,000
                  0.34Indicated
                  1,313,000
                  0.30
                  **1,148,000**
                  **0.32**
                  860,000
                  0.36Measured+Indicated
                  1,758,000
                  0.30
                  **1,467,000**
                  **0.32**
                  1,073,000
                  0.35
 (1)
            Mineral resources which are not mineral reserves do not have demonstrated
            economic viability.
 (2)
            Base
            case.
 
 **Cautionary
            Note to U.S. Investors concerning estimates of Inferred Resources.** This
            section uses the term “inferred resources.” We advise U.S. investors that while
            this term is recognized and required by Canadian regulations, the U.S.
            Securities and Exchange Commission does not recognize it. “Inferred resources”
have a great amount of uncertainty as to their existence, and great uncertainty
            as to their economic and legal feasibility. It cannot be assumed that
            all or any
            part of an Inferred Mineral Resource will ever be upgraded to a higher
            category.
            Under Canadian rules, estimates of Inferred Mineral Resources may not
            form the
            basis of feasibility or pre-feasibility studies, except in rare cases. **U.S.
            investors are cautioned not to assume that part or all of an inferred
            resource
            exists, or is economically or legally minable.**
 
 0.15
                      Au opt cut-off
                  **0.20
                      Au opt cut-off****(2)**
                  0.25
                      Au opt cut-offTons
                  Grade
                    Au
                      opt
                  **Tons**
                  **Grade**
                    **Au
                      opt**
                  Tons
                  Grade
                    Au
                      optInferred
                      resources
                  4,211,000
                  0.32
                  **3,889,000**
                  **0.33**
                  3,054,000
                  0.36
 (1)
            Mineral resources which are not mineral reserves do not have demonstrated
            economic viability.
 (2)
            Base
            case.
 
 **Range
            Front and CX Zones, Total Contained Ounces**
 
 **Cautionary
            Note to U.S. Investors concerning estimates of Measured and Indicated
            Resources.
            This section uses the terms “measured” and “indicated resources.” We advise U.S.
            investors that while those terms are recognized and required by Canadian
            regulations, the U.S. Securities and Exchange Commission does not recognize
            them.** U.S.
            investors are cautioned not to assume that any part or all of mineral
            deposits
            in these categories will ever be converted into reserves.
 
 0.15
                      Au opt cut-off
                  **0.20
                      Au opt cut-off****(2)**
                  0.25
                      Au opt cut-offMeasured
                  119,000
                  **97,000**
                  73,000Indicated
                  400,000
                  **371,000**
                  305,000Measured
                      +Indicated
                  519,000
                  **467,000**
                  379,000
 (1)
            Mineral resources which are not mineral reserves do not have demonstrated
            economic viability.
 (2)
            Base
            case.
 
 **Cautionary
            Note to U.S. Investors concerning estimates of Inferred Resources.** This
            section uses the term “inferred resources.” We advise U.S. investors that while
            this term is recognized and required by Canadian regulations, the U.S.
            Securities and Exchange Commission does not recognize it. “Inferred resources”
have a great amount of uncertainty as to their existence, and great uncertainty
            as to their economic and legal feasibility. It cannot be assumed that
            all or any
            part of an Inferred Mineral Resource will ever be upgraded to a higher
            category.
            Under Canadian rules, estimates of Inferred Mineral Resources may not
            form the
            basis of feasibility or pre-feasibility studies, except in rare cases. **U.S.
            investors are cautioned not to assume that part or all of an inferred
            resource
            exists, or is economically or legally minable.**
 
 0.15
                      Au opt cut-off
                  **0.20
                      Au opt cut-off****(2)**
                  0.25
                      Au opt cut-offInferred
                      Resources
                  1,332,000
                  **1,273,000**
                  1,084,000
 (1)
            Mineral resources which are not mineral reserves do not have demonstrated
            economic viability.
 (2)
            Base
            case.
 
 While
            the
            economic viability of all mineral resource estimates, which are not classified
            as minable reserves, cannot be assured, the Company has based its resource
            analysis on operating mines in Northern Nevada, with similar ore type,
            exploitation method, metallurgical and milling characteristics. The key
            assumptions are as follows:
 
 1)
            Underground mining utilizing underhand, drift-and-fill exploitation methods.
            Cost estimated at US$50/ton of ore mined (inclusive of backfill costs).
            These
            costs are based upon the Company’s initial negotiations of contract rates for
            mining and development work with Small Mine Development (“SMD”).
 2)
            Access
            to the mineralized zones will be via ramp/decline beginning from the
            bottom of
            the existing CX-pit floor.
 3)
            The
            daily production rate from the combined Range Front and CX zones is estimated
            to
            be 700 tons per day.
 4)
            Carlin-type, refractory gold ore (similar to Getchell, Meikle, Jerritt
            Canyon,
            Deep Star mines), with recoveries estimated to be 93%.
 5)
            Processed by toll milling at third-party mill (Newmont’s Twin Creeks, Gold
            Quarry, or Lone Tree mills; Barrick’s Goldstrike complex; and/or Queenstake’s
            Jerritt Canyon mill). Toll milling costs are estimated to be $25/ton
            milled,
            including transportation. This is based on initial discussions between
            Atna and
            the third-party operators and assumes that 100% of Pinson ore will require
            either autoclave or roaster processing.
 6)
            Site
            indirect and administrative costs (General and Administrative costs)
            are
            estimated to be approximately $7/ton.
 7)
            Projected gold price of $400/oz.
 
 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 a Qualified Person as defined by National Instrument
            43-101,
            is responsible for the resource estimate and supervised the preparation
            of the
            entire Pinson Gold Property Technical Report. 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.
 
 During
            2005, the Company initiated a phase two work program at Pinson that included
            the
            development of a 14-foot by 16-foot adit to gain access to underground
            drill
            stations to further explore, define and expand the area of the Range
            Front
            mineralized zone and other mineralized structures in the hanging wall
            of the
            Range Front zone. Work during 2005 included the development of 3010 feet
            of
            exploration adit, crosscuts and drill stations. Drifting in the main
            adit
            encountered a new mineralized structure, the Ogee zone, in late July
            that
            contained in channel samples an average of 0.68 oz/ton gold over a width
            of 35
            feet. Drilling subsequent to the initial discovery in the adit has confirmed
            that the mineralized zone is laterally extensive and well mineralized
            with gold.
            The initial discovery drill hole, UGOG-004 contained an intercept grading
            0.97
            oz/ton over a core length of 148.5 feet. A total of 35 diamond drill
            holes have
            been completed through the zone and assay results have demonstrated average
            gold
            grades in excess of 0.5 oz/ton gold over potentially minable widths.
            No resource
            calculation has been completed on this new zone and several drill holes
            remain
            to be assayed. The zone is open at depth and along strike, but additional
            drilling must wait until new underground drill stations are developed.
 
 Work
            also
            continued on the Range Front zone to increase data density within the
            upper
            portion of the Range Front mineral resource announced in February 2005.
            Work
            within this zone included 3 underground diamond drill holes and 43 surface
            drill
            holes. Surface drilling included reverse circulation rotary drilling
            to complete
            and case pre-collars for later diamond drill-tails, diamond core only
            holes, and
            several in-fill and exploration reverse circulation rotary holes. Up
            to four
            drill rigs (2 core and 2 rotary) were active on the property during 2005
            and
            completed over 27,000 additional feet of drilling. No update to the mineral
            resource calculation as been completed on the Range Front zone. The work
            program
            laid-out in early 2005 has not yet been completed and additional drilling
            continues in the Range Front. No work was conducted on the CX structure
            during
            the year, but plans are currently being formulated to further explore
            this zone
            in conjunction with underground development work on the Ogee and Range
            Front
            zone during 2006.
 
 Total
            drilling at the property during 2005 included 27,046.6 feet of surface
            drilling
            (diamond and reverse circulation rotary drilling) and 12,683.4 feet of
            underground diamond drilling.
 
 *Surface
            Plant and Equipment*
 
 A
            variety
            of equipment remains on the property including several small buildings,
            water
            pipelines, and an electrical sub station. The Company is nearing completion
            of a
            small office/dry/warehouse building to support further work at the
            property.
  ***Triple
            Junction/Dixie Fork, Nevada, USA***
 
 *Terms
            of Acquisition*
 
 The
            Company owns a 100% interest in the property, subject to a 3% NSR (uncapped)
            and
            an obligation to pay the vendor 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
            Sage Gold Inc. whereby Sage may earn a 55% interest in the properties
            by
            drilling a minimum of 10,000 feet by November 30, 2007, 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 Sage’s election.
 
 *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 251 hectares (620 acres). The Triple Junction
            property
            is located approximately 6 km south east of Dixie Fork and is comprised
            of 36
            lode claims for approximately 259 hectares (640 acres). Access to both
            properties is by 4-wheel drive roads off secondary highways.
 
 Figure
            2.
            Location Map of the Triple Junction and Dixie Fork Properties
 
 *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
            by the
            Company or 2005 by Sage Reources, the Company’s venture partner on the
            property.
 
 ***Beowawe,
            Nevada, USA***
 
 *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 (7,150 feet drilled) 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 amending agreement dated August
            20,
            2005, for a consideration of US$50,000 paid to the optionor, the exploratory
            drilling commitment has been reduced to an additional 6,000 feet of drilling
            (over and above the 7,150 feet already drilled) before November 6, 2006.
            All
            other terms and conditions of the agreement remain unchanged.
 
 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 Apolo Gold & Energy Inc. (“Apolo”) in
            September, 2005. Apolo has the option to acquire a 55% interest in the
            Beowawe
            property by issuing a 100,000 restricted shares (received) to the Company
            upon
            execution of the Joint Venture Agreement and by issuing an additional
            50,000
            restricted shares or $50,000 worth of restricted shares, whichever, is
            greater
            on the first anniversary of the agreement and by spending US$1,700,000
            on
            exploration over a four-year period. Upon completion of the work commitment,
            Apolo may increase its interest to 70% by completing a bankable feasibility
            study. If the Company does not participate in project financing after
            tabling of
            the feasibility study, the Company will dilute to a 15% Net Profits
            Interest.
 
 *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 749 hectares (1,850 acres).
 
 Figure
            3.
            Location Map of the Beowawe Property
 
 Access
            to
            the property is by all weather gravel roads off secondary Highway 306
            that
            originates at Interstate 80.
 
 *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.
 
 *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. No drilling was conducted
            during
            2005.
 
 *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.
 
 ***Clover,
            Nevada, USA***
 
 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 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 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 in June, 2005, with New Sleeper Gold
            Corporation (“New Sleeper”). New Sleeper has the option to acquire a 100%
            interest in the property, subject to a 3% NSR royalty, which can be purchased
            for US$1,000,000 per percentage point. New Sleeper can acquire the property
            by
            making cumulative cash payments of US$305,000 (US$50,000 paid) over 7.5
            years.
            Subsequent to the 2005 year end, the agreement was terminated.
 
 *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 809 hectares (2,000 acres).
 
 Figure
            4.
            Location Map of the Clover Property
 
 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.
 
 *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.
 
 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).
 
 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.
 
 *Drilling
            by New Sleeper Gold*
 
 During
            2005, New Sleeper Gold permitted drill access roads and completed three
            diamond
            drill holes totaling 2,733 feet. The drilling was conducted near previous
            drilling at Clover Hill where previous results included high-grade gold
            intercepts. No significant gold intercepts were cut in the New Sleeper
            drilling.
 
 *2006
            Work program*
 
 The
            Company is seeking a new venture partner to advance the project and drill
            test
            the numerous targets identified in previous work.
 
 *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.
  II
  **Jarbidge,
            Nevada, USA**
 
 *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 15, 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 4, 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 4, 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.
 
 *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.
 
 Figure
            5.
            Location Map of the Jarbidge Property
 
 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.
 
 *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).
 
 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.
 
 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.
 
 The
            Company conducted only permitting related activities on the property
            during
            2005. This work included the finalization of the detailed archaeological
            survey
            required under US Forest Service (USFS) regulations. Subsequent to the
            close of
            business in 2005, this survey was submitted to the USFS and the State
            Historical
            Preservation Office (SHPO). SHPO must approve the work contained within
            the
            permit after a 30-day notice period, unless the work includes the destruction
            of
            significant archaeological sites. The Company does not anticipate any
            further
            delays with the drill permits and now anticipates full approval, subject
            to
            reclamation bond posting, well before the summer drilling season of
            2006.
 
 *Proposed
            Exploration Work*
 
 The
            Company is planning a 5,000 foot core drilling program for 2006 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 2006 work program will also include follow-up surface
            geochemical sampling and continued geological mapping to identify additional
            drill targets.
 
 *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.
 
 ***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, Yukon Zinc Corporation (“Yukon Zinc”) (previously named
            Expatriate Resources Ltd.) on May 31, 2004. The Company received $2,000,000
            in
            cash payments, 10,000,000 common shares of Yukon Zinc, 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. During 2005 and 2006, the Company exercised
            the 5,000,000 warrants and sold an aggregate of 13,500,000 common shares
            of
            Yukon Zinc.
 
 ***Marg
            Property, Yukon Territory***
 
 *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%.
 
 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 (cash and shares received); $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.
 ***Other
            Properties***
 
 The
            Company owns some other properties in the British Columbia, 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, 2005, 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.
 
 **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, 2005 Compared to Year Ended December 31,
            2004*
 
 The
            Company incurred a loss of $1,203,836 (2004 - $4,522,611; 2003 - $1,764,935)
            resulting in basic and diluted loss per share of $0.03 (2004 - $0.15;
            2003 -
            $0.08). The loss was primarily attributed to a write-off of mineral property
            costs of $315,809 (2004 - $1,881,448; 2003 - $743); a write-down of marketable
            securities of $233,244 (2004 - $Nil; 2003 - $32,799); a gain on sale
            of
            marketable securities of $411,877 (2004 - $45,858; 2003 - $38,492); and
            a loss
            on the sale of properties of $Nil (2004 - $1,615,809; 2003 -
            $4,586).
 
 The
            Company completed a brokered and non-brokered private placement financing
            on
            August 4, 2005 and August 11, 2005, respectively, receiving aggregate
            net
            proceeds in the amount of $5,128,107 (2004 - $3,648,758; 2003 - $2,099,277)
            by
            issuing 7,000,000 common shares at a price of $0.80 per share; completed
            a
            Special Warrants financing on December 16, 2005, receiving net proceeds
            of
            $9,331,663 by issuing 7,450,000 special warrants at a price of $1.35
            per special
            warrant with each special warrant convertible to one common share of
            the Company
            upon qualification by a short form prospectus; received aggregate proceeds
            of
            $243,225 (2004 - $109,500; 2003 - $99,250) from the exercise of stock
            options;
            and received aggregate proceeds of $5,074,192 (2004 - $458,460; 2003
            - $Nil)
            from the exercise of share purchase warrants.
 
 The
            Company received interest and other income of $386,406 (2004 - $119,315;
            2003 -
            $69,167). The increase was due to having a greater amount of funds on
            deposit
            and the investment of a certain portion of the funds in longer term financial
            instruments.
 
 The
            Company incurred general and administrative expenses of $1,537,754 (2004
            -
            $1,097,019; 2003 - $1,547,269). The increase was primarily attributed
            to an
            increase in consulting fees to $193,781 (2004 - $5,459; 2003 - $23,824)
            as a
            result of fees paid for financial consulting; an increase in office and
            miscellaneous expenses to $178,123 (2004 - $49,316; 2003 - $62,935) as
            a result
            of setting up and operating an office for the Pinson project **;** an
            increase in legal and audit costs to $132,157 (2004 - $40,169; 2003 -
            $45,773)
            as a result of additional professional services rendered due to the operation
            of
            the Pinson project and an increase in stock-based compensation to $148,866
            (2004
            - $94,770; 2003 - $94,576) as a result of the number of stock options
            that were
            vested over the period..
 
 The
            Company incurred exploration costs of $12,126,554 (2004 - $3,073,956;
            2003 -
            $694,915). The costs were attributed to exploration expenditures of $11,696,872,
            acquisition costs of $20,485 and an asset retirement obligation of $247,000
            on
            the Pinson property; exploration expenditures of $113,692 and acquisition
            costs
            of $12,085 on the Jarbidge property; exploration expenditures of $27,920,
            acquisition costs of $87,013 and cost recoveries of ($119,001) on the
            Beowawe
            property; exploration expenditures of $37,382, acquisition costs of $60,425
            and
            costs recoveries of ($77,042) on the Clover property; and exploration
            expenditures of $15,634, acquisition costs of $55,131 and cost recoveries
            of
            ($604,475) on other properties located in the USA, Canada and Chile.
            Of the
            exploration expenditures incurred on the Pinson property, $2,617,696
            was
            incurred on reserve definition, $1,871,915 on underground development,
            $3,516,822 on surface drilling; $1,557,929 on surface infrastructure,
            $1,922,923
            on administration and $209,587 on other. It is anticipated that the Company
            will
            incur exploration expenditures of approximately $1,500,000 on exploration
            properties other than the Pinson project in 2006. Exploration expenditures
            on
            the Pinson project for 2006 will be determined after a decision is made
            by
            Pinson Mining Company as to their participation in the project.
 
 *Year
            Ended December 31, 2004 Compared to Year Ended December 31,
            2003*
 
 The
            Company incurred a loss of $4,522,611 ($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.
 
 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*
 
 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.
 
 **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 $14,998,365 at December
            31, 2005,
            as compared to $8,079,661 at December 31, 2004, and $3,704,283 at December
            31,
            2003. The Company's current working capital position provides it with
            sufficient
            liquidity to provide it with adequate working capital for property maintenance
            requirements and administrative overhead for the next 12 months.
 
 At
            December 31, 2005, the outstanding stock options and share purchase warrants
            represented a total of 2,491,000 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.
 
 **US
            GAAP Reconciliation with Canadian GAAP** ****
 
 Under
            Canadian GAAP, mineral properties, including exploration, development
            and
            acquisition costs, are carried at cost and written down if the properties
            are
            abandoned, sold or if management decides not to pursue the properties.
            Under US
            GAAP, all expenditures relating to mineral interests prior to the completion
            of
            a definitive feasibility study, which establishes proven and probable
            reserves,
            must be expensed as incurred. Once a final feasibility study has been
            completed,
            additional costs incurred to bring a mine into production are capitalized
            as
            development costs.
 
 Under
            United States GAAP, Statements of Financial Accounting Standards No.
            123,
“Accounting for Stock-based Compensation” (“SFAS 123”) requires companies
            to establish a fair market value based method of accounting for stock-based
            compensation plans. Effective January 2004, the Company elected to follow
            the
            fair value method of accounting for stock-based compensation.
 
 There
            were no differences between Canadian GAAP and United States GAAP for
            the years
            ended June 30, 2005, 2004 and 2003.
 
 **Canadian
            GAAP Conflict in Accounting for Mineral Property Interests and Deferred
            Exploration Costs** ****
 
 In
            March
            2000, the Accounting Standards Board of the Canadian Institute of Chartered
            Accountants (“CICA”) issued Accounting Guideline No. 11 “Enterprises in the
            Development Stage” (“AcG 11”). AcG 11 addresses three distinct issues: i) the
            capitalization of costs/expenditures; ii) impairment; and iii) disclosure.
            Prior
            to its issuance, development stage entities were exempt from following
            certain
            aspects of Canadian GAAP. AcG 11 requires that all companies account
            for
            transactions based on the underlying characteristics of the transaction
            rather
            than the maturity of the enterprise. In addition, AcG 11 requires specific
            disclosure of information by development stage companies and is effective
            no
            later than fiscal periods beginning on or after April 1, 2000, which
            in the case
            of the Company, is the year ended December 31, 2001.
 
 In
            March
            2002, the Emerging Issues Committee (“EIC”) of the CICA issued EIC-126
“Accounting by Mining Enterprises for Exploration Costs” (“EIC-126”) which
            interprets how AcG 11 affects mining companies with respect to the deferral
            of
            exploration costs. EIC-126 refers to CICA Handbook Section 3061 “Property, Plant
            and Equipment” (“HB 3061”), paragraph .21, which states that for a mineral
            property interest, the cost of the asset includes exploration costs if
            the
            enterprise considers that such costs have the characteristics of property,
            plant
            and equipment.
 
 EIC-126
            then states that a mining enterprise that has not established mineral
            reserves
            objectively, and therefore does not have a basis for preparing a projection
            of
            the estimated cash flow from the mineral property interest, is not precluded
            from considering the exploration costs to have the characteristics of
            property,
            plant and equipment. EIC-126 also sets forth the EIC’s consensus that a mining
            enterprise in the development stage is not required to consider the conditions
            in AcG 11 regarding impairment in determining whether exploration costs
            may be
            initially capitalized. With respect to impairment of capitalized exploration
            costs, EIC-126 sets forth the EIC’s consensus that a mining enterprise in the
            development stage that has not established mineral reserves objectively,
            and,
            therefore, does not have a basis for preparing a projection of the  estimated
            cash flow from the property, is not obliged to conclude that capitalized
            costs
            have been impaired. However, such an enterprise should consider the conditions
            set forth in AcG 11 and HB 3061 in determining whether a subsequent write-down
            of capitalized exploration costs related to mineral property interest
            is
            required.
 
 As
            disclosed above, the Company considers that its mineral property interests
            and
            deferred exploration costs have the characteristics of property, plant
            and
            equipment, and, accordingly, the Company has chosen to classify its mineral
            property interests and deferred exploration costs as tangible assets
            in
            accordance with its interpretation of Canadian GAAP.
 
 Consult
            the Company’s audited annual consolidated financial statements for the year
            ended December 31, 2005 for the differences if the Company had chosen
            to account
            for these costs as intangible assets under HB 1581 and HB 3062.
 
 **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.
 
 **E.**
                  **Off-Balance
                      Sheet Arrangements**
 
 The
            Company does not have any off-balance sheet arrangements that have or
            are
            reasonably likely to have a current or future effect on the Company’s financial
            conditions, changes in financial condition, revenues or expenses, results
            of
            operations, liquidity, capital expenditures or capital resources that
            is
            material to investors.
 
 **F.**  **Tabular
            Disclosure of Contractual Obligations**
 
 The
            Company has no contractual obligations to disclose for the fiscal year
            ended
            December 31, 2005.
 **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
            20,
            2006, are as follows:
  II
  
 **Name
                      and Position in the Registrant**
                  **Other
                      Principal Directorships**
                  **Principal
                      Business Activities Outside the Company****Glen
                      D. Dickson**(1)(2)
                    Chairman
                      and Director
                  Gold-Ore
                      Resources Ltd.,
                    Cumberland
                      Resources Ltd.
                    Red
                      Dragon Resources Ltd.
                  Chairman
                      and CEO of Gold-Ore Resources Ltd.**David
                      H. Watkins**
                    President,
                      Chief Executive Officer and Director
                  Ashton
                      Mining of Canada Inc.,
                    Maudore
                      Minerals Ltd.,
                    Golden
                      Goose Resources Inc.
                  None**William
                      J. Coulter**(1)(2)
                    Director
                  Commander
                      Resources Ltd.
                  Chairman
                      of Commander Resources Ltd.**James
                      K.B. Hesketh**(1)(2)
                    Director
                  Canyon
                      Resources Corporation,
                    Apogee
                      Minerals Ltd.
                  President
                      and CEO of Canyon Resources Corporation and President of Kalex
                      Inc.**Wilson
                      J. Barbour**(1)
                    Director
                  None
                  None**William
                      R. Stanley**
                    Vice
                      President, Exploration
                  None
                  None**G.
                      Ross McDonald**
                    Chief
                      Financial Officer
                  Corriente
                      Resources Inc.,
                    Frontier
                      Pacific Mining Corp.,
                    Fjordland
                      Explorations Ltd.
                  Self-employed
                      Chartered Accountant**Bonnie
                      L. Whelan**
                    Corporate
                      Secretary
                  Ascot
                      Resources Ltd.
                  None
 (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.
 
 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 38 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 held the positions of **** President,
            CEO and Director of Canyon Resources since August 2, 2005.  He has
            had a 26 year career in the mining industry which has spanned positions
            in
            mining finance, operations, consulting, business development and engineering
            with companies including: RMB Resources, NM Rothschild & Sons, Cyprus Amax;
            Pincock, Allen & Holt, and Dresser Industries. This experience has included
            both domestic and international postings. Mr. Hesketh holds degrees in
            Mining
            Engineering and Mineral Economics from the Colorado School of Mines.
            Mr. Hesketh
            is a non-executive director of the Company and Apogee Minerals
            Limited.
 
 **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 26 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 36 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.
 
 **Bonnie
            L. Whelan -** Ms.
            Whelan has 19 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.
 
 **(B)**
                  **Compensation**
 
 The
            Company has four officers.
 
 Information
            specified in this Item for individually named directors and senior officers
            incorporates by reference the Management Information Proxy Circular dated
            March
            20, 2006, prepared in connection with the Company’s Annual General Meeting to be
            held on April 20, 2006 (see Exhibit 15.1).
 
 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, 2005:
 
 Annual
                      Compensation
                  Long
                      Term CompensationAwards
                  PayoutsName
                      and Principal Position
                  Year(1)
                  Salary
                    ($)
                  Bonus
                    ($)(2)
                  Other
                      Annual Compensation
                    ($)
                  Securities
                      Under Options / SARs(3)granted
                    ($)
                  Restricted
                      Shares or Restricted Share Units
                    ($)
                  LTIP(4)payouts
                    ($)
                  All
                      Other Compensation ($)**David
                      H. Watkins**
                    President,
                      Chief Executive Officer and Director
                  2005
                  160,000
                  Nil
                  Nil
                  300,000(6)
                  Nil
                  Nil
                  n/a**William
                      J. Coulter**
                    Director
                  2005
                  n/a
                  Nil
                  Nil
                  75,000(6)
                  Nil
                  Nil
                  n/a**James
                      K.B. Hesketh**
                    Director
                  2005
                  n/a
                  Nil
                  Nil
                  75,000(6)
                  Nil
                  Nil
                  n/a**Glen
                      D. Dickson**
                    Chairmanand
                      Director
                  2005
                  n/a
                  Nil
                  Nil
                  100,000(6)
                  Nil
                  Nil
                  n/a**Wilson
                      J. Barbour**
                    Director
                  2005
                  n/a
                  Nil
                  Nil
                  75,000(6)
                  Nil
                  Nil
                  n/a**William
                      R. Stanley**
                    VP
                      Exploration
                  2005
                  139,920
                  Nil
                  Nil
                  150,000(6)
                  Nil
                  Nil
                  n/a**G.
                      Ross McDonald**
                    Chief
                      Financial Officer
                  2005
                  30,000
                  Nil
                  Nil
                  50,000(5)
                  Nil
                  Nil
                  n/a**Bonnie
                      L. Whelan**
                    Corporate
                      Secretary
                  2005
                  100,000
                  Nil
                  Nil
                  100,000(5)
 (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 $0.59 per share prior to February
            8,
            2008.
 (6)
            Stock
            Options are exercisable at a price of $0.70 per share prior to April
            18,
            2008.
 
 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**
 
 ***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.
 
 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 Special Meeting (the “Meeting”) to be held on April
            20, 2006.
 
 *Election
            of Directors*
 
 The
            Company's Board of Directors presently has five members. At the Meeting
            to be
            held on April 20, 2006, two directors are to be elected, to hold office
            for the
            term expiring at the Annual General Meeting in 2009 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 2007 and 2008, respectively.
 
 The
            information in the following table has been provided by the respective
            directors:
 
 **Name,
                      Country of Ordinary Residence**
                  **Present
                      principal Occupation, business or employment and, if not elected
                      a
                      director by a vote of security holders, occupation, business
                      or employment
                      during the past 5 years**(2)
                  **First
                      and Present Position with the Company**(1)
                  **Approx.
                      no. of voting securities beneficially owned, directly or indirectly
                      or
                      over which direction or control is exercised**(3)**Nominees
                      for Election - Directors whose terms of office will expire
                      at the Annual
                      General Meeting in 2009****Glen
                      D. Dickson******(4)(5)
                    Canada
                  Geologist;
                      Chairman and Chief Executive Officer, Gold-Ore Resources Ltd.,
                      Nov./2002
                      to date.
                  Chairman
                      and Director, Dec.05/2002 to date
                  195,000**Wilson
                      J. Barbour**(4)
                    Canada
                  Independent
                      Financial Consultant.
                  Director,
                      May 20/2003 to date
                  100,000**Directors
                      whose terms of office will expire at the Annual General Meeting
                      in
                      2008****William
                      J. Coulter**(4)(5)****
                    Canada
                  Chairman
                      and Chief Executive Officer, Commander Resources Ltd., Feb./2004
                      to date;
                      President, Major General Resources Ltd.., August 1999 to
                      Feb./2004.
                  Director,
                      Jun.01/1984 to date
                  130,000(6)**James
                      K.B. Hesketh**(4)(5)
                    United
                      States
                  President
                      & CEO, Canyon Resources Corporation, Mar./2005 to date; President,
                      Kalex Inc, Jun./1994-Feb./2005; VP & Principal Mining Engineer, NM
                      Rothschild & Sons (Denver) Inc., Feb./2000-Jan./2004.
                  Director,
                      Sep.20/2001 to date
                  75,000**Directors
                      whose terms of office will expire at the Annual General Meeting
                      in
                      2007****David
                      H. Watkins**
                    Canada
                  President,
                      Chief Executive Officer and Director of the Company.
                  President
                      and Chief
                    Executive
                      Officer, Mar.22/2000 to date
                  723,880
 (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)
            Securities beneficially owned by directors are based on information furnished
            to
            the Company by the nominees.
 (4)
            Member of Audit Committee.
 (5)
            Member of the Compensation Committee.
 (6)
            54,500 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.
 
 ***Termination
            of Employment, Change in Responsibilities and Employment
            Contracts***
 
 During
            the fiscal year ended December 31, 2005, 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:
 
 Terry
            Owen resigned as Vice-President, Operations on June 10, 2005.
 
 ***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:
 
 *Audit
            Committee Charter*
 
 **Purpose**
 
 The
            Committee serves as the representative of the Board for the general oversight
            of
            the Company’s affairs relating to:
 
 ·  the
            internal controls and management information systems of the Company
 ·  the
            quality and integrity of the Company’s financial statements
 ·  the
            Company’s compliance with legal and regulatory requirements
 ·  the
            auditor’s qualifications and independence; and
 ·  the
            performance of the Company’s internal audit function and auditors.
 
 Through
            its activities, the Committee facilitates open communication among directors,
            auditors and management by meeting in private sessions regularly with
            these
            parties.
 
 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**
 
 The
            Audit
            Committee shall convene at least four times a year.
 
 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.
  II
  **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.
 
 *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.
  II
  **Committee
            Membership**
 
 The
            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.
 
 
 7.  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.
  II
  **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 March 20, 2006:
 
 **Name**
                  **#
                      of Common Shares Held**
                  **Number
                      of Stock Options**
                  **Number
                      of Warrants**
                  **Exercise
                      Price**
                    **$**
                  **Expiry
                      Date**David
                      H. Watkins
                  723,880
                  200,000
                    100,000
                    300,000
                    150,000
                  -
                    -
                    -
                    -
                  0.25
                    0.325
                    0.70
                    2.01
                  Jun
                      16/2006
                    Apr
                      20/21007
                    Apr
                      18/2008
                    Jan
                      30/09William
                      J. Coulter
                  130,000(1)
                  75,000
                    75,000
                  -
                    -
                  0.70
                    2.01
                  Apr
                      18/2008
                    Jan
                      30/2009James
                      K.B. Hesketh
                  75,000
                  75,000
                    75,000
                  -
                    -
                  0.70
                    2.01
                  Apr
                      18/2008
                    Jan
                      30/2009Glen
                      D. Dickson
                  195,000
                  50,000
                    100,000
                    75,000
                  -
                    -
                    -
                  0.325
                    0.70
                    2.01
                  Apr
                      20/2007
                    Apr
                      18/2008
                    Jan
                      30/2009Wilson
                      J. Barbour
                  100,000
                  75,000
                    75,000
                  -
                    -
                  0.70
                    2.01
                  Apr
                      18, 2008
                    Jan
                      30/2009William
                      R. Stanley
                  15,000
                  250,000
                    50,000
                    150,000
                    125,000
                  -
                    -
                    -
                    -
                  0.50
                    0.325
                    0.70
                    2.01
                  Jan
                      9/2007
                    Apr
                      20/2007
                    Apr
                      18/2008
                    Jan
                      30/2009G.
                      Ross McDonald
                  -
                  50,000
                    20,000
                  -
                    -
                  0.59
                    2.01
                  Feb
                      8/2009
                    Jan
                      30/2009Bonnie
                      L. Whelan
                  **-**
                  100,000
                    50,000
                  -
                    -
                  0.59
                    2.01
                  Feb
                      8/2008
                    Jan
                      30/2009
 (1)
            54,500 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, the Annual and Extraordinary General Meeting held on
            May 20,
            2003, and the Annual and Extraordinary Meeting held on April 14, 2005
            where
            under up to a total of 5,000,000 common shares may be allocated and reserved
            for
            option. As of the date hereof, 4,925,500 common shares have been granted
            under
            the Existing Plan so that 74,500 common shares are available for option
            under
            the Plan.
 
 The
            Company will be seeking the approval of the shareholders at the Meeting
            to be
            held on April 20, 2006, to increase the number of shares that have been
            allocated and reserved for use in the Company’s Existing Plan from 500,000 to
            6,355,864 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, 2005, as provided by the Company’s transfer agent, Pacific
            Corporate Trust Company:
 
 **Country**
                  **Total
                      Holders**
                  **%**
                  **Total
                      Holdings**
                  **%**USA
                    Canada
                    Other
                      Countries
                  23
                    35
                    2
                  38.33
                    58.33
                    3.33
                  2,733,777
                    60,819,260
                    5,600
                  4.30
                    95.69
                    0.01
 
 **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***
 
 No
            directors or senior officers of the Company are indebted to the Company
            or have
            been indebted to the Company since the beginning of the last financial
            year of
            the Company.
 
 **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**
  II
  **Financial
            Statements**
 
 Attached
            hereto are the audited financial statements of the Company for the fiscal
            years
            ended December 31, 2005 and 2004. 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. The
            lawsuit was dismissed on November 1, 2005, with no charge or claim against
            Plaintiff or the Company.
 
 
 **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 on the
            Toronto Stock Exchange are set forth below.
 
 ***For
            the five most recent full financial years: the annual high and low market
            closing prices:***
 
 **High
                      - $**
                  **Low
                      - $**2001
                  0.59
                  0.242002
                  0.51
                  0.192003
                  0.62
                  0.212004
                  0.95
                  0.292005
                  2.56
                  0.55
 
 
 ***For
            the two most recent full financial years and any subsequent period: the
            high and
            low market closing prices for each full financial
            quarter:***
 
 **High
                      - $**
                  **Low
                      - $***Fiscal
                      2004*First
                      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
                  0.45*Fiscal
                      2005*First
                      Quarter, ended 03/31/05
                  0.73
                  .067Second
                      Quarter, ended 06/30/05
                  0.77
                  0.75Third
                      Quarter, ended 09/30/05
                  1.08
                  1.03Fourth
                      Quarter, ended 12/31/05
                  2.00
                  1.95*Fiscal
                      2006*First
                      two months, ended 02/28/06
                  2.56
                  1.75
 
 
 ***For
            the most recent six months: the high and low market closing prices for
            each
            month:***
 
 **High
                      - $**
                  **Low
                      - $**September
                      2005
                  1.08
                  1.03October
                      2005
                  0.96
                  0.88November
                      2005
                  1.57
                  1.44December
                      2005
                  2.00
                  1.95January
                      2006
                  2.56
                  1.91February
                      2006
                  2.17
                  1.75
 
 **B.**
                  **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.
 
 **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 April 14, 2005
            the shareholders approved a special resolution to replace the previous *Company
            Act* (British
            Columbia) with the *Business
            Corporations Act* (British
            Columbia) (the “BCBCA”) as legislated by the Province of British Columbia on
            March 29, 2004. As now permitted by the BCBCA, the Company altered 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.
 
 The
            table
            presented below reports on the current authorized capital of the Company.
 
 Designation
                      of Security
                  Authorized
                  Outstanding
                      as at Dec. 31, 2005
                  Outstanding
                      as at March 20, 2006Common
                      Shares
                  Unlimited
                  $51,286,111
                    (55,429,067
                      shares)
                  $61,759,315
                    (63,558,637shares)Preferred
                      Shares
                  Unlimited
                  Nil
                  Nil
 
 As
            at
            March 20, 2006, the Company had outstanding stock options to purchase
            a total of
            2,755,000 common shares, exercisable at prices ranging from $0.25 to
            $2.01 per
            share prior to January 20, 2009 and share purchase warrants to purchase
            a total
            of 547,930 common shares, exercisable at prices ranging from $0.80 to
            $1.55 per
            share prior to December 16, 2006.
 
 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:
 
 2005
                  
                  2004
                  
                  2003Number
                      of
                    Shares
                  
                  Amount
                    $
                  
                  Number
                      of
                    Shares
                  
                  Amoun
                    $t
                  
                  Number
                      of
                    Shares
                  
                  Amount
                    $Opening
                      balance
                  38,950,872
                  
                  40,795,561
                  
                  30,194,667
                  
                  36,524,790
                  
                  21,757,037
                  
                  34,051,138Issued
                      for:Private
                      placement
                  7,000,000
                  
                  5,128,107
                  
                  7,280,000
                  
                  3,648,757
                  
                  6,976,000
                  
                  2,099,227Warrants
                  8,538,195
                  
                  5,074,192
                  
                  1,036,205
                  
                  458,461
                  
                  
                  
                  -Exercise
                      of stock options
                  940,000
                  
                  243,225
                  
                  410,000
                  
                  147,653
                  
                  400,000
                  
                  99,250Property
                  -
                  
                  -
                  
                  30,000
                  
                  15,900
                  
                  300,000
                  
                  99,950Severance
                      settlement
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  761,630
                  
                  171,175Stock-based
                      compensation
                  -
                  
                  45,026
                  
                  -
                  
                  38,153
                  
                  -
                  
                  -Closing
                      balance
                  55,429,067
                  
                  51,286,111
                  
                  38,950,872
                  
                  $40,795,561
                  
                  30,194,667
                  
                  $36,524,790
 
 **B.**
                  **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. On April
            14, 2005,
            the Company adopted the *Business
            Corporations Act* (British
            Columbia) (the “BCBCA”) as legislated by the Province of British Columbia on
            March 29, 2004 Under the BCBCA, the Company adopted new Articles consistent
            with
            the terms and provisions of the BCBCA.
 
 **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.
  II
  **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.
 
 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.
 
 **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: (i)
            back-in to
            a 70% interest by spending an additional US$30 million on the project
            over a
            3-year period; (ii) f orm
            a
            70:30 joint venture, with the Company holding a 70% interest as Operator
            and
            each party contributing its share of further expenditures; or (iii)
            o ffer
            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 Sage Gold Inc. Sage may earn a 55%
            interest in
            the properties by drilling a minimum of 10,000 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 Sage’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.
 
 **2005**
 
 By
            an
            agreement dated February 4, 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 4, 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.
 
 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 (cash and shares received); $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.
 
 The
            Company entered into an agreement in June, 2005, with New Sleeper Gold
            Corporation (“New Sleeper”). New Sleeper has the option to acquire a 100%
            interest in the property, subject to a 3% NSR royalty, which can be purchased
            for US$1,000,000 per percentage point. New Sleeper can acquire the property
            by
            making cumulative cash payments of US$305,000 (US$50,000 paid) over 7.5
            years.
            Subsequent to the 2005 year end, the agreement was terminated.
 
 The
            Company entered into an agreement with Apolo Gold & Energy Inc. (‘Apolo) in
            September, 2005. Apolo has the option to acquire a 55% interest in the
            Beowawe
            property by issuing a 100,000 restricted shares (received) to the Company
            upon
            execution of the Joint Venture Agreement and by issuing an additional
            50,000
            restricted shares or $50,000 worth of restricted shares, whichever, is
            greater
            on the first anniversary of the agreement and by spending US$1,700,000
            on
            exploration over a four-year period. Upon completion of the work commitment,
            Apolo may increase its interest to 70% by completing a bankable feasibility
            study. If the Company does not participate in project financing after
            tabling of
            the feasibility study, the Company will dilute to a 15% Net Profits
            Interest.
 
 **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**
 
 **U.S.
            Federal Income Tax Consequences**
  The
            following is a summary of the anticipated material U.S. federal income
            tax
            consequences to a U.S. Holder (as defined below) arising from and relating
            to
            the acquisition, ownership, and disposition of Common Shares.
 
 This
            summary is for general information purposes only and does not purport
            to be a
            complete analysis or listing of all potential U.S. federal income tax
            consequences that may apply to a U.S. Holder as a result of the acquisition,
            ownership, and disposition of Common Shares. In addition, this summary
            does not
            take into account the individual facts and circumstances of any particular
            U.S.
            Holder that may affect the U.S. federal income tax consequences of the
            acquisition, ownership, and disposition of Common Shares. Accordingly,
            this
            summary is not intended to be, and should not be construed as, legal
            or U.S.
            federal income tax advice with respect to any U.S. Holder. Each U.S.
            Holder
            should consult its own financial advisor, legal counsel, or accountant
            regarding
            the U.S. federal income, U.S. state and local, and foreign tax consequences
            of
            the acquisition, ownership, and disposition of Common Shares.
 
 **Scope
            of this Summary**
 
 Authorities
 
 This
            summary is based on the Internal Revenue Code of 1986, as amended (the
“Code”),
            Treasury Regulations (whether final, temporary, or proposed), published
            rulings
            of the Internal Revenue Service (the “IRS”), published administrative positions
            of the IRS, the Convention Between Canada and the United States of America
            with
            Respect to Taxes on Income and on Capital, signed September 26, 1980,
            as amended
            (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable
            and, in each case, as in effect and available, as of the date of this
            Annual
            Report. Any
            of
            the authorities on which this summary is based could be changed in a
            material
            and adverse manner at any time, and any such change could be applied
            on a
            retroactive basis. This
            summary does not discuss the potential effects, whether adverse or beneficial,
            of any proposed legislation that, if enacted, could be applied on a retroactive
            basis.
 
 U.S.
            Holders
 
 For
            purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares
            that, for U.S. federal income tax purposes, is (a) an individual who is a
            citizen or resident of the U.S., (b) a corporation, or any other entity
            classified as a corporation for U.S. federal income tax purposes, that
            is
            created or organized in or under the laws of the U.S. or any state in
            the U.S.,
            including the District of Columbia, (c) an estate if the income of such
            estate is subject to U.S. federal income tax regardless of the source
            of such
            income, or (d) a trust if (i) such trust has validly elected to be
            treated as a U.S. person for U.S. federal income tax purposes or (ii) a
            U.S. court is able to exercise primary supervision over the administration
            of
            such trust and one or more U.S. persons have the authority to control
            all
            substantial decisions of such trust.
 
 Non-U.S.
            Holders
 
 For
            purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common
            Shares other than a U.S. Holder. This summary does not address the U.S.
            federal
            income tax consequences of the acquisition, ownership, and disposition
            of Common
            Shares to non-U.S. Holders. Accordingly, a non-U.S. Holder should consult
            its
            own financial advisor, legal counsel, or accountant regarding the U.S.
            federal
            income, U.S. state and local, and foreign tax consequences (including
            the
            potential application of and operation of any income tax treaties) of
            the
            acquisition, ownership, and disposition of Common Shares.
 
 U.S.
            Holders Subject to Special U.S. Federal Income Tax Rules Not
            Addressed
 
 This
            summary does not address the U.S. federal income tax consequences of
            the
            acquisition, ownership, and disposition of Common Shares to U.S. Holders
            that
            are subject to special provisions under the Code, including the following
            U.S.
            Holders: (a) U.S. Holders that are tax-exempt organizations, qualified
            retirement plans, individual retirement accounts, or other tax-deferred
            accounts; (b) U.S. Holders that are financial institutions, insurance
            companies, real estate investment trusts, or regulated investment companies;
            (c) U.S. Holders that are dealers in securities or currencies or U.S.
            Holders that are traders in securities that elect to apply a mark-to-market
            accounting method; (d) U.S. Holders that have a “functional currency” other
            than the U.S. dollar; (e) U.S.
            Holders that are liable for the alternative minimum tax under the Code;
            (f) U.S. Holders that own Common Shares as part of a straddle, hedging
            transaction, conversion transaction, constructive sale, or other arrangement
            involving more than one position; (g) U.S. Holders that acquired Common
            Shares in connection with the exercise of employee stock options or otherwise
            as
            compensation for services; (h) U.S. Holders that hold Common Shares other
            than as a capital asset within the meaning of Section 1221 of the Code; or
            (i) U.S. Holders that own (directly, indirectly, or constructively) 10% or
            more, by voting power or value, of the outstanding shares of the Company. U.S.
            Holders that are subject to special provisions under the Code, including
            U.S.
            Holders described immediately above, should consult their own financial
            advisor,
            legal counsel or accountant regarding the U.S. federal income, U.S. state
            and
            local, and foreign tax consequences of the acquisition, ownership, and
            disposition of Common Shares.
 
 If
            an
            entity that is classified as a partnership (or “pass-through” entity) for U.S.
            federal income tax purposes holds Common Shares, the U.S. federal income
            tax
            consequences to such partnership (or “pass-through” entity) and the partners of
            such partnership (or owners of such “pass-through” entity) generally will depend
            on the activities of the partnership (or “pass-through” entity) and the status
            of such partners (or owners). Partners of entities that are classified
            as
            partnerships (or owners of “pass-through” entities) for U.S. federal income tax
            purposes should consult their own financial advisor, legal counsel or
            accountant
            regarding the U.S. federal income tax consequences of the acquisition,
            ownership, and disposition of Common Shares.
 
 Tax
            Consequences Other than U.S. Federal Income Tax Consequences Not
            Addressed
 
 This
            summary does not address the U.S. state and local, U.S. federal estate
            and gift,
            or foreign tax consequences to U.S. Holders of the acquisition, ownership,
            and
            disposition of Common Shares. Each U.S. Holder should consult its own
            financial
            advisor, legal counsel, or accountant regarding the U.S. state and local,
            U.S.
            federal estate and gift, and foreign tax consequences of the acquisition,
            ownership, and disposition of Common Shares.
 
 **U.S.
            Federal Income Tax Consequences** **of
            the Acquisition, Ownership, and Disposition of Common
            Shares**
  Distributions
            on Common Shares
 
 ***General
            Taxation of Distributions***
 
 A
            U.S.
            Holder that receives a distribution, including a constructive distribution,
            with
            respect to the Common Shares will be required to include the amount of
            such
            distribution in gross income as a dividend (without reduction for any
            Canadian
            income tax withheld from such distribution) to the extent of the current
            or
            accumulated “earnings and profits” of the Company. To the extent that a
            distribution exceeds the current and accumulated “earnings and profits” of the
            Company, such distribution will be treated (a) first, as a tax-free return
            of capital to the extent of a U.S. Holder’s tax basis in the Common Shares and,
            (b) thereafter, as gain from the sale or exchange of such Common Shares.
            (See more detailed discussion at “Disposition of Common Shares” below).
 
 ***Reduced
            Tax Rates for Certain Dividends***
 
 For
            taxable years beginning after December 31, 2002 and before January 1,
            2009, a
            dividend paid by the Company generally will be taxed at the preferential
            tax
            rates applicable to long-term capital gains if (a) the Company is a
“qualified foreign corporation” (as defined below), (b) the U.S. Holder
            receiving such dividend is an individual, estate, or trust, and (c) such
            dividend is paid on Common Shares that have been held by such U.S. Holder
            for at
            least 61 days during the 121-day period beginning 60 days before the
            “ex-dividend date.”
 
 The
            Company generally will be a “qualified foreign corporation” under
            Section 1(h)(11) of the Code (a “QFC”) if (a) the Company is
            incorporated in a possession of the U.S., (b) the Company is eligible for
            the benefits of the Canada-U.S. Tax Convention, or (c) the Common Shares
            are readily tradable on an established securities market in the U.S.
            However,
            even if the Company satisfies one or more of such requirements, the Company
            will
            not be treated as a QFC if the Company is a “passive foreign investment company”
(as defined below) for the taxable year during which the Company pays
            a dividend
            or for the preceding taxable year. In 2003, the U.S. Department of the
            Treasury
            (the “Treasury”) and the IRS announced that they intended to issue Treasury
            Regulations providing procedures for a foreign corporation to certify
            that it is
            a QFC. Although these Treasury Regulations have not yet been issued,
            the
            Treasury and the IRS have confirmed their intention to issue these Treasury
            Regulations. It is expected that these Treasury Regulations will obligate
            persons required to file information returns to report a dividend paid
            by a
            foreign corporation as a dividend from a QFC if the foreign corporation
            has,
            among other things, certified under penalties of perjury that the foreign
            corporation was not a “passive foreign investment company” for the taxable year
            during which the foreign corporation paid the dividend or for the preceding
            taxable year.
 
 As
            discussed below, the Company believes that it was a “passive foreign investment
            company” for the taxable year ended December 31, 2005. (See more detailed
            discussion at “Additional Rules that May Apply to U.S. Holders—Passive Foreign
            Investment Company” below). Accordingly, the Company does not believe that it
            was a QFC for the taxable year ended December 31, 2005.
 
 If
            the
            Company is not a QFC, a dividend paid by the Company to a U.S. Holder,
            including
            a U.S. Holder that is an individual, estate, or trust, generally will
            be taxed
            at ordinary income tax rates (and not at the preferential tax rates applicable
            to long-term capital gains). The dividend rules are complex, and each
            U.S.
            Holder should consult its own financial advisor, legal counsel, or accountant
            regarding the dividend rules.
 
 ***Distributions
            Paid in Foreign Currenc*** *y*
 
 The
            amount of a distribution paid to a U.S. Holder in foreign currency generally
            will be equal to the U.S. dollar value of such distribution based on
            the
            exchange rate applicable on the date of receipt. A U.S. Holder that does
            not
            convert foreign currency received as a distribution into U.S. dollars
            on the
            date of receipt generally will have a tax basis in such foreign currency
            equal
            to the U.S. dollar value of such foreign currency on the date of receipt.
            Such a
            U.S. Holder generally will recognize ordinary income or loss on the subsequent
            sale or other taxable disposition of such foreign currency (including
            an
            exchange for U.S. dollars).
 
 ***Dividends
            Received Deduction***
 
 Dividends
            paid on the Common Shares generally will not be eligible for the “dividends
            received deduction.” The availability of the dividends received deduction is
            subject to complex limitations that are beyond the scope of this discussion,
            and
            a U.S. Holder that is a corporation should consult its own financial
            advisor,
            legal counsel, or accountant regarding the dividends received
            deduction.
 
 ***Disposition
            of Common Shares***
 
 A
            U.S.
            Holder will recognize gain or loss on the sale or other taxable disposition
            of
            Common Shares in an amount equal to the difference, if any, between (a) the
            amount of cash plus the fair market value of any property received and
            (b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise
            disposed of. Any such gain or loss generally will be capital gain or
            loss, which
            will be long-term capital gain or loss if the Common Shares are held
            for more
            than one year. Gain or loss recognized by a U.S. Holder on the sale or
            other
            taxable disposition of Common Shares generally will be treated as “U.S. source”
for purposes of applying the U.S. foreign tax credit rules. (See more
            detailed
            discussion at “Foreign Tax Credit” below).
 
 Preferential
            tax rates apply to long-term capital gains of a U.S. Holder that is an
            individual, estate, or trust. There are currently no preferential tax
            rates for
            long-term capital gains of a U.S. Holder that is a corporation. Deductions
            for
            capital losses are subject to significant limitations under the Code.
 
 ***Foreign
            Tax Credit***
 
 A
            U.S.
            Holder that pays (whether directly or through withholding) Canadian income
            tax
            with respect to dividends paid on the Common Shares generally will be
            entitled,
            at the election of such U.S. Holder, to receive either a deduction or
            a credit
            for such Canadian income tax paid. Generally, a credit will reduce a
            U.S.
            Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas
            a deduction will reduce a U.S. Holder’s income subject to U.S. federal income
            tax. This election is made on a year-by-year basis and applies to all
            foreign
            taxes paid (whether directly or through withholding) by a U.S. Holder
            during a
            year.
 
 Complex
            limitations apply to the foreign tax credit, including the general limitation
            that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S.
            federal income tax liability that such U.S. Holder’s “foreign source” taxable
            income bears to such U.S. Holder’s worldwide taxable income. In applying this
            limitation, a U.S. Holder’s various items of income and deduction must be
            classified, under complex rules, as either “foreign source” or “U.S. source.” In
            addition, this limitation is calculated separately with respect to specific
            categories of income (including “passive income,” “high withholding tax
            interest,” “financial services income,” “general income,” and certain other
            categories of income). Dividends paid by the Company generally will constitute
            “foreign source” income and generally will be categorized as “passive income”
or, in the case of certain U.S. Holders, “financial services income.” However,
            for taxable years beginning after December 31, 2006, the foreign tax
            credit
            limitation categories are reduced to “passive income” and “general income” (and
            the other categories of income, including “financial services income,” are
            eliminated). The foreign tax credit rules are complex, and each U.S.
            Holder
            should consult its own financial advisor, legal counsel, or accountant
            regarding
            the foreign tax credit rules.
 
 ***Information
            Reporting; Backup Withholding Tax***
 
 Payments
            made within the U.S., or by a U.S. payor or U.S. middleman, of dividends
            on, or
            proceeds arising from the sale or other taxable disposition of, Common
            Shares
            generally will be subject to information reporting and backup withholding
            tax,
            at the rate of 28%, if a U.S. Holder (a) fails to furnish such U.S.
            Holder’s correct U.S. taxpayer identification number (generally on Form W-9),
            (b) furnishes an incorrect U.S. taxpayer identification number, (c) is
            notified by the IRS that such U.S. Holder has previously failed to properly
            report items subject to backup withholding tax, or (d) fails to certify,
            under penalty of perjury, that such U.S. Holder has furnished its correct
            U.S.
            taxpayer identification number and that the IRS has not notified such
            U.S.
            Holder that it is subject to backup withholding tax. However, U.S. Holders
            that
            are corporations generally are excluded from these information reporting
            and
            backup withholding tax rules. Any amounts withheld under the U.S. backup
            withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S.
            federal income tax liability, if any, or will be refunded, if such U.S.
            Holder
            furnishes required information to the IRS. Each U.S. Holder should consult
            its
            own financial advisor, legal counsel, or accountant regarding the information
            reporting and backup withholding tax rules.
 
 **Additional
            Rules that May Apply to U.S. Holders**
 
 If
            the
            Company is a
“controlled foreign corporation” or a “passive foreign investment company” (each
            as defined below ),
            the
            preceding sections of this summary may not describe the U.S. federal
            income tax
            consequences to U.S. Holders of the acquisition, ownership, and disposition
            of
            Common Shares.
 
 ***Controlled
            Foreign Corporation***
 
 The
            Company generally will be a “controlled foreign corporation” under
            Section 957 of the Code (a “CFC”) if more than 50% of the total voting
            power or the total value of the outstanding shares of the Company is
            owned,
            directly or indirectly, by citizens or residents of the U.S., domestic
            partnerships, domestic corporations, domestic estates, or domestic trusts
            (each
            as defined in Section 7701(a)(30) of the Code), each of which own, directly
            or indirectly, 10% or more of the total voting power of the outstanding
            shares
            of the Company (a “10% Shareholder”).
 
 If
            the
            Company is a CFC, a 10% Shareholder generally will be subject to current
            U.S. federal income tax with respect to (a) such 10% Shareholder’s pro rata
            share of the “subpart F income” (as defined in Section 952 of the Code) of
            the Company and (b) such 10% Shareholder’s pro rata share of the
            earnings of the Company invested in “United States property” (as defined in
            Section 956 of the Code). In addition, under Section 1248 of the Code,
            any gain recognized on the sale or other taxable disposition of Common
            Shares by
            a U.S. Holder that was a 10% Shareholder at any time during the five-year
            period ending with such sale or other taxable disposition generally will
            be
            treated as a dividend to the extent of the “earnings and profits” of the Company
            that are attributable to such Common Shares. If the Company is both a
            CFC and a
“passive foreign investment company” (as defined below), the Company generally
            will be treated as a CFC (and not as a “passive foreign investment company”)
            with respect to any 10% Shareholder.
 
 The
            Company does not believe that it has previously been, or currently is,
            a CFC.
            However, there can be no assurance that the Company will not be a CFC
            for the
            current or any subsequent taxable year.
 
 **Passive
            Foreign Investment Company** ******
 
 The
            Company generally will be a “passive foreign investment company” under
            Section 1297 of the Code (a “PFIC”) if, for a taxable year, (a) 75% or
            more of the gross income of the Company for such taxable year is passive
            income
            or (b) 50% or more of the assets held by the Company either produce passive
            income or are held for the production of passive income, based on the
            fair
            market value of such assets (or on the adjusted tax basis of such assets,
            if the
            Company is not publicly traded and either is a “controlled foreign corporation”
or makes an election). “Passive income” includes, for example, dividends,
            interest, certain rents and royalties, certain gains from the sale of
            stock and
            securities, and certain gains from commodities transactions.
 
 For
            purposes of the PFIC income test and asset test described above, if the
            Company
            owns, directly or indirectly, 25% or more of the total value of the outstanding
            shares of another foreign corporation, the Company will be treated as
            if it
            (a) held a proportionate share of the assets of such other foreign
            corporation and (b) received directly a proportionate share of the income
            of such other foreign corporation. In addition, for purposes of the PFIC
            income
            test and asset test described above, “passive income” does not include any
            interest, dividends, rents, or royalties that are received or accrued
            by the
            Company from a “related person” (as defined in Section 954(d)(3) of the
            Code), to the extent such items are properly allocable to the income
            of such
            related person that is not passive income.
 
 The
            Company believes that it was a PFIC for the taxable year ended December
            31,
            2005, and expects that it may be a PFIC for subsequent taxable years.
            The
            determination of whether the Company was, or will be, a PFIC for a taxable
            year
            depends, in part, on the application of complex U.S. federal income tax
            rules,
            which are subject to differing interpretations. In addition, whether
            the Company
            will be a PFIC for each subsequent taxable year depends on the assets
            and income
            of the Company over the course of each such taxable year and, as a result,
            cannot be predicted with certainty as of the date of this Annual Report.
            Accordingly, there can be no assurance that the IRS will not challenge
            the
            determination made by the Company concerning its PFIC status.
 
 ***Default
            PFIC Rules Under Section 1291 of the Code***
 
 If
            the
            Company is a PFIC, the U.S. federal income tax consequences to a U.S.
            Holder of
            the acquisition, ownership, and disposition of Common Shares will depend
            on
            whether such U.S. Holder makes an election to treat the Company as a
“qualified
            electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”)
            or a mark-to-market election under Section 1296 of the Code (a
“Mark-to-Market Election”). A U.S. Holder that does not make either a QEF
            Election or a Mark-to-Market Election will be referred to in this summary
            as a
“Non-Electing U.S. Holder.”
 
 A
            Non-Electing U.S. Holder will be subject to the rules of Section 1291 of
            the Code with respect to (a) any gain recognized on the sale or other
            taxable disposition of Common Shares and (b) any excess distribution paid
            on the Common Shares. A distribution generally will be an “excess distribution”
to the extent that such distribution (together with all other distributions
            received in the current taxable year) exceeds 125% of the average distributions
            received during the three preceding taxable years (or during a U.S. Holder’s
            holding period for the Common Shares, if shorter).
 
 Under
            Section 1291 of the Code, any gain recognized on the sale or other taxable
            disposition of Common Shares, and any excess distribution paid on the
            Common
            Shares, must be ratably allocated to each day in a Non-Electing U.S.
            Holder’s
            holding period for the Common Shares. The amount of any such gain or
            excess
            distribution allocated to prior years of such Non-Electing U.S. Holder’s holding
            period for the Common Shares (other than years prior to the first taxable
            year
            of the Company beginning after December 31, 1986 for which the Company
            was not a
            PFIC) will be subject to U.S. federal income tax at the highest tax applicable
            to ordinary income in each such prior year. A Non-Electing U.S. Holder
            will be
            required to pay interest on the resulting tax liability for each such
            prior
            year, calculated as if such tax liability had been due in each such prior
            year.
            Such a Non-Electing U.S. Holder that is not a corporation must treat
            any such
            interest paid as “personal interest,” which is not deductible. The amount of any
            such gain or excess distribution allocated to the current year of such
            Non-Electing U.S. Holder’s holding period for the Common Shares will be treated
            as ordinary income in the current year, and no interest charge will be
            incurred
            with respect to the resulting tax liability for the current year.
 
 If
            the
            Company is a PFIC for any taxable year during which a Non-Electing U.S.
            Holder
            holds Common Shares, the Company will continue to be treated as a PFIC
            with
            respect to such Non-Electing U.S. Holder, regardless of whether the Company
            ceases to be a PFIC in one or more subsequent years. A Non-Electing U.S.
            Holder
            may terminate this deemed PFIC status by electing to recognize gain (which
            will
            be taxed under the rules of Section 1291 of the Code discussed above) as if
            such Common Shares were sold on the last day of the last taxable year
            for which
            the Company was a PFIC.
 
 ***QEF
            Election***
 
 A
            U.S.
            Holder that makes a QEF Election generally will not be subject to the
            rules of
            Section 1291 of the Code discussed above. However, a U.S. Holder that makes
            a QEF Election will be subject to U.S. federal income tax on such U.S.
            Holder’s
            pro rata share of (a) the net capital gain of the Company, which will be
            taxed as long-term capital gain to such U.S. Holder, and (b) and the
            ordinary earnings of the Company, which will be taxed as ordinary income
            to such
            U.S. Holder. Generally, “net capital gain” is the excess of (a) net
            long-term capital gain over (b) net short-term capital loss, and “ordinary
            earnings” are the excess of (a) “earnings and profits” over (b) net
            capital gain. A U.S. Holder that makes a QEF Election will be subject
            to U.S.
            federal income tax on such amounts for each taxable year in which the
            Company is
            a PFIC, regardless of whether such amounts are actually distributed to
            such U.S.
            Holder by the Company. However, a U.S. Holder that makes a QEF Election
            may,
            subject to certain limitations, elect to defer payment of current U.S.
            federal
            income tax on such amounts, subject to an interest charge. If such U.S.
            Holder
            is not a corporation, any such interest paid will be treated as “personal
            interest,” which is not deductible.
 
 A
            U.S.
            Holder that makes a QEF Election generally (a) may receive a tax-free
            distribution from the Company to the extent that such distribution represents
            “earnings and profits” of the Company that were previously included in income by
            the U.S. Holder because of such QEF Election and (b) will adjust such U.S.
            Holder’s tax basis in the Common Shares to reflect the amount included in income
            or allowed as a tax-free distribution because of such QEF Election. In
            addition,
            a U.S. Holder that makes a QEF Election generally will recognize capital
            gain or
            loss on the sale or other taxable disposition of Common Shares.
 
 The
            procedure for making a QEF Election, and the U.S. federal income tax
            consequences of making a QEF Election, will depend on whether such QEF
            Election
            is timely. A QEF Election will be treated as “timely” if such QEF Election is
            made for the first year in the U.S. Holder’s holding period for the Common
            Shares in which the Company was a PFIC. A U.S. Holder may make a timely
            QEF
            Election by filing the appropriate QEF Election documents at the time
            such U.S.
            Holder files a U.S. federal income tax return for such first year. However,
            if
            the Company was a PFIC in a prior year, then in addition to filing the
            QEF
            Election documents, a U.S. Holder must elect to recognize (a) gain (which
            will be taxed under the rules of Section 1291 of the Code discussed above)
            as if the Common Shares were sold on the qualification date or (b) if the
            Company was also a CFC, such U.S. Holder’s pro rata share of the post-1986
“earnings and profits” of the Company as of the qualification date. The
“qualification date” is the first day of the first taxable year in which the
            Company was a QEF with respect to such U.S. Holder. The election to recognize
            such gain or “earnings and profits” can only be made if such U.S. Holder’s
            holding period for the Common Shares includes the qualification date.
            By
            electing to recognize such gain or “earnings and profits,” such U.S. Holder will
            be deemed to have made a timely QEF Election. In addition, under very
            limited
            circumstances, a U.S. Holder may make a retroactive QEF Election if such
            U.S.
            Holder failed to file the QEF Election documents in a timely manner.
 
 A
            QEF
            Election will apply to the taxable year for which such QEF Election is
            made and
            to all subsequent taxable years, unless such QEF Election is invalidated
            or
            terminated or the IRS consents to revocation of such QEF Election. If
            a U.S.
            Holder makes a QEF Election and, in a subsequent taxable year, the Company
            ceases to be a PFIC, the QEF Election will remain in effect (although
            it will
            not be applicable) during those taxable years in which the Company is
            not a
            PFIC. Accordingly, if the Company becomes a PFIC in another subsequent
            taxable
            year, the QEF Election will be effective and the U.S. Holder will be
            subject to
            the QEF rules described above during any such subsequent taxable year
            in which
            the Company qualifies as a PFIC. In addition, the QEF Election will remain
            in
            effect (although it will not be applicable) with respect to a U.S. Holder
            even
            after such U.S. Holder disposes of all of such U.S. Holder’s direct and indirect
            interest in the Common Shares. Accordingly, if such U.S. Holder reacquires
            an
            interest in the Company, such U.S. Holder will be subject to the QEF
            rules
            described above for each taxable year in which the Company is a
            PFIC.
 
 Each
            U.S.
            Holder should consult its own financial advisor, legal counsel, or accountant
            regarding the availability of, and procedure for making, a QEF Election.
            U.S.
            Holders should be aware that there can be no assurance that the Company
            will
            satisfy record keeping requirements that apply to a QEF, or that the
            Company
            will supply U.S. Holders with information that such U.S. Holders require
            to
            report under the QEF rules, in event that the Company is a PFIC and a
            U.S.
            Holder wishes to make a QEF Election.
 
 ***Mark-to-Market
            Election***
 
 A
            U.S.
            Holder may make a Mark-to-Market Election only if the Common Shares are
            marketable stock. The Common Shares generally will be “marketable stock” if the
            Common Shares are regularly traded on a qualified exchange or other market.
            For
            this purpose, a “qualified exchange or other market” includes (a) a
            national securities exchange that is registered with the Securities and
            Exchange
            Commission, (b) the national market system established pursuant to section
            11A of the Securities and Exchange Act of 1934, or (c) a foreign securities
            exchange that is regulated or supervised by a governmental authority
            of the
            country in which the market is located, provided that (i) such foreign
            exchange has trading volume, listing, financial disclosure, surveillance,
            and
            other requirements designed to prevent fraudulent and manipulative acts
            and
            practices, remove impediments to and perfect the mechanism of a free,
            open,
            fair, and orderly market, and protect investors (and the laws of the
            country in
            which the foreign exchange is located and the rules of the foreign exchange
            ensure that such requirements are actually enforced) (ii) the rules of such
            foreign exchange effectively promote active trading of listed stocks.
            If the
            Common Shares are traded on such a qualified exchange or other market,
            the
            Common Shares generally will be “regularly traded” for any calendar year during
            which the Common Shares are traded, other than in de minimis quantities,
            on at
            least 15 days during each calendar quarter.
 
 A
            U.S.
            Holder that makes a Mark-to-Market Election generally will not be subject
            to the
            rules of Section 1291 of the Code discussed above. However, if a U.S.
            Holder makes a Mark-to-Market Election after the beginning of such U.S.
            Holder’s
            holding period for the Common Shares and such U.S. Holder has not made
            a timely
            QEF Election, the rules of Section 1291 of the Code discussed above will
            apply to certain dispositions of, and distributions on, the Common Shares.
 
 A
            U.S.
            Holder that makes a Mark-to-Market Election will include in ordinary
            income, for
            each taxable year in which the Company is a PFIC, an amount equal to
            the excess,
            if any, of (a) the fair market value of the Common Shares as of the close
            of such taxable year over (b) such U.S. Holder’s tax basis in such Common
            Shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed
            a
            deduction in an amount equal to the lesser of (a) the excess, if any, of
            (i) such U.S. Holder’s adjusted tax basis in the Common Shares over
            (ii) the fair market value of such Common Shares as of the close of such
            taxable year or (b) the excess, if any, of (i) the amount included in
            ordinary income because of such Mark-to-Market Election for prior taxable
            years
            over (ii) the amount allowed as a deduction because of such Mark-to-Market
            Election for prior taxable years.
 
 A
            U.S.
            Holder that makes a Mark-to-Market Election generally also will adjust
            such U.S.
            Holder’s tax basis in the Common Shares to reflect the amount included in gross
            income or allowed as a deduction because of such Mark-to-Market Election.
            In
            addition, upon a sale or other taxable disposition of Common Shares,
            a U.S.
            Holder that makes a Mark-to-Market Election will recognize ordinary income
            or
            loss (not to exceed the excess, if any, of (a) the amount included in
            ordinary income because of such Mark-to-Market Election for prior taxable
            years
            over (b) the amount allowed as a deduction because of such Mark-to-Market
            Election for prior taxable years).
 
 A
            Mark-to-Market Election applies to the taxable year in which such Mark-to-Market
            Election is made and to each subsequent taxable year, unless the Common
            Shares
            cease to be “marketable stock” or the IRS consents to revocation of such
            election. Each U.S. Holder should consult its own financial advisor,
            legal
            counsel, or accountant regarding the availability of, and procedure for
            making,
            a Mark-to-Market Election.
 
 ***Other
            PFIC Rules***
 
 Under
            Section 1291(f) of the Code, the IRS has issued proposed Treasury
            Regulations that, subject to certain exceptions, would cause a U.S. Holder
            that
            had not made a timely QEF Election to recognize gain (but not loss) upon
            certain
            transfers of Common Shares that would otherwise be tax-deferred (e.g.,
            gifts and
            exchanges pursuant to corporate reorganizations). However, the specific
            U.S.
            federal income tax consequences to a U.S. Holder may vary based on the
            manner in
            which Common Shares are transferred.
 
 Certain
            additional adverse rules will apply with respect to a U.S. Holder if
            the Company
            is a PFIC, regardless of whether such U.S. Holder makes a QEF Election.
            For
            example under Section 1298(b)(6) of the Code, a U.S. Holder that uses
            Common Shares as security for a loan will, except as may be provided
            in Treasury
            Regulations, be treated as having made a taxable disposition of such
            Common
            Shares.
 
 The
            PFIC
            rules are complex, and each U.S. Holder should consult its own financial
            advisor, legal counsel, or accountant regarding the PFIC rules and how
            the PFIC
            rules may affect the U.S. federal income tax consequences of the acquisition,
            ownership, and disposition of Common Shares.
 
 **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.
 
 The
            Company is subject to the information requirements of the Securities
            Exchange
            Act of 1934, as amended ( the “Exchange Act”) and, to the extent required of
            Canadian companies, will file periodic reports and other information
            with the
            Commission. All such reports and information may be ready and copied
            at the
            public reference facilities listed below. The Company intends to give
            its
            shareholders annual reports containing audited financial statements and
            a report
            thereon from its independent chartered accountants and quarterly reports
            for the
            first three quarters of each year containing unaudited interim financial
            information.
 
 The
            Company’s SEC filing, and the exhibits thereto, are available for inspection
            and
            copying at the public reference facilities maintained by the Commission
            in
            Judiciary Plaza, 100 F Street, NE, Room 1580, Washington, DC 20549. Copies
            of
            these filings may be obtained from these offices after the payment of
            prescribed
            fees. Please call the Commission at (202) 551-8090 for further information
            on
            the public reference rooms.
 
 The
            Company will also provide its shareholders with proxy statements prepared
            according to Canadian law. As a Canadian company, the Company is exempt
            from the
            Exchange Act rules about prescribing the furnishing and content of proxy
            statements to share holders and is also exempt from the short-swing profit
            recovery and disclosure regime of section 16 of the Exchange
            Act.
  II
  **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.
 
 
 **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 and at the Annual and Extraordinary General Meeting held on April
            14,
            2005.
 
 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.
  II
  ***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.
 
 ***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.
 
 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**
 
 Evaluation
            of disclosure controls and procedures .
            The
            Company’s principal executive officer and its principal financial officer, after
            evaluating the effectiveness of the Company’s disclosure controls and procedures
            (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) on December
            31, 2005,
            concluded that, as of such date, the Company’s disclosure controls and
            procedures were adequate and effective.
 
 Changes
            in internal control over financial reporting .
            There
            were no changes in internal control over financial reporting that occurred
            during our fiscal year ended December 31, 2005 that have materially affected,
            or
            are reasonably likely to materially affect, our internal control over
            financial
            reporting.
 
 
 **ITEM
                      16.**
                  **AUDIT
                      COMMITTEE FINANCIAL EXPERT****AND CODE OF ETHICS**
 
 **A.**
                  **Audit
                      Committee Financial Expert**
 
 The
            Company’s Board of Directors has determined that it has at least one audit
            committee financial expert (as such term is defined in the rules and
            regulations
            of the U.S. Securities Commission (the “SEC”)) serving on its Audit Committee.
            Mr. Wilson Barbour has been determined to be such audit committee financial
            expert and is independent. The SEC has indicated that the designation
            of an
            audit committee financial expert does not make Mr. Barbour an “expert” for any
            purpose, impose on him any duties, obligations or liability that are
            greater
            than the duties, obligations or liability imposed on him as a member
            of the
            Audit Committee and the Board of Directors in absence of such designation,
            or
            affect the duties, obligations or liability of any other member of the
            Audit
            Committee or Board of Directors.
 
 **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.
 
 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.
 
 **C.**
                  **Principal
                      Accountant Fees and
                      Services**
 
 Fees
 
 For
            the
            years ended December 31, 2005 and 2004, fees payable to the Company’s external
            auditors, De Visser Gray, Chartered Accountants, of Vancouver British
            Columbia,
            for audit services and for non-audit services were estimated and accrued
            as
            follows. During the years ended December 31 2005 and 2004, De Visser
            Gray was
            the Company’s only external auditor.
 
 December
                      31, 2005
                    $
                  December
                      31, 2004
                    $Audit
                      and related fees
                    Tax
                      fees
                  25,000(1)
                    Nil
                  17,100
                    Nil
 ****  (1)
            Audit
            fees estimated and accrued for 2005
  Audit
            Committee’s Pre-Approval Polices and Procedures
 
 The
            Company’s Audit Committee Charter incorporates the Company’s pre-approval
            policies and procedures. All of the services rendered. All services rendered
            by
            De Visser Gray during 2005 were approved by the Audit Committee pursuant
            to the
            pre-approval policies and procedures contained in the Audit Committee
            Charter.
 
 **D.**
                  **Exemption
                      From the Listing Standards for Audit
                      Committees**
 
 Disclosure
            not required.
 
 **E.**
                  **Purchases
                      of Equity Securities by the Issuer and Affiliated
                      Purchasers**
 
 The
            Company did not repurchase any of its shares in the fiscal year ended
            December
            31, 2005.
 
 
 **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
            expressed 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 and in
            ITEM 5
            entitled, “Liquidity and Capital Resources”, under “. For a history of exchange
            rates in effect for Canadian dollars as against U.S. dollars, see ITEM
            3,
 
 **ITEM
                      18.**
                  **FINANCIAL
                      STATEMENTS**
 
 Not
            applicable.
 
 
 **ITEM
                      19.**
                  **EXHIBITS**
 
 Financial
            Statements (see Exhibit 15.2, filed as part of this annual report):
 
 (i)  Management’s
            Discussion and Analysis of Financial Condition and Results of
            Operations.
 for
            the
            years ended December 31, 2005, 2004 and 2003.
 
 **(ii)**
                  Auditors’
                      Report dated March 22, 2006**.**
 
 (iii)
                  Consolidated
                      Balance Sheets as at December 31, 2005, 2004 and
                      2003.
 
 (iv)
                  Consolidated
                      Statements of Operations and Deficit for the years ended December
                      31,
                      2005, 2004 and 2003.
 
 (v)
                  Consolidated
                      Statements of Cash Flows for the years ended December 31, 2005,
                      2004, and
                      2003.
 
 (vi)
                  Notes
                      to the Consolidated Financial
                      Statements
 
 (vii)
                  Financial
                      Statement Schedules are omitted because they are not applicable,
                      not
                      required or because the required information is included in
                      the
                      consolidated financial statements or notes thereto filed
                      herein.
 
 
 12.1
                  Section
                      302 Certifications by the Chief Executive and Chief Financial
                      officers
                      required by rule 13a-14(a) or Rule
                      15d-14(a).
 
 13.1
                  906
                      Certifications by the Chief Executive and Chief Financial officers
                      required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350
                      of Chapter
                      63 of Title 18 of the United States
                      code.
 
 15.1
                  Management
                      Information Circular dated March 20,
                      2006.
  II
  **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.
            Watkins
 President
            & Chief Executive Officer
 
 March
            20,
            2006