**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 1934
 
 OR
 
 [X]  ANNUAL
          REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
          ACT OF 1934
 
 For
          the
          fiscal year ended December 31, 2004
 
 OR
 
 [
          ]  TRANSITION
          REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
          ACT OF 1934
 
 For
          the
          transition period from _____________ to _________________
 
  Commission
          File Number: 0-29336
 
 
 **ATNA
          RESOURCES LTD.**
 (Exact
          name of registrant as specified in its charter)
 
 
 **Province
          of British Columbia (Canada)**
 (Jurisdiction
          of incorporation or organization)
 
 
 **510
          - 510 Burrard Street**
 **Vancouver,
          British Columbia V6C 3A8**
 **Canada**
 (Address
          of principal executive offices)
 
 
 
 Securities
          registered or to be registered pursuant to Section 12(b) of the
          Act:
 
 None
 
 Securities
          registered or to be registered pursuant to Section 12(g) of the
          Act:
 
 Common
          Shares Without Par Value
 
 Securities
          for which there is a reporting obligation pursuant to Section 15(d) of
          the
          Act:
 
 None
 
 Indicate
          the number of outstanding shares of each of the Registrant's classes of
          capital
          or common stock as of the close of the period covered by the annual
          report:
 
 Title
          of
          Each Class    Issued
          and Outstanding as at March 1, 2005
 
 Common
          Shares without par value     39,032,122
 Preferred
          Shares without par value     Nil
 
 
 Indicate
          by check mark whether the registrant (1) has filed all reports required
          to be
          filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
          the
          preceding 12 months (or shorter period that the registrant was required
          to file
          such reports), and (2) has been subject to such filing requirements for
          the past
          90 days.
 
 [X]  Yes     [
          ]  No
 
 
 
 Indicate
          by check mark which financial statements item the registrant has elected
          to
          follow:
 
 [X]  Item
          17     [
          ]  Item
          18
 
 
  I
   **TABLE
          OF CONTENTS**
  
  PART
          I
  HYPERLINK
          \l "_Toc71005009" ITEM
          1.  IDENTITY
          OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
  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
  HYPERLINK
          \l "_Toc71005073" PART
          II
  HYPERLINK
          \l "_Toc71005074" 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 "_Toc71005080" PART
          III
  HYPERLINK
          \l "_Toc71005081" ITEM
          17.  FINANCIAL
          STATEMENTS
  ITEM
          18.FINANCIAL
          STATEMENTS
  ITEM
          19.EXHIBITS
  HYPERLINK
          \l "_Toc71005084" SIGNATURES
  CERTIFICATIONS
 
 
 
  I
   **PART
          I**
 
 
 **ITEM
          1.**  **IDENTITY
          OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS**
 
 This
          Form
          20F is being filed as an annual report under the Exchange Act and, as such,
          there is no requirement to provide any information under this item.
 
 
 **ITEM
          2.**  **OFFER
          STATISTICS AND EXPECTED TIMETABLE**
 
 This
          Form
          20F is being filed as an annual report under the Exchange Act and, as such,
          there is no requirement to provide any information under this item.
 
 
 **ITEM
          3.**  **KEY
          INFORMATION**
 
 **A.**  **Selected
          Financial Data**
 
 The
          following table summarizes certain financial information, which is derived
          from
          and should be read in conjunction with the audited consolidated financial
          statements included elsewhere herein. These consolidated financial statements
          include the accounts of the Company and its wholly owned subsidiaries:
          Atna
          Resources, Inc., incorporated in the State of Nevada, U.S.A. and Minera
          Atna
          Chile Limitada, incorporated in Chile. The audited financial statements
          have
          been prepared in accordance with Generally Accepted Accounting Practices
          (‘GAAP’) in Canada and conform in all material respects with accounting
          principles generally accepted in the U.S.A. except as stated in Note 13
          of the
          notes thereto. The following information should be read in conjunction
          with
          these financial statements and notes thereto, included in Item 19 of this
          report. All monetary data herein is stated in Canadian dollars. See Exchange
          Rates Data in this section.
 
 **Year
                    ended 12/31/04**
                  **$**
                **Year
                    ended 12/31/03**
                  **$**
                **Year
                    ended 12/31/02**
                  **$**
                **Year
                    ended 12/31/01**
                  **$**
                **Year
                    ended 12/31/00**
                  **$**Interest
                    income
                115,315
                65,167
                97,209
                510,138
                571,709Other
                    income
                4,000
                4,000
                4,000
                6,000
                2,000Operating
                    revenue
                Nil
                Nil
                Nil
                Nil
                NilNet
                    Loss
                4,222,611
                1,764,935
                5,273,769
                1,995,641
                2,714,984Net
                    Loss per common share
                0.14
                0.08
                0.24
                0.09
                0.13Total
                    Assets
                14,258,164
                13,547,416
                13,031,685
                18,142,690
                19,777,648Long-term
                    Debt
                Nil
                Nil
                Nil
                Nil
                NilNet
                    Assets
                13,586,976
                13,482,199
                12,678,906
                17,952,675
                19,643,531Capital
                    Stock
                40,795,561
                36,524,790
                34,051,138
                34,051,138
                33,746,353Cash
                    dividends per common share
                Nil
                Nil
                Nil
                Nil
                NilNumber
                    of shares
                38,950,872
                30,194,667
                21,757,037
                21,757,037
                21,108,557
 
 **Note:**   (1)  U.S.
          readers should refer to Note 13 of the audited consolidated financial statements
          contained in this report for an explanation of the material differences
          between
          Canadian and U.S. generally accepted accounting principles, and a presentation
          of figures derived by a hypothetical application of U.S. accounting principles
          to those financial statements.
 
 (2)  Loss
          per
          share has been calculated using the weighted-average number of common shares
          outstanding during the period.
 
 Exchange
          Rate Data
 
 Unless
          otherwise indicated, all monetary references herein are denominated in
          Canadian
          Dollars. The exchange rates used herein were obtained from Bank of Canada;
          however, they cannot be guaranteed.
 
 As
          at
          March 1, 2005, the noon rate as quoted by Bank of Canada was Cdn$1.2429
          equals
          US $1.00.
 
 The
          following table sets out the high and low exchange rates for each month
          during
          the previous six months.
 
 High
          for Period  Low
          for Period
 
 February
          2005  1.2584  1.2241
 January
          2005  1.2470  1.1970
 December
          2004  1.2407  1.1796
 November
          2004  1.2224  1.1746
 October
          2004  1.2755  1.2172
 September
          2004  1.3140  1.2592
 
 The
          following table sets forth the average exchanges rates for the past five
          years,
          expressed as Canadian dollars per U.S. dollars.
 
 Year  Average
 
 2000  1.4852
 2001  1.5484
 2002  1.5703
 2003  1.4015
 2004  1.3015
 
 **B.**  **Capitalization
          and Indebtedness**
 
 This
          Form
          20F is being filed as an annual report under the Exchange Act and, as such,
          there is no requirement to provide any information under this item.
 
 **C.**  **Reasons
          for the Offer and Use of Proceeds**
 
 This
          Form
          20F is being filed as an annual report under the Exchange Act and, as such,
          there is no requirement to provide any information under this item.
 
 **D.**  **Risk
          Factors**
 
 The
          securities of the Company are considered speculative due to the nature
          of the
          Company’s business and the present stage of its development. A prospective
          investor should consider carefully the following factors:
 
 *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.
 
 The
          Company formed Minera Atna Chile Limitada (the “Chilean Subsidiary”), a wholly
          owned subsidiary, to act as its operating arm for mineral interests in
          Chile.
          The Chilean Subsidiary was incorporated under the laws of Chile on March
          30,
          2001, and its principal office is located at Nueva Tajamar 481, Torre Norte,
          Piso 21, Las Condes, Santiago, Chile.
 
 The
          Company formed Atna Cayman Ltd. (the “Cayman Island Subsidiary”), a wholly owned
          subsidiary, to act as an intermediate holding company for the Company in
          holding
          all of the shares of its Chilean subsidiary company and to act as the vehicle
          for arranging international commercial bank finance for the development
          of the
          Chilean company's copper mining properties in Chile. The Cayman Islands
          Subsidiary was incorporated under the laws of Cayman Islands on June 22,
          2001,
          and the principal office is located at Queensgate House, South Church Street,
          P.O. Box 1234, George Town in the Island of Grand Cayman, Cayman Islands.
          Subsequently, Atna Cayman Ltd. was wound up in 2004 and ceases to
          exist.
 
 Unless
          the context otherwise requires, the term “Company” in this report means Atna
          Resources Ltd. together with its U.S. and Chile subsidiaries.
 
 The
          head
          office of the Company is located at 510-510 Burrard Street, Vancouver,
          B.C.
          Canada V6C 3A8. The address of the registered and records offices of the
          Company
          is 1040 - 999 West Hastings Street, Vancouver, B.C. Canada V6C 2W2.
 
 **B.**  **Business
          Overview**
 
 Atna
          Resources Ltd. commenced operations in 1984. The Company is a mineral resource
          exploration company engaged primarily in the business of acquiring and
          exploring
          resource properties with a particular focus on base and precious metal
          deposits.
          During the period from 2000 to late 2002, the Company was focused on exploring
          advanced staged copper properties in Chile with the potential to generate
          near
          term profit and cash flow, and also on various precious metal exploration
          prospects. Since September 2002, the Company re-emphasized gold exploration
          projects and initiated a work program in Nevada. The Company has interests
          in
          properties in Canada (British Columbia and Yukon Territory), in the United
          States (Arizona and Nevada), and in South America (Chile). The Company's
          properties are currently at an “exploration stage”. The Company's properties are
          not subject to any mortgages and management is not aware of any encumbrances
          on
          any property.
 
 **C.**  **Organizational
          Structure**
 
 The
          Company owns all of the issued and outstanding shares of the common stock
          of
          Atna Resources, Inc., U.S.A., a Nevada corporation.
 
 The
          Company owns 99.999% of the issued and outstanding shares of the common
          stock of
          Minera Atna Chile Limitada, a Chilean corporation.
 
 **D.**  **Property,
          Plant and Equipment**
 
 ***1.***   ***Pinson
          Mine Property, Humboldt County, Nevada*** .
 
 *a.*  *Terms
          of Acquisition*
 
 The
          Company entered into in an agreement effective August 12, 2004, with Pinson
          Mining Company (a wholly owned subsidiary of Barrick Gold Corporation),
          whereby
          the Company may acquire up to 100% interest in the Pinson Mine Property. The
          Company may acquire an initial 70% interest in the Pinson Property by spending
          US$12 million over 4 years with a commitment to spend US$1.5 million in
          the
          first year. Upon The Company’s vesting with a 70% interest in the project and
          delivering a preliminary feasibility study, Pinson may elect to:
 1)
          Back-in to a 70% interest by spending an additional US$30 million on the
          project
          over a 3-year period, OR
 2)
          Form a
          70:30 joint venture, with the Company holding a 70% interest as Operator
          and
          each party contributing its share of further expenditures, OR
 3)
          Offer
          to sell its remaining 30% interest to the Company for US$15 million, thus
          bringing the Company’s interest in the project to 100%.
 
 *b.*
              *Location,Size,
                  and Access.* 
 The
          Pinson Mine property is located in Humboldt County, Nevada about 30 miles
          east
          of Winnemucca. It is accessible by an all weather road leading about 10
          miles
          north of the Golconda Exit from Interstate Highway 80. within the Getchell
          Gold
          Belt in north-central Nevada
 
 *c.*
              *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. Gold mineralization at the
          project is associated with elevated levels of mercury, arsenic, and antimony
          and
          may be characterized as a Carlin-type gold system similar to the major
          producing
          gold mines in the Getchell, Carlin, and Battle Mountain Gold Belts of northern
          Nevada.
 
 Between
          1997 and 2003, Pinson and its predecessors drilled over 200 diamond and
          rotary
          drill holes (>70,000 meters) on the property exploring for extensions of
          mineralization exposed at the bottom of the mine’s several open pits. This work
          resulted in a number of encouraging gold intercepts in several target
          areas.
 
 *d.*
              *Exploration
                  Work* 
 The
          Company is exploring potential for the underground development of several
          known
          zones of high-grade gold mineralization that dip below the Pinson open
          pit
          mines, where production ceased in 2000. Samples of mineralized intersections
          from approximately 65 holes drilled over the past 20 years were reassayed
          to
          enable integrating assay data into a systematic database with appropriate
          standards and quality control.
 
 A
          drill
          program began at the end of August, 2004, to define a resource and to acquire
          geotechnical data in two target areas from near surface to a depth of 1,500
          -
          2,000 feet. Drilling focused more intensively on the relatively shallow
          portions
          of the CX zone, which extends from the base of the CX pit and on the Range
          Front
          zone, which dips below both the CX and the Mag pits. A total of 30 holes,
          including about 20,000 feet of reverse circulation pre-collars and 10,000
          feet
          of core tails were completed by the end of February, 2005.
 
 A
          resource estimate was carried out resulting in measured plus indicated
          mineral
          resources totalling 500,000 ounces gold plus an additional 1,300,000 ounces
          gold
          of inferred mineral resource. The resource is summarized at several cut-off
          grades in the following tables:
 
 **Range
          Front and CX Zones, Resource Estimate**
 
 0.15
                    Au opt cut-off
                0.20
                    Au opt cut-off
                0.25
                    Au opt cut-offTons
                Grade
                  Au
                    opt
                Tons
                Grade
                  Au
                    opt
                Tons
                Grade
                  Au
                    optMeasured
                446,000
                0.27
                319,000
                0.30
                213,000
                0.34Indicated
                1,313,000
                0.30
                1,148,000
                0.32
                860,000
                0.36M+I
                1,758,000
                0.30
                1,467,000
                0.32
                1,073,000
                0.35andInferred
                4,211,000
                0.32
                3,889,000
                0.33
                3,054,000
                0.36
 
  
  **Range
          Front and CX Zones, Total Contained Ounces**
 
 0.15
                    Au opt cut-off
                0.20
                    Au opt cut-off
                0.25
                    Au opt cut-offMeasured
                119,000
                97,000
                73,000Indicated
                400,000
                371,000
                306,000**M+I**
                **519,000**
                **467,000**
                **379,000****and****Inferred**
                **1,332,000**
                **1,273,000**
                **1,084,000**
 
 The
          mineral resource estimate is based on assay results from 236,000 feet of
          drilling in 401 holes including the 30,000 foot drill program recently
          completed
          by the Company. The estimate includes the Range Front and CX zones, which
          are
          two parallel zones of mineralization 600 feet apart that dip below previously
          mined open pits. The block model grade estimation is derived from the geologic
          interpretation and geostatistical analysis of the drill hole sample data.
          Robert
          Sim, P.Geo., an independent geologist specializing in mineral resource
          modelling
          and estimation and Qualified Person as defined by National Instrument 43-101,
          is
          responsible for the resource estimate. The Company is unaware of any
          environmental, permitting, legal, title, taxation, socio-political, marketing
          or
          other factors that will have an adverse material impact on the mineral
          resource.
 
 The
          Company plans to collar an adit during the second quarter of 2005 from
          within
          the CX pit, which will provide access for underground definition and exploration
          drilling. This program is designed to upgrade the inferred mineral resource
          to a
          measured and indicated category through delineation drilling and to generate
          a
          mine plan by year-end. Underground exploration drilling will test extensions
          of
          the CX and Range Front zones down-dip and along strike. Underground development
          will also provide exploration access to explore other areas of known
          mineralization, primarily in the hanging wall of the Range Front zone.
          In
          addition to the planned underground program, surface drilling will resume
          during
          the second quarter of 2005 to test additional targets on the Pinson property
          and
          the shallowest portions of the Range Front zone.
 
 *e.*
              *Surface
                  Plant and Equipment* 
 A
          variety
          of equipment remains on the property including several small buildings,
          water
          pipelines, and an electrical sub station. There is no complete
          inventory.
 
 ***2.***  ***Triple
          Junction/Dixie Fork, Nevada, USA***
 *a.*
                *Terms
                    of Acquisition*
 
 The
                    Company exercised its option to purchase a 100% interest in the
                    property,
                    subject to a 3% NSR (uncapped), in the 36 Triple Junction lode
                    claims and
                    31 Dixie Fork lode claims located at the south end of the Carlin
                    Gold
                    Trend in Elko county, Nevada, by paying an aggregate of US$35,000
                    cash and
                    issuing 100,000 common shares to RMIC Gold (“RMIC”) prior to October 7,
                    2003. RMIC is entitled to receive 5% of any cash proceeds received
                    by the
                    Company, to a maximum of US$500,000, in the event that the Company
                    transfers any part of its interest in the property to any arm’s length
                    third party.
 
 Through
                    an agreement dated September 7, 2004, the Company optioned the
                    properties
                    to Sahelian Goldfields Inc. Sahelian may earn a 55% interest
                    in the
                    properties by drilling a minimum of 15,000 feet and may increase
                    its
                    interest to 70% by completing a feasibility study on the property.
                    The
                    Company retains the right to participate with either a 45 or
                    30 percent
                    interest, depending on Sahelian’s
                    election.
 
 *b.*  *Location,
          Size and Access*
 
 The
          Triple Junction/Dixie Fork property is located at the south end of the
          Carlin
          Trend 50 km SW of Elko in north central Nevada, USA and consists of 31
          lode
          claims for approximately 259 hectares (640 acres). The Triple Junction
          property
          is located approximately 6 km south east of Dixie Fork and is comprised
          of 36
          lode claims for approximately 286 hectares (707 acres).
 
 Access
          to
          both properties is by 4-wheel drive roads off secondary highways.
 
 *c.*  *History
          and Previous Exploration*
 
 **Dixie
          Fork**
 
 There
          is
          no record of exploration or mining at Dixie Fork, prior to acquisition
          by the
          Company.
 
 The
          Dixie
          Fork property is located in the Pinon Range, 19 km (12 miles) SSW of the
          Newmont
          Mining Company’s Rain/Tess/Saddle Mine complex, in Elko County, Nevada. The
          property is situated along a major, WNW-trending, Rain Fault-parallel high-angle
          graben fault structure. This structure separates younger, down-dropped
          Upper
          Plate black shales in the interior of the graben from Lower Plate sandy
          strata
          of the Mississippian Chainman Formation. Felsic dikes cut the Chainman
          strata
          near the bounding graben faults. Mineralization is present at Dixie Fork
          in the
          form of argillically altered and pyritized wallrocks, local barite, and
          anomalous pathfinder element geochemistry. The main gold target is the
          contact
          of Mississippian Webb Formation with underlying Devonian Devil’s Gate Limestone,
          adjacent to the graben fault structures.
 
 **Triple
          Junction**
 
 Westmont
          Gold staked claims over the Triple Junction area in the late 1980’s, and made a
          generalized outcrop geologic map of the region in 1988. They first drilled
          12
          shallow rotary exploration holes into area targets in 1990-1991, and 8
          holes in
          1992. Westmont’s best drill hole intercept was 50 feet containing 0.045 ounce
          per ton gold, in hole JW-90-08. Cameco acquired the property in the late
          1990’s
          and drilled several holes. No subsequent exploration is known at Triple
          Junction, prior to its acquisition by the Company.
 
 The
                    Triple Junction property is located in the Pinon Range, 22.5
                    km (14 miles)
                    SSW of the Newmont Mining Company’s Rain/Tess/Saddle Mine complex, in Elko
                    County, Nevada. Triple Junction is situated along a major, NNW
                    trending,
                    high-angle graben fault structure. This structure separates younger,
                    down-dropped conglomerates of the Lower Plate Diamond Peak Formation
                    on
                    the west side of the structure from uplifted, conglomerate-bearing,
                    silty
                    to sandy strata of the Mississippian Chainman-Diamond Peak Undivided
                    complex to the east. Felsic dikes/plugs and barite veins cut
                    the Chainman
                    strata near the bounding graben faults. Mineralization is present
                    at
                    Triple Junction in the form of strong, argillically-altered wallrocks
                    with
                    local pyritization and barite. Surface gold assay values, up
                    to 7 grams
                    per tonne gold, over widths of up to several meters occur on
                    the property.
                    Strongly anomalous pathfinder element geochemistry is noted in
                    rocks and
                    soils. The main gold target is the contact of Mississippian Webb
                    Formation
                    with the underlying Devonian Devil’s Gate Limestone, adjacent to the
                    NNW-trending control fault
                    structure.
  Mapping
                    and geochemical sampling in 2003 further defined the stratigraphy
                    and
                    alteration zones. A gravity survey delineated areas of relatively
                    shallow
                    basement (Devil’s Gate) stratigraphy and fault structures. No work was
                    carried out in 2004.
 
 ***3.***  ***Golden
          Cloud, Nevada, USA***
 
 *a.*
                *Terms
                    of Acquisition*
 
 The
                    Company entered into an agreement dated August 22, 2003 with
                    Great Basin
                    Gold Ltd. (“GBG”) whereby GBG can earn a 70% interest in the property by
                    paying the Company an aggregate of US$400,000 (US$25,000 received)
                    and
                    incurring an aggregate of US$2,500,000 in exploration expenditures
                    prior
                    to August 22, 2008, and by assuming all option and underlying
                    property
                    maintenance payments.
 
 During
                    2004, GBG carried out 2,000 meters of drilling and intersected
                    weakly
                    anomalous mineralization. GBG terminated the option agreement
                    with the
                    Company and the Company subsequently returned the property to
                    the
                    underlying owner, retaining no further interest in the
                    ground.
 
 ***4.***  ***Beowawe,
          Nevada, USA***
 *a.*
                *Terms
                    of Acquisition*
 
 In
          an
          agreement dated November 7, 2002, the Company obtained an option from Carl
          Pescio to acquire a 100% interest in 95 Beowawe lode claims, subject to
          a 3%
          royalty on gold revenue, less US$15 per realized ounce. To exercise this
          option,
          the Company has to pay to the optionor an aggregate of US$80,000 (US$40,000
          paid) in cash, allot and issue to the optionor up to 150,000 (100,000 shares
          issued) common shares in three separate tranches of 50,000 shares each,
          and
          carry out a combined minimum 20,000 feet of exploratory drilling on the
          Beowawe
          and/or Golden Cloud properties prior to November 6, 2005. Following the
          exercise
          of the option, the Company will have to make annual advance royalty payments
          of
          US$50,000 and US$75,000, respectively, for the first two years and US$100,000
          each subsequent year until the commencement of commercial production. A
          finder’s
          fee is payable to a third party, equal to 5% of the first US$500,000
          expenditures and payments made by the Company during the first 2 years
          of the
          agreement, and 3% of all expenditures and payments that are in excess of
          US$500,000 during the first two years of the agreement. The finder’s fee is
          capped at US$500,000.
 
 In
          an
          agreement dated March 26, 2003, the Company obtained an option to acquire
          a 100%
          interest on 40 acres of fee land adjacent to the main Beowawe claim group,
          subject to a 3% royalty on gold revenue, which can be purchased for US$250,000
          or 700 ounces of gold, whichever is greater, per percentage point. To exercise
          this option, the Company has to pay the optionor an aggregate of US$42,500
          (US$5,000 paid) in cash on or before December 1, 2006. Thereafter, the
          Company
          will pay a minimum royalty of US$5,000 on every December 1st
          anniversary.
 
 In
          a
          separate agreement dated June 5, 2003, the Company obtained an exclusive
          lease
          and option to acquire a 100% interest in 40 acres of fee land adjacent
          to the
          main Beowawe claim group, subject to a 1% NSR royalty. The lease agreement
          requires the Company to pay advance royalties of US$500 (paid) on signing
          the
          agreement, US$1,000 (paid) prior to June 2004 and US$2,000 each subsequent
          year
          until the commencement of commercial production. The Company has the right
          to
          buy a 100% interest in the property, including surface and mineral rights,
          at
          any time for US$250,000.
 
 The
          Company entered into an agreement with Prospector Consolidated Resources
          Inc
          (“PRR”) in July, 2004. PRR has the option to acquire a 60% interest in the
          Beowawe property by issuing a total of 1,800,000 common shares to the Company
          and spending US$750,000 on exploration over a three-year period. Upon completion
          of the work commitment, PRR may increase its interest to 70% by completing
          a
          bankable feasibility study. The Company will be granted a 40% interest
          in the
          properties that PRP holds adjacent to the Company’s claims when PRP earns its
          interest in the Beowawe property.
 
 *b.*  *Location,
          Size and Access*
 
 The
          Beowawe property is located in Eureka and Lander Counties, Nevada, within
          the
          central part of the Northern Nevada Rift, 105 km SE of Winnemucca and consists
          of 100 unpatented lode claims and two patented, fee-land parcels for an
          approximate total area of 869 hectares (2,146 acres).
 
 Access
          to
          the property is by all weather gravel roads off secondary Highway 306 that
          originates at Interstate 80.
 
 *c.*  *History
          and Previous Exploration*
 
 At
          least
          50 geothermal test holes were drilled in the Beowawe area during the period
          1959
          to 1985. The prime purpose of these holes was to identify geothermal energy
          resources at the Beowawe geothermal field. The geothermal exploration work
          culminated in the construction of an electrical generating plant in 1985.
          The
          plant currently produces 16 MW of electricity from a field with a total
          capacity
          of 200 MW.
 
 During
          the period 1983 to 1996, the project area was explored for gold mineralization,
          with a total of 39 drill holes by Chevron, Bow Valley, WFD Limited, and
          North in
          the White Canyon area. In 2000, Balaclava Mines Ltd. completed four holes
          on the
          property and in 2002 the property was staked by Carl Pescio.
 
 The
          Beowawe project is located in the central part of the Northern Nevada Rift,
          near
          the Mule Canyon and Fire Creek deposits. The property covers the intersection
          of
          the Northern Nevada Rift and the more locally prominent Malpais range-front
          fault zone, both of which are normal faults active since the Miocene. The
          Malpais fault zone controls the location of the Beowawe geothermal field
          near
          the western margin of the project area.
 
 Several
          partly eroded and/or buried hot-spring sinter deposits, closely associated
          with
          multiple zones of intense silicification and anomalous in gold and mercury,
          are
          exposed in the footwall of the Malpais Fault, east of the hot springs.
          The
          east-west target trend is comprised of a combination of sinter, silicification,
          extensive geochemical anomalies (Au-Hg-As), and hot spring-type hydrothermal
          alteration along a seven-kilometer structural trend east of the active
          hot
          springs including the previously mined Red Devil mercury deposit. Previous
          operators intersected wide sections of anomalous gold at shallow levels,
          including 502 ppb gold over 16.8m, and 130 ppb gold over 106m. Brecciated
          quartz-chalcedony veins, up to 3.0m wide and trending ENE - WSW, are exposed
          at
          surface. The Company will target ‘bonanza’ style mineralization within these
          veins at depth.
 
 Work
                    programs in 2003 included detailed mapping, sampling, and data
                    compilation. The Company conducted an induced polarization geophysical
                    survey (IP), to evaluate areas of alluvial or post-mineral volcanic
                    cover,
                    identifying several bonanza-grade epithermal vein
                    targets.
 
 *d.*  *Exploration
          Work*
 
 In
          2004,
          a total of three holes were drilled to test the geothermal well gold anomalies
          and targets in the White Canyon area. There was no encouragement warranting
          follow-up near the geothermal wells. Geochemically anomalous mineralization
          and
          alteration were intersected at White Canyon. Additional drilling is expected
          to
          be carried out in 2005 in the White Canyon area and on other targets on
          the
          property.
 
 *e.*  *Underground
          and Surface Plant and Equipment*
 
 There
          is
          no underground or surface plant or equipment on the Beowawe property, nor
          is
          there any known commercial ore body.
 
 ***5.***  ***Clover,
          Nevada, USA***
 a.  Terms
          of
          Acquisition
 
 In
                    an agreement dated March 11, 2003, the Company obtained an option
                    to
                    acquire a 100% interest in 22 claims on the Clover property,
                    subject to a
                    3% NSR royalty, which can be purchased for US$1,000,000 per percentage
                    point. Terms of the agreement include cumulative total payments
                    to the
                    vendor of US$305,000 (US$50,000 paid) over 7.5 years. In addition,
                    the
                    Company agreed to retain the vendor as an independent consultant
                    to
                    perform services on the property 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 dated August 15, 2003, with
                    Newmont USA
                    Limited (“Newmont”), a subsidiary of Newmont Mining Corporation, whereby
                    Newmont can earn a 51% interest in the Company’s Clover Property by
                    incurring an aggregate of US$2,500,000 in exploration expenditures
                    and
                    paying the Company an aggregate of US$195,000 (US$25,000 received)
                    prior
                    to November 1, 2010, and by making additional annual cash payments
                    of
                    US$75,000 thereafter until production. This agreement was terminated
                    in
                    February 2004.
 
 The
                    Company entered into a letter agreement with Grandcru Resources
                    Corp.
                    (“GR”) whereby GR can earn up to a 55% interest in the project by
                    issuing
                    an aggregate of 1,000,000 common shares to the Company by June
                    1, 2007,
                    incurring aggregate exploration expenditures of $2,500,000 by
                    June 1,
                    2008. GR may then earn an additional 15% interest by completing
                    a bankable
                    feasibility study on the property.
 
 Grandcru
                    terminated its option in February 2005, The Company considers
                    the targets
                    were not properly explored and will continue in efforts to advance
                    the
                    prospects in 2005.
 
 *b.*  *Location,
          Size and Access*
 
 The
          Clover property is situated 68 km northeast of Winnemucca in Elko County,
          north-central Nevada, and consists of 110 unpatented lode claims covering
          approximately 920 hectares (2,273 acres).
 
 Access
          is
          via all weather gravel roads off Nevada State Route 18 and accessed from
          Interstate 80 at the Golconda exit. Driving time from Winnemucca is
          approximately 45 minutes. A series of poorly maintained dirt roads provide
          access to most areas of the property. The topography on the property is
          moderate, rising to 6,400 feet above sea level off the 5,000 feet above
          sea
          level pediment covered valley bottom.
 
 *c.*  *History
          and Previous Exploration*
 
 Prior
          to
          1982, no record exists of historical exploration and/or development on
          the
          property, although scattered prospecting pits and shallow shafts are seen
          within
          the claim area. In 1982, Nassau Minerals had claims in the area and completed
          geological mapping, rock geochemical sampling, and drilled 8, shallow,
          reverse-circulation (RC) holes totaling 1,535 feet. Amax Gold joint-ventured
          the
          property from Nassau in 1987 and during 1988 completed additional
          geological/geochemical surveys and drilled 16 RC holes totaling 6,835 feet.
          Nassau joint ventured the property with Touchstone from 1989 to 1992 and
          completed 3 RC holes totaling 970 feet. Nassau dropped the claims in
          1993.
 
 Gold
          Fields/Santa Fe held claims in the property area in 1994 and conducted
          extensive
          sampling and drilled 10 holes before dropping the property. Echo Bay acquired
          the property in 1995 and completed geological mapping, rock and soil geochemical
          sampling, ground magnetic and IP geophysical surveys, and drilled 24 RC
          holes
          for 12,762 feet in 1996. In 1997, Romarco Nevada Inc. joint ventured the
          property with Echo Bay, and in 1998 drilled 17 RC and diamond holes for
          9,471.5
          feet.
 
 The
          Clover prospect is a high-grade vein-hosted epithermal gold prospect, in
          a
          similar geologic setting to Newmont Mining’s Ken Snyder mine (2.7 million tons
          averaging 1.12 oz./ton gold, and 12.82 oz/ton silver) located approximately
          17
          km to the west of the property.
 
 Clover
          is
          situated along the northern margin of the Midas trough, on the southwest
          flank
          of the Snowstorm Mountains. The property is underlain by mid-Miocene aged,
          bi-modal volcanic rocks on the western margin of the Northern Nevada Rift.
          These
          rocks are the stratigraphic equivalents to the units that host bonanza
          veins in
          the Midas district. Altered rhyolitic volcaniclastic rocks exposed throughout
          the property contain anomalous gold (20-70 ppb).
 
 Gold
          mineralization occurs within a north-northwest trending, structurally complex
          corridor named the Jake Creek trend. Drilling by previous operators intersected
          mineralized and veined breccias and shear zones, with significant intercepts
          including 9.7m grading 25.3 g/t gold, and 3m grading 10.0 g/t gold.
          Mineralization occurs within two zones that are largely open along strike
          and
          down-dip, associated with north-northwest striking reverse fault breccias,
          as
          well as sub-vertical structures. High-grade float boulders grading up to
          30.9
          g/t gold and 308.6 g/t silver in grab samples were discovered on the property
          approximately two kilometers north-northwest of this drilling along the
          trend.
 
 Following-up
                    a regional airborne geophysical survey, Newmont Exploration conducted
                    a
                    ground CSAMT geophysical survey across an extension of the north-northwest
                    trending structural zone hosting mineralization at the project.
                    The survey
                    included three geophysical test lines oriented perpendicular
                    to the trend
                    of mineralized structures found in drill holes in the southern
                    portion of
                    the property. Results of this survey indicate the possible presence
                    of
                    altered rocks along the fault zone with potential for additional
                    zones of
                    mineralization. Newmont did not drill test the geophysical
                    anomaly.
 
 *d.*  *Proposed
          Exploration Work*
 
 The
          Company is planning a drill program to test both extensions of known
          mineralization encountered in previous drilling and the newly discovered
          geophysical anomaly found and confirmed by the work completed in 2003 by
          Newmont
          Exploration.
 
 *e.*  *Underground
          and Surface Plant and Equipment*
 
 There
          is
          no underground or surface plant or equipment on the Clover property, nor
          is
          there any known commercial ore body.
 
 ***6.***  ***Sno,
          Nevada, USA***
 
 *a.*
                *Terms
                    of Acquisition*
 
 In
          an
          agreement dated April 29, 2003, the Company obtained an option to acquire
          a 100%
          interest in the 58 Sno lode claims, subject to a 3% royalty on gold revenue.
          To
          exercise the option, the Company has to pay an aggregate of US$295,000
          (US$15,000 paid) in cash prior to April 10, 2008, allot and issue 50,000
          common
          shares (issued) to the Optionor upon the acceptance of notice of the agreement
          by the Toronto Stock Exchange, and carry out 2,000m of exploratory drilling
          prior to April 10, 2006. Following the exercise of the Option, the Company
          shall
          make additional cash payments of US$100,000 to the Optionor on or before
          April
          10, 2009, and on each subsequent year until the Commencement of Commercial
          Production.
 
 The
                    Company entered into an agreement dated December 23, 2003, with
                    Pacific
                    Ridge Exploration Ltd. (“PEX”) whereby PEX can earn a 60% interest in the
                    Sno property by incurring minimum expenditures of US$2,000,000,
                    making
                    payments to the underlying Optionor totalling US$180,000 (US$20,000
                    paid)
                    by April 10, 2007, and issuing to the Company an aggregate of
                    1,000,000
                    common shares (100,000 received) of PEX by December 31,
                    2007.
 
 PEX
                    terminated its option in 2004 and the Company subsequently returned
                    the
                    property to the underlying owner, retaining no further interest
                    in the
                    property.
  ***7.***  ***Jarbidge,
          Nevada, USA***
 *a.*
                *Terms
                    of Acquisition*
 
 By
                    an agreement dated December 5, 2003, the Company obtained an
                    option to
                    acquire a 100% interest in 264 Jarbridge unpatented lode claims
                    and 4
                    patented lode claims located in Elko County, Nevada, by paying
                    a total of
                    US$600,000 (US$10,000 paid) to the Optionor by December 5, 2009,
                    and
                    incurring aggregate exploration expenditures of US$300,000 by
                    December 5,
                    2006. The property is subject to a NSR ranging from
                    1.5-2.5%.
 
 By
          an
          agreement dated December 15 th ,
          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 th ,
          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 th ,
          2005,
          the Company obtained an option to acquire 100% interest in 6 unpatented
          lode
          mining claims located in the Jarbidge Mining District, Elko County, Nevada,
          from
          the Big Ledge Group. The agreement calls for gradually escalating annual
          payments ranging from an initial payment due on execution of US$1,500 (paid)
          to
          US$6,000 on the forth anniversary date and thereafter. The Company may
          purchase
          100% interest in the property for $500,000 and all annual payments are
          considered advanced royalty payments and recoupable from any actual production
          royalty payments due to the owner. The property is subject to a variable
          royalty
          of 1.5% NSR on gold sales below $350 per ounce gold up to a maximum of
          3.0% NSR
          when gold is sold at greater than $400 per ounce.
 
 *b.*  *Location,
          Size and Access*
 
 The
          Jarbidge property is located in northeast Nevada within Elko County,
          approximately 160 road kilometres north-northeast of the town of Elko,
          Nevada.
          Access is provided by state and county maintained paved and gravel roads
          to the
          small town of Jarbidge located in the centre of the mining
          district.
 
 The
          project includes 12 patented lode, mining claims and 280 unpatented lode
          claims
          encompassing an area of approximately 1,191.5 hectares (2,944 acres). This
          includes 1,170.5 hectares (2,892.3 acres) of unpatented lode mining claims
          and
          21 hectares (51.7 acres) of patented lode mining claims.
 
 *c.*  *History
          and Previous Exploration*
 
 The
          Jarbidge District was discovered in 1909. Total historic gold production,
          between 1910 and 1932, is estimated to be over 400,000 ounces of gold and
          1.2
          million ounces of silver. Incomplete production records indicate the district
          was the source of approximately 818,181 tonnes of ore (900,000 short tons)
          with
          a recovered grade of 16.7g/t gold (0.486 ounce gold/ton) and 49g/t silver
          (1.43
          ounces silver/ton).
 
 Since
          the
          1930s, little attention has been given to the district other than reconnaissance
          exploration efforts for large, low-grade bulk minable gold-silver deposits.
          The
          district is a classic example of a bonanza-grade, low-sulfidation, epithermal,
          volcanic hosted vein system comparable to the Tertiary-age volcanic-hosted
          gold-silver Midas District in Nevada (>2.0 million contained ounces of gold
          grading in excess of 34g/t gold, operated by Newmont Mining) and the Republic
          District in Washington State (>3 million ounces gold and 17 million ounces of
          silver in production through 1995-last operated by Hecla Mining
          Company).
 
 Drilling,
          in the district was completed by Freeport McMoran Exploration in the early
          1980’s directed towards the discovery of a bulk minable disseminated gold
          deposit. Freeport abandoned its efforts in 1982 after drilling six holes
          (1,441
          meters). Freeport’s best intercept was 2.2 g/t gold and 22.7 g/t silver over a
          length of 10.7 meters. Following Freeport’s efforts, Moly Corp. entered the
          district and conducted an evaluation for bulk minable gold deposits. Moly
          Corp.
          drilled 13 holes, totaling 1,414 meters in 1984. The best interval intercepted
          by Moly Corp was 1.5 meters grading approximately 180 ppb gold.
 
 Mr.
          John
          D. Bernt entered the district in the 1980’s and began prospecting and acquiring
          land and developed a number of high-grade vein targets with supporting
          assay
          data from surface sampling. The Company’s rock sampling include gold assays up
          to 1,000g/t gold from banded quartz-chalcedony vein samples. Reconnaissance
          sampling of vein exposures in the district, (up to 41 g/t gold) was performed
          by
          the Company’s field crews in 2003. The Company’s work program for 2004 included
          detailed surface soil and rock sampling and geologic and structural mapping
          of
          the district to determine the character of the historic ore shoots and
          the
          potential for undiscovered on-strike extensions. A permit application was
          submitted to the United States Forest Service to allow the Company to drill
          at
          up to 36 drill sites for a total of 72 drill holes totalling over 15,000
          meters
          of drilling. The permits were designed to allow significant follow-up to
          an
          initial phase of drill testing.
 
 *d.*  *Proposed
          Exploration Work*
 
 The
          Company is planning a 5,000 foot core drilling program for 2005 as an initial
          drill test of the targets identified during 2004. Significant follow-up
          drilling
          may be carried out if the initial results are encouraging. The timing of
          the
          commencement of drilling activities on the project is controlled by the
          issuance
          of a formal decision on the Company’s permit application by the United States
          Forest Service. The 2005 work program will also include follow-up surface
          geochemical sampling and continued geological mapping to identify additional
          drill targets.
 
 *e.*  *Underground
          and Surface Plant and Equipment*
 
 There
          is
          no underground or surface, plant or equipment of commercial value on the
          Jarbidge property, nor is there any known commercial ore body.
 
 ***8.***  ***Searchlight,
          Nevada, USA***
 *a.*
                *Terms
                    of Acquisition*
 
 By
                    an agreement dated January 17, 2004, the Company acquired a 100%
                    interest
                    in the 25 Searchlight claims located in Clark County, Nevada,
                    by issuing
                    30,000 common shares of the Company.
 
 *b.*  *Location,
          Size and Access*
 
 The
          project is located approximately 1.5 kilometers north of the town of Searchlight
          in Clark County, Nevada, and has excellent road access, with a paved, two
          lane
          interstate highway (US95) passing through the claim block.
 
 The
          Company currently holds 25 unpatented lode, mining claims at the project
          totaling approximately 202 hectares (500 acres).
 
 *c.*  *History
          and Previous Exploration*
 
 The
          district was discovered in 1897 and is credited with approximately 240,000
          ounces of gold and 352,000 ounces of silver production through 1953 when
          all
          recorded production ceased. High-grade veins hosted by Tertiary-age rocks
          characterize mineralization in the district. In the northern portion of
          the
          district, where the Company’s land position is located, the mineralization is
          characteristic of a low-sulfidation, epithermal, bonanza-type vein system
          hosted
          by andesitic to rhyolitic volcanic rocks. Quartz-chalcedony veins, stockwork
          zones and breccia silica flooding is present on the Company’s claim block and
          has returned values in excess of 3.0 g/t gold in reconnaissance rock
          sampling.
 
 *d.*  *Proposed
          Exploration Work*
 
 A
          program
          of surface sampling and geologic mapping is proposed for the 2005 season,
          followed by geophysical surveys to define drill targets under alluvial
          and
          post-mineral volcanic cover. Positive results will lead to a drill program
          to
          test for bonanza grade gold-silver veins similar to those developed in
          the
          Bullfrog District in southern Nevada, approximately 150 kilometres to the
          north
          of the Searchlight Project.
 
 *e.*  *Underground
          and Surface Plant and Equipment*
 
 There
          is
          no underground or surface plant or equipment on the Searchlight property,
          nor is
          there any known commercial ore body.
 
 ***9.***  ***Lone
          Pine, Arizona, USA***
 
 *a.*
                *Terms
                    of Acquisition*
 
 The
                    Company purchased a 100% interest in the three, patented Lone
                    Pine claims
                    for US$100,000 in cash.
 
 *b.*  *Location,
          Size and Access*
 
 The
                    Lone Pine property is located near Prescott, Arizona, within
                    the Big Bug
                    Mining District. The property consists of three patented claims
                    for a
                    total area of 61.98 acres (24.68 ha). Access to the claims is
                    via a short
                    4 x 4 road leading off Highway 69 between the towns Mayer and
                    Humbolt.
 
 *c.*  *History
          and Previous Exploration*
 
 The
                    property is centred on the old Lone Pine Mine which has had recorded
                    historical production of 2,170 tons at 0.2 oz/t gold, 3 oz/t
                    silver, 6.45%
                    copper. While lead and zinc were not recovered, it has been estimated
                    that
                    the ore contained 1.5% lead and 5% zinc. The volcanogenic massive
                    sulphide
                    (VMS) deposit, which had been explored underground to a 200-foot
                    depth and
                    over a 700-foot strike length, had never been drill tested. Additional
                    potential exists within the hanging wall for associated
                    carbonate-chert-gold exhalite mineralization.
 
 In
                    April 2001, three holes were drilled to test the depth extent
                    of the
                    mineralization. Narrow sections of semi-massive to disseminated
                    sulphide
                    mineralization were intersected in sericitic and iron carbonate
                    altered
                    rock, but no significant grades over significant widths were
                    indicated. No
                    work has occurred on the property since 2001 and none is planned
                    for
                    2005.
 
 
 ***10.***
              ***Wolverine
                  Properties, Watson Lake Mining District, Yukon
                  Territory*** 
 The
          Company sold its 39.4% interest in the Wolverine properties to its former
          joint
          venture partner, Expatriate Resources Ltd. (“Expatriate”) on May 31, 2004. The
          Company received $2,000,000 in cash payments, 10,000,000 common shares
          of
          Expatriate, 5,000,000 warrants exercisable for 2 years at a price of $0.32
          per
          share, and a net smelter royalty on revenues from precious metals indexed
          to the
          price of silver. The royalty is 4% at a price of US$5.00 per ounce of silver,
          increasing to 10% if the price of silver exceeds US$7.50 per ounce.
 ***11.***  ***Wolf
          Property, Watson Lake Mining District, Yukon
          Territory***
 
 *a.*  *Terms
          of Acquisition*
 
 By
                    Option Agreement dated September 28, 1995, as amended March 6,
                    1997, and
                    December 10, 1998, the Company acquired an option to earn a 65%
                    interest
                    in the property from YGC Resources Ltd. (“YGC”). Under the agreement, the
                    Company had the right to acquire an undivided 65% interest in
                    the property
                    by issuing 320,000 common shares or by making total cash payments
                    of
                    $210,000 (cash paid) and by incurring cumulative exploration
                    expenditures
                    of $1,500,000 over five years
                    (incurred).
 
 The
                    Company fulfilled all requirements of the Agreement on December
                    11, 1998.
                    All further work will be conducted pursuant to a joint venture
                    in which
                    the Company and YGC will fund all expenditures in proportion
                    to their
                    respective interests in the property. As a result of a small
                    program
                    conducted during 2000 for which YGC failed to contribute its
                    share of the
                    JV approved budget, YGC's interest in the property was diluted
                    to 34.4%
                    and the Company's interest increased to
                    65.6%.
 
 *b.*  *Location,
          Size and Access*
 
 The
                    Wolf property covers a 4.5 kilometre strike length of altered
                    felsic
                    volcanic and sedimentary rocks that host volcanogenic, stratiform
                    barite-sphalerite-galena mineralization. The property is located
                    85
                    kilometres south of Ross River, Yukon Territory, and 65 kilometres
                    west of
                    the Wolverine deposit. The Wolf property consists of 18 claims
                    for
                    approximately 376 hectares. Access to the property is by helicopter
                    from
                    Ross River.
 
 *c.*  *History
          and Previous Exploration*
 
 Mineralized
                    material*, as estimated by the Company in January 1999, is 4.1
                    million
                    tonnes grading 6.2% zinc, 1.8% lead and 84 g/t silver based on
                    31 drill
                    intersections. The deposit is a tabular body of banded massive
                    sulphide
                    mineralization that extends over a strike length of 600 metres
                    and a
                    down-dip length of 500 metres. Sulphide mineralogy is composed
                    primarily
                    of pyrite, sphalerite, galena, and rare
                    chalcopyrite.
 
 *****
                Under
                    the Canadian classification system (CIM) this material would
                    be classified
                    as an Inferred Resource.
 
 Since
                    2000, when a clean-up program was conducted on the property,
                    no work has
                    been completed.
 
 *d.*  *Proposed
          Exploration Work*
 
 No
          work
          was done in 2004 and none is contemplated for 2005.
 
 *e.*  *Underground
          and Surface Plant and Equipment*
 
 There
                    is no underground or surface plant or equipment on the Wolf property,
                    nor
                    any known commercial ore body.
 
 ***12.***  ***Marg
          Property, Yukon Territory***
 
 *a.*
                *Terms
                    of Acquisition*
 
 The
                    Company purchased a 66.7% interest in the Marg property for $250,000
                    in
                    cash on January 20, 2000, with Cameco Corporation (“Cameco”) owning the
                    remaining 33.3% interest. During 2004, the Company purchased
                    the remaining
                    33.3% interest in the property from Cameco for a payment of CDN$80,000,
                    bringing the Company’s total interest to
                    100%.
 
 On
                    March 1, 2005, the Company sold its 100% interest in the property
                    to Yukon
                    Gold Corporation Inc. (“Yukon Gold”) for cash payments totaling
                    CDN$1,600,000 and 400,000 common shares in Yukon Gold. The Company
                    received an initial payment of $150,000 and 133,333 common shares
                    in Yukon
                    Gold. Subsequent payments are scheduled as follows: $50,000 cash
                    and
                    133,333 common shares on or before December 12, 2005; $100,000
                    cash and an
                    additional 133,334 common shares on or before December 12, 2006;
                    $100,000
                    on or before December 12, 2007; and $200,000 on or before December
                    12,
                    2008, payable as a combination of cash or common shares. Upon
                    the
                    commencement of commercial production, Yukon Gold shall pay the
                    Company an
                    additional $1,000,000 in a combination of cash and common
                    shares.
 ***13.***  ***Ty
          Property, Yukon Territory***
 
 *a.*
                *Terms
                    of Acquisition*
 
 By
                    agreement dated April 7, 2000, the Company acquired an undivided
                    30%
                    interest in the property for a cash consideration of $59,423
                    from
                    Consolidated Pacific Bay Minerals Ltd. (formerly “Pacific Bay Minerals
                    Ltd.”).
 
 *b.*  *Location,
          Size and Access*
 
 The
                    Ty property is located in the Finlayson Lake area in southeastern
                    Yukon
                    Territory. The property is comprised of 38 claims for 794 hectares.
                    Access
                    is by helicopter.
 
 *c.*  *History
          and Previous Exploration*
 
 The
                    Ty property is underlain by rocks similar to those which host
                    the
                    Wolverine deposit. Previous work by Westmin Resources Ltd. included
                    geochemical and geophysical surveys and four diamond drill holes.
                    The
                    Company completed an initial program of geological mapping and
                    geochemical
                    sampling during 2000. No work was completed in 2002, 2003 or
                    2004. No work
                    is planned for 2005.
 
 ***14.***  ***Ecstall
          River Property, Skeena Mining Division, British
          Columbia***
 
 *a.*
                *Terms
                    of Acquisition*
 
 By
                    agreement dated December 16, 1993, the Company acquired a 100%
                    interest in
                    the property from Falconbridge Limited (“Falconbridge”) in consideration
                    of the payment of $40,000 and the issuance of 100,000 common
                    shares at a
                    deemed price of $0.45 per share, subject to a 3% Net Smelter
                    Return
                    Royalty (which may be bought down to
                    2%).
 
 *b.*  *Location,
          Size and Access*
 
 The
                    Ecstall River property is located about 75 kilometers southeast
                    of Prince
                    Rupert, B.C., and about 20 kilometers northwest of Kitkiata Inlet
                    on
                    Douglas Channel, near Ecstall Lake. The property is comprised
                    of 21 Crown
                    Granted Mineral claims covering 400 hectares, and two Crown Granted
                    Mineral claims (surface rights) covering an additional 40
                    hectares.
 
 Access
                    to the property is by helicopter from Prince Rupert or Terrace,
                    some 100
                    kilometers to the north. Equipment could be barged to Kitkiata
                    Inlet or up
                    the Ecstall River to within a few kilometers from the Ecstall
                    deposit.
                    Logging roads reach within 10 kilometers of the
                    property.
 
 *c.*  *History
          and Previous Exploration*
 
 The
                    principal mineral occurrence on the property, the Ecstall deposit,
                    was
                    discovered before 1900. The British Columbia Pyrites Company
                    Limited
                    investigated the deposit by tunneling, and made a trial shipment
                    of
                    pyritic massive sulphide material to the Victoria Chemical Works.
                    In 1918
                    and 1919, the Granby Consolidated Mining, Smelting and Power
                    Co. Ltd.
                    (“Granby”) explored the property, viewing it as a possible source of
                    copper ore for the Anyox smelter. Granby dropped its option in
                    1920, but
                    re-acquired it and subsequently, did more exploratory work before
                    finally
                    relinquishing the option in 1923.
 
 The
                    property was the subject of intermittent exploration, including
                    underground exploration, between 1937 and 1987 by Texas Gulf
                    Sulphur Co.,
                    its affiliate, and corporate successors, namely Falconbridge.
                    This work
                    defined a body of mineralized material estimated to contain 6.62
                    million
                    tonnes grading 0.7% copper, 2.5% zinc, 20 g/t silver and 0.5
                    g/t
                    gold.
 
 In
                    December 1993, the Company purchased the property from Falconbridge,
                    and
                    in 1994 undertook additional exploration work. The Company's
                    work included
                    line-cutting, geological mapping, soil and rock sampling in the
                    Thirteen
                    Creek area near the Ecstall deposit. Four drill targets were
                    chosen, but
                    further work was postponed. No work has occurred on the property
                    from 1995
                    to the present, nor is any planned for
                    2005.
 
 ***15.***  ***White
          Bull Property, Liard Mining Division, B.C.***
 
 a.  Terms
          of
          Acquisition
 
 By
                    agreement dated April 27, 1995, the Company entered into a 50:50
                    Joint
                    Venture agreement with Jasper Holdings Co. (“Jasper”), and the claims were
                    staked under this agreement. On August 21, 1995, the Company
                    purchased
                    Jasper's 50% interest in the property by issuing 25,000 common
                    shares of
                    the Company to Jasper.
 
 *b.*  *Location,
          Size and Access*
 
 The
                    White Bull property is situated in the Cassiar Mountains in north-central
                    British Columbia. The nearest towns are Dease Lake, 133 kilometres
                    southwest, and Watson Lake, 140 kilometres north of the property.
                    The
                    property is comprised of 24 claim units, covering approximately
                    600
                    hectares. Access is by helicopter from Dease Lake or Watson
                    Lake.
 
 *c.*  *History
          and Previous Exploration*
 
 The
                    claims were staked to cover a large zone of alteration possibly
                    associated
                    with sedimentary exhalative lead-zinc-silver mineralization in
                    Paleozoic
                    sedimentary rocks. The Company carried out a program of detailed
                    geological mapping and geochemical surveying in 1996. Additional
                    mapping
                    and geochemical sampling were carried out during 2004. No work
                    is planned
                    for 2005.
 ***16.***  ***Celeste,
          Chile***
 
 *a.*
                *Terms
                    of Acquisition*
 
 Pursuant
          to an agreement dated September 30, 2002, with Minera Teck Cominco Chile
          Limitada (“Teck-Cominco”), the Company acquired a 100% interest in and to the
          Property subject to a NSR royalty equal to 2% (uncapped) of net smelter
          returns
          from minerals extracted from the Property, by paying a one-time fee of
          CH$3,700,000 (equivalent to US$9,753). A land-use fee of US$50 per hectare
          is
          payable if the land surface is used for waste, leach pads, or ancillary
          mining
          facilities.
 
 b.
                Location,
                    Size and Access
 
 Celeste
          project is located in the Coastal Range of Northern Chile about 180 km
          north of
          Copiapo and 50 km northeast of Chanaral port. The property consists of
          24
          mineral concessions of approximately 3,501 hectares in area. Access to
          the
          project is by means of a state maintained secondary road, about 20 km from
          regular paved highways. An airport for commercial jets at El Salvador is
          90 km
          by road from the project site. Barquito port is located 55 km from the
          project.
 
 *c.*  *History
          and Previous Exploration*
 
 The
          Property is adjacent to and on strike of the Cerro Negro Property owned
          by ENAMI
          and previously optioned to the Company. The Company terminated its option
          on
          Cerro Negro option in March 2003. Mining activity has been known in the
          area
          since the early 1900’s. In 1960, the Cerro Negro Property was claimed by ENAMI,
          and subsequently leased to small miners. Today, 24 such contracts are in
          place
          and small-scale mining of higher-grade material is being carried
          out.
 
 Celeste
          was explored in conjunction with exploration on the Cerro Negro property.
          The
          Cerro Negro property fits with the class of deposits referred to as Iron
          Oxide
          Copper-Gold deposits. In the case of Cerro Negro, copper mineralization
          is
          associated with magnetite and specularite breccias and vein stockwork systems
          that occur over a 7 km strike length following a northeast trending splay
          of the
          Atacama Fault Zone.
 
 Cominco
          acquired the Celeste properties and drilled 14,000m, with numerous drill-holes
          intersecting >1% copper sulphide mineralization on both the northern and
          southern ends of the ENAMI’s Cerro Negro claims. The Company drilled 3 holes on
          the Celeste property in early 2003, prior to dropping its option on Cerro
          Negro.
          Work subsequently was put on hold and the property is being maintained
          in good
          standing.
 
 *d.*  *Proposed
          Exploration Work*
 
 No
          further work is proposed for 2005.
 
 *e.*  *Underground
          and Surface Plant and Equipment*
 
 There
          is
          no underground or surface plant on the Celeste property, nor any known
          commercial ore body as defined by the U.S. Securities and Exchange Commission
          standards.
 
 ***17.***  ***Other
          Properties***
 
 The
          Company owns some other properties in the Yukon Territory, Nevada and Chile
          that
          are at an early stage of exploration. The Company also conducts research
          into
          areas believed to have favourable geology and carries out reconnaissance
          exploration in target areas where the potential for making significant
          discoveries is high.
 
 **ITEM
          5.**  **OPERATING
          AND FINANCIAL REVIEW AND PROSPECTS**
 
 The
          following discussion of the financial condition, changes in financial condition,
          and results of operations, of the Company for each of the years in the
          three-year period ended December 31, 2004, should be read in conjunction
          with
          the financial statements of the Company included in Item 17 - Financial
          Statements.
 
 The
          Company's financial statements are presented in Canadian dollars and have
          been
          prepared in accordance with Canadian generally accepted accounting principles
          (“GAAP”). Material differences between Canadian and U.S. GAAP, as applicable to
          the Company, are set forth in Note 13 to the financial statements of the
          Company
          included in Item 17 - Financial Statements.
 
 **A.**  **Operating
          Results**
 
 The
          Company has financed its operations principally through the sale of its
          equity
          securities. As the Company does not have any producing mineral properties,
          its
          only revenue source is interest income earned from amounts on deposit.
          Interest
          income earned is dependent on the amount of funds available for deposit
          and
          changes in the interest rates. Unless the Company is able to acquire one
          or more
          advanced-stage properties with the potential to generate near term profit
          and
          cash flow, or is able to obtain additional funds through the sale of its
          equity
          securities, the amount of interest income earned is expected to decrease
          as the
          Company continues to expend funds exploring its existing mineral
          properties.
 
 *Year
          Ended December 31, 2004 Compared to Year Ended December 31,
          2003*
 
 During
          the 2004 fiscal year, the Company incurred a loss of $4,221,611 ($1,764,935
          -
          2003; $5,273,769 - 2002), resulting in basic and diluted loss per share
          of $0.14
          ($0.08 - 2003; $0.24 - 2002). The loss is inclusive of $1,359,561 loss
          from the
          sale of Wolverine property ($nil - 2003; $nil - 2002); a write down of
          $40,537
          ($191,267 - 2003; $nil - 2002) in Chile’s value-added tax receivable; a
          write-down of $1,881,155 ($743 - 2003; $1,824,956 - 2002) in mineral property
          costs; and a $nil ($32,799 - 2003; $485,455 - 2002) write down of holdings
          in
          marketable securities. The Company completed the sale of its minority stake
          in
          the Wolverine Joint Venture to Expatriate Resources Ltd. (“Expatriate”) in
          October 2004, for $2 million cash, 10,000,000 units of Expatriate and a
          NSR on
          precious metals indexed to the price of silver.
 
 The
          Company raised a net amount of $3,648,757 ($2,099,277 - 2003; $nil - 2002)
          in a
          private placement equity financing during the fiscal 2004, by issuing 7,280,000
          units. Each unit was comprised of one common share and one-half of one
          transferable share purchase warrant. Each one whole warrant entitles the
          holder
          to purchase one additional common share of the Company for a period of
          12
          months, at a price of $0.70 per share. The Company received an aggregate
          amount
          of $109,500 ($99,250 - 2003; $nil - 2002) from the exercise of employees’ stock
          options and $458,460 ($nil - 2003; $nil - 2002) from the exercise of share
          purchase warrants.
 
 Interest
          and other income for the 2004 fiscal year was $119,315 ($69,167 - 2003;
          $101,209
          - 2002). The increase in interest and other income was the result of the
          new
          investment policy adopted by the Company in late 2004. The Company now
          invests a
          certain portion of its investments in bond and income trusts funds instead
          of
          investing in short-term deposits only.
 
 General
          and administrative expenses for the 2004 fiscal year decreased to $896,057
          ($929,001 - 2003; $1,072,641 - 2002). During 2003, $175,175 of the expenses
          related to the termination of employment agreements with three employees
          who
          were paid out by the issuance of 761,630 treasury shares. During 2002,
          $378,356
          of the 2002 expenses related to a one-time severance expense in relation
          to the
          termination of four employees. If the severance expenses were excluded,
          the
          general and administrative expenses for the 2004 fiscal year were increased
          by
          $142,231 over 2003, and by $59,541 over 2002. The increase was primarily
          attributed to the shareholder communications which increased to $363,859
          ($176,922 - 2003 and $185,495 - 2002) by the Company employing an external
          consultant to facilitate its promotional activities in Europe and the increase
          in attending the various promotional exhibitions; the wages and benefits
          of
          $202,546 ($139,464 - 2003 and $180,637 - 2002) includes a one-time bonus
          of
          $33,000 paid to its President.
 
 During
          2003, the Company elected the early adoption of the CICA released amendments
          to
          Section 3870 which resulted in a $94,770 ($94,576 - 2003; $nil - 2002)
          in
          stock-based compensation expense to the current fiscal year. The Company
          previously disclosed stock-based compensation of $24,023 in 2002 as pro
          forma
          information.
 
 Exploration
          and business development for the 2004 fiscal year was $208,268 ($717,756
          - 2003;
          $1,906,424 - 2002). The reduction mainly reflects the Company’s change in focus
          from regional exploration to specific projects in exploring its gold properties
          in Nevada. Expenses include the internal allocation of Company salaries
          based on
          time spent on this activity, fees charged by outside consultants and engineering
          firms, and travel expenses related to due diligence activities. Of the
          2002
          amount, $1,194,212 incurred in due diligence expenses related to copper
          prospects in Chile, and $463,643 incurred in due diligence expenses related
          to a
          project in Spain.
 
 The
          Company incurred $3,073,956 ($694,915 - 2003; $1,053,169 - 2002) in deferred
          exploration and acquisition costs, which were partially offset by an amount
          of
          $331,000 received as option payments; and a $28,006 received as management
          fees
          and reimbursement from third parties on Nevada properties in 2004. Deferred
          exploration and acquisitions costs were offset by $70,050 received as option
          payments on Nevada properties in 2003. Offsets in 2002 totalled $319,774
          including $295,402 received from its partner and spent on the Chañarcillo
          exploration program in Chile.
 
 *Year
          Ended December 31, 2003 Compared to Year Ended December 31,
          2002*
 
 During
          the 2003 fiscal year, the Company incurred a loss of $1,764,935 ($5,273,769
          -
          2002), resulting in basic and diluted loss per share of $0.08 ($0.24 -
          2002).
          The loss is inclusive of a write down of $191,267 ($nil - 2002) in Chile’s
          value-added tax receivable; and a gain of $4,665 (loss of $492,859 - 2002)
          in
          assets disposition; $nil ($78,098 - 2002) write-off of the Company’s investment
          in the VGCG limited partnership; and a write down of $743 ($1,824,956 -
          2002) in
          mineral property costs. Mineral property write-downs in 2002 included $1,711,723
          related to Chilean properties; $52,307 related to Alaskan properties; and
          $60,925 related to British Columbian properties.
 
 The
          Company raised a net amount of $2,099,277 ($nil - 2002) in private placement
          equity financing during the fiscal 2003, by issuing 6,571,000 units at
          a price
          of $0.35 per unit. Each unit was comprised of one common share and one-half
          of
          one non-transferable share purchase warrant. Each one whole warrant entitles
          the
          holder to purchase one additional common share of the Company for a period
          of 12
          months, at a price of $0.45 per share.
 
 Interest
          and other income for the 2003 fiscal year was $69,167 ($101,209 - 2002).
          The
          reduction in interest and other income was the combined result of the reduced
          interest rates and lower average balances of cash and cash
          equivalents.
 
 General
          and administrative expenses for the 2003 fiscal year decreased to $723,077
          ($1,008,644 - 2002). $175,175 of the 2003 amount related to the termination
          of
          employment agreements with three employees who were paid out by the issuance
          of
          761,630 treasury shares. $378,356 of the 2002 amount related to a one-time
          severance expense in relation to the termination of four employees. If
          the
          severance expenses were excluded, the general and administrative expenses
          for
          the 2003 fiscal year were $547,902 ($630,288 - 2002). The overall cost
          of
          operating decreased primarily due to reorganization that took place in
          late
          2002. The Company anticipates an increase in 2004 due to the new office
          space in
          Vancouver and a new office in Nevada, USA.
 
 During
          2003, the Company elected the early adoption of the CICA released amendments
          to
          Section 3870, which resulted in a $94,576 (nil $ - 2002) in stock-based
          compensation expense to the current fiscal year. The Company previously
          disclosed stock-based compensation as pro-forma information.
 
 Exploration
          and business development for the 2003 fiscal year was $717,756 ($1,906,424
          -
          2002). The reduction mainly reflects the Company’s change in focus from advanced
          international development projects to early stage exploration for gold
          in
          Nevada. Expenses include the internal allocation of Company salaries based
          on
          time spent on this activity, fees charged by outside consultants and engineering
          firms, and travel expenses related to due diligence activities. Of the
          2002
          amount, $1,194,212 incurred in due diligence expenses related to copper
          prospects in Chile, and $463,643 incurred in due diligence expenses related
          to a
          project in Spain, and the balance of $248,569 incurred in general exploration
          expenses related to other submittal projects in North America.
 
 The
          Company incurred $694,915 ($1,053,169 - 2002) in deferred exploration and
          acquisition costs related to properties in Nevada. Deferred exploration
          and
          acquisitions costs were offset by $70,500 received as option payments on
          Nevada
          properties in 2003. Offsets in 2002 totalled $319,774 including $295,402
          received from its partner and spent on the Chañarcillo exploration program in
          Chile.
 
 *Year
          Ended December 31, 2002 Compared to Year Ended December 31,
          2001*
 
 During
          the 2002 fiscal year, the Company incurred a loss of $5,273,769 ($1,995,641
          for
          2001), resulting in basic and diluted loss per share of $0.24 ($0.09 for
          2001).
          The loss is inclusive of a write down of $1,824,956 ($3,113 for 2001) in
          mineral
          property costs, a $485,455 ($357,430 for 2001) write down of holdings in
          marketable securities, and a $78,098 ($150,000 for 2001) write-off of the
          Company's investment in the VGCG limited partnership.
 
 Interest
          income for the 2002 fiscal year decreased to $97,209 from $510,138 during
          the
          2001 fiscal year. The reduction of $412,929 was the combined result of
          the
          reduced interest rates and lower average balances of cash and cash equivalents
          in 2002.
 
 General
          and administrative expenses for the 2002 fiscal year increased to $1,008,644
          from $691,586 in 2001. The increase was primarily attributed to one-time
          severance expenses of $378,356 in relation to the termination of four employees
          in 2002; a $24,429 increase in rent and services expenses was primarily
          attributed to a full year of operating costs incurred by the Company = s
          Chile
          office in 2002 as compared to six months of operating costs in 2001; a
          $18,352
          increase in shareholder communications arose due to the increase in corporate
          investor relations activities; and a $37,970 increase in wages and benefits
          occurred due to a reduction of the amount of salaries capitalized to project
          costs. The $144,573 decrease in professional fees was primarily attributed
          to
          the Company utilizing fewer external consultants.
 
 Exploration
          and business development for the 2002 fiscal year increased to $1,906,424
          from
          $1,296,510 for the 2001 fiscal year. Expenses include the internal allocation
          of
          Company salaries based on time spent on this activity, fees charged by
          outside
          consultants and engineering firms, and travel expenses related to due diligence
          activities. Of the 2002 amount, $1,194,212 incurred in due diligence expenses
          related to copper prospects in Chile, and $463,643 incurred in due diligence
          expenses related to a project in Spain.
 
 The
          Company incurred $1,053,169 ($1,059,384 for 2001) in deferred exploration
          and
          acquisition costs, which were partially offset by an amount of $7,517 ($183,128
          for 2001) in grants received under a Yukon government exploration incentive
          program, an aggregate of $295,402 ($nil for 2001) was received from Apex
          Silver
          Mines Limited and spent on the Chanarcillo exploration program in Chile,
          and a
          refund of $16,855 ($nil for 2001) in previously overpaid cash calls was
          received
          from its partner in the Wolverine Joint Venture.
 
 The
          $1,824,956 write-down of mineral properties in 2002 ($3,113 for 2001) related
          to
          costs incurred in 2002 and prior years on projects that no longer met the
          Company's criteria for further exploration. Of the 2002 write-off amount,
          $1,711,723 related to projects in Chile, $52,307 related to projects in
          Alaska,
          U.S., and $60,925 related to projects in British Columbia, Canada.
 
 **B.**  **Liquidity
          and Capital Resources**
 
 The
          Company has financed its operations principally through the sale of its
          equity
          securities. As the Company does not have any producing mineral properties,
          its
          only revenue source is interest income earned from amounts on deposit.
          Interest
          income earned is dependent on the amount of funds available for deposit
          and
          changes in interest rates. Unless the Company is able to obtain additional
          funding through the sale of its equity securities, the amount of interest
          income
          earned is expected to decrease as the Company continues exploring its existing
          mineral properties.
 
 The
          Company expects to obtain financing in the future primarily through joint
          venturing its properties, equity financing, and/or debt financing. There
          can be
          no assurance that the Company will succeed in obtaining additional financing,
          now or in the future. Failure to raise additional financing on a timely
          basis
          could cause the Company to suspend its operations and eventually to forfeit
          or
          sell its interests in its properties.
 
 The
          Company had a net working capital position of $6,616,652 at December 31,
          2004,
          compared to $3,704,283 at December 31, 2003 and $3,475,682 at December
          31, 2002.
          The Company's current working capital position provides it with sufficient
          liquidity to meet its 2005 budgeted operating requirements.
 
 At
          December 31, 2004, the outstanding stock options and share purchase warrants
          represented a total of 10,600,445 shares. The exercise of these securities
          is
          completely at the discretion of the holders and the Company has had no
          indication that any of these securities will be exercised.
 **C.**  **Research
          and Development, Patents and Licenses, etc.**
 
 As
          the
          Company is a mineral exploration company with no research and development,
          the
          information required by this section is not applicable.
 
 
 **D.**  **Trend
          Information**
 
 As
          the
          Company is a mineral exploration company with no producing properties,
          the
          information required by this section is not applicable.
 
 
 **ITEM
          6.**  **DIRECTORS,
          SENIOR MANAGEMENT AND EMPLOYEES**
 
 **A.**  **Directors
          and Senior Management**
 
 The
          members of the board of directors and officers of the Company as at March
          1,
          2005, are as follows:
 
 **Name
                    and Position in the 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.
                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. (formerly Major General Resources Ltd.)
                Chairman
                    of Commander Resources Ltd.**James
                    K.B. Hesketh**(1)(2)
                  Director
                Canyon
                    Resources Corporation,
                  Apogee
                    Minerals Ltd.
                President
                    and COO 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**Terry
                    L. Owen**
                  Vice
                    President, Operations
                None
                Self-employed
                    Independent Mining Engineer/Consultant**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 35 years experience in
          exploration and development, acquisitions and mergers, and mining operations.
          Mr. Watkins was President of Cyprus Exploration and Development Corporation
          and
          Senior Vice President, Exploration for Cyprus Amax Minerals Company for
          six
          years prior to joining the Company. Cyprus Amax (acquired by Phelps Dodge
          Corporation in 1999) was a U.S. based, Fortune 500, multi-national mining
          company, which produced copper, molybdenum, gold, lithium, and coal, and
          had
          annual revenue of US $3.2 billion.
 
 Mr.
          Watkins joined Falconbridge Copper Ltd. as an Exploration Geologist in
          1977 and
          became Chief Geologist responsible for exploration in Quebec and mine operations
          at Lake Dufault and Opemiska in 1980. Mr. Watkins was appointed Vice President,
          Exploration in 1986 and rose to the position of President of Minnova Inc.,
          the
          successor company to Falconbridge Copper, in 1991. Minnova was a base metal
          and
          gold mining company with five operating underground and open pit mines
          with
          2,000 employees in Quebec, Ontario and British Columbia. During Mr. Watkins
          tenure at Minnova, the Company experienced rapid growth and achieved a
          market
          capitalization of $500 million.
 
 During
          the early part of his career, Mr. Watkins worked with Newmont Mining and
          with
          Noranda as an exploration geologist in various parts of the world, including
          Australia, Mexico, Ecuador, and Canada. He graduated with a M.Sc. degree
          in
          Geology from Carleton University in Ottawa in 1970 and a B.A. in Geology
          from
          Queen's University at Kingston in 1967.
 
 **William
          J. Coulter**
 
 Mr.
          Coulter has over 40 years of experience in the mineral resource sector.
          He has
          served as founding director, management, and shareholder of numerous junior
          mining, exploration and hydrocarbon companies, and has extensive experience
          in
          financing, mergers and acquisitions.
 
 **James
          K.B. Hesketh**
 
 Mr.
          Hesketh has worked in all aspects of the mining industry over the past
          25 years.
          Mr. Hesketh is presently the President and Chief Operating Officer of Canyon
          Resources Corporation and the President of Kalex Inc. a strategic and management
          consulting company.
 
 Mr.
          Hesketh was Vice-President and a principal mining engineer with NM Rothschild
          & Sons, prior to his involvement with Canyon Resources and Kalex Inc. Mr.
          Hesketh worked more than 10 years at Cyprus Amax Minerals Company in various
          roles, including Corporate Director of Business Development, where he directed
          technical and financial teams reviewing merger and acquisition opportunities.
          Mr. Hesketh worked at large porphyry copper operations in Arizona, and
          has held
          positions which include Mine Superintendent, SX-EW engineering, geology
          and
          support at the Sierrita Mine and Mine Superintendent at the Bagdad Mine.
          He also
          worked as a Project Manager on aspects of Cyprus' coal, industrial minerals,
          and
          specialty metals businesses.
 
 Before
          joining Cyprus, Mr. Hesketh worked in a senior role with Pincock, Allen,
&
          Holt, an internationally recognized engineering and consulting firm. Prior
          to
          joining PAH, he worked as a mine manager at several industrial minerals
          operations in Canada and Thailand.
 
 **Wilson
          J. Barbour**
 
 Mr.
          Barbour worked as a senior executive officer with the Noranda organization
          for
          25 years. He was responsible for the management of investment funds, and
          gold
          and currency hedging programs. From 1987 to 1990, Mr. Barbour was CFO of
          the
          Hemlo Gold Mines and shared responsibility for financings, mergers and
          acquisitions. Mr. Barbour is presently a consultant to mining companies,
          where
          he advises on gold and currency hedging strategies.
 
 **William
          R. Stanley**
 
 Mr.
          Stanley is a mineral exploration geologist with over 25 years experience
          in the
          mining industry. While the vast majority of Mr. Stanley’s exploration experience
          is in the Western United States, he has also developed and led international
          exploration efforts in Mexico, Chile, and New Zealand. Mr. Stanley holds
          a
          Bachelor of Science degree in Geology, from Central Washington University,
          a
          Master of Business Administration from Arizona State University, and is
          a
          licensed professional geologist in the State of Washington, USA.
 
 Mr.
          Stanley held increasing levels of responsibility with Homestake Mining
          Company
          from 1979 through 1993 and was responsible for several gold deposit discoveries,
          two of which were commercially viable and placed into production by Homestake.
          From 1993 through 2000, he was employed by Cyprus Amax Minerals Company
          as its
          United States Exploration Manager where he was responsible for exploration
          in
          the Great Basin, Alaska, and Mexico. Immediately prior to joining the Company
          in
          January 2004, Mr. Stanley was an independent mining consultant providing
          services to both major and junior exploration firms.
 
 **G.
          Ross McDonald**
 
 Mr.
          McDonald is a self-employed chartered accountant with over 35 years of
          experience providing audit and tax services to small and medium sized businesses
          primarily in the mining industry. As Chief Financial Officer, Mr. McDonald
          will
          provide the Company with best practices in terms of financial reporting,
          internal controls and corporate governance.
 
 **Terry
          L. Owen**
 
 Mr.
          Owen
          is a 28-year veteran in the international mining industry. He has held
          a number
          of senior operations and project development positions, including Vice
          President
          of Engineering & Construction for Cyprus Amax Minerals, Inco Limited and
          Vice President Operations at Freeport Indonesia. Mr. Owen has developed
          over $3
          billion in projects in multiple countries, including North America, Russia,
          Indonesia, Chile and Peru. His international operating background includes
          both
          underground and open pit mining. Mr. Owen is also President of T.Owen Consulting
          LLC. Mr. Owen holds a B.S. Mining Engineering and an advanced International
          Business Management Degree from Harvard Business School.
 
 **Bonnie
          L. Whelan**
 
 Ms.
          Whelan has 17 years experience in the public resource sector in positions
          of
          senior officer, director and upper management. As the corporate secretary
          of the
          Company, Ms. Whelan will be engaged in public company administration which
          includes maintaining corporate compliance, legal filings, and office systems
          development and implementation.
 
 The
          following table and accompanying notes set forth all compensation paid
          by the
          Company to its directors and senior management for the fiscal year ended
          December 31, 2004.
 
 Annual
                    Compensation
                Long
                    Term CompensationAwards
                PayoutsName
                    and Principal Position
                Year(1)
                Salary
                    ($)
                Bonus
                    ($)(2)
                Other
                    Annual Compen-
                  sation
                    ($)
                Securities
                    Under Options/
                  SARs(3)granted
                  ($)
                Restricted
                    Shares or Restricted Share Units
                  ($)
                LTIP(4)payouts ($)
                All
                    Other Compen-
                  sation
                    ($)**David
                    H. Watkins**
                  President,
                    Chief Executive Officer and Director
                2004
                135,000
                33,000
                Nil
                100,000(6)
                Nil
                Nil
                n/a**William
                    J. Coulter**
                  Director
                2004
                n/a
                Nil
                Nil
                50,000(6)
                Nil
                Nil
                n/a**James
                    K.B. Hesketh**
                  Director
                2004
                n/a
                Nil
                Nil
                50,000(6)
                Nil
                Nil
                n/a**Glen
                    D. Dickson**
                  Chairmanand
                    Director
                2004
                n/a
                Nil
                Nil
                50,000(6)
                Nil
                Nil
                n/a**Wilson
                    J. Barbour**
                  Director
                2004
                n/a
                Nil
                Nil
                50,000(6)
                Nil
                Nil
                n/a**Michael
                    Williams**(7)
                  Vice
                    President
                2004
                5,617
                Nil
                Nil
                Nil
                Nil
                Nil
                n/a**Robert
                    J. McLeod**(7)
                  VP
                    Exploration
                2004
                7,083
                Nil
                Nil
                Nil
                Nil
                Nil
                n/a**Teresa
                    Cheng**
                  Secretary
                    & Chief Financial Officer
                2004
                72,000
                Nil
                Nil
                50,000(6)
                Nil
                Nil
                n/a**William
                    R. Stanley**
                  VP
                    Exploration
                2004
                112,996
                Nil
                Nil
                250,000(5)
                  50,000(6)
                Nil
                Nil
                n/a
 
 Notes:
                (1)
                Financial
                    year for the period January 1 to December
                    31.
 (2)
                Bonus
                    amounts are paid in cash in the year following the fiscal year
                    in which
                    they were earned.
 (3)  Stock
          appreciation rights.
 (4)  Long-term
          incentive plan.
 (5)  Stock
          Options are exercisable at a price of $0.50 per share prior to January
          9,
          2007.
 (6)
                Stock
                    Options are exercisable at a price of $0.325 per share prior
                    to April 20,
                    2007.
 (7)
                Resigned
                    as officer and employee of the Company during the fiscal year
                    ended
                    December 31, 2004.
 
 No
          part
          of this compensation was paid pursuant to a material bonus or profit sharing
          plan. There was no amount set aside for a pension, retirement or similar
          benefits plans for any director or officer.
 
 **C.**  **Board
          Practices**
 
 ***1.***  ***Date
          of Expiration of the Current Term of Office***
 
 The
          Company's Board of Directors is divided into three classes and the directors
          in
          each class have different terms of office. The directors in each class
          are
          elected at an annual general meeting to hold office for a term of three
          years or
          until their successors are duly elected or appointed, unless such office
          is
          earlier vacated in accordance with the Articles of the Company or a director
          becomes disqualified to act as a director. The authority to determine the
          number
          of directors of the Company rests with the shareholders.
 
 The
          Articles of the Company provide that the number of directors, excluding
          additional directors, may be fixed or changed from time to time by ordinary
          resolution whether previous notice thereof has been given or not. Management
          proposes to determine the number of directors comprising the Board of Directors
          at five and the approval of the shareholders is therefore being sought
          at the
          Company’s next Annual and Extraordinary General Meeting (the “Meeting”) to be
          held on April 14, 2005.
 
 *Election
          of Directors*
 
 The
          Company's Board of Directors presently has five members. At the Meeting
          to be
          held on April 14, 2005, two directors are to be elected, to hold office
          for the
          term expiring at the Annual General Meeting in 2008 or until their successors
          are duly elected or appointed, unless his office is earlier vacated in
          accordance with the Articles of the Company or he becomes disqualified
          to act as
          a director.
 
 The
          terms
          of office of the other four directors who are not nominees for election
          expire
          at the Annual General Meetings in 2006 and 2007, respectively.
 
  
  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 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
                331,275(6)**James
                    K.B. Hesketh**(4)(5)
                  United
                    States
                President
                    & COO, 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
                25,000**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
                623,800**Directors
                    whose terms of office will expire at the Annual General Meeting
                    in
                    2006****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
                65,000**Wilson
                    J. Barbour**(4)
                  Canada
                Independent
                    Financial Consultant.
                Director,
                    May 20/2003 to date
                85,000
 
 (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)
                79,500
                    of these shares are registered in the name of Binjas Holdings
                    Ltd. and
                    22,000 of these shares are registered in the name of Jay Willy
                    Trading Co.
                    Ltd., both non-reporting companies, controlled by William J.
                    Coulter.
 
 ***2.***  ***Termination
          of Employment, Change in Responsibilities and Employment
          Contracts***
 
 During
                    the fiscal year ended December 31, 2004, there were no employment
                    contracts between the Company and any of its subsidiaries and
                    its senior
                    management and there were no compensatory plans or arrangements,
                    including
                    payments to be received from the Company or any of its subsidiaries,
                    with
                    respect to its senior management save and except as set forth
                    below:
 
 Michael
                    Williams resigned as Vice President, on January 31, 2004. Robert
                    McLeod
                    resigned as Vice President, Exploration, on January 19, 2004
                    and William
                    Stanley was appointed Vice President, Exploration, on January
                    24, 2004.
 
 ***3.***  ***Description
          of Board Committees***
 
 The
          Board
          has established two full-time committees, an Audit Committee and a Compensation
          Committee. These committees are comprised entirely of unrelated directors.
          The
          Board has adopted a charter with respect to its Audit and Compensation
          Committees and a Code of Ethics for Officers, as more fully set forth
          below:
 
 *1.*  *Audit
          Committee Charter*
 
 **Purpose**
 
 A.
                The
                    Committee serves as the representative of the Board for the general
                    oversight of the Company’s affairs relating
                    to:
 
 ·
              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. 
 B.
                Through
                    its activities, the Committee facilitates open communication
                    among
                    directors, auditors and management by meeting in private sessions
                    regularly with these parties.
 
 C.
                The
                    Committee also provides oversight regarding significant financial
                    matters,
                    including borrowing, currency exposure, dividends, share issuance
                    and
                    repurchases, and the financial aspects of the Company’s benefit
                    plans.
 
 **Committee
          Membership**
 
 The
          Audit
          Committee of the Board of Directors (the “Board”) shall consist of at least
          three directors. Each member of the Audit Committee shall meet the listing
          standards relating to independence of the Toronto Stock Exchange (the
“Exchange”) and all other applicable regulatory authorities. Under the
          Sarbanes-Oxley Act, at least one member of the Committee must be a “financial
          expert”, whose qualifications include financial literacy, independence and
          accounting or related financial expertise. The Audit Committee shall report
          to
          the Board. A majority of the members of the Committee shall constitute
          a quorum.
          The members of the Audit Committee shall be appointed and replaced by the
          Board.
 
 **Meetings
          and Procedures**
 
 A.  The
          Audit
          Committee shall convene at least four times a year.
 
 B.
                It
                    shall endeavor to determine that auditing procedures and controls
                    are
                    adequate to safeguard Company assets and to assess compliance
                    with Company
                    policies and legal requirements.
 
 **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.
  
  *2.*
                *Compensation
                    Committee Charter*
 
 **Purpose**
 
 The
          Compensation Committee is appointed by the Board to discharge the Board’s
          responsibilities relating to compensation to the Company’s executive. The
          Compensation Committee has overall responsibility for approving and evaluation
          the management, the compensation plans, policies and programs of the Company.
          The Compensation Committee is also responsible for producing an annual
          report on
          executive compensation for inclusion in the Company’s proxy statement, in
          accordance with applicable rules and regulations.
 
 **Committee
          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.
 
 **D.**  **Employees**
 
 During
          the fiscal year ended December 31, 2004, the Company had four full-time
          employees.
 
 **E.**  **Share
          Ownership**
 
 The
          following table sets forth the share ownership of those persons listed
          in
          subsection 6.B above and includes details of all options or warrants to
          purchase
          of the Company held by such persons at December 31, 2004:
 
 **Name**
                **#
                    of Common Shares held at**
                  **March
                    1, 2005**
                **#
                    of Stock Options**
                **#
                    of Warrants**
                **Exercise
                    Price**
                **Expiry
                    Date**David
                    H. Watkins
                623,800
                  -
                  -
                -
                  500,000
                  100,000
                300,000
                  -
                  -
                $0.74
                  $0.25
                  $0.325
                April
                    20/2005
                  June
                    16/2006
                  April
                    20/2007William
                    J. Coulter
                334,875(1)
                  -
                  -
                -
                  125,000
                  50,000
                50,000
                  -
                  -
                $0.74
                  $0.25
                  $0.325
                April
                    20/2005
                  June
                    16/2006
                  April
                    20/2007James
                    K.B. Hesketh
                25,000
                  -
                  -
                50,000
                  25,000
                  50,000
                -
                  -
                  -
                $0.22
                  $0.25
                  $0.325
                Dec.
                    5/2005
                  June
                    16/2006
                  April
                    20/2007Glen
                    D. Dickson
                65,000
                  -
                  -
                225,000
                  25,000
                  50,000
                -
                  -
                  -
                $0.22
                  $0.25
                  $0.325
                Dec.
                    5/2005
                  June
                    16/2006
                  April
                    20/2007Wilson
                    J. Barbour
                85,000
                  -
                50,000
                  50,000
                -
                  -
                $0.23
                  $0.325
                June
                    2/2006
                  April
                    20/2007Teresa
                    Cheng
                175,060
                  -
                  -
                -
                  175,000
                  50,000
                20,000
                  -
                  -
                $0.74
                  $0.25
                  $0.325
                April
                    20/2005
                  June
                    16/2006
                  April
                    20/2007
 
 (1)
                79,500
                    of these shares are registered in the name of Binjas Holdings
                    Ltd. and
                    22,000 of these shares are registered in the name of Jay Willy
                    Trading Co.
                    Ltd., both non-reporting companies, controlled by William
                    Coulter.
 
 ***Incentive
          Stock Options Plan***
 
 The
          Company adopted an Employee Incentive Stock Options Plan (the “Plan”) at the
          Annual General Meeting held on April 12, 1996, as amended at the Annual
          General
          Meeting held on June 16, 2000, the Annual and Extraordinary General Meeting
          held
          on June 8, 2001, and the Annual and Extraordinary General Meeting held
          on May
          20, 2003, where under up to a total of 3,934,000 common shares may be allocated
          and reserved for option. As of the date hereof, 3,195,500 common shares
          have
          been granted under the Existing Plan so that 738,500 common shares are
          available
          for option under the Plan.
 
 The
          Company will be seeking the approval of the shareholders at the Meeting
          to be
          held on April 14, 2005, to increase the number of shares that have been
          allocated and reserved for use in the Company’s Existing Plan from 3,934,000 to
          5,000,000 shares. At the Meeting, the shareholders will be asked to consider,
          and the directors, believing it to be in the best interests of the Company,
          recommend the shareholders approve, a resolution whereunder the Company’s
          Existing Plan be deleted in its entirety and a new Incentive Stock Option
          Plan
          (the “Amended and Restated Plan”) be adopted in its place and stead. A copy of
          the Amended and Restated Plan is filed as an exhibit to this annual
          report.
 
 All
          outstanding incentive stock options will automatically be subject to the
          terms
          and conditions of the Amended and Restated Plan. The Plan complies with
          the
          rules set forth for such plans by The Toronto Stock Exchange (the “Exchange”)
          and provides for the issuance of options to directors, officers and employees
          of
          the Company and its subsidiaries to purchase common shares of the Company.
          The
          stock options are issued at the discretion of the Board of Directors. The
          exercise price must not be lower than the “market price” of the common shares on
          the Exchange at the time of grant. In the context of the Plan, “market price”
          means the closing price of the Company's shares on the Exchange at the
          close of
          trading which immediately preceded the time that the option was granted.
          If the
          shares of the Company do not trade on such day, the “market price” shall be the
          average of the bid and the ask prices on the previous trading day.
 
 The
          Plan
          also provides for a maximum term of ten years for all options.
 
 The
          objective of the Plan is to provide for and encourage ownership of common
          shares
          of the Company by its directors, officers and employees and those of any
          subsidiary companies so that such persons may increase their stake in the
          Company and benefit from increases in the value of the common shares. The
          Plan
          is designed to be competitive with the benefit programs of other companies
          in
          the natural resource industry. It is the view of management that the Plan
          is a
          significant incentive for the directors, officers and employees to continue
          and
          to increase their efforts in promoting the Company's operations to the
          mutual
          benefit of both the Company and such individuals.
 
 
 **ITEM
          7.**  **MAJOR
          SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**
 
 **A.**  **Major
          Shareholders**
 
 To
          the
          knowledge of the directors and senior officers of the Company, there is
          no
          person beneficially owning, directly or indirectly, or exercising control
          or
          direction over voting securities carrying more than 10% of the voting rights
          attached to any class of voting securities of the Company.
 
 Tabled
          below is the distribution of the registered shareholders of the Company
          at
          December 31, 2004, as provided by the Company’s transfer agent, Pacific
          Corporate Trust Company:
 
 **Country**
                **Total
                    Holders**
                **%**
                **Total
                    Holdings**
                **%**USA
                  Canada
                  Other
                    Countries
                28
                  221
                  2
                11.16
                  88.05
                  .080
                2,549,877
                  35,800,995
                  600,000
                6.55
                  91.91
                  1.54
 
  
  **B.**  **Related
          Party Transactions**
 
 There
          were no related party transactions for the last fiscal year.
 
 ***Indebtedness
          to Company of Directors, Executive Officers and Senior
          Officers***
 
 None
          of
          the directors, executive officers and senior officers of the Company or
          any of
          its subsidiaries, proposed nominees for election or associates of such
          persons
          is or has been indebted to the Company (other than routine indebtedness)
          in
          excess of $25,000 at any time for any reason whatsoever, including the
          purchase
          of securities of the Company or any of its subsidiaries.
 
 **C.**  **Interests
          of Experts and Counsel**
 
 This
          Form
          20F is being filed as an annual report under the Exchange Act and, as such,
          there is no requirement to provide any information under this item.
 
 
 **ITEM
          8.**  **FINANCIAL
          INFORMATION**
 
 **A.**  **Consolidated
          Statements and Other Financial Information**
 
 ***Financial
          Statements***
 
 Attached
          hereto are the audited financial statements of the Company for the fiscal
          years
          ended December 31, 2004 and 2003. The financial statements are accompanied
          by
          auditors' reports and related notes. See “Item 17. Financial
          Statements”.
 
 ***Legal
          Proceedings***
 
 The
          Company has assigned its full interest in the Jarbidge claims to Atna Resources
          Inc. (ARI), its wholly owned Nevada subsidiary. ARI has been joined to
          a lawsuit
          pending in the Fourth Judicial District Court of Elko County, Nevada. The
          Plaintiff is the underlying owner of the Jarbidge claims, which are held
          under
          option by ARI. The action seeks to condemn a right of way on an existing
          road
          across certain patented claims to provide access to the mineral claims
          held
          under option by ARI. ARI is pursuing the action as well as exploring alternate
          means to settle the litigation. The Management of the Company believes
          that the
          lawsuit has no significant effects on the Company’s financial
          position.
 
 **B.**  **Significant
          Changes**
 
 No
          significant changes have occurred since the date of the annual financial
          statements included in this Annual Statement.
 
 
 **ITEM
          9.**  **THE
          OFFERING AND LISTING**
 
 **A.**  **Offer
          and Listing Details**
 
 The
          high
          and low closing prices in Canadian Dollars for the Company’s common stock are
          set forth below.
  
  ***a.***  ***For
          the five most recent full financial years: the annual high and low market
          closing prices:***
 
 **High**  **Low**
 
 2000 $0.85  $0.375
 2001 0.59  0.24
 2002 0.51  0.19
 2003 0.62  0.21
 2004 0.95  0.29
 
 
 ***b.***
                ***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
          2003*
 First
          Quarter, ended 03/31/03 $0.33  $0.23
 Second
          Quarter, ended 06/30/03 0.285  0.21
 Third
          Quarter, ended 09/30/03 0.41  0.24
 Fourth
          Quarter, ended 12/31/03 0.62  0.34
 
 *Fiscal
          2004*
 First
          Quarter, ended 03/31/04 $0.56  $0.40
 Second
          Quarter, ended 06/30/04 0.48  0.29
 Third
          Quarter, ended 09/30/04 0.49  0.35
 Fourth
          Quarter, ended 12/31/04 0.95  0.45
 
 *Fiscal
          2005*
 First
          two
          months, ended 02/28/05 $0.83  $0.57
 
 
 ***c.***  ***For
          the most recent six months: the high and low market closing prices for
          each
          month:***
 
 **High**  **Low**
 
 September
          2004  $0.48  $0.40
 October
          2004  0.64  $0.45
 November
          2004  0.95  0.61
 December
          2004  0.87  0.70
 January
          2005  0.79  0.65
 February
          2005  0.83  0.57
 **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 May 13, 2004,
          the shareholders approved a special resolution, altering and increasing
          the
          authorized share capital from 100,000,000 Common Shares without par value
          to
          150,000,000 Shares, divided into 100,000,000 Common Shares without par
          value and
          50,000,000 Preferred Shares without par value, having attached thereto
          the
          Special Rights and Restrictions as set forth in the Articles of the Company.
          The
          general effect of the alteration of the capital of the Company was the
          creation
          of 50,000,000 Preferred Shares without par value, having attached thereto
          Special Rights and Restrictions. Briefly, the special rights and restrictions
          to
          be attached to the Preferred shares would grant to the holders of such
          shares
          the right to receive dividends in priority to the holders of the Common
          Shares,
          to priority on the winding up of the Company and, in respect of any particular
          series of Preferred Shares, voting, redemption, purchase, repayment of
          capital
          and voting rights, as determined by the directors by resolution in creating
          such
          series.
  Transition
          Under the *Business
          Corporations Act* (British
          Columbia)
 
 Effective
          March 29, 2004, the *Business
          Corporations Act* (British
          Columbia) (the “BCBCA”) replaced the previous *Company
          Act* (British
          Columbia) (the “Old Act”). As a consequence, all British Columbia companies are
          now governed by the BCBCA. The BCBCA modernizes and streamlines company
          law in
          British Columbia and represents an improvement over the Old Act. Every
          British
          Columbia company must transition under the BCBCA within two years from
          the
          coming into force of the BCBCA. Companies that have not completed the transition
          cannot complete various corporate actions, including capital alterations
          and
          name changes.
 
 Increase
          of Authorized Capital
 
 As
          now
          permitted by the BCBCA, the Company proposes to alter the Articles of the
          Company to increase the authorized capital from 150,000,000 Shares divided
          into
          100,000,000 Common Shares without par value (the "Common Shares") and 50,000,000
          Preferred shares without par value (the “Preferred Shares”) to an unlimited
          number of Common Shares without par value and an unlimited number of Preferred
          Shares. The BCBCA
  
  recognized
          that companies should not be required to place limitations on their authorized
          capital and, accordingly, the ability to maintain an unlimited authorized
          capital is one of the advantages offered by the BCBCA. Therefore, the Company
          will seek the approval of not less than 75% of the votes cast by the
          shareholders present at the Meeting, to be held on April 14, 2005, in person
          or
          by proxy, to increase the authorized capital to an unlimited number of
          common
          shares without par value and an unlimited number of preferred shares without
          par
          value.
 
 The
          table
          presented below reports on the current authorized capital of the Company.
 
 Designation
                    of Security
                Authorized
                Outstanding
                    as at Dec. 31, 2004
                Outstanding
                    as at March 1, 2005Common
                    Shares
                100,000,000
                $40,795,561
                  
                  (38,950,872
                    shares)
                $40,828,423
                  
                  (39,032,122
                    shares)Preferred
                    Shares
                50,000,000
                Nil
                Nil
 
 As
          at
          March 1, 2005, the Company had outstanding stock options to purchase a
          total of
          2,300,000 common shares, exercisable at prices ranging from $0.22 to $0.60
          per
          share prior to February 8, 2008 and share purchase warrants to purchase
          a total
          of 8,422,695 common shares, exercisable at prices ranging from $0.43 to
          $0.74
          per share prior to November 23, 2005.
 
 The
          following table sets out a history of the Company's share capital for the
          three
          most recently completed fiscal years to the date of this document:
 2004
                
                2003
                
                2002Number
                    of
                
                
                
                Number
                    of
                
                
                
                Number
                    ofShares
                
                Amount
                
                Shares
                
                Amount
                
                Shares
                
                AmountOpening
                    balance
                30,194,667
                
                $36,524,790
                
                21,757,037
                
                $34,051,138
                
                21,757,037
                
                $34,051,138Issued
                    for:Private
                    placement
                7,280,000
                
                3,648,757
                
                6,976,000
                
                2,099,227
                
                -
                
                -Warrants
                501,785
                
                225,803
                
                -
                
                -
                
                -
                
                -Agents’
                    warrants
                534,420
                
                232,658
                
                -
                
                -
                
                -
                
                -Purchase
                    of marketable securities
                -
                
                -
                
                -
                
                -
                
                -
                
                -Exercise
                    of stock options
                410,000
                
                147,653
                
                400,000
                
                99,250
                
                -
                
                -Property
                30,000
                
                15,900
                
                300,000
                
                99,950
                
                -
                
                -Severance
                    settlement
                -
                
                -
                
                761,630
                
                175,175
                
                -
                
                -Closing
                    balance
                38,950,872
                
                $40,795,561
                
                30,194,667
                
                $36,524,790
                
                21,757,037
                
                $34,051,138
 
 **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.
 
 Under
          the
          BCBCA, as discussed in Item A. Share Capital, above, all British Columbia
          companies are now governed by the BCBCA and must transition under the BCBCA
          within two years from the coming into force of the BCBCA. The BCBCA modernizes
          and streamlines company law in British Columbia and represents an improvement
          over the Old Act. The main differences between the Old Act and the BCBCA
          are:
 
 ·
              The
                  BCBCA permits an unlimited authorized share capital, and shares
                  may be
                  created with or without par value. The Old Act required that the
                  authorized capital be fixed at a number approved by the
                  shareholders. 
 ·
              There
                  are no residency requirements for directors under the BCBCA. The
                  Old Act
                  required that at least one director be a resident of British Columbia,
                  and
                  that a majority of the directors be resident in
                  Canada. 
 ·
              Special
                  Resolutions of shareholders may now be passed by a minimum of a
                  two-thirds
                  majority at a meeting of shareholders, compared with a three-quarter
                  majority required under the Old Act. 
 ·
              General
                  meetings may now be held outside British Columbia if the location
                  is
                  approved by resolution of the directors. Under the Old Act, a general
                  meeting had to be held within British Columbia unless approval
                  was
                  obtained from the Registrar of Companies (the “Registrar”) to hold the
                  general meeting elsewhere. 
 ·
              The
                  requirement to publish advance notice of election of directors
                  has been
                  removed under the BCBCA. 
 ·
              The
                  BCBCA provides for shareholder proposals to be made at general
                  meetings.
                  Generally, shareholders holding at least 1% of the voting shares
                  may
                  submit proposals to the Company three months prior to the anniversary
                  of
                  the last annual general meeting of shareholders of the
                  Company. 
 ·
              Under
                  the BCBCA, dividends may be declared out of profits, capital or
                  otherwise.
                  As well, the BCBCA does not automatically make directors liable
                  to the
                  Company for the declaration of dividends while the Company is
                  insolvent. 
 ·
              The
                  BCBCA does not require that a company’s offer to purchase or redeem its
                  own shares be made on a*pro-rata*basis to all shareholders. Under the Old Act, the offer was required
                  to be
                  made*pro-rata*. 
 ·
              The
                  BCBCA permits a company to indemnify its directors without court
                  approval,
                  and may also require reimbursement of expenses in certain cases
                  for claims
                  that are successfully defended. Defence costs may also be advanced
                  by a
                  company in certain cases. 
 ·
              Directors’
                  and shareholders’ meetings may be held by any form of communications
                  medium permitted under the Articles, including internet chat lines
                  and
                  telephones. In addition, directors’ consent resolutions may be passed in
                  the manner provided under the Articles, including
                  e-mail. 
 ·
              A
                  company may provide financial assistance in connection with the
                  purchase
                  of its shares under the BCBCA, which was not permitted under the
                  Old
                  Act. 
 ·
              A
                  company may in limited circumstances amalgamate with a foreign
                  company
                  under the BCBCA, without the requirement to first continue the
                  second
                  company into British Columbia. Amalgamations no longer require
                  court
                  approval, although court approval may still be
                  requested. 
 Under
          the
          BCBCA, a pre-existing British Columbia company is not required to change
          its
          Articles. However, most public companies will likely wish to do so in order
          to
          take advantage of the more permissive provision of the BCBCA.
 
 Removal
          of Pre-Existing Company Provisions
 
 Under
          the
          BCBCA, the Notice of Articles to be adopted by the Company must indicate
          that
          certain “Pre-Existing Company Provisions” or “PCPs” continue to apply to the
          Company unless such provisions are removed with the approval of the shareholders
          by way of special resolution. Until removed, the PCPs will impose the following
          provisions relevant to the Company.
 
 ·
              The
                  majority required to pass a special resolution is three-quarters
                  of those
                  votes cast at a properly constituted meeting of shareholders. This
                  is the
                  majority that was required under the Old Act. The BCBCA allows
                  a special
                  resolution to be passed by a minimum of a two-thirds vote. The
                  Company is
                  proposing to reduce the requisite majority to pass a special resolution
                  to
                  two-thirds of the shares voted at a properly constituted meeting
                  of
                  shareholders; and 
 ·
              A
                  repurchase or redemption of shares can only be offered pro-rata
                  to all
                  shareholders. The provision was required under the Old Act, and
                  has been
                  removed under the BCBCA. The Company is proposing to remove this
                  requirement. 
 The
          Company will seek the approval of not less than 75% of the votes cast by
          the
          shareholders present at the Meeting to be held on April 14, 2005, in person
          or
          by proxy, to remove the PCP’s in connection with the adoption of a new form of
          Articles that incorporates provisions under the BCBCA.
 
 Replacement
          of Articles
 
 The
          Company is proposing to replace the existing Articles (the “Existing Articles”)
          of the Company with a new form of Articles (the “New Articles”) that take
          advantage of the greater flexibility provided under the BCBCA. The New
          Articles
          will be consistent with the terms and provisions of the BCBCA. A copy of
          the New
          Articles is filed as an exhibit to this annual report, however, the following
          is
          a list of certain key provisions contained in the New Articles that represent
          a
          change from the Existing Articles;
 
 ·
              **Shareholder
                  Resolutions at Meetings:**The requisite majority to pass a special resolution at a meeting
                  of
                  shareholders is decreased from a three-quarters majority to a two-thirds
                  majority; 
 ·
              **Location
                  of Shareholder Meetings:**General meetings of shareholders may now, if the location is approved
                  by
                  directors’ resolution, be held outside British
                  Columbia. 
 ·
              **Time
                  of Shareholder Meeting:**General Meetings of shareholders of the Company are required to
                  be held
                  each calendar year and not more than 15 months (rather than 13
                  months as
                  was previously the case) after the holding of the last preceding
                  annual
                  general meeting. 
 ·
              **Redemption
                  and Repurchase:**Any offer by the Company to purchase or redeem its own shares need
                  not be
                  made pro-rata to all the shareholders. 
 ·
              **Resolutions
                  Required to Effect Capital Alterations:**Changes to the Company’s capital structure may be effected by ordinary
                  resolution, including the following
                  changes: 
 o
              creation
                  or cancellation of one or more classes or series of
                  shares; o
              creation
                  or removal of special rights and restrictions attaching to any
                  class or
                  series of shares; o
              changing
                  the authorized capital o
              consolidating
                  or subdividing all or any of the Company’s issued or unissued shares
                  and o
              other
                  alterations to the share capital and authorized capital, where
                  permitted
                  under the BCBCA. 
 ·
              **Change
                  of Name:**The Company’s name may be changed by ordinary resolution or resolution of
                  the directors. 
 ·
              **Director
                  Indemnification:**The New Articles reflect the provisions of the BCBCA with respect
                  to the
                  indemnification of directors and officers and other eligible persons.
                  These include the removal of court approval of any agreement to
                  indemnify
                  a director or officer in most cases, as well as mandatory indemnification
                  on certain eligible cases.  ·
              **Auditor’s
                  Remuneration:**The remuneration of the auditor of the Company may be set by the
                  directors, without the need of seeking a resolution of the shareholders
                  authorizing the directors to set such
                  remuneration.  ·
              **Removal
                  of Director:**A
                  director of the Company may be removed as a director of the Company
                  before
                  the expiration of the director’s term of office pursuant to an ordinary
                  resolution of the shareholders whereas under the Existing Articles
                  and the
                  Old Act, such removal of a director required a special resolution
                  of the
                  shareholders. 
 In
          addition, the BCBCA contemplates that companies may now adopt a provision
          in its
          Articles requiring an exceptional majority (in excess of that required
          to pass a
          special resolution) in respect of certain matters to be voted upon by
          shareholders. Management does not intend to include in the New Articles
          any
          requirement for an exceptional majority.
 
 The
          Company will seek the approval of not less than 75% of the votes cast by
          the
          shareholders present at the Meeting to be held on April 14, 2005, in person
          or
          by proxy, for the cancellation of the existing Articles of the Company
          and the
          adoption of a new form of Articles as the Articles of the Company in
          substitution for, and to the exclusion of, the existing Articles of the
          Company.
 
 The
          foregoing amendments to the Notice of Articles and Articles, if approved
          by the
          shareholders, shall each take effect immediately on the date and time the
          Notice
          of Alteration to a Notice of Articles is filed with the Registrar of Companies
          and, in the case of the Articles, upon their execution and delivery to
          the
          records office of the Company. The Articles are no longer required to be
          filed
          with the Registrar of Companies.
 
 
 **C.**  **Material
          Contracts**
 
 The
          following is a chronological summary of all material mineral property
          acquisitions and dispositions by the Company for the two years immediately
          preceding publication of this document.
 
 **2003**
                The
                    Company entered into an agreement with Anthony Eng (Eng) on March
                    11, 2003
                    whereby the Company acquired an option to earn up to a 100% interest
                    in
                    the Clover property in Elko County, Nevada, subject to a 3% NSR
                    (uncapped), which can be purchased for US$1,000,000 per percentage
                    point,
                    by paying an aggregate of US$305,000 (US$50,000 paid) in cash
                    over 7.5
                    years. In addition, the Company agreed to retain the vendor as
                    an
                    independent consultant to perform services on the property at
                    a daily rate
                    of US$400 for at least 10 days per year during the first two
                    years. The
                    Clover property is subject to a Finders Agreement between the
                    Company and
                    Clancy Wendt (“Wendt”) dated February 10, 2003, amended April 22, 2003,
                    whereby the Company agreed to pay Wendt a finder’s fee of $5,000 (paid)
                    upon execution of the acquisition agreement, and US$10,000 (paid)
                    and
                    US$20,000, respectively, for the first two years after the agreement
                    and
                    US$30,000 on each subsequent anniversary until the commencement
                    of
                    commercial production. The Finder’s fee is capped at a maximum of
                    US$500,000.
 
 In
          an
          agreement dated March 26, 2003, the Company obtained an option to acquire
          a 100%
          interest on 40 acres of fee land adjacent to the main Beowawe claim group,
          subject to a 3% royalty on gold revenue, which can be purchased for US$250,000
          or 700 ounces of gold, whichever is greater, per percentage point. To exercise
          this option, the Company has to pay to the optionor an aggregate of US$42,500
          (US$5,000 paid) in cash prior to December 1, 2006. Thereafter, the Company
          will
          pay a minimum royalty of US$5,000 on every December 1 anniversary.
 
 In
          an
          agreement dated April 29, 2003, the Company obtained an option to acquire
          a 100%
          interest in the Sno property in Elko County, Nevada, subject to a 3% royalty
          on
          gold revenue. To exercise the option, the Company has to pay an aggregate
          of
          US$295,000 (US$15,000 paid) in cash prior to April 10, 2008, allot and
          issuing
          50,000 common shares (issued) to the Optionor upon the acceptance of notice
          of
          the agreement by the Toronto Stock Exchange, and carry out a 2,000m of
          exploratory drilling prior to April 10, 2006. Following the exercise of
          the
          Option, the Company shall make additional US$100,000 cash payments to the
          Optioner on or before April 10, 2009 and on each subsequent year until
          the
          Commencement of Commercial Production.
 
 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:
 1)
          Back-in to a 70% interest by spending an additional US$30 million on the
          project
          over a 3-year period, OR
 2)
          Form a
          70:30 joint venture, with the Company holding a 70% interest as Operator
          and
          each party contributing its share of further expenditures, OR
 3)
          Offer
          to sell its remaining 30% interest to the Company for US$15 million, thus
          bringing the Company’s interest in the project to 100%.
 
 Through
          an agreement dated September 7, 2004, the Company optioned the Triple
          Junction/Dixie Fork properties to Sahelian Goldfields Inc. Sahelian may
          earn a
          55% interest in the properties by drilling a minimum of 15,000 feet and
          may
          increase its interest to 70% by completing a feasibility study on the property.
          The Company retains the right to participate with either a 45 or 30 percent
          interest, depending on Sahelian’s election.
 
 The
          Company purchased the remaining 33.7% interest in the Marg Property from
          its
          joint venture partner Cameco in September 2004, by making a cash payment
          of
          $80,000.
 
 The
          Company entered into an option agreement on the Marg Property with Yukon
          Gold
          Corporation (“Yukon Gold”) on November 25, 2004, and subsequently sold 100% of
          the property to Yukon Gold on March 1, 2005, for an aggregate of $1,600,000
          in
          cash and 400,000 common shares of Yukon Gold. The Company has received
          an
          initial payment of $150,000 and 133,333 common shares. Subsequent payments
          are
          scheduled as follows: $50,000 cash and 133,333 common shares on or before
          December 12, 2005; $100,000 cash and an additional 133,334 common shares
          on or
          before December 12, 2006; $100,000 on or before December 12, 2007; and
          $200,000
          on or before December 12, 2008, payable as a combination of cash or shares.
          Upon
          the commencement of commercial production, Yukon Gold shall pay the Company
          an
          additional $1,000,000 in a combination of cash and shares.
 
 The
          Company entered into an option agreement with Valencia Ventures (“Valencia”) in
          October 2004, whereby Valencia may earn up to a 70% interest in the Cachinal
          de
          la Sierra Property in Chile by making cash payments totaling $95,000 and
          spending $1,500,000 within three years.
 
 **2005**  By
          an
          agreement dated February 4 th ,
          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 th ,
          2005,
          the Company obtained an option to acquire 100% interest in six (6) unpatented
          lode mining claims located in the Jarbidge Mining District, Elko County,
          Nevada,
          from the Big Ledge Group. The agreement calls for gradually escalating
          annual
          payments ranging from an initial payment due on execution of US$1,500 (paid)
          toUS$6,000 on the forth anniversary date and thereafter. The Company may
          purchase 100% interest in the property for $500,000 and all annual payments
          are
          considered advanced royalty payments and recoupable from any actual production
          royalty payments due owner. The property is subject to a variable royalty
          of
          1.5% NSR on gold sales below $350 per ounce gold up to a maximum of 3.0%NSR
          when
          gold is sold at greater than $400 per ounce.
 
 **D.**  **Exchange
          Controls**
 
 There
          is
          no law or governmental decree or regulation in Canada that restricts the
          export
          or import of capital, or affects the remittance of dividends, interest
          or other
          payments to a non-resident holder of Common Shares, other than withholding
          tax
          requirements.
 
 There
          is
          no limitation imposed by Canadian law or by the constituent documents of
          the
          Company on the right of a non-resident to hold or vote Common Shares, other
          than
          are provided in the Investment Canada Act (Canada). The following summarizes
          the
          material features of the Investment Canada Act (Canada).
 
 The
          Investment Canada Act (Canada) requires certain “non-Canadian” individuals,
          governments, corporations or other entities who wish to acquire a “Canadian
          business” (as defined in the Investment Canada Act), or establish a “new
          Canadian business” (as defined in the Investment Canada Act) to file either a
          notification or an application for review with a governmental agency known
          as
“Investment Canada”. The Investment Canada Act requires that certain
          acquisitions of control of a Canadian business by a “non-Canadian” must be
          reviewed and approved by the Minister responsible for the Investment Canada
          Act
          to ensure that the Minister is satisfied that the acquisition is “likely to be
          of net benefit to Canada”, such a determination based upon certain criteria set
          forth in the Investment Canada Act. Only acquisitions of control are reviewable
          under the Investment Canada Act; however, the Investment Canada Act provides
          detailed rules for the determination of whether control has been acquired
          and,
          pursuant to those rules, the acquisition of one-third or more of the voting
          shares of a corporation may, in some circumstances, be considered to constitute
          an acquisition of control. Certain reviewable acquisitions of control may
          not be
          implemented before being approved by the Minister; if the Minister does
          not
          ultimately approve a reviewable acquisition which has been completed, the
          acquired Canadian business be divested. Failure to comply with the review
          provisions of the Investment Canada Act could result in, among other things,
          an
          injunction or a court order directing disposition of assets or
          shares.
 
 **E.**  **Taxation**
 
 ***General***
 
 The
          following comments summarise the principal Canadian Federal Income Tax
          consequences for a shareholder of the Company who is a non-resident of
          Canada
          and who is a resident of the United States. These comments are intended
          to
          provide for general information only and are not a substitute for advice
          from a
          shareholder’s own tax advisor. They do not anticipate statutory or regulatory
          amendments. There is a reciprocal tax treaty between the United States
          and
          Canada.
 
 The
          provisions of the Income Tax Act (Canada) (the “Tax Act”) are subject to income
          tax treaties to which Canada is a party, including the Canada - United
          States
          Income Tax Convention, 1980 (the “Convention”).
 
 Under
          Article X of the Convention, dividends paid by Canadian corporations to
          non-resident U.S shareholders are subject to a withholding tax of 15%.
          The rate
          of withholding tax on dividends is reduced to 5% if the beneficial owner
          is a
          U.S company, which owns at least 10% of the voting stock of the Company
          paying
          the dividend.
 
 Under
          Article XI of the Convention, interest payments are subject to a withholding
          tax
          of 15%.
 
 Certain
          types of interest are exempt under the treaty. Examples of these exemptions
          are:
          (i) interest paid or received by a Federal, State, Provincial or local
          authority, including indebtedness guaranteed by these authorities; (ii)
          interest
          paid by a purchaser in connection with the purchase on credit of any equipment,
          merchandise or service. Normal withholding rates apply to excess interest
          payments if the parties do not deal at-arms-length. Excess interest payments
          equal to the interest paid which is in excess of that would have been applicable
          between independent third parties.
 
 A
          U.S.
          Holder is not subject to tax under the Tax Act in respect of a capital
          gain
          realized on the disposition of a Common Share in the open market unless
          the
          share is “taxable Canadian property” to the holder thereof and the U.S. Holder
          is not entitled to relief under the Treaty.
 
 A
          Common
          Share will be taxable Canadian property to a U.S. Holder if, at any time
          during
          the 60 month period ending at the time of disposition, the U.S. Holder
          or
          persons with whom the U.S. Holder did not deal at arm's length (or the
          U.S.
          Holder together with such persons) owned, or had options, warrants or other
          rights to acquire, 25% or more of the Registrant's issued shares of any
          class or
          series. In the case of a U.S. Holder to whom Common Shares represent taxable
          Canadian property, no tax under the Tax Act will be payable on a capital
          gain
          realized on a disposition of such shares in the open market by reason of
          the
          Treaty unless the value of such shares is derived principally from real
          property
          situated in Canada. Management of the Registrant believes that the value
          of the
          Registrant's Common Shares is not derived principally from real property
          situated in Canada.
 
 The
          Convention gives protection to United States residents from Canadian tax
          on
          certain gains derived from the alienation of property. There is no protection
          for a gain on a disposition of shares the value of which is derived principally
          from real property in Canada. The Company’s operations are such that no
          assurance can be given that this protection will be available.
 
 A
          U.S.
          Holder will recognize gain or loss upon the sale of shares of common stock
          equal
          to the difference, if any, between (a) the amount of cash plus the fair
          market
          value of any property received and (b) the shareholder’s tax basis in the common
          stock.
 
 This
          gain
          or loss will be capital gain or loss if the shares are a capital asset
          in the
          hands of the U.S. Holder, and such gain or loss will be long-term capital
          gain
          or loss if the U.S. Holder has held the common stock for more than one
          year.
          Gains and losses are netted and combined according to special rules in
          arriving
          at the overall capital gain or loss for a particular tax year. Deductions
          for
          net capital losses are subject to significant limitations. For U.S. Holders
          who
          are individuals, any unused portion of such net capital loss may, be carried
          over to be used in later tax years until net capital loss is thereby exhausted.
          For U.S. Holders, which are corporations (other than corporations subject
          to
          Subchapter S of the Code), an unused net capital loss may be carried back
          three
          years from the loss year and carried forward five years from the loss year
          to be
          offset against capital gains until such net capital loss is thereby
          exhausted.
 
 Other
          Considerations
 
 The
          Company has not determined whether it meets the definition of a “passive foreign
          investment company” (a “PFIC”). It is unlikely that the Company meets the
          definition of a “foreign personal holding company” a (“FPHC”) or a “controlled
          foreign corporation” (a “CFC”) under current U.S. law.
 
 If
          more
          than 50% of the voting power or value of the Company were owned (actually
          or
          constructively) by U.S. Holders who each owned (actually or constructively)
          10%
          or more of the voting power of the Company’s common shares (“10% Shareholders”),
          then the Company would become a CFC and each 10% Shareholder would be required
          to include in its taxable income as a constructive dividend an amount equal
          to
          its share of certain undistributed income of the Company. If (1) more than
          50%
          of the voting power or value of the Company’s common shares were owned (actually
          or constructively) by five or fewer individuals who are citizens or residents
          of
          the United States and (2) 60% or more of the Company’s income consisted of a
          certain interest, dividend or other enumerated types of income, then the
          Company
          would be a FPHC. If the Company were a FPHC, then each U.S. Holder (regardless
          of the amount of the Company’s Common Shares owned by such U.S. Holder) would be
          required to include in its taxable income as a constructive dividend its
          share
          of the Company’s undistributed income of specific types.
 
 If
          75% or
          more of the Company’s annual gross income has ever consisted of, or ever
          consists of, “passive” income or if 50% or more of the average value of the
          Company’s assets in any year has ever consisted of, or ever consists of, assets
          that produce, or are held for the production of, such “passive” income, then the
          Company would be or would become a PFIC. The Company has not provided assurances
          that it has not been and does not expected to become a PFIC. Please note
          that
          the application of the PFIC provisions of the Code to mining companies
          is
          somewhat unclear.
 
 If
          the
          Company were to be PFIC, then a U.S. Holder would be required to pay an
          interest
          charge together with tax calculated at maximum tax rates on certain “excess
          distributions” (defined to include gain on the sale of stock) unless such U.S.
          Holder made an election either to (1) include in his or her taxable income
          certain undistributed amounts of the Company’s income or (2) mark to market his
          or her Company common shares at the end of each taxable year as set forth
          in
          Section 1296 of the Code.
  **F.**  **Dividends
          and Paying Agents**
 
 This
          Form
          20F is being filed as an Annual Report under the Exchange Act and, as such,
          there is no requirement to provide any information under this
          section.
 
 **G.**  **Statement
          by Experts**
 
 This
          Form
          20F is being filed as an Annual Report under the Exchange Act and, as such,
          there is no requirement to provide any information under this
          section.
 
 **H.**  **Documents
          on Display**
 
 Documents
          referred to in this Annual Report may be inspected at the head office of
          the
          Company at Suite 510 - 510 Burrard Street, Vancouver, B.C. Canada V6C 3A8
          or the
          Company's registered office at Suite 1040 - 999 West Hastings Street, Vancouver,
          B.C. Canada V6C 2W2 during normal business hours.
 
 
 **ITEM
          11.**  **QUANTITATIVE
          AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK**
 
 The
          Company anticipates its primary market risk, if any, to be related to
          fluctuations in exchange rates. Exchange rate risk may arise if the Company
          is
          required to use different currencies for various aspects of its operations.
          The
          Company uses the Canadian dollar as its reporting currency and is therefore
          exposed to foreign exchange movements in Chile and the United States where
          the
          Company is conducting exploration activities.
 
 The
          Company has not entered into any material foreign exchange contracts to
          minimize
          or mitigate the effects of foreign exchange fluctuations on the Company’s
          operations. The Company exchanges Canadian dollars to fund its foreign
          operations. Based on prior years, the Company does not believe that it
          is
          subject to material foreign exchange fluctuations. However, no assurance
          can be
          given that this will not occur in the future.
 
 
 **ITEM
          12.**  **DESCRIPTION
          OF SECURITIES OTHER THAN EQUITY SECURITIES**
 
 This
          Form
          20F is being filed as an Annual Report under the Exchange Act and, as such,
          there is no requirement to provide any information under this
          section.
  
  **PART
          II**
 
 
 **ITEM
          13.**  **DEFAULTS,
          DIVIDEND ARREARAGES AND DELINQUENCIES**
 
 Not
          applicable.
 
 **ITEM
          14.**  **MATERIAL
          MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
          PROCEEDS**
 
 The
          Company has a Shareholder Rights Plan (the “Rights Plan”), which was confirmed
          by the shareholders at the Annual and Extraordinary General Meeting held
          on June
          8, 2001.
 
 The
          following is a summary of the terms of the Shareholder Rights Plan.
 
 ***General***
 
 The
          rights have been issued pursuant to a shareholder rights plan agreement
          dated
          February 12, 2001 between the Company and Pacific Corporate Trust Company
          as the
          rights agent. Each right will entitle the holder to purchase from the Company
          one Common Share at the exercise price of $30 per share, subject to adjustments,
          at any time after the separation time (defined below). However, if a flip-in
          event (defined below) occurs, each right will entitle the holder to receive,
          upon payment of the exercise price, Common Shares having a market value
          equal to
          two times the exercise price. The rights are non-exercisable until the
          separation time.
 
 ***Trading
          of Rights***
 
 Until
          the
          separation time, the rights will be evidenced by the outstanding certificates
          for Common Shares and the rights will be transferred with, and only with,
          the
          Common Shares. As soon as practicable following the separation time, separate
          certificates evidencing the rights will be mailed to holders of record
          of Common
          Shares as of the close of business at the separation time and the separate
          rights certificates will thereafter evidence the rights.
 
 ***Separation
          Time and Acquiring Person***
 
 The
          rights will separate and trade apart from the Common Shares and become
          exercisable at the separation time. "Separation time" generally means the
          close
          of business on the tenth trading day following the commencement or announcement
          of the intent of any person to commence a take-over bid, other than a permitted
          bid or a competing bid, but under certain circumstances can mean the eighth
          trading day after a person becomes an "acquiring person" by acquiring 20%
          or
          more of the voting shares of any class.
 
 ***Flip-in
          Event***
 
 A
          "flip-in event" will, in general terms, occur when a person becomes an
          acquiring
          person. Upon the occurrence of a flip-in event, each right will entitle
          the
          holder to acquire, on payment of the exercise price, that number of Common
          Shares having a market value equal to two times the exercise price. However,
          any
          rights beneficially owned by an acquiring person or by any direct or indirect
          transferees of such person, will be void. The term "beneficial ownership"
          is
          defined to include, under certain circumstances, shares owned indirectly
          through
          affiliates, associates, trusts and partnerships, other situations of ownership
          deemed by operation of law, shares subject to acquisition or voting agreements
          and shares owned by persons acting jointly or in concert. There are several
          exceptions, including exceptions directed towards investment managers,
          trust
          companies, and independent managers of pension plans who are not participating
          in a take-over bid.
 
 
 ***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**
 
 (a)
              Within
                  the 90-day period prior to the filing of this report (“Date of
                  Evaluation”), an evaluation was carried out under the supervision and with
                  the participation of the Company’s management, including the Chief
                  Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the
                  effectiveness of our disclosure controls and procedures. Based
                  on the
                  evaluation, the CEO and CFO have concluded that the Company’s disclosure
                  controls and procedures are effective to ensure that information
                  required
                  to be disclosed by the Company in reports that it files or submits
                  under
                  the Securities Exchange Act of 1934, as amended, is recorded, processed,
                  summarized and reported within the time periods specified in U.S.
                  Securities and Exchange Commission rules and
                  forms. 
 (b)
              There
                  have been no significant changes in the Company’s internal controls or in
                  other factors that could significantly affect these controls subsequent
                  to
                  the date of the evaluation, including any corrective actions were
                  regard
                  to significant deficiencies and material
                  weaknesses. 
 
 **ITEM
          16.**  **AUDIT
          COMMITTEE FINANCIAL EXPERT** **AND CODE OF ETHICS**
 
 **A.**  **Audit
          Committee Financial Expert**
 
 The
          Company’s audit committee consists of four unrelated independent directors. Each
          is experienced in analyzing and evaluating financial statements, has an
          understanding of internal controls and procedures for financial reporting,
          and
          has an understanding of audit committee functions. Each member has acquired
          such
          attributes through their experiences in a number of public companies where
          they
          have overseen and actively supervised principal financial officers, principal
          accounting officers, controllers, public accountants, auditors and persons
          performing similar function. They have assessed the performance of companies
          with respect to the preparation, auditing and evaluation of financial
          statements.
 
 **B.**  **Code
          of Ethics**
 
 The
          Company has adopted the following code of ethics that applies to all the
          Company’s Officers, including the Chief Executive Officer and the Chief
          Financial Officer:
 
 It
          is the
          policy of the Company that all officers, including the Chief Executive
          Officer
          and the Chief Financial Officer, adhere to and advocate the following principles
          governing their professional and ethical conduct in the fulfillment of
          their
          responsibilities:
 
 1.
                Act
                    with honesty and integrity, avoiding actual or apparent conflicts
                    between
                    his or her personal, private interest and the interest of the
                    Company,
                    including receiving improper personal benefits as a result of
                    his or her
                    position.
 
 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.
 
  
  **PART
          III**
 
 
 **ITEM
          17.**  **FINANCIAL
          STATEMENTS**
 
 See
          the
          Financial Statements and Exhibits listed in Item 19 hereof and filed as
          part of
          this Annual Report.
 
 These
          financial statements were prepared in accordance with Canadian GAAP and
          are
          presented in Canadian dollars. There are material differences between United
          States and Canadian GAAP. A reconciliation of the financial statements
          to United
          States GAAP is set forth in Note 13 to the financial statements.
 
 
 **ITEM
          18.**  **FINANCIAL
          STATEMENTS**
 
 Not
          applicable.
 
 
 **ITEM
          19.**  **EXHIBITS**
 
 Exhibit
          1  Financial
          Statements filed as part of the annual report:
 (i)  Auditors'
          Report.
 (ii)  Consolidated
          Balance Sheets as at December 31, 2004 and 2003.
 (iii)  Consolidated
          Statements of Operations and Deficit for the years ended December 31, 2004,
          2003
          and 2002.
 (iv)  Consolidated
          Statements of Cash Flows for the years ended December 31, 2004, 2003 and
          2002.
 (v)  Notes
          to
          the Consolidated Financial Statements.
 
 Exhibit
          2  Stock
          Option Plan
 
 Exhibit
          3  New
          Articles
 
  
  **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
          1,
          2005