ALLIANCE MINING CORP. FORM 2A by cgz40019

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									                           ALLIANCE MINING CORP.

                                   FORM 2A

                            LISTING STATEMENT

                               September 21, 2007




                             FORM 2A – LISTING STATEMENT

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                               NOTICE TO READER

This Listing Statement contains the non-offering Prospectus of Alliance Mining Corp. dated
September 13, 2007.

Certain sections of the CNQ form of Listing Statement have been included following the
Prospectus to provide additional disclosure required by the CNQ.




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                                      TABLE OF CONTENTS

                                                                                Schedule

Prospectus of Alliance Mining Corp. dated September 13, 2007                       A

Additional CNQ Listing Statement Disclosure                                        B



                                    TABLE OF CONCORDANCE

1.      Table of Contents                                                    Prospectus Page

        1.      Table of Contents                                                   i
        2.      Corporate Structure                                                1
        3.      General Development of the Business                                1
        4.      Narrative Description of the Business                              4
        5.      Selected Consolidated Financial Information                        27
        6.      Management’s Discussion and Analysis                               28
        7.      Market for Securities                                             cover
        8.      Consolidated Capitalization                                        31
        9.      Options to Purchase Securities                                     31
        10.     Prior Sales                                                        32
        11.     Escrowed Securities                                                32
        12.     Principal Shareholders                                             33
        13.     Directors and Officers                                             33
                                                                                   (1)
        14.     Capitalization
        15.     Executive Compensation                                             36
        16.     Indebtedness of Directors and Executive Officers                   37
        17.     Risk Factors                                                       38
        18.     Promoters                                                          42
        19.     Legal Proceedings                                                  42
        20.     Interest of Management and Others in Material Transactions         42
        21.     Auditors, Transfer Agents and Registrars                           42
        22.     Material Contracts                                                 42
        23.     Other Material Facts                                               43
        24.     Financial Statements                                               43

        (1)     See Schedule B



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                                  SCHEDULE A




                           NON-OFFERING PROSPECTUS OF

                              ALLIANCE MINING CORP.

                            DATED SEPTEMBER 13, 2007




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No securities regulatory authority has expressed an opinion about these securities and it is an offence to
claim otherwise.



Non-Offering Prospectus                                                                September 13, 2007



                                           PROSPECTUS

                              ALLIANCE MINING CORP.
                                          4154 Squilax Road
                                    Scotch Creek, British Columbia
                                               V0E 1M0
                                           (the “Company”)

No securities are being offered pursuant to this Prospectus. This Prospectus is being filed with the British
Columbia Securities Commission, to enable the Company to become a reporting issuer in British
Columbia. The Company has applied, and has received conditional approval, to list its securities on the
Canadian Trading and Quotation System (the “CNQ”). Listing is subject to the Company’s fulfillment of
all CNQ listing requirements, which include the Company becoming a reporting issuer in a Canadian
jurisdiction.

Although the Company has applied for a CNQ listing, there is currently no market through which
holders of Common Shares may be sold and holders of Common Shares may not be able to resell
the Common Shares of the Company.

As no securities are being offered pursuant to this Prospectus, no proceeds will be raised and all expenses
incurred in connection with the preparation and filing of this Prospectus will be paid by the Company
from general working capital.

The Company is a natural resource issuer. An investment in a natural resource issuer involves significant
risk. The risk is greater for an investment in a Company with exploration-stage properties as compared
with development-stage properties. All of the Company’s properties are in the exploration stage or
pre-exploration stage and are without a known body of commercial ore. See “Risk Factors” for further
details.

No underwriter was involved in the preparation of this Prospectus or performed any review of the
contents of this Prospectus.




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                                                   TABLE OF CONTENTS

                                                                                                                                        Page
GLOSSARY OF NON-TECHNICAL TERMS ........................................................................... iv
GLOSSARY OF TECHNICAL TERMS ..................................................................................... vi
         Metric Equivalents ........................................................................................................... vii
         Currency Information and Exchange Rates .................................................................... viii
         Cautionary Statement Regarding Forward-Looking Information................................... viii
PROSPECTUS SUMMARY ......................................................................................................... x
CORPORATE STRUCTURE ....................................................................................................... 1
         Name and Incorporation .................................................................................................... 1
         Intercorporate Relationships .............................................................................................. 1
GENERAL DEVELOPMENT OF THE BUSINESS.................................................................... 1
         General............................................................................................................................... 1
         Three-Year History ............................................................................................................ 2
NARRATIVE DESCRIPTION OF THE BUSINESS................................................................... 4
         General............................................................................................................................... 4
               Business Objectives and Milestones...................................................................... 4
               Principal Products .................................................................................................. 4
               Cyclical or Seasonal Nature of Business ............................................................... 5
               Environmental Protection ...................................................................................... 5
               Employees.............................................................................................................. 5
         Mineral Projects – Principal Properties ............................................................................. 5
               Introduction and Terms of Reference .................................................................... 5
               Reliance on Experts ............................................................................................... 6
               Property Description and Location ...................................................................... 10
               Accessibility, Climate, Local Resources, Infrastructure and Physiography........ 11
               History.................................................................................................................. 12
               Geological Setting................................................................................................ 13
               Mineralization ...................................................................................................... 15
               Exploration........................................................................................................... 15
               Sampling Program ............................................................................................... 16
               Drilling................................................................................................................. 21
               Sampling, Analysis and Security of Samples ...................................................... 21
               Mineral Resource and Mineral Reserve Estimates .............................................. 23
               Mineral Processing and Metallurgical Testing .................................................... 24
               Interpretation and Conclusions ............................................................................ 24
               Recommendations................................................................................................ 25
               Cost Estimate ....................................................................................................... 26
USE OF AVAILABLE FUNDS.................................................................................................. 26
         Funds Available ............................................................................................................... 26
         Principal Purposes............................................................................................................ 27



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                                                                    - ii -
                                                   TABLE OF CONTENTS
                                                        (continued)
                                                                                                                                       Page
          Sources of Funding .......................................................................................................... 27
SELECTED CONSOLIDATED FINANCIAL INFORMATION AND
     MANAGEMENT’S DISCUSSION AND ANALYSIS .................................................. 27
          Selected Consolidated Financial Information.................................................................. 27
          Dividends ......................................................................................................................... 28
          Management’s Discussion and Analysis ......................................................................... 28
                 General................................................................................................................. 28
                 Overall Performance ............................................................................................ 28
                 Results of Operations........................................................................................... 29
                 Liquidity and Capital Resources.......................................................................... 29
                 Related Party Transactions .................................................................................. 30
DESCRIPTION OF THE SECURITIES ..................................................................................... 30
CONSOLIDATED CAPITALIZATION..................................................................................... 31
          Consolidated Capitalization ............................................................................................. 31
STOCK SPLIT............................................................................................................................. 31
OPTIONS TO PURCHASE SECURITIES................................................................................. 31
          Options to Purchase Securities......................................................................................... 31
          Warrants........................................................................................................................... 31
PRIOR SALES............................................................................................................................. 32
ESCROWED SECURITIES........................................................................................................ 32
          Escrowed Securities ......................................................................................................... 32
          Securities Subject to Resale Restrictions......................................................................... 32
PRINCIPAL SHAREHOLDERS ................................................................................................ 33
DIRECTORS AND OFFICERS .................................................................................................. 33
          Name, Address, Occupation and Security Holding ......................................................... 33
          Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions ............................ 35
          Corporate Penalties or Sanctions ..................................................................................... 35
          Personal Bankruptcies...................................................................................................... 35
          Conflicts of Interest.......................................................................................................... 35
          Executive Compensation ................................................................................................. 36
                 Summary Compensation Table............................................................................ 36
                 Long-Term Incentive Plan Awards in the Most Recently Completed
                          Financial Year.......................................................................................... 37
                 Option/SAR Grants During the Most Recently Completed Financial Year ........ 37
                 Aggregated Option/SAR Exercises During The Most Recently Completed
                          Financial Year And Financial Year-End Option/SAR Values ................ 37



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                                                                    - iii -
                                                    TABLE OF CONTENTS
                                                         (continued)
                                                                                                                                        Page
               Termination of Employment, Change in Responsibilities and Employment
                       Contracts .................................................................................................. 37
          Compensation of Directors .............................................................................................. 37
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS...................................... 37
          Indebtedness of Directors and Executive Officers........................................................... 37
LISTING OF COMMON SHARES ............................................................................................ 38
RISK FACTORS ......................................................................................................................... 38
          Limited Operating History............................................................................................... 38
          No Known Body of Commercial Ore .............................................................................. 38
          Nature of Mineral Exploration and Mining ..................................................................... 38
          Mineral Deposits and Productions Costs; Metal Prices................................................... 38
          Exploration and Development Risks ............................................................................... 39
          Additional Financing ....................................................................................................... 39
          Calculation of Reserves and Metal Recovery.................................................................. 39
          Permits and Licenses........................................................................................................ 40
          No Assurance of Title to Property ................................................................................... 40
          Environmental and other Regulatory Requirements........................................................ 40
          Political Regulatory Risks................................................................................................ 40
          Currency Risk .................................................................................................................. 41
          Dependence on Key Individuals ...................................................................................... 41
          Insurance .......................................................................................................................... 41
          Influence of Third Party Stakeholders ............................................................................. 41
          Control of the Company................................................................................................... 41
          Conflicts of Interest.......................................................................................................... 41
          Marketability & Transferability of Shares....................................................................... 42
PROMOTERS ............................................................................................................................. 42
LEGAL PROCEEDINGS............................................................................................................ 42
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .......... 42
AUDITOR, TRANSFER AGENT AND REGISTRAR.............................................................. 42
MATERIAL CONTRACTS ........................................................................................................ 42
INTERESTS OF EXPERTS ........................................................................................................ 43
OTHER MATERIAL FACTS ..................................................................................................... 43
FINANCIAL STATEMENTS ..................................................................................................... 43
AUDITOR’S CONSENT............................................................................................................. 44
APPENDIX “A” FINANCIAL STATEMENTS....................................................................... A-1
CERTIFICATE OF COMPANY............................................................................................... B-1


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                                                 - iv -


                           GLOSSARY OF NON-TECHNICAL TERMS

“Allen Option Agreement #1” means the option agreement dated September 24, 2003, as amended,
between the Company and Raymond Allen and Violet Allen, pursuant to which the Company was granted
the option to acquire an undivided 100% interest in seven mineral claims of the nine mineral claims
which comprise the Southern Placerita Area.

“Allen Option Agreement #2” means the option agreement dated September 24, 2003, as amended,
between the Company and Raymond Allen and Lorne Allen, pursuant to which the Company was granted
the option to acquire an undivided 100% interest in one mineral claim of the nine mineral claims which
comprise the Southern Placerita Area.

“Allen Option Agreements” means, collectively, the Allen Option Agreement #1 and the Allen Option
Agreement #2.

“Allens” means, collectively, Raymond Allen, Violet Allen and Lorne Allen.

“BLM” means the Bureau of Land Management.

“Class “B” Common Shares” means Class “B” non-voting common shares without par value of the
Company.

“Common Shares” means the Class “A” voting common shares without par value of the Company.

“Company” means Alliance Mining Corp., a company incorporated under the Canada Business
Corporations Act.

“MI 45-102” means Multilateral Instrument 45-102 (Resale of Securities).

“NI 43-101” means National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

“Northern Placerita Area” or “Northern Placerita Property” means the seven claims comprising the
Placerita Gold Properties located in the northeast of the town of Wilhoit located in the Wilhoit
Quadrangle, Arizona, USA in the Placerita Area.

“Parkinson” means Craig L. Parkinson, author of the Technical Report.

“PGS” means Parkinson Geologic Services Inc.

“Placerita Area” means the area located between Prescott and Wickenberg in Central Arizona, USA.

“Placerita Gold Properties” means collectively the nine claims comprising the Southern Placerita Area
and the seven claims comprising the Northern Placerita Area.

“Principal Properties” means the Placerita Gold Properties.

“Prospectus” means the final prospectus of the Company and any appendices, schedules or attachments
thereto.

“Southern Placerita Area” or “Southern Placerita Property” means the nine claims comprising the
Placerita Gold Properties near the Placerita mine located in the southeastern part of the Peeples Valley
Quadrangle, Arizona, USA in the Placerita Area.


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                                                 -v-


“Staccato” means Staccato Inc.

“Staccato Option Agreement” means the agreement dated February 9, 2004 between the Company and
Staccato pursuant to which the Company granted an option to Staccato to acquire an undivided 50%
interest in two of the mineral claims comprising the Southern Placerita Area. The Staccato Option
Agreement was terminated by the Company on September 22, 2004.

“Strebchuk” means Stanley A. Strebchuk.

“Strebchuk Option Agreement” means the agreement dated April 14, 2005 between the Company and
Strebchuk pursuant to which the Company was granted the option to acquire an undivided 100% working
interest in a group of mineral claims located in the Slocan Mining Division, British Columbia. Prior to
August 31, 2005, the Company terminated the Strebchuk Option Agreement.

“Technical Report” means the amended technical report dated August 10, 2007 prepared on behalf of the
Company by Craig L. Parkinson, P.Geo, M.Sc. entitled “Technical Report on the Placerita Gold
Properties, Yavapai County, Arizona, USA”.

“USA” means United States of America.

“Warrants” means the non-transferable share purchase warrants of the Company with each Warrant
entitling the holder to purchase one Common Share.




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                                                   - vi -


                                 GLOSSARY OF TECHNICAL TERMS

adit               Horizontal tunnel from the surface into a deposit or mine.

Ag                 Chemical symbol for Silver.

Au                 Chemical symbol for Gold.

cm                 Centimetre.

Cu                 Chemical symbol for Copper.

deposit            A natural concentration of minerals.

fire assay         Laboratory test used to determine the metal content of a sample.

GPS                Global Positioning System: a collection of satellites orbiting the earth which may be
                   used in connection with a hand-held device to provide the co-ordinates of any location.

g/t                Grams per metric tonne.

ICP                Inductively Coupled Plasma: method of laboratory analysis used to determine the trace
                   element content of a sample.

lode deposit       Deposit which remains in the location in which it originally formed at depth within the
                   earth. Contrast with placer deposit.

metallic assay     Weighted average of fire assay results of the fine fraction and coarse fraction of a
                   single sample.

mineral            A concentration or occurrence of natural, solid, inorganic or fossilized organic material
resource           in or on the Earth’s crust in such form and quantity and of such a grade or quality that
                   it has reasonable prospects for economic extraction. The location, quantity, grade,
                   geological characteristics and continuity of a Mineral Resource are known, estimated
                   or interpreted from specific geological evidence and knowledge.

                   Mineral resources are sub-divided, in order of increasing geological confidence, into
                   inferred, indicated and measured categories. An inferred mineral resource has a lower
                   level of confidence than that applied to an indicated mineral resource. An indicated
                   mineral resource has a higher level of confidence than an inferred mineral resource but
                   has a lower level of confidence than a measured mineral resource.




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                                                  - vii -


mineral            The economically mineable part of a measured or indicated mineral resource
reserve            demonstrated by at least a preliminary feasibility study. This study must include
                   adequate information on mining, processing, metallurgical, economic and other
                   relevant factors that demonstrate, at the time of reporting, that economic extraction can
                   be justified. A mineral reserve includes diluting materials and allowances for losses
                   that may occur when the material is mined.

                   Mineral reserves are sub-divided in order of increasing confidence into probable
                   mineral reserves and proven mineral reserves. A probable mineral reserve has a lower
                   level of confidence than a proven mineral reserve.

mineralization     The enrichment of an existing host rock with minerals of any type, including
                   sulphides, precious metals and base metals.

NSR                Net smelter return royalty.

ore                A mineral or aggregate of minerals which can be commercially mined at a profit.

oz/t               Ounces per metric tonne.

oz/ton             Ounces per imperial ton.

placer deposit     Deposit of sediments derived from an eroded lode deposit of any type.

porphyry           Igneous intrusive rock with a texture of relatively large crystals in a fine-grained
                   groundmass.

ppm                Parts per million.

qualified          A qualified person is defined in NI 43-101 as an individual who:
person             a) is an engineer or geoscientist with at least five years of experience in mineral
                   exploration, mine development or operation or mineral project assessment, or any
                   combination of these;
                   b) has experience relevant to the subject matter of the mineral project and the
                   Technical Report; and
                   c) is a member in good standing of a professional association.

shaft              Vertical tunnel from the surface into a deposit or mine.

UTM                Universal Transverse Mercator: a grid co-ordinate reference system.



Metric Equivalents

For ease of reference, the following conversion factors are provided:

Imperial Measure           Metric Unit                 Metric Unit                Imperial Measure
2.47 acres                 1 hectare                   0.4047 hectares            1 acre
3.28 feet                  1 metre                     0.3048 metres              1 foot
0.62 miles                 1 kilometre                 1.609 kilometres           1 mile


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                                                   - viii -


Imperial Measure            Metric Unit                 Metric Unit                 Imperial Measure
0.032 troy ounces           1 gram                      31.1 grams                  1 troy ounce
2.205 pounds                1 kilogram                  0.454 kilograms             1 pound
1.102 short tons            1 tonne                     0.907 tonnes                1 short ton
0.029 troy ounces/ton       1 gram/tonne                34.28 grams/tonne           1 troy ounce/ton

Currency Information and Exchange Rates

Unless otherwise indicated, all references to “$” or “dollars” in this Prospectus refer to Canadian dollars
and all references to “US$” refer to United States dollars. The financial statements included herein are
reported in Canadian dollars. All such financial statements have been prepared in accordance with
Canadian generally accepted accounting principles.

The following table sets forth the exchange rates for one U.S. dollar expressed in Canadian dollars, for
each period indicated, the average of such exchange rates, and the exchange rate at the end of such period,
based upon the noon buying rates provided by the Bank of Canada.

                                                         Year Ended December 31
                                       2006           2005        2004        2003                  2002

Average rate for period               1.1304         1.2116          1.3015          1.4015        1.5704
Rate at end of period                 1.1654         1.1659          1.2036          1.2924        1.5796

The noon rate of exchange on September 6, 2007 as reported by the Bank of Canada for the conversion of
Canadian dollars into United States dollars was $1.00 equals US$0.9494 United States dollars.

Cautionary Statement Regarding Forward-Looking Information

This Prospectus contains “forward-looking information” within the meaning of the Securities Act
(Ontario) and “forward-looking statements” within the meaning of Canadian securities legislation, which
reflects management’s expectations regarding the Company’s and/or its subsidiaries’ future growth,
results of exploration, planned exploration activities, the adequacy of the Company’s financial resources
and other events or conditions that may occur in the future. Often, but not always, forward-looking
information and forward-looking statements can be identified by the use of words such as “plans”,
“expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or
“believes”, or variations (including negative variations) of such words and phrases, or statements that
certain actions, events or results “may”, “could”, “would”, “might”, or “will” be taken, occur or be
achieved. Forward-looking information and forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results, performance or achievements of
the Company and/or its subsidiaries to be materially different from any future results, performance or
achievements of the Company and/or its subsidiaries to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Such factors
include, among others, those factors discussed in the section entitled “Risk Factors” in this Prospectus.
Although the Company has attempted to identify important factors that could cause actual actions, events
or results to differ materially from those described in forward-looking information and forward-looking
statements, there may be other factors that cause actions, events or results to differ from those anticipated,
estimated or intended. Forward-looking information and forward-looking statements contained herein are
made as of the date of this Prospectus based on the opinions and estimates of management, and, except as
required under applicable securities legislation, the Company undertakes no obligation to publicly update
or revise forward-looking information or forward-looking statements, whether as a result of new



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                                                - ix -


information, future events or otherwise. There can be no assurance that forward-looking information and
forward-looking statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such information or statements. Accordingly, readers should not
place undue reliance on forward-looking information or forward-looking statements.




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                                                     -x-


                                        PROSPECTUS SUMMARY

The following is a summary description of the principal business of the Company and should be read
together with the more detailed information and financial data and statements contained elsewhere in this
Prospectus.

Company:                   Alliance Mining Corp.

Principal Business of The Company is engaged in the business of acquiring, developing and exploring
the Company:          precious-metals and base-metals resource properties throughout North America.
                      The Company’s objective is to acquire, explore and develop mineral properties
                      that have the potential to host mineral deposits. To date, the Company has
                      focussed its efforts on one area, known as the Placerita Area, of the mineral-rich
                      Transition Zone between the Colorado Plateau and the Basin and Range
                      Geological Province in Arizona, USA. The Company has identified and acquired
                      a group of claims in this area known as the Placerita Gold Properties, in Yavapai
                      County, Arizona, that the Company believes warrant exploration, including
                      drilling to identify and define precious and base metals mineral resources in old
                      mine workings and new targets. See “Narrative Description of the Business”.

Principal Properties: The Company’s Principal Properties are the Placerita Gold Properties. See
                      “Narrative Description of the Business – Mineral Projects, Principal Properties”.

Listing:                   The Company has applied, and has received conditional approval, to list the
                           Common Shares on the CNQ. Listing is subject to the Company fulfilling all
                           requirements of the CNQ.

Risk Factors:              There is currently no market for the securities of the Company. The Company’s
                           securities are highly speculative, due to the nature of the Company’s business and
                           its present stage of development. The exploration and development of natural
                           resources is a highly speculative activity that involves a high degree of financial
                           risk. These risk factors included but are not limited to: The Company has no
                           history of earnings and to date none of the Company’s properties contains a
                           known body of commercial ore. There is no assurance that commercial quantities
                           of minerals will be discovered on the properties nor is there any guarantee that
                           the Company’s exploration program will yield positive results. Exploration,
                           development and mining operations involve a high degree of risk that even a
                           combination of experience, knowledge and careful evaluation may not be able to
                           overcome. There is a degree of uncertainty in the mineral reserves, mineral
                           resources and ore grades calculated for future production. There is no assurance
                           that the mineral recoveries achieved in small-scale laboratory tests will be
                           duplicated in large-scale tests under on-site conditions or during production. It
                           will be necessary for the Company to raise additional funding to carry out
                           exploration and development on its properties, and there is no assurance that
                           additional funds can be obtained on terms acceptable to the Company or at all.
                           Failure to obtain additional financing could result in delay or indefinite
                           postponement of further exploration or development of the properties or loss of
                           mineral claims. Metal prices have experienced significant price fluctuations over
                           short periods of time and are affected by numerous factors beyond the control of
                           the Company. While the Company has conducted title searches on the Placerita
                           Gold Properties, there is no guarantee that the Company’s ownership interest will


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                                                     - xi -


                           not be challenged by claims from unknown third parties. The Company’s
                           activities require permits or licences which may not be granted to the Company.
                           The Company and its assets may become subject to uninsurable risks. The
                           Company competes with other companies with greater financial resources and
                           technical facilities. The Company may be affected by political, economic,
                           environmental and regulatory risks beyond its control. The Company is currently
                           largely dependent on the performance of a small number of key personnel, and
                           there is no assurance the Company can retain their services. The Company’s
                           operations are also subject to fluctuations in currency exchange rates. See “Risk
                           Factors” for details of these and other risks relating to the Company’s business.

Summary Financial          The following selected financial information is subject to the detailed information
Information:               contained in the financial statements of the Company and related notes thereto
                           appearing elsewhere in this Prospectus. The selected financial information is
                           derived from the audited consolidated financial statements for the Company as at
                           December 31, 2006 and the unaudited consolidated interim financial statements
                           of the Company for the six-month period ended June 30, 2007.
                                                                         Six months ended       Year ended
                                                                           June 30, 2007       December 31,
                                                                            (unaudited)            2006
                                                                                                 (audited)
                           Revenue                                                Nil                    Nil
                           Net Income (Loss)                                 ($98,724)             ($141,921)
                           Loss per Common Share (Basic and Diluted)           ($0.03)                ($0.06)
                           Total Assets                                     $263,765                 $87,083
                           Long-term debt                                         Nil                   $Nil
                           Number of Common Shares                          4,057,520              2,870,220
                           Total Liabilities                                  $27,092                $30,501

                           See “Selected Financial Information and Management’s Discussion and
                           Analysis”.




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                                   CORPORATE STRUCTURE

Name and Incorporation

The Company was incorporated on February 3, 2002 under the Canada Business Corporations Act under
the name 4010175 Canada Inc. The Company changed its name to Alliance Mining Services Inc. on
April 25, 2002. The Company was registered in British Columbia as an extra-provincial company under
the then Company Act (British Columbia) on July 26, 2002. On May 12, 2005, the Company changed its
name to Alliance Mining Corp.

The Company’s head office is located at 4154 Squilax Road, Scotch Creek, B.C., V0E 1M0. The
Company’s registered and records office is located at Suite 2300, 1055 Dunsmuir Street, Vancouver,
British Columbia, V7X 1J1.

Intercorporate Relationships

The Company has one wholly-owned subsidiary, Alliance Mining Inc., incorporated on July 10, 2003 in
Arizona, USA.

                           GENERAL DEVELOPMENT OF THE BUSINESS

General

The Company is engaged in the business of acquiring, developing and exploring precious and base metals
resource properties throughout North America.

To date, the Company has focussed its efforts on one area, known as the Placerita Area, in the mineral-
rich Transition Zone between the Colorado Plateau and the Basin and Range Province in the State of
Arizona, USA. The Company has identified and acquired the Placerita Gold Properties within this area
that the Company believes warrant exploration, including drilling, to identify and define precious and
base metal mineral resources in old mine workings and new targets. The Company has identified several
zones within both the Southern Placerita Area and the Northern Placerita Area that it believes warrant
exploratory drilling.

The Company has an interest in 16 claims in the Placerita Area which are divided into two claim groups:
seven claims which comprise the Northern Placerita Area and nine claims which comprise the Southern
Placerita Area. All 16 claims in the Placerita Area are in good standing. See Table 1 immediately below
and Table 2 and Figures 1, 2 and 3 below under the heading “Narrative Description of the Business –
Mineral Projects – Principal Properties” for details regarding these claims.


                Table 1: Placerita Gold Properties Mining Claims Acquisition History

Southern Placerita Gold Property
                       Acquisition           Acquisition/       Option Exercise
Claim Name(s)           Method              Exercise Date           Price (3)              NSR
Gold Beetle           Allen Option          Feb. 20, 2004         US$2,500                 2% (1)
                      Agreement #2
Gold Beetle #2        Allen Option          Feb. 20, 2004           US$2,500               2% (1)
                      Agreement #1
Gold Beetle #3           Staked              January 2004              N/A                  Nil



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                                                      -2-



                Table 1: Placerita Gold Properties Mining Claims Acquisition History

Southern Placerita Gold Property
                       Acquisition                Acquisition/          Option Exercise
Claim Name(s)           Method                   Exercise Date              Price (3)                 NSR
Cool Shaft, Agave,    Allen Option                Oct. 4, 2005            US$4,000                    2% (2)
Yucca, Head           Agreement #1
Frame, Pay Streak,
Gold Spring #2
(six claims)

Northern Placerita Gold Property
Claim Name            Acquisition              Acquisition Date         Option Exercise               NSR
                        Method                                               Price
Golden Eagle             Staked                  October 2003                N/A                       Nil
Gold Pit #1              Staked                  Dec. 20, 2003               N/A                       Nil
Gold Pit #2              Staked                  Dec. 20, 2003               N/A                       Nil
Gold Chest #3 (4)        Staked                  Dec. 20, 2003               N/A                       Nil
Gold Chest #4 (4)        Staked                  Dec. 20, 2003               N/A                       Nil
Gold Chest #5 (4)        Staked                  Dec. 20, 2003               N/A                       Nil
Gold Chest #6 (4)        Staked                  Dec. 20, 2003               N/A                       Nil

    (1) NSR is payable to the Allens. The Company has the right to buy back the NSR for US$10,000 per claim.
    (2) NSR is payable to the Allens. The Company has the right to buy back the NSR for US$25,000 per claim.
    (3) The original option exercise price in the Allen Option Agreements was US$5,000 per claim if exercised
        within 36 months of signing such agreements. The option exercise price was amended on Feb. 4, 2004 to
        $2,500 with respect to the Gold Beetle and Gold Beetle #2 claims, and to $1,000 per claim with respect to
        the Cool Shaft, Agave, Yucca, Head Frame, Pay Streak, Gold Spring #2 claims (an aggregate of US$6,000
        for the six claims). The option exercise price was again amended on October 4, 2005 to a US$4,000
        aggregate payment for the six claims (leaving the option exercise price unchanged at $2,500 for each of the
        Gold Beetle and the Gold Beetle #2 claims).
    (4) The Company also staked Gold Chest #1, #2 and #7 on Dec. 20, 2003, but subsequently dropped these
        claims on Sept. 1, 2004.

Three-Year History

In October and December 2003, the Company staked seven mineral claims that comprise the Northern
Placerita Area group of claims, located in the Hassayampa Mining District, in the county of Yavapai, in
the State of Arizona, USA by filing Notices of Mining Claims with the US Bureau of Land Management
(“BLM”). The Company holds an undivided 100% interest in the seven Northern Placerita Area claims.

The Company holds an undivided 100% interest in the nine Southern Placerita Area claims, subject only
to a 2% net smelter return royalty, as indicated below.

On September 24, 2003, the Company entered into two separate option agreements (collectively, the
“Allen Option Agreements”), pursuant to which the Company was granted the option to acquire an
undivided 100% interest in a total of eight mineral claims located in the State of Arizona, USA.

In the first of the Allen Option Agreements, between the Company and Raymond Allen and Violet Allen
(the “Allen Option Agreement #1”), in consideration of a US$1,750 payment, the Company was granted
the option to acquire an undivided 100% interest in seven mineral claims located in the Walnut Grove



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Mining District, in the county of Yavapai, in the State of Arizona, USA. In the second of the Allen
Option Agreements, between the Company and Raymond Allen and Lorne Allen (the “Allen Option
Agreement #2”), in consideration of a US$250 payment, the Company was granted the option to acquire
an undivided 100% interest in one mineral claim located in the Walnut Grove Mining District, in the
county of Yavapai, in the State of Arizona, USA (Raymond Allen, Violet Allen and Lorne Allen are
collectively referred to herein as the “Allens”).

The original terms of the Allen Option Agreements included an exercise price of US$5,000 per claim, if
exercised within 18 months of the date of such agreements, and an exercise price of US$10,000 per claim,
if exercised within 36 months of the date of such agreements. The option exercise price was subsequently
amended as discussed below.

In January 2004, the Company acquired the ninth claim of the Southern Placerita Group of nine claims
when it staked one mineral claim by filing a Notice of Mining Claim with the BLM.

On February 4, 2004, Allen Option Agreement #1 was amended such that, for the each of the Cool Shaft,
Agave, Yucca, Head Frame, Pay Streak, Gold Spring #2 claims, the option exercise price was decreased
to US$1,000 per claim (US$6,000 in aggregate for six claims), and for the Gold Beetle #2 claim, the
option exercise price was decreased to US$2,500. Also on February 4, 2004, Allen Option Agreement #2
was amended such that the option exercise price was decreased to US$2,500 for the Gold Beetle claim,
the sole claim covered by that agreement.

On February 9, 2004, the Company signed an option agreement with Staccato Inc. (“Staccato”) (the
“Staccato Option Agreement”), whereby the Company granted Staccato the option to acquire an
undivided 50% working interest in the Gold Beetle and Gold Beetle #2 claims. Under the terms of the
Staccato Option Agreement, Staccato was required to pay a total of US$40,000 and to issue
300,000 common shares of Staccato (of this, only US$25,000 and 100,000 common shares of Staccato,
with a fair market value of $11,000, were received by the Company) and to incur exploration
expenditures totalling US$200,000. The Company received from Staccato US$60,000 in payment of a
portion of Staccato’s share of the exploration expenditures.

On February 20, 2004, following the amendments to the Allen Option Agreements, the Company paid
US$2,500 to the Allens to exercise the option on the Gold Beetle #2 claim, and an additional US$2,500 to
the Allens to exercise the option on the Gold Beetle claim. The Allens retained a 2% net smelter return
royalty on each of the Gold Beetle and Gold Beetle #2 claims, which the Company has the right to
purchase by making a one-time payment of US$10,000 per claim.

Between May 24 and July 31, 2004, the Company conducted an initial US$54,000 exploration program of
prospecting and sampling on the Placerita Gold Properties, intended to define existing gold targets and
locate new ones. Analysis of the 232 samples collected by the Company in 2004 exhibited gold assay
values ranging from 0.03 g/t to 28.2 g/t, with an average of 0.4 g/t. The Company collected more than
260 rock, soil and stream sediment samples during this period. The assay results of the samples collected
confirmed the gold potential of the Gold Beetle and Gold Beetle #2 claims and the surrounding areas.
New promising gold-bearing quartz-vein exploration targets were identified on several of the other
claims. Additional gold exploration targets appear to exist on the Gold Beetle #2 claim in broad,
silicified, schist zones with quartz veinlets.

On September 22, 2004, after Staccato failed to carry out the required exploration work on the Gold
Beetle and Gold Beetle #2 claims, the Company terminated the Staccato Option Agreement pursuant to its
terms.




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On October 4, 2005, Allen Option Agreement #1 was amended such that the exercise price was decreased
to an aggregate of US$4,000 to acquire all of the remaining six mineral claims: the Cool Shaft, Agave,
Yucca, Head Frame, Pay Streak, Gold Spring #2 claims. Also on October 4, 2005, following this
amendment, the Company exercised the option to acquire the remaining six mineral claims by making the
required payment of US$4,000 in Canadian funds of $4,846. The Allens have retained a 2% net smelter
return royalty on each of the six claims, which the Company has the right to purchase by making a one-
time payment of US$25,000 per claim.

On April 14, 2005, the Company signed an option agreement with Stanley A. Strebchuk (“Strebchuk”)
(the “Strebchuk Option Agreement”), whereby the Company was granted the option to acquire an
undivided 100% working interest in a group of mineral claims located in the Slocan Mining Division,
British Columbia. Under the terms of the Strebchuk Option Agreement, the Company was required to
pay Strebchuk $150,000 in cash and to issue 200,000 Common Shares over two years as follows:
$20,000 on signing of the Strebchuk Option Agreement (paid); $20,000 and 200,000 Common Shares on
August 31, 2005; $50,000 on June 15, 2006; and $60,000 on June 15, 2007. Prior to August 31, 2005, the
Company terminated the Strebchuk Option Agreement.

See “Narrative Description of the Business – Mineral Projects, Principal Properties”.

                           NARRATIVE DESCRIPTION OF THE BUSINESS

General

Business Objectives and Milestones

The Company’s business focus is the acquisition, exploration and development of precious and base
metals properties throughout North America, particularly those with known mineral deposits, and ideally
previously operated as small-scale mines.

To date, the Company has focussed its efforts on one area, known as the Placerita Area, of the mineral-
rich Transition Zone, between the Colorado Plateau and the Basin and Range Geological Province in
Arizona. The Transition Zone once hosted numerous precious and base metal mines. The Company has
identified several zones that warrant exploratory drilling within its Placerita Gold Properties.

Based on initial exploration activities conducted in the 2003 and 2004 sampling programs, the Company
has planned a two-phase exploration program at an estimated cost of US$206,000 for the Placerita Gold
Properties. The planned Phase 1 exploration will consist mainly of detailed geological mapping of the
surface exposures and underground workings and collection of additional rock-chip samples for
geochemical analysis. The results of Phase 1 exploration detailed mapping and sampling should include
the selection of priority drilling targets for preliminary testing during Phase 2. Phase 2, which is
contingent on the results of Phase 1, may include further prospecting and geological work to better define
targets.

See “Narrative Description of the Business – Mineral Projects, Principal Properties”.

Principal Products

The Company is engaged in the business of acquiring, developing and exploring precious and base
metals. All of the Company’s mineral properties are all in the exploration stage. The Company has not
yet located a commercially viable mineral deposit on any of its properties.




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                                                   -5-


Cyclical or Seasonal Nature of Business

The Company currently limits its exploration in Arizona, USA to the months of October to May to avoid
the fire season and the flash-flood season. Some of the Company’s exploration activities may prohibit
activities during these seasons.

Environmental Protection

Exploration activities, such as drilling and bulk sampling programs, will have to comply with stringent
environmental laws in the USA and Canada, but these will be no more onerous than any other exploration
and mining operation elsewhere in these countries. The Company’s earnings and competitive position
will be similar to any other company operating in the same environment.

Employees

As the Company is in an early exploration phase, it has structured operations in a manner that brings in
the skills and services necessary to operate efficiently and at the same time contain overhead costs. The
Company currently has one administrative employee, Jan Ross, and uses independent contractors to
conduct its exploration programs. There is a sufficient number of qualified contractors available to fulfil
the Company’s current requirements.

Mineral Projects – Principal Properties

The Company’s Principal Properties are the Placerita Gold Properties. The Company retained Craig L.
Parkinson (“Parkinson”), P.Geo, M.Sc., President of Parkinson Geologic Services, Inc. (“PGS”) to
conduct a geological examination on the Placerita Gold Properties in order to prepare the Technical
Report. Parkinson is an independent qualified person as defined in NI 43-101, and prepared the Technical
Report entitled “Technical Report on the Placerita Gold Properties, Yavapai County, Arizona, USA” and
dated August 10, 2007. In this Technical Report Parkinson and PGS are used inter-changeably. The
following information on the Placerita Gold Properties is derived from the Technical Report. Readers are
cautioned that the below is a summary only of certain information contained in the Technical Report.
Readers are urged to refer to the detailed findings in the Technical Report.

Introduction and Terms of Reference

PGS was originally contracted by the Company in July 2004 to conduct a geological examination of the
Placerita Gold Properties. PGS’s geological examination involved two one-day visits to the Placerita
Gold Properties and a review of available geological data and reports on the area surrounding the
Placerita Gold Properties, including the Prescott Mining District. Based on this work, PGS produced an
independent geologic property evaluation report in September 2004 (the “PGS 2004 Report”) which was
required under the terms of one of the Company’s option agreements with respect to certain claims on the
Placerita Gold Properties. PGS updated the PGS 2004 Report to produce the Technical Report.

This Technical Report combines information from two reports (the “Previous Reports”) prepared by an
independent geologist, not Parkinson, (the “Previous Report Author”), subsequent exploration results
by the Company, the PGS 2004 Report and an exploration plan prepared by PGS in September 2004.

To prepare the Technical Report, PGS conducted the following activities:

1.      Two one-day examinations on July 21 and 23, 2004 of the Placerita Gold Properties and
        surrounding area and sampled many of the known gold-mineralized areas;



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2.      Examined exploration and mining records located in the offices of the Arizona Department of
        Mines and Mineral Resources in Phoenix, Arizona related to the Placerita Gold Properties and
        surrounding area;

3.      Examined and discussed exploration data held by the Company and by prospector Raymond
        Allen of Kirkland, Arizona;

4.      Examined exploration data generated by the Company during the 2003-2004 period;

5.      Examined the Previous Reports which were prepared by the Previous Report Author to document
        exploration activities conducted on the Gold Beetle Claims; and

6.      Prepared a geological evaluation report of the Placerita Gold Properties following a two-day field
        examination for the Company on July 21 and 23, 2004. The report included confirmation
        sampling and laboratory analysis. PGS discussed the results of this program with the Previous
        Report Author.

The parts of the Technical Report regarding 2003 and 2004 exploration by the Company and Raymond
Allen are based on data provided by the Company and discussions with both the Company and Raymond
Allen. Initial exploration data on the Placerita Gold Properties was made available to PGS including the
Previous Reports. PGS was not present on the Placerita Gold Properties during the Company’s initial
exploration but has discussed the results with the Company.

PGS was not on the property during the geological evaluation of the Previous Report Author, but
discussed the results with the Previous Report Author and reviewed his results and the Previous Reports.
PGS believes the data generated by the Company and the Previous Report Author is reliable, but it is
uncertain whether the data is representative of the Placerita Gold Properties or is focused on specific
areas. PGS attempted to compile all available information and believes that sufficient data was reviewed
to support the interpretations and conclusions presented in the Technical Report.

The Placerita Gold Properties have been subject to pre-1935 underground development with some
production on gold-bearing veins and structures. The records are fragmentary and in some cases absent.
It is possible that only the most favourable historic results have been reported. The reliability and
accuracy of historic data could not be determined, and caution should be exercised when interpreting the
historic data stated in the Technical Report. At this time, the Placerita Gold Properties are exploration-
stage properties with no known commercial ore bodies.

Reliance on Experts

PGS has relied on the Bureau of Land Management in Phoenix, Arizona (the “BLM”) with respect to the
status of the claims comprising the Placerita Gold Properties.




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                                                  -7-




                           Figure 1: Location Map of Placerita Gold Properties.



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                                                    -8-




                           Figure 2: Claim Map of Southern Placerita Gold Property.



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                                                    -9-




                           Figure 3: Claim Map of Northern Placerita Gold Property.




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                                                  - 10 -


Property Description and Location

The Placerita Gold Properties are located approximately 60 miles south of Prescott, in Central Arizona,
near the historic Placerita gold mining camp that was active in the late 1800s (see Figure 1 for location of
the properties).

The Placerita Gold Properties cover an area totalling 134 hectares and consist of 16 mineral claims
situated within six general areas as follows:

Southern Placerita Claims

Area                                                   Claim Name(s)
Gold Beetle Area:                                      Gold Beetle, Paystreak, Head Frame
Gold Beetle #2 Area:                                   Gold Beetle #2 and #3, Cool Shaft, Agave, Yucca
Gold Spring #2 Area:                                   Gold Spring #2

Northern Placerita Claims

Area                                                   Claim Name(s)
Gold Pit Area:                                         Gold Pit #1 and #2
Golden Eagle Area:                                     Golden Eagle
Gold Chest Area:                                       Gold Chest #3, #4, #5 and #6

The claims in the Gold Beetle, Gold Beetle #2, and Gold Spring #2 areas are located in Township 11N
Range 4W, Yavapai County, Arizona in the Placerita mining camp, and this region is called the Gold
Beetle Area. The Gold Pit claims are located in Section 26, T13N, R3W, the Golden Eagle claim is
located in Section 4, T12N, R3W, and the Gold Chest claims are located in Sections 23 and 26, T13N,
R3W near the town of Wilhoit, and this region is called the Northern Placerita Area.

Table 2 below lists the mineral claims currently owned or controlled by the Company comprising the
Placerita Gold Properties.


                            Table 2: Placerita Gold Properties Mining Claims

Southern Placerita Gold Property
Claim Name                  Serial Number                  Loc. Date             Last Assessment (1)
Gold Beetle                  AMC 357189                    11/05/2002                  2006
Gold Beetle #2               AMC 358396                    06/16/2003                  2006
Gold Beetle #3               AMC 360028                    01/24/2004                  2006
Cool Shaft                   AMC 358541                    08/06/2003                  2006
Agave                        AMC 358739                    08/03/2003                  2006
Yucca                        AMC 358742                    08/03/2003                  2006
Head Frame                   AMC 358740                    08/03/2003                  2006
Pay Streak                   AMC 358741                    08/03/2003                  2006
Gold Spring #2               AMC 358542                    08/03/2003                  2006

Northern Placerita Gold Property
Claim Name                  Serial Number                  Loc. Date             Last Assessment (1)
Golden Eagle                 AMC 358612                    10/3/2003                   2006



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                                                   - 11 -



                           Table 2: Placerita Gold Properties Mining Claims

Southern Placerita Gold Property
Claim Name                  Serial Number                   Loc. Date             Last Assessment (1)
Gold Pit #1                  AMC 359019                     12/20/2003                  2006
Gold Pit #2                  AMC 359020                     12/20/2003                  2006
Gold Chest #3                AMC 359014                     12/20/2003                  2006
Gold Chest #4                AMC 359015                     12/20/2003                  2006
Gold Chest #5                AMC 359016                     12/20/2003                  2006
Gold Chest #6                AMC 359017                     12/20/2003                  2006

    (1) To maintain the claims, the Company must pay $125 per claim annually to the BLM. The expiry date for
        the claims is August 31, 2008.

Environmental, Reclamation and Permitting

To the best of PGS’s knowledge, the Placerita Gold Properties are not subject to any environmental
liabilities. Previous surface disturbance resulting from historic gold exploration and small-scale mining
occurs throughout the Placerita Gold Properties. Many old workings, including adits, shafts and
cuts/trenches, occur on the Placerita Gold Properties. Some of these are documented on topographic
maps.

Future surface disturbance resulting from additional exploration will require that the Company place
bonds with the BLM. Before conducting any drilling, the Company must file notice of operation with the
BLM, and then post a bond upon acceptance by the BLM of the notice of operation.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Placerita Gold Properties lie in Yavapai County in central Arizona. The nine claims within the
Southern Placerita Area in the old Placerita mining camp are located approximately seven kilometers east
of the Peeples Valley settlement on US Highway 89 between the towns of Prescott and Wickenburg. The
seven claims within the Northern Placerita Area are near the town of Wilhoit and are east of US
Highway 89.

There is good access to the Southern Placerita Property claims via a network of ranch roads east from
Highway 89. Wet weather conditions may require four-wheel drive vehicles. From the Whitehead Ranch
Road along Arrastre Creek access into the claims is possible along old mining trails. The mining trails
terminate at old workings, so access to other areas on the claims is largely by foot trail. Similar access is
available to the Northern Placerita Property claims near Wilhoit.

The Placerita Gold Properties lie in rolling hills in the northern Weaver Mountains with elevations
ranging from 1,400 to 1,500 meters. Arrastre Creek is a northeast flowing seasonal drainage that bisects
the property area. Several local springs are reported to have year-round flow.

The climate in this part of Arizona is semi-desert with low rainfall, hot dry summers and short cool
winters, with minimal snow accumulation. Scrub vegetation on the properties is commonly dense and
includes manzanita trees, catclaw, acacia and cacti. Some areas are difficult to access because of the thick
vegetation cover.




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The area has a history of small-scale, lode-gold, underground operations that date pre-1935. One
60-meter long adit on the Gold Beetle claim remains in relatively good repair, whereas others would
require significant amounts of work to restore. Several shallow shafts have caved and cannot be used.
Power, water and mining personnel are readily available in the project area.

Climatic conditions are such that the area can be worked year-round, however, it may be difficult to
obtain water from local surface water sources (such as steams) during the summer months. Likewise,
access to the surface will not be affected by weather conditions, and there are sufficient roads in place for
access to all the claims. Power would have to be provided by generators and water may have to be
delivered to the drilling targets via water trucks. There are sufficient sources of labour in the towns of
Prescott and Wickenburg.

History

General

The state of Arizona produced approximately 14 million ounces of gold from 1860 through the late 1980s
and in 1965 ranked eighth among gold producing states. Since 1980, Arizona has experienced a
significant decline in gold production, probably related to low gold and copper prices and a political
climate that was unfavourable towards mining. During late 2004 and throughout 2007, these factors have
improved and there has been renewed interest in Arizona’s gold potential.

Significant mining in Arizona began in the 1870s and 1880s. Lode and placer gold mines dominated
production until 1900, then declined to become merely a by-product of large-scale porphyry copper
mining. Until 1959, Yavapai County ranked first in Arizona gold production with approximately
3.5 million ounces. In the general area of the Placerita Gold Properties, production occurred
predominately in small-scale gold mining operations involving narrow underground development.

In the late 1800s, the Placerita gold mining camp, which includes the area covered by the Placerita Gold
Properties, was a small Spanish community and the miners worked placer and gold quartz-oxide veins.
There are numerous shallow underground workings dating from this period, including adits, shafts, and
remnants of small mills and a crushing plant.

Previous Ownership and Exploration

Although PGS is of the view that it is clear from the presence of old mine workings observed during its
site visit that certain areas of the Placerita Gold Properties have been mined historically, a review of the
historic property files held in the Phoenix offices of the Arizona Department of Mines and Mineral
Resources by PGS indicates that much of this work was poorly documented. In addition, there is a lack
of consistency in claim and property names. There is no documentation of any exploration in the
Placerita Gold Properties area between 1962 and 2002.

Some exploration activities undertaken in the general area of the Placerita Gold Properties are
documented in the 1928 to 1933 reports and memos for Hassayampa Gold Mining Company. The
Hassayampa Gold Mining Company held three main claim groups in the area, including the Contact
Group which appears to be centered on the Placerita Gold Properties. The Contact Group consisted of 11
claims within fissure quartz veins proximal to a diorite-granite contact zone. The veins had variable
widths of 1.5 to five feet, with an unknown average width. Although the exact location of the Contact
Group relative to the Placerita Gold Properties is not known, an independent report suggests that the
Contact Group may be in the vicinity of the Paystreak claim.




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In 1933, prospector Byron Moyer held nine mineral claims in the Gold Beetle #2 claim area. In 1962, a
mining engineer completed a field examination and geologic engineering report on claims which he
suggests cover the original workings on Byron Moyer’s claims. The precise location of Byron Moyer’s
claims is unclear, as the Department of Mines maps indicate the mine workings are located near Gold
Beetle #2, the mining engineer suggests these workings may be to the east, and some old mine shafts
occur along the same ridge along a northeast trend. The mining engineer reported a quartz-oxide vein up
to 20 inches wide which was steeply dipping with a northeast strike, hosted by an iron-stained schist zone
and small shipments of ore averaged 2 oz/ton of gold. The gold mineralization in the Joe claims in
Section 24 to the east is hosted by southwest-striking, steeply-dipping schist and narrow oxidized
fracture-vein zones. The mining engineer reported that narrow chip samples from the oxidized vein-fault
structure in adits and shafts returned gold values in the 15.4 to 108.9 g/t range (average values were not
reported). Most of these were 6-inch samples, however, one sample of 2.83 feet returned 13.0 g/t. The
mining engineer recommended further exploration consisting of trenching and drilling.

PGS did not verify the sample locations associated with the historic assay data and such results may not
be representative of mineralization on the Placerita Gold Properties. Additionally, the historic claims
have lapsed and do not correlate precisely with the modern claims which comprise the Placerita Gold
Properties.

During 2003, the Company staked the seven claims in the Gold Pit, Golden Eagle, and Gold Chest areas.
The remaining claims comprising the Placerita Gold Properties were staked by prospectors Raymond,
Violet and Lorne Allen, following which the Company obtained its rights to these claims under the terms
of Allen Option Agreements (see “General Development of the Business – Three Year History”). The
Allens have retained a 2% NSR royalty on each of the optioned claims which the Company may purchase
for a one-time cash payment per claim. During 2004, Alliance staked the Gold Beetle #3 claim in the
Southern Placerita Area. See “General Development of the Business”.

Initial exploration by the Company during 2003 consisted of preliminary sampling of old mine workings.
See “Exploration” below.

Geological Setting

Regional Geology

The Placerita Gold Properties are located within the geologically favourable Transition Zone between the
Basin and Range Province to the southwest and the Colorado Plateau to the northeast. The Colorado
Plateau features flat to gently dipping Mesozoic to Paleozoic age sedimentary rocks. The Basin and
Range Province is a Mesozoic extensional region characterized by steep faults, block uplift, and
subsidence. Older Paleozoic to Proterozoic rocks are exposed in uplifted basement blocks while younger
Cenozoic to Recent sedimentary and volcanic sequences are preserved in basins. The Transition Zone
exhibits features in common with both. In the Transition Zone, most of the Paleozoic rocks have been
removed by erosion, exposing the older underlying Proterozoic meta-volcanic and meta-sedimentary
rocks and granitic intrusions. The predominant rock types in the Placerita Area are schist, granite,
andesite, and basalt.

Schist is the oldest rock in the area. Schist is a regionally metamorphosed rock characterized by a parallel
arrangement of the constituent minerals. In the Placerita Gold Properties area, the dominant minerals are
micas, and the schist locally includes diorite, rhyolite, and greenstone. Schist is the rock underlying the
Pay Streak, Yucca, Gold Beetle #2, and Cool Shaft claims.




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Granite is the next oldest rock in the area. Granite is a coarse-grained intrusive igneous rock essentially
consisting of quartz, sodium-potassium feldspar, and mica. Granites altered by hydrothermal (hot water)
or pneumatolytic (hot gas) action may contain a variety of alteration minerals, including tourmaline and
kaolin. Granite is the rock underlying the Gold Beetle #1, Gold Pit, Gold Chest, and Golden Eagle
claims. PGS observed tourmaline and kaolin on the Gold Beetle #1 claims, which is evidence of
alteration of the granite by hot water and hot gasses. The alteration activities most likely are responsible
for the deposition of gold and other metals on the Placerita Gold Properties.

Andesite is present west and northwest of the Placerita Gold Properties and is the second youngest rock in
the local area. The andesite is Tertiary age, which is between two and 65 million years ago. Andesite is a
fine-grained extrusive (volcanic) igneous rock mostly consisting of sodium-rich feldspar, and at the
property area may include tuff and agglomerate.

Basalt is present in contact with the granite and schist on the west side of the Placerita Gold Properties,
and is the youngest rock in the area. The basalt is Quaternary-Tertiary in age, and is thus about two
million years old. Basalt is a fine-grained volcanic rock mostly consisting of calcium-rich feldspar and
pyroxene, and at the property area may include tuff and agglomerate. The volcanic rocks (andesite and
basalt) occur as flows overlying the schist and granite.

Because the Southern Placerita Properties and Northern Placerita Properties are located in geologically
favourable areas, the Placerita Gold Properties have historically been subject to exploration, development
work, and production of gold. These activities are evident in the field by the existence of mining adits,
shafts, trenches, and prospects, and by an extensive system of roads used to access the properties.

Local and Property Geology

The Placerita Gold Properties area apparently has not received any recorded detailed geological mapping
by government or exploration companies. The best and only sources of information are the large-scale
regional geology maps by the Arizona Geological Survey (1958 and 2000). Geological observations
made by PGS in the property area indicate the geological boundaries on these maps are approximate and
much detail is missing.

The Placerita Property area is largely underlain by Proterozoic intrusive, volcanic, and sedimentary rocks
with a southwest trend. These rocks are overlain by Tertiary basalts which cap the higher hills and mesa.
In the Peeples Valley-Highway 89 area to the west and northwest, there are thick sequences of Tertiary
age volcanics and sediments with local blankets of superficial deposits.

Deposit Types

Gold mineralization in the Placerita Gold Properties area is associated with precious-metal bearing veins
of probable Pre-Cambrian, Laramide and mid-Tertiary ages. Many of these veins are hosted by granitic
rocks, and local schist, and historically have been mined by small-scale underground operations. In many
cases, historic lode mines exploited concentrated oxidized ore from near-surface veins. Anomalous
mineralization occurs within both oxidized and unoxidized portions of these veins, and the veins represent
favourable targets for exploration.

Many of the gold-bearing quartz veins in granite or schist settings are fissure-quartz veins with local
pyrite, galena, sphalerite, chalcopyrite, arsenopyrite and visible gold. Visible gold, however, is rare in
oxidized veins. These fissure veins may be shallow or steeply dipping and commonly have sharp contacts
with minor wallrock mineralization. Historical underground gold mines are located on veins similar to




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                                                  - 15 -


the veins observed on the Placerita Gold Properties and occur to the south in the Weaver-Rich Hill
(Octave Mine) and Martinez (Congress) mining districts.

The Company is primarily exploring for gold-bearing veins in the Placerita Gold Properties area. The
Company’s exploration model is based on locating numerous gold-mineralized veins within a 15 mile
radius.

Mineralization

The Placerita Gold Properties feature generally narrow gold-bearing, quartz iron-oxide veins occupying
single or multiple fissures in schist/metavolcanic and/or granitic intrusive Proterozoic rocks. Granite to
granodiorite-hosted veins appear to predominate in the southeastern (Gold Beetle-Paystreak) area, while
veins to the northwest Gold Beetle #2 area are largely schist/metavolcanic hosted. Recorded gold values
obtained from rock samples are highly variable with the upper values ranging between 6.8 g/t and tens of
grams per tonne over a few inches to a sample width of approximately two feet. Readers are cautioned
that assay values obtained from these samples may not be representative of the mineralization in the
Placerita Gold Properties area. During the initial preliminary property evaluation conducted in 2004, PGS
did not confirm the width or strike length of these veins, and additional geologic mapping is
recommended to determine the lateral extent of the mineralized veins.

The gold-bearing quartz-oxide veins in the Gold Beetle-Paystreak claim areas have dominantly northwest
trends (some northeast). On the Gold Beetle claim, two or more parallel, northeast-trending veins have
received small-scale underground development with tunnels up to 60 meters long in the main area hill.
Several pits occur along the vein(s) on surface.

Exploration

Beginning in 2003, the Company conducted literature searches and identified past gold producing areas in
Yavapai County, Arizona for research and follow-up property examinations. The Company focused on
locating relatively higher-grade, near-surface bedrock gold mineralization for subsequent exploration.
The Placerita Gold Properties area generated interest based on literature research and field investigations.
Jan Ross, President of the Company, spent several weeks in the area with Raymond Allen, a local
prospector, making field examinations and collecting samples. This work produced favourable results in
the old Placerita mining camp on Arrastre Creek. Eight lode claims were filed by Raymond Allen: Gold
Beetle, Gold Beetle #2, Cool Shaft, Gold Spring #2, Agave, Yucca, Paystreak and Headframe (see Figure
2). These claims were then optioned by the Company’s subsidiary, Alliance Mining Inc. (see “General
Development of the Business – Three Year History”).

The Company’s 2003 sampling program was not under direct supervision by a geologist. As is typical of
many reconnaissance-type prospecting programs, sample sites were not well recorded. Due to the
uncertainties regarding the exact locations of the Company’s 2003 sample sites, a sample location map of
the 2003 sample sites is not included in the Technical Report.

One of the main areas of interest noted in the Technical Report is the existence of three adits on the Gold
Beetle claim that were developed to explore various veins exposed on the surface. Another area of
interest is the Gold Beetle #2 claim, which features a northeast trending vein hosted by metavolcanics and
schist. Three shafts have been developed to explore the vein. This steeply dipping vein is sub-concordant
with the hosting schists and is exposed in a few small pits between the shafts. The northeast-trending ore
zone in the Gold Beetle #2 area coincides with the mineralization occurring at the Gold Spring #2 area,
and these two areas may constitute one large mineralized structure.




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The samples collected by the Company in 2003 were grab or chip/grab samples, and the assay results
ranged from 2.2 g/t to 246.6 g/t with an average of 50.2 g/t. Because PGS was not present during the
2003 sampling program conducted by the Company, it is uncertain if the sampling was representative and
random, and did not intentionally target “high-grade” material. The Technical Report indicates that the
high gold and silver values suggest that the assay results are indicative of samples collected from areas
with evidence of metallic mineralization observable in the field and that, therefore, these results most
likely represent the higher grades present on the claims.

Sampling Program

PGS visited the Placerita Gold Properties on July 21, 2004 and conducted a geologic evaluation
consisting of general reconnaissance, rock-chip sampling for geochemical analysis and photography.
PGS returned to the Placerita Area on July 23, 2004 to geologically map the three adits on the Gold
Beetle #1 claims. PGS also examined the Gold Pit and Golden Eagle claims on July 23, 2004.

Soil and vegetation cover is generally abundant and the related lack of outcrop precluded an extensive
detailed examination of the lithology, alteration, structural setting and extent of mineralization and
veining. However, a detailed geologic investigation was beyond the scope of the field investigations and
was not required to prepare the Technical Report. Additional surface trenching, geologic mapping and
geochemical sampling are necessary to conduct more thorough and extensive field investigations of the
properties.

Placerita Mine Area

The primary area of interest within the Placerita Gold Properties is the Gold Beetle #1 claim, which
includes Adits #1, 2, and 3. The geological evaluation conducted by PGS consisted of collecting 10 rock
samples from within shallow prospects and the three adits on the Gold Beetle claim. The samples
consisted of quartz veins typically with limonite and hematite alteration staining, sometimes with
manganese or tourmaline. The prospects and adits on the Gold Beetle #1 claim are within granite.

PGS first examined prospects southeast of Adit #1 that exposed altered granite with stockwork quartz
veins up to two inches wide, limonite alteration, and manganese staining. Samples Gold Beetle 1-1 and
1-2 were collected in this area, and both are chip samples across the entire 2-inch true width of the vein
and over a length of two feet. Sample Gold Beetle 1-2 was adjacent to a white bull-quartz vein two feet
wide, and the pervasively silicified zone between samples 1-1 and 1-2 was about 100 feet wide. An initial
evaluation of this area suggests there is additional quartz veining on a hillside located in the azimuth
direction 233 degrees.

The secondary area of interest that PGS evaluated within the Placerita Gold Properties includes the Pay
Streak, Yucca, Gold Beetle #2, and Cool Shaft claims. Pay Streak is in the northeast corner of Section 26,
and the remaining claims are predominantly in Section 23. The geological field evaluation consisted of
collecting 10 rock samples from within shallow prospects, trenches, and outcrops on the claims. The
samples consisted of quart veins and veinlets within schist wallrock, as well as pervasively silicified
zones within the schist.

The Gold Pit and Golden Eagle claims are located northeast of the town of Wilhoit Arizona near the
Prescott mining district on U.S. Forest Service land. The Gold Pit claims are in the south central part of
Section 25, T13N, R3W, and the Golden Eagle claim is in the southeast corner of Section 4, T12N, R3W.
The three claims are within weathered and altered granite with local thick quartz veins and gouge zones.
The geological evaluation consisted of collecting five rock samples from prospects, shafts, adits, and
mining dump piles. The Gold Chest claims are located about one mile north of the Gold Pit claims and



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                                                  - 17 -


were not examined by PGS. Their proximity to the Gold Pit and Golden Eagle claims and geologic
location suggest the Gold Chest claims warrant further exploration to determine their potential to host
gold mineralization.

Sample Collection Protocol

PGS followed the applicable Mineral Exploration Best Practices Guidelines recommended by the
Canadian Council of Professional Geoscientists and established by the Mining Task force of the Toronto
Stock Exchange and Ontario Securities Commission. The geochemical exploration samples were
collected in new, clean, finely-woven, cloth sample bags and tightly tied to prevent contamination from
external sources. Parkinson, either personally collected the samples or directly supervised the collection
of the samples. PGS transported the samples directly to their office and then shipped the samples directly
to Jacobs Assay Office, in Arizona for laboratory analysis. Sample security measures were exercised
during sample collection, transport, storage, packaging, and shipment to the laboratory.

Assay Results

PGS instructed Jacobs Assay Office to analyze for gold by fire assay and 35 trace elements by ICP. A
summary of the gold assay results is provided in the table below.

                                       Summary of Gold Assay Results
     Sample                       Assay Results                                 Remarks
                              oz/t              g/t

Gold Beetle#1              <0.001            <0.03         Chip, southeast of Adit #1, quartz in granite
1-1
Gold Beetle#1              <0.001            <0.03         Chip, southeast of Adit #1, quartz in granite
1-2
Gold Beetle#1               0.001             0.03         Chip, Adit #1, 25 feet into adit, granite, quartz vn
1-3
Gold Beetle#1               0.689            23.62         Chip, Adit #1, north side of entrance, quartz vein
1-4
Gold Beetle#1              <0.001            <0.03         Chip, Adit #1, south side of entrance, quartz vein
1-5

Gold Beetle#1               6.483           222.24         Chip, Adit #2, 50 feet into adit, quartz vein
2-1
Gold Beetle#1               0.076             2.61         Chip, Adit #2, end of adit at 78 feet, quartz vein
2-2

Gold Beetle#1               0.032             1.10         Chip, Adit #3, roof of adit at 110 feet, quartz vein
3-1
Gold Beetle#1              <0.001            <0.03         Grab, Adit #3, floor of adit at 110 feet, quartz
3-2                                                        vein
Gold Beetle#1               0.003             0.10         Grab, Adit #3, 45 feet into adit, quartz vein
3-3

Pay Streak 1                0.641            21.97         Grab, prospect in silicified schist with quartz vns
Pay Streak 2                0.017             0.58         Grab, silicified schist with quartz veins




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                                    Summary of Gold Assay Results
     Sample                    Assay Results                                    Remarks
                           oz/t              g/t

Yucca 1                     <0.001               <0.03     Chip, silicified schist with quartz veins
Yucca 2                     <0.001               <0.03     Chip, silicified schist with quartz veins

Gold Beetle#2 1              0.026                0.89     Schist outcrop, 60-foot chip sample
Gold Beetle#2 2             <0.001               <0.03     Schist outcrop, 120-foot chip sample
Gold Beetle#2 3              0.123                4.22     Schist outcrop, 15-foot chip sample

Cool Shaft 1                  0.278               9.53     Grab, caved shaft, silicified schist with quartz
Cool Shaft 2                  0.006               0.21     Grab, caved shaft, silicified schist with quartz

Gold Pit 1                    0.093               3.18     Grab, caved shaft, altered broken granite
Gold Pit 2                    0.287               9.83     Grab, caved adit, 40 feet back, altered granite

Golden Eagle 1                0.084               2.88     Chip, prospect, silicified granite with quartz veins
Golden Eagle 2                0.379              12.99     Chip, prospect, silicified granite with quartz veins
Golden Eagle 3                0.066               2.26     Grab, mining dump pile, quartz with visible gold

Range                0.001 to 6.483           <0.03 to
                                                222.2
Average                    0.387                  13.3

Note 1: Chip = sample chipped from rock; Grab = sample hand-grabbed from loose rock
        Channel = sample chipped from a channel within rock

Note 2: A description of the true width and length of the chip and channel samples as related to t he
        actual size of the area of interest is provided above within the text discussion of each sample
        site.

The above data indicates there is anomalous gold mineralization on the Placerita Gold Properties. The
Gold Beetle #1 claim exhibits high gold values of up to 23.6 g/t in a 5-pound chip sample at the entrance
to Adit #1 and gold values of up to 222.2 g/t in a 5-pound chip sample 50 feet within Adit #2. PGS
recommends these areas be tested by exploratory drilling to determine the extent of gold mineralization
horizontally and vertically. In addition, the region between Adit #2 and #3 should be explored by drilling
to evaluate the interconnection of quartz veins between these adits and the potential for related anomalous
gold values.

The Pay Streak claims show high gold values of up to 22.0 g/t in sample Pay Streak 1 (5-pound grab
sample) within the prospect of silicified schist and quartz veining. This area warrants exploratory drilling
to test for sub-surface gold mineralization. The Gold Beetle #2 claim returned gold values of up to 4.2 g/t
from a 5-pound chip sample across 15 feet of the silicified schist and these areas should be drill tested.
The fourth highest gold assay obtained by PGS on the Placerita Gold Properties was obtained in a
5-pound channel sample across six feet within the caved shaft on the Cool Shaft claim and this region
should be explored by drilling.

The Gold Pit and Golden Eagle claims contain gold values of up to 13.0 g/t obtained in a 5-pound chip
sample across 18 inches of quartz veins within granite (Golden Eagle 3). The claims exhibit an average
of 6.2 g/t within five samples and should be tested by drilling. As discussed above, the Gold Pit shaft and



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                                                  - 19 -


adit are probably connected and were developing gold from the same mineralized zone within granite.
Several exploratory drill holes are recommended on the Gold Pit claims. The Golden Eagle claim
returned higher gold values than the Gold Pit claims and also further warrants exploration with several
drill holes.

The PGS sampling program focused on examining areas that exhibited geologic evidence of potential
“high grade” gold mineralization. This evidence included quartz veining, fracturing, pervasive and
stockwork silicification, and indicator minerals such as iron oxides and sulfide. Thus, the samples
collected by PGS are somewhat selective and most likely do not represent the average gold grades on the
various claims.

Previous Exploration

Previous Exploration Data

During 2004, the Previous Report Author, on behalf of the Company, visited the Placerita Gold
Properties. The exploration results of his evaluations were presented in the Previous Reports, which are
summarized below. In PGS’s opinion, previous discussions with the Previous Report Author indicate he
is an experienced mining geologist and a Qualified Person in regards to NI 43-101 compliance. PGS
believes his work is reliable and accurate. The Previous Report Author conducted a field examination of
the Gold Beetle claims on February 24 and 25, 2004 accompanied by Jan Ross and prospector Raymond
Allen. This was the first such examination using an independent geologist by the Company. A total of 16
samples of known gold-mineralized veins on the Gold Beetle and Gold Beetle #2 claims and a few nearby
workings and outcrops on adjacent claims were collected. The samples were tested by Eco Tech
Laboratory Ltd. for gold by fire assay and for trace elements, including silver, by multi-element ICP
analysis. This data is summarized and discussed below. A summary can also be found in Table 3 in the
Technical Report.

In the Gold Beetle #2 Claim area a 30 cm chip sample across an exposed section of vein (sample 02)
returned 3.6 g/t Au. A small cut 100 meters to the west of sample 02 exposed a broader section of the
vein (approximately 1.3 meters wide) with sub-vertical dip. Fine pyrite and galena aggregates were
observed locally within the quartz. The 1.3 meter wide zone averaged 1.0 g/t Au. At the southwestern
end of the claim features a large dump, two caved shafts, and some old workings on the hillside to the
southwest. The shafts are caved with no bedrock exposures, and a composite grab sample of vein
material from the mine dump (sample 07) returned 2.2 g/t gold.

On the Yucca Claim, prospect pits 200 meters south of the Gold Beetle #2 claim include a shallow shaft
that exposes a quartz vein with minor disseminated pyrite and oxides in the wallrock schist. A 40 cm
chip sample across the vein returned 4.1 g/t Au.

The Gold Beetle claim covers a hilly area with widespread outcrops of weathered granite-granodiorite
frequently cut by quartz veins and stockworks containing local black tourmaline. The eastern portion of
this claim features numerous large northeast trending quartz veins within granite and with variable dips.
On the southeast side of the main hill there is a 60 metre long adit with remnants of a stamp mill. This
adit follows a northwest trending, sub vertical vein structure 0.4 to two meters wide which is heavily
oxidized with local fractured quartz veinlets. Chip samples 10 and 11 taken across the mineralized
structure in the adit returned insignificant gold values. These were 30 meters apart and did not include a
significant amount of quartz vein material. On the hill above the adit a northwest trending quartz vein up
to two meters wide can be followed to the northwest adit area. A 3.2 metre chip sample across multiple
(sheeted) quartz-veins in a hematitic schist zone returned 0.7 g/t. However, this sample included much
wallrock material, and may not be representative of the vein material.



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                                                      - 20 -


There are two shorter adits on the northwest side of the main hill on the Gold Beetle claim. The larger,
more northerly adit on the main vein structure was chip sampled in two areas four meters apart returning
gold values of up to 118.8 g/t Au over 0.5 meters and 5.8 g/t Au over 1.40 meters. These are true width
chip samples from quartz-oxide veining in granite. Locally the quartz veins are up to two meters wide
and appear very similar to those exposed on surface to the southeast. The 118.8 g/t Au sample correlates
with a 2003 sample of the Company in the same vein that ran 246.6 g/t Au over an unknown length. Two
1-metre chip samples were collected across the vein structure at the mouth of the smaller adit to the south.
The highest value of the two was obtained with fractured quartz and assayed 0.8 g/t gold.

Field examinations have confirmed the presence of the auriferous quartz vein systems on the claims and
surrounding area. Numerous veins remain to be sampled and there appears to be potential for higher
grade gold mineralization on both the Gold Beetle and Gold Beetle #2 claims. Further exploration is
recommended by PGS on these claims.

Summary of the Company’s 2004 Exploration

The Company commenced exploration on the Placerita Gold Properties at the end of May 2004. The
exploration program included collection of rock, soil, and stream samples from the Gold Beetle, Gold
Beetle #2, Yucca, Cool Shaft, Head Frame, Pay Streak and Gold Spring claims.

For sampling purposes, the Placerita camp (property area) was divided into five areas by the Company,
mainly coinciding with the existing claims.

                                                                                 Number of Samples
  Area       Claims                                                    Rock              Soil          Stream
    1        Gold Beetle, Pay Streak, Head Frame                          65              32               8
                                         (1)
    2        Orofino Group of Claims                                      17             12
    3        Gold Beetle #2, Yucca, Cool Shaft                            42              23
    4        Gold Spring                                                  27             23
    5        Areas Outside Above                                          14

(1) The Orofino claims were of interest to the Company at the time of the 2004 exploration program, but as they are
not part of the Placerita Gold Properties, they are not discussed in the Technical Report.

A summary of the 2004 sample results are presented in the table below.

                                  Summary of Gold Assay Results – 2004
                                                          Gold Assay Results (g/t)
                                         Number
Location                                of Samples             Range           Average   Sample Type

Gold Beetle Area                                54           .03 to 8.9          0.3     Rock and soil
Pay Streak & Head Frame                         47          .03 to 28.2          0.8     Rock, soil, and stream
Gold Beetle #2 & Cool Shaft                     67           .03 to 8.6          0.3     Rock and soil
Gold Spring                                    64            .03 to 6.1          0.3     Rock and soil
        Total                                  232         .03 to 28.19          0.4




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                                                 - 21 -


NOTE: The 2004 sample data and locations were obtained from the Previous Reports. A detailed review
of the data by PGS in 2006 and 2007 identified some discrepancies in the sample locations depicted in
such reports. However, as the Previous Report Author is now deceased, the discrepancies could not be
clarified.

Results of the Company’s 2004 Sampling- Areas 1, 3, and 4

Area 1: Gold Beetle, Pay Streak, and Head Frame claims

A large number of quartz vein, soil and wash (stream) sediment samples were taken by the Company
from this area. These returned mainly insignificant gold values with a few exceptions. A test pit exposes
a 2 foot wide vein where a 2-foot chip sample returned 4.49 g/t Au and a grab sample from the dump
returned 27.42 g/t Au.

Limited sampling of steeply dipping quartz vein system exposed within the southeast adit (#1) returned
low gold values. Grab samples of vein material by both the Company and PGS at the entrance to the adit
returned gold values in the 4.63 to 23.62 g/t range. Detailed geological mapping and sampling of the
veins and wall rocks is required to further explore this area.

Area 3: Gold Beetle 2 and 3, Cool Shaft, Yucca Claims

This area features broad northeast to north striking schist zones containing widespread quartz
veining/veinlets and associated silicification. Samples collected by the Company included several
samples which returned values of 3.87 g/t Au over 20 meters (grab samples), 0.86g/t Au over 100 feet
(grab samples), and 0.31 g/t Au over 100 meters (chip samples of selected veinlets). The Gold Beetle #2
claim lies along the same northeast-trending mineralized structure as the Gold Spring #2 claim.

The chip/grab samples taken across the schist zone were large individual samples, not composites.
Systematic channel sampling is recommended and sample widths should not exceed 10 feet. Some
clearing and trenching is required to improve exposure. Additionally, exploration should focus on the
fault zone between the granite and schist to explore for higher concentrations of gold mineralization.

Area 4: Gold Spring #2 Claim

This claim is west of the main Placerita gold mining camp and lies within a northeast trending silicified
schist belt with local larger quartz veins. The Gold Spring #2 claim lies along the same northeast-
trending zone as the Gold Beetle #2 claim, and these separate areas probably represent one large
mineralized structure. A copper-mineralized quartz vein up to two feet wide is exposed in old workings
and has a westerly strike. Sampling by the Company returned 5.96 g/t Au from a grab sample in a shaft
and 2.33 g/t Au from a grab sample from the shaft dump. Gold values in the 0.1 to 0.34 g/t range were
obtained from 50 quartz veinlet/schist and soil samples. Further sampling is recommended in this area.

Drilling

To PGS’s knowledge, no diamond core, reverse circulation or conventional drilling has been conducted
on the Placerita Gold Properties.

Sampling, Analysis and Security of Samples

The 2003 sampling conducted by the Company was conducted during preliminary prospecting and
involved chip and grab sampling. This was not under direct geologic supervision and sample locations



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                                                 - 22 -


are often approximate. Sampling by PGS involved standard chip and some representative grab sampling
with UTM coordinates of the samples determined using GPS. Sampling in old underground workings
was difficult because of dangerous conditions and variable surfaces. Surface outcrops and some old cuts
were badly weathered with local slumps again making sampling difficult.

The 2004 sampling program carried out by the Company involved rock, soil, and stream sediment
sampling with follow-up sampling of mineralization. The object of the vein sampling was to identify
gold mineralized areas. The sampling by the Company, the Previous Report Author and PGS are of
standard quality (see “Exploration” for a discussion of the methodology). Readers are cautioned that,
since the sampling was intended to determine the presence of anomalous metallic mineralization, the
samplers intentionally targeted material that would likely result in higher concentrations of gold
mineralization. Therefore, the assay results may not represent the average gold grades which are actually
present on the various claims.

Previous exploration programs in the property area were of a preliminary or prospecting nature, and the
security of samples was appropriate to such an early stage of exploration. The samples collected by the
Company during its 2004 exploration program were collected by Jan Ross. The samples taken in 2004
were all shipped directly to the laboratories with minimal handling. PGS considers the sampling
procedures by geologists and prospectors during 2003 and 2004 to be of acceptable quality. The sample
preparation and analytical procedures by the various laboratories were performed to industry standards.
Sample results and quality control has been closely monitored throughout the various sampling programs.

Three different laboratories were used for samples collected during the 2003 to July 2004 period:
Actlabs, Jacobs Assay Office, and Eco Tech Laboratory.

Gold values from the three laboratories were obtained by 30-gram assay (A.A. finish) and reported in g/t
(ppm) and/or oz/t. Eco Tech used standard multi-element ICP analysis to test for trace elements,
including silver. Some samples collected by the Previous Report Author during the 2004 program were
subject to several internal checks by the laboratory and were duplicated. Four samples checked using
metallic assays returned the following results:

  Sample                                     Original Assay       Metallic Assay
    No.                    Area                  Au g/t              Au g/t              % Increase

      1         Yucca Claim                        3.53                 4.07               +11.5
      7         Gold Beetle #2 Claim               2.16                 3.62               +16.8
     13         Gold Beetle Claim                 98.60               119.00               +12.07
     14         Gold Beetle Claim                  5.26                 5.84               +11.10

The metallic assays resulted in increases in sample gold values of between 11% and 17%. This indicates
that some coarser grained gold is probably present and not uniformly distributed.

Several independent checks were made on the analytical results by Jacobs Assay Office. Eco Tech
Laboratory tested pulps from five samples that had been forwarded from Jacobs for ICP analysis
(following Au assay) in July 2004. The five samples had a range in gold values from 0.14 to 8.40 g/t.
Both laboratories used the same assay method (AA finish) on 30-gram samples.

  The Company               Jacobs Lab                          Eco Tech Lab: Au g/t
   Sample No.              Original Au g/t          Check 1            Check 2              Mean

          15                    0.14                 0.48                  0.03             0.24


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  The Company               Jacobs Lab                              Eco Tech Lab: Au g/t
   Sample No.              Original Au g/t            Check 1             Check 2           Mean

        64                      1.23                    1.03                 1.19            1.11
        67                      4.49                    6.46                 6.22            6.34
       205                      8.40                   11.51                10.22           10.87
       253                      3.87                    4.22                 5.46            4.84

The first two samples with lower gold values were basically duplicated by Eco Tech Laboratory. The
three multi-gram gold values were repeated but consistently higher by Eco Tech Laboratory (between
125% and 141%). Eco Tech Laboratory staff noted significant variability in gold values within these three
samples which indicates a strong “nugget effect” (unevenly distributed coarser gold). In future, samples
with multi-gram gold values should be routinely double- or triple-checked by the laboratory.

PGS is of the opinion that the sample preparation procedures, the sample security and the analytical
procedures were adequate.

Data Verification

The 2003 sampling by the Company was performed to standard reconnaissance-level prospecting
protocol. Sample locations were not always clearly labelled in the field and thus PGS and the Previous
Report Author relied on Jan Ross and Raymond Allen to identify previous samples sites. Two sample
sites on the Yucca and Gold Beetle claims which were the same with the following results:

               Sample No.                           Au g/t                        Au g/t
          (The Previous Report               (The Previous Report          (The Company, 2003)
             Author, 2004)                      Author, 2004)

                      1                              4.1                              6.8
                     13                            118.9                            246.6

The Company sample gold values are higher; however, this may be a result of differences in sample size
between the Previous Report Author’s samples and the corresponding samples taken by the Company. It
is noteworthy that the gold values are of the same magnitude by the different samplers. It should also be
pointed out that the Previous Report Author’s samples were analyzed by Eco Tech Laboratory while
those by the Company were by Actlabs.

The independent property examination by PGS was conducted after the Previous Report Author’s
February 2004 examination at the request of the Company. PGS carefully examined one of the Previous
Reports (dated August 16, 2004) and discussed its contents with the Previous Report Author. The
investigations by the Previous Report Author and the Company produced very similar results and that
multi-gram gold values from the same sample locations were repeated using two different laboratories.

Mineral Resource and Mineral Reserve Estimates

To PGS’s knowledge, no reliable mineral resource or mineral reserve estimates are available for the
Placerita Gold Properties.




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                                                  - 24 -


Mineral Processing and Metallurgical Testing

To PGS’s knowledge, no reliable mineral processing and metallurgical testing data is available for the
Placerita Gold Properties.

Interpretation and Conclusions

PGS concluded the results of surface and subsurface geologic investigations, geologic mapping, sample
collection, independent laboratory analyses, and review of available geology, mining, and engineering
reports indicate the Placerita Gold Properties hold potential for containing gold exploration targets. The
gold values obtained by PGS during sampling and analysis are consistent with gold-mineralized veins,
and also consistent with the gold values obtained by the Previous Report Author and the Company. In
PGS’s view, this indicates the exploration programs conducted by the Company, the Previous Report
Author, and PGS were performed in the same areas. However, geochemical sampling conducted by PGS
was focused on areas that exhibited geologic evidence of anomalous gold mineralization and the results
may not be representative of the average gold concentrations on the Placerita Gold Properties.

PGS’s surface and underground geological investigations confirm the existence of favourable geologic
conditions and anomalous gold concentrations on the Placerita Gold Properties. These factors strongly
suggest there are local high concentrations of gold mineralization underlying the Placerita Gold
Properties. There are several exploratory drilling targets on the Placerita Gold Properties.

The initial preliminary exploration programs conducted by the Company, the Previous Report Author,
and PGS identified targets for subsequent detailed exploration in the old Placerita mining camp southwest
of Prescott, Arizona. The initial exploration programs involved geologic mapping and sampling of
numerous old workings and generally confirmed the results documented in the mining reports for the
area. Previous exploration and development had been conducted in the claim area but appears to have
been mostly surficial, and there has been no modern recent gold exploration activities documented in this
area.

Gold mineralization in the Placerita Gold Properties area is associated with veins that are hosted by
Proterozoic metavolcanics, schist, and granite. These are fissure veins with variable quartz-oxides that
range from a few centimetres to over two meters wide. Some veins can be traced for hundreds of meters
and exhibit northeast or northwest trends and generally steep dips. Gold grades are highly variable with a
range of less than 0.03 g/t to several hundred g/t. Historic exploration and development mining activities
appear to have generally focused on those areas with assay values greater than 7 g/t.

Previous gold mines in the region exploited local concentrations of oxide mineralization from veins near
the surface. Some of these mines became uneconomic and closed when the underground workings
reached the primary sulfide mineralization, which was lower in gold grade or metallurgically more
difficult to process. Both the oxidized and unoxidized portions of the veins are likely prospective for gold
mineralization. The objective of exploration is to locate higher grade material.

The 2004 sampling programs by the Company, the Previous Report Author, and PGS confirmed the
presence of vein-controlled gold mineralization on the Gold Beetle and Gold Beetle #2 claims and
surrounding area. Gold-bearing quartz vein targets were identified by sampling old workings on the Cool
Shaft, Pay Streak-Head Frame and Gold Spring claims, and future exploration in these areas is warranted.
Gold-quartz veins that occur at or near the surface appear to have received some historic pre 1940
exploration with local limited development (shafts, adits, test pits). Higher grade gold vein targets remain
a primary target for future exploration.




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                                                  - 25 -


The results of the 2004 exploration on the Gold Beetle #2, Yucca, Cool Shaft, and Gold Spring #2 areas
provide geologic exploration targets. These targets are related to broad schist zones with quartz veinlets,
silicification, and finely-disseminated gold mineralization. The Gold Beetle #2 and Gold Spring #2 areas
appear to lie along the same gold-mineralized vein system, and exhibit targets for detailed exploration
activities.

In PGS’s view, gold targets on the Placerita Gold Properties now require detailed sampling and geological
mapping by an experienced mining geologist. A systematic exploration program with follow up drilling
is recommended.

Recommendations

Parkinson, based on initial exploration activities conducted in 2003 and 2004, concluded that additional
geologic exploration investigations are required to delineate the extent of sub-surface gold mineralization
on the Placerita Gold Properties. Parkinson, therefore, recommends a two-phase exploration program for
the Placerita Gold Properties, consisting of Phases 1 and 2. Phase 1 involves detailed geologic mapping
and geochemical sampling by a qualified geologist to identify gold targets for follow up Phase 2 drilling.
The targets for Phase 2 drilling will be determined from Phase 1 results.

Exploration activities may indicate that additional ground may need to be acquired. The basic emphasis
should be directed to identifying and evaluating the gold-mineralization feeder systems to the Placerita
Gold Properties.

Phase 1 Exploration – Detailed Mapping and Sampling

Parkinson recommended a Phase 1 exploration program on the Placerita Gold Properties consisting of
detailed geological mapping of the surface exposures and underground workings, and collection of
additional rock-chip samples for geochemical analysis.

Detailed geological mapping should be conducted at sufficient scale to allow identification of individual
outcrops, prospects, structures and alteration zones (approximately 1:2000). This mapping should be
conducted on the surface, in the existing mine workings and within additional trenches. Outcrops,
prospects, adits, shafts, trenches and road cuts should be geologically mapped to identify the lithologic,
alteration and structural controls to gold mineralization.

Parkinson is of the view that detailed geochemical sampling is required to identify higher grade zones and
delineate exploratory drilling targets. Rock-chip samples should be collected from surface exposures
(outcrop and trenches) to identify the extent of anomalous metallic mineralization and assist in the
geologic interpretation of gold mineralization in the Placerita Gold Properties area. Trenching will be
necessary in some areas to expose outcrop or “sub crop” (loose rock from a near-source outcrop).
Additional rock-chip samples will also be collected from the various adits on the properties to assist in
formulating a 3-Dimensional geological, mineralogical, and structural model of gold mineralization.

The data generated will be used in conjunction with additional rock sampling to understand the geological
controls to gold mineralization.

Parkinson recommended that the results of the Phase 1 exploration mapping and sampling should be
recorded on topographic base maps and documented in a detailed report. The Phase 1 report will include
the identification of drill targets and include the specific orientation and depth for each drill hole.




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Phase 2 Exploration – Drilling

Phase 2 Exploration Drilling is contingent upon the results of Phase 1 exploration detailed mapping and
sampling. Parkinson recommended that the results of the Phase 1 exploration mapping and sampling
program should include the selection of priority drilling targets for preliminary testing during Phase 2.
This phase may include further prospecting and geological work to better define targets. Core drilling
and reverse-circulation drilling will both be necessary due to the geologic and logistic characteristics of
the Placerita Gold Properties. Core drilling is well-suited for the hard competent granitic rocks, whereas
reverse-circulation drilling may provide better results in the areas containing schist or fractured rock. The
Phase 2 exploration activities will be documented in maps, cross sections, tables, and reports prepared by
a qualified person.

The Company plans to carry out the two-phase exploration program recommended by Parkinson for
exploration and development of the Placerita Gold Properties.

Cost Estimate

The Company estimates the costs of carrying out the recommended exploration program on the Placerita
Gold Properties as follows:

Phase 1 Exploration – Detailed Mapping and Sampling
Detailed geological mapping and sampling
Geologist and assistant 15 days @ US$900/day                                           US$ 13,500
Per diem- 15 days @ US$200/day                                                         US$ 3,000
Vehicle- 1,000 miles @ US$1.00/mile                                                    US$ 1,000
Analytical 200 rock samples Au + ICP @ US$40 each                                      US$ 8,000
Reports, maps, clerical                                                                US$ 5,000
                                                                         Subtotal      US$ 30,500
Contingencies @ 10%                                                                    US$ 3,500
                                                         TOTAL PHASE 1                 US$ 34,000
Phase 2 Exploration- Drilling
Drill pad and access                                                                   US$ 10,000
1,000 meters of diamond core drilling @ US$100/metre                                   US$100,000
Analytical samples @ 1.5m = 660 samples 660 samples Au + ICP @ US$40 each              US$ 26,400
Reclamation                                                                            US$ 10,000
Reports and Maps                                                                       US$ 10,000
                                                                         Subtotal      US$156,400
Contingencies @10%                                                                         15,600
                                                              TOTAL PHASE 2            US$172,000

                                                                          TOTAL        US$206,000
                                     USE OF AVAILABLE FUNDS

Funds Available

As of August 31, 2007, the Company had working capital of approximately $197,474. The Company’s
working capital is comprised of the net proceeds of the private placement financings conducted by the
Company throughout 2006 and in January, March and June of 2007. See “Prior Sales” below for further
details.




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                                                      - 27 -


Principal Purposes

The Company plans to use the funds available to it as follows:

                                 Intended Use of Funds                                              Amount
To conduct Phase 1 Exploration Program upon Placerita Gold Properties                                $35,812(2)
including detailed mapping and sampling (1)
To pay the remaining estimated costs of this Prospectus(3)                                           $10,000
To cover estimated general and administrative expenses for a 12 month period                        $126,000
To provide general working capital                                                                   $25,662
TOTAL                                                                                               $197,474
(1)      See “Narrative Description of the Business – Mineral Projects – Principal Properties – Recommendations”.
(2)      Canadian funds equivalent to US$34,000 based on the Bank of Canada exchange rate of 1.0533 (0.9494) on
         September 6, 2007.
(3)      Estimated total costs of the Prospectus are $40,000.
The total funds available to the Company will not be sufficient to fully fund its 2007 exploration budget
(see “Narrative Description of the Business – Mineral Projects – Principal Properties –
Recommendations”). The Company will need to raise additional funds to complete its Phase 2 work
program.

While the Company intends to use its available funds as indicated above, there may be circumstances,
where, for sound business reasons, a reallocation of funds may be necessary or desirable. See “Risk
Factors”.

Sources of Funding

As no securities are being offered pursuant to this Prospectus, no proceeds will be raised.

                   SELECTED CONSOLIDATED FINANCIAL INFORMATION AND
                        MANAGEMENT’S DISCUSSION AND ANALYSIS

Selected Consolidated Financial Information

The following table sets forth summary financial information for the Company for each of the periods
indicated. This information has been summarized from the Company’s audited consolidated financial
statements and unaudited interim consolidated financial statements for these periods, and should only be
read in conjunction with the financial statements, and accompanying notes, included elsewhere in this
Prospectus.

                                   Six months                     Year ended
                                 ended June 30,   Year ended        Dec. 31,      Year ended            Year ended
                                      2007        Dec. 31, 2006     2005(1)      Jan. 31, 2005(1)      Jan. 31, 2004
                                  (unaudited)      (audited)       (audited)       (audited)             (audited)

Total Revenue                            Nil             Nil        $17,500          $22,869              $46,102
Income from Operations:
– total                                  Nil             Nil            Nil               Nil                  Nil
– per share basic and dilutive           Nil             Nil            Nil               Nil                  Nil
Net Income (Loss):
– total                               98,724      ($141,921)       ($3,927)        ($34,397)            ($92,358)
– per share basic and dilutive       ($0.03)          ($0.06)        ($0.01)          ($0.02)              ($0.04)
Total Assets                       $263,765          $87,083        $78,769          $80,095             $122,360



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                                                          - 28 -

                                  Six months                            Year ended
                                ended June 30,       Year ended           Dec. 31,       Year ended          Year ended
                                     2007            Dec. 31, 2006        2005(1)       Jan. 31, 2005(1)    Jan. 31, 2004
                                 (unaudited)          (audited)          (audited)        (audited)           (audited)

Total Long-term Liabilities              Nil                Nil               Nil                Nil                Nil
Cash Dividends declared                  Nil                Nil               Nil                Nil                Nil
Shareholder’s Equity               $236,673             $56,582           $51,628            $55,555            $89,952
Number of Common Shares            4,057,520          2,870,220         2,250,000          2,250,000          2,250,000

(1)      During the period of December 31, 2005, the Company changed its financial year end from January 31 to
         December 31. Hence the financial information that is presented for the December 31, 2005 period is for the 11-month
         period ended December 31, 2005.

Dividends

There are no restrictions on the Company’s ability to pay dividends. The Company has not paid
dividends in the past, and has no present intention of paying dividends in the future. Instead, the
Company anticipates that it will apply any future earnings to exploration and business development until
such time as the Company has a stable and profitable cash flow.

Management’s Discussion and Analysis

General

This Management Discussion and Analysis (“MD&A”) of the Company provides analysis of the
Company’s financial results for the year ended December 31, 2006 and the six-month interim period
ended June 30, 2007. The following information should be read in conjunction with the accompanying
audited consolidated financial statements and related notes thereto for the years ended December 31, 2006
and 2005 and the unaudited consolidated financial statements and related notes thereto for the six-month
period ended June 30, 2007. All financial information in this MD&A is prepared in accordance with
Canadian generally accepted accounting principles.

(Note: There are no comparatives between the quarters as the Company is a non-reporting issuer and,
therefore, other than the unaudited consolidated financial statements for the six-month period ended
June 30, 2006, has only annual financial statements.)

The Company is currently seeking additional financing (through private placements) for working capital
and exploration purposes.

Overall Performance

The Company’s focus in 2006 and throughout 2007 was to raise funds through private placements and to
use the funds to pay off the 2005 liabilities, and to fund the 2006 operations.

The Company was able to raise gross proceeds of $145,300 in 2006 by issuing 581,200 units (each unit
consists of one Common Share and one Warrant), and $293,750 from January 1, 2007 to the date of this
Prospectus by issuing 1,175,000 units, all through private placements.

In addition, the Company received $350 in 2006 in respect of the exercise of Warrants to purchase 1,000
Common Shares and received $840 from January 1, 2007 to the date of this Prospectus in respect of the
exercise of Warrants to purchase 2,400 Common Shares.




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                                                   - 29 -


On December 31, 2006 the Company issued 38,020 units, in respect of services valued at $9,505. On
January 31, 2007 the Company issued 9,900 units, with a deemed value of $2,475, as a finder’s fee in
connection with a private placement.

See “Prior Sales”.

Overall, the Company’s stated objectives for 2006 and throughout 2007 have been accomplished.

Results of Operations

As the Company is still in the exploration phase it did not generate revenues in 2006 or 2007 and only
generated revenues of $17,500 in 2005 from a small drilling contract which the Company took on. The
drilling work also allowed the Company to test its diamond drill which was purchased in 2004 and
refurbished in 2005. The Company had revenues of $22,869 in 2004 by renting out mining equipment.

The Company’s net loss in 2006 totalled $141,921 compared to $3,927 in 2005. The reason the Company
had a small loss in 2005 was because it was able to offset its 2005 loss by a gain of $124,156 from the
sale of underground mining equipment. In 2004 the Company’s net loss was $34,397. The net loss in
2004 was also offset by a gain of $51,089 from the sale of a property option and a gain of $13,100 from
the sale of underground mining equipment.

The Company’s net loss for the six-month period ended June 30, 2007 was $98,724 compared to a net
loss of $63,924 for the six-month period ended June 30, 2006.

The Company incurred expenses totalling $141,573 in 2006, which included: accounting, audit and legal
fees of $25,698, wages and employee benefits of $49,390, property licence, dues and fees of $8,242,
amortization of $16,379, automotive expenses (fuel and repairs) of $7,522, telephone expenses of $4,922,
rent of $2,647, advertising costs in various media of $13,175, bank charges and interest costs of $2,089,
travel costs of $1,763 and office and miscellaneous fees and expenses of $9,746. The Company incurred
expenses of $121,234 in 2005 and $123,729 in 2004. The Company incurred expenses totalling $98,792
for the six-month period ended June 30, 2007, which included: accounting, audit and legal fees of
$41,085, wages and employee benefits of $28,245, property license, dues and fees of $9,100, amortization
of $6,072, automotive expenses (fuel and repairs) of $3,549, telephone expenses of $1,862, rent of
$1,400, and office and miscellaneous fees and expenses of $6,025 compared to $63,409 for the same
period ended June 30, 2006.

The main increases in expenses in 2006 compared to 2005 and in the six month period ended June 30,
2007 compared with the same period in 2006 were in advertising and office (which were associated with
capital raising efforts and share issuance and compliance costs). The Company also had a significant
increase in professional fees relating to auditing the Company’s previous years financial statements and
legal fees for preparing investor exemption documents as well as the costs related to the Prospectus.

Liquidity and Capital Resources

The Company has limited capital resources and has to rely upon the sale of equity by private placements,
as it is still in the exploration stages with its mineral properties, and will have to further rely on equity
offerings until it raises substantial capital to carry out the exploration and potential mining development
once resources are proven economic. As of August 31, 2007, the Company has a working capital of
approximately $197,474. The Company has no significant, major commitments.




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                                                        - 30 -


Management will also raise additional capital in order to fund the recommended Phase 2 work program.
The decision to proceed with Phase 2 exploration drilling will be based on the exploration results of
Phase 1. See “Narrative Description of the Business – Mineral Projects – Principal Properties,
Recommendations”.

Related Party Transactions

The Company incurred and/or paid fees and expenses directly and indirectly to certain officers and
directors, the amounts incurred are summarized as follows:

                                               Six Months               Year      11 Months          Year
                                                    Ended             Ended           Ended        Ended
                                                  June 30,       December 31,   December 31,   January 31,
                                                     2007               2006           2005          2005
Wages and Management Fees(1)
Wages and management fees charged
by the President and Directors of the
Company for services performed.                     $28,245           $46,255        $44,483       $36,800

(1)     See “Directors and Officers – Executive Compensation”.


                                   DESCRIPTION OF THE SECURITIES

No securities are being offered pursuant to this Prospectus.

The authorized share capital of the Company consists of an unlimited number of Class “A” voting
common shares without par value (the “Common Shares”) and an unlimited number of Class “B”
non-voting common shares without par value (the “Class “B” Common Shares”). As of the date of this
Prospectus, 4,057,520 Common Shares and nil Class “B” Common Shares were issued and outstanding as
fully paid and non-assessable shares. Subject to the Canada Business Corporations Act, the Company
may alter its share capital by special resolution of the Company’s shareholders.

The holders of the Common Shares are entitled to receive notice of and to attend and vote at all meetings
of the shareholders of the Company and each Common Share confers the right to one vote in person or by
proxy at all meetings of the shareholders of the Company. There are no dividend rights, pre-emptive
rights or conversion rights and no provisions for redemption, purchase, or cancellation, surrender or
sinking or purchase funds attached to the Common Shares. In the event of the dissolution or winding-up
of the Company, each Common Share participates equally in the remaining assets of the Company. The
issued Common Shares are not redeemable.

The holders of the Class “B” Common Shares are not entitled to vote at all meetings of the shareholders
of the Company, except as otherwise specifically provided in the Canada Business Corporations Act.
The holders of the Class “B” Common Shares are entitled to receive such dividends in any financial year
as the board of directors of the Company may determine by resolution. Dividends may be paid in money
or property or by issuing fully-paid shares or bonds, debentures or other securities in the Company. In the
event of the dissolution or winding-up of the Company, the holders of the Class “B” Common Shares are
entitled to repayment of the amount paid for such shares, plus any declared and unpaid dividends, in
priority to holders of Common Shares, but shall not be entitled to participate further in profits or assets.




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                                                        - 31 -


                                    CONSOLIDATED CAPITALIZATION

Consolidated Capitalization

The following table summarizes changes in the Company’s capitalization since December 31, 2006:

                                Authorized as at                         Outstanding as at   Outstanding on a
                                 the date of this     Outstanding as      the date of this    fully-diluted
       Description                 Prospectus         at Dec. 31, 2006     Prospectus(1)          basis(2)

Class “A” Common Shares             Unlimited            2,870,220           4,057,520          5,898,240
Class “B” Common Shares             Unlimited               Nil                 Nil                Nil
Long-term Debt                        N/A                   Nil                 Nil                Nil

(1)     See “Prior Sales”.
(2)     See “Options to Purchase Securities”.


                                                    STOCK SPLIT

On June 4, 2007 the shareholders of the Company approved a subdivision of the issued and outstanding
Common Shares on a one for two basis pursuant to Section 173(1)(h) of the Canada Business
Corporations Act (the “Stock Split”). The Company intends to complete the Stock Split subsequent to
the filing of this Prospectus.

                                  OPTIONS TO PURCHASE SECURITIES

Options to Purchase Securities

The Company has not granted any incentive stock options to purchase Common Shares or Class “B”
Common Shares.

Warrants

As at the date of this Prospectus, the Company has 1,840,720 Warrants issued and outstanding, which
expire in May and September 2008. See “Prior Sales”.




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                                                          - 32 -


                                                    PRIOR SALES

The following table summarizes securities issued by the Company in the 12 months preceding the date of
this Prospectus:

                            Type of Security            Number of                   Price per              Total Funds
Date of Issuance                Issued               Securities Issued              Security               Received(6)

April 10, 2006                   Units(1)                   183,000                   $0.25                  $45,750
May 1, 2006                     Units(1) (4)                 29,500                  $0.25 (4)                $7,375
May 5, 2006                     Units(1) (4)                 20,000                  $0.25 (4)                $5,000
May 25, 2006                    Units(1) (4)                  1,000                  $0.25 (4)                 $250
May 31, 2006                    Units(1) (4)                  1,000                  $0.25 (4)                 $250
June 21, 2006                   Units(1) (4)                  1,000                  $0.25 (4)                 $250
August 29, 2006                 Units(1) (4)                  1,400                  $0.25 (4)                 $350
August 31, 2006                 Units(1) (4)                 53,900                  $0.25 (4)               $13,475 (4)
November 14, 2006                Units(1)                    52,000                   $0.25                  $13,000
November 14, 2006              Common (2)                     1,000                   $0.35                    $350
December 31, 2006                Units(1)                   238,400                   $0.25                  $59,600
December 31, 2006                Units(1)                    38,020                  $0.25 (5)                $9,505
January 31, 2007                 Units(1)                   330,000                   $0.25                  $82,500
January 31, 2007                 Units(1)                     9,900 (3)              $0.25 (3)                $2,475 (3)
March 28, 2007                   Units(1)                   400,000                   $0.25                 $100,000
April 5, 2007                  Common (2)                     2,400                   $0.35                    $840
June 13, 2007                    Units(1)                   445,000                   $0.25                 $111,250
(1)     Each unit consists of one Common Share and one Warrant (see “Options to Purchase Securities”).
(2)     Common Shares issued on exercise of Warrants.
(3)     A total of 9,900 units were issued at a deemed price of $0.25 to Doren Quinton as a finders’ fee in respect of
        Mr. Quinton’s efforts in locating investors for the January 31, 2007 private placement.
(4)     Deemed price of $0.25. Purchasers paid $0.50 for each of 53,900 units sold between May 1, 2006 and August 29, 2006
        (the “Original Units”) and on August 31, 2006 those purchasers received, at no charge, an additional unit for each
        Original Unit in order to adjust the average consideration paid to $0.25 per unit purchased. All funds were received at
        the time of purchase of the Original Units, including the $13,475 received in respect of the units issued on August 31,
        2007.
(5)     Deemed price of $0.25. A total of 38,020 Units were issued for services valued at $9,505.
(6)     Before deduction of commissions and finder’s fees.


                                            ESCROWED SECURITIES

Escrowed Securities

There are no securities of the Company held in escrow.

Securities Subject to Resale Restrictions

In certain circumstances, MI 45-102 imposes resale restrictions on securities sold under prospectus and
registration exemptions. Securities sold by reporting issuers are generally subject to a four month
“seasoning period” or a four-month “restricted period” commencing on the date of distribution of the
securities in question. In the Company’s case, all of its outstanding Common Shares are subject to
indefinite hold periods that will terminate once the Company becomes a reporting issuer. These shares
may not be transferred during this period except in accordance with another exemption permitted by
applicable securities laws.



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                                          PRINCIPAL SHAREHOLDERS

To the knowledge of the directors and officers of the Company, as of August 29, 2007, no person owns or
exercises control or direction over securities of the Company carrying more than 10% of the votes
attached to the securities except for the following:

                                                                                      Percentage Held of 4,057,520
Name                                          Number of Shares Owned                 Voting Shares of the Company

Jan Charles Ross                                    1,000,000(1)                               24.65%

(1)      4,000 Common Shares are also held by Mr. Ross’s spouse (see “Directors and Officers – Name, Address, Occupation
         and Security Holding”).


                                          DIRECTORS AND OFFICERS

Name, Address, Occupation and Security Holding

The following table provides the names, municipalities of residence, position, principal occupations and
the number of voting securities that each director and officer of the Company beneficially owns, directly
or indirectly, or exercises control over, as of the date hereof:

                                                                                                    Number of
                                                                                               Common Shares held
                                                                                                  (% of 4,057,520
Name and municipality      Position with               Principal occupation within            issued and outstanding
    of residence            Company                     the preceding five years,                Common Shares)

Jan Charles Ross         President, CEO        President of the Company since April 2003.      1,004,000(1) (24.74%)
Kamloops, BC             and Director since    Engaged in the mining business for 23 years
                         April 23, 2003        working in both conventional and mechanized
                                               mines. Prior to joining the Company,
                                               Mr. Ross started his own mining and
                                               consulting companies specializing in mining
                                               of high-grade gold properties.

Albert Gurney            Director since        CFO of the Company. Previously employed            39,292 (0.97%)
Kamloops, BC             February 15, 2006     by Midland Walwyn as a Financial Consultant
                                               and Registered Representative.

Leo Lindinger            Director since        Consulting geoscientist; owns and operates               Nil
Kamloops, BC             April 2, 2007         Renaissance Geoscience Services Inc.

Doren Quinton            Director since        Owns and operates Quinton Investment              249,920(2) (6.16%)
Kamloops, BC             April 2, 2007         Services and The Small Cap Conference;
                                               director of The MediaWave Group of
                                               Companies.

(1)      Mr. Ross owns 1,000,000 Common Shares in his own name, and 4,000 Common Shares are owned by his spouse
         Gabriella Cole.
(2)      Mr. Quinton owns 81,920 Common Shares in his own name, 140,000 Common Shares in his wholly-owned company
         547853 B.C. Ltd. and 28,000 Common Shares are owned by his spouse Lori Quinton.

The term of office of each of the directors expires annually at the time of the Company’s Annual General
Meeting. Officers hold their respective offices at the discretion of the Company’s directors and may be
removed at any time.


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                                                  - 34 -


The Company has not established any committees of the board of directors. For reporting issuers that
have not established an audit committee, such as the Company, the audit committee is defined as the
entire board of directors. Accordingly, the Company’s audit committee is comprised of Mr. Ross,
Mr. Gurney, Mr. Lindinger and Mr. Quinton.

The following are brief descriptions of the Company’s management:

Jan Charles Ross, age 45. Mr. Ross started his mining career working for several years as a geologist’s
assistant in exploration camps in the Northwest Territory (the “NWT”) after graduating from high school
in 1980. Mr. Ross then became an exploration driller (both diamond and RC drills), delineating ore zones
in several mining camps in the NWT, and eventually moved into mining operations (both conventional
and mechanized mines), working at several underground and open pit mines in the NWT, including the
Giant, Con, Ptarmigan, Tom, and Polaris mines. In the late 1990s, Mr. Ross started his own consulting
and contracting company that specialized in delineating smaller gold properties for tenure holders. After
the downturn in the last mining cycle, Mr. Ross started a high-tech software-development company which
developed software for the mining and construction industries, however, after two years of software
development, the company was unable to raise the capital to launch its products due to a significant
downturn in the technology industry. Mr. Ross returned to the mining industry in 2003 when he joined
the Company. Mr. Ross will devote between 30 and 40 hours per week to the Company in managing
everyday operations and in planning and executing exploration programs.

Albert H. (Bert) Gurney, age 77. Mr. Gurney received his BA in chemistry from the University of
British Columbia, and then spent 10 years with Canadian Industries Ltd. in the production of commercial
high explosives, first as a chemist, and later as production supervisor. For the next 20 years, Bert owned
a full-service Esso Station in Kamloops, B.C., and then, in 1979, Bert became a Financial Advisor with
Midland Walwyn where he worked until his retirement in 1985. Mr. Gurney will devote approximately
12 hours per month to the Company in his capacity as CFO and Director.

Joseph Eugene Leopold (Leo) Lindinger, age 51. Mr. Lindinger is a professional geoscientist registered
with the Association of Professional Engineers and Geoscientists of British Columbia. Mr. Lindinger has
27 years of post-graduate experience in mineral exploration and mining, including grass-roots
exploration, advanced project development, mineral resource estimation and mining operations on various
projects encompassing many deposit types throughout North America. He is currently a consulting
geoscientist based in Kamloops, British Columbia and owns and operates Renaissance Geoscience
Services Inc. Mr. Lindinger will devote approximately eight hours per month to the Company in his
capacity as director and in preparing geological reports and in reviewing exploration programs and
results.

Doren Quinton, age 36. Mr. Quinton is President of 547853 B.C. Ltd., which operates as Quinton
Investment Services. 547853 BC Ltd. owns and operates QIS Capital, an investor information resource,
as well as The Small Cap Conference, a successful conference series in Western Canada designed for
fundamental small-cap investors and public companies. Mr. Quinton is also a co-founder and director of
The MediaWave Group of Companies, a consortium of e-commerce companies involved in the retail and
wholesale distribution of home, health, leisure and pet products. Mr. Quinton has more than 10 years
experience in the public markets, assisting in investor relations, financing, and research. Mr. Quinton will
devote approximately 8 hours per month to the Company in his capacity as director and in investor
relations.




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                                                   - 35 -


Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

No director or officer of the Company, nor any shareholder holding a sufficient number of securities of
the Company to affect materially the control of the Company, is, or within 10 years before the date of this
Prospectus, has been, a director or officer of any issuer that, while that person was acting in that capacity:

        (a)     was the subject of a cease trade or similar order, or an order that denied the issuer access
                to any statutory exemptions, for a period of more than 30 consecutive days; or

        (b)     became bankrupt, made a proposal under any legislation relating to bankruptcy or
                insolvency or was subject to or instituted any proceedings, arrangement or compromise
                with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Corporate Penalties or Sanctions

No director or officer of the Company, nor any shareholder holding sufficient securities of the Company
to affect materially the control of the Company, has:

        (a)     been subject to any penalties or sanctions imposed by a court relating to Canadian
                securities legislation or by a Canadian securities regulatory authority or has entered into a
                settlement agreement with a Canadian securities regulatory authority; or

        (b)     been subject to any other penalties or sanctions imposed by a court or regulatory body
                that would be likely to be considered important to a reasonable investor making an
                investment decision.

Personal Bankruptcies

Jan Charles Ross made a voluntary assignment into bankruptcy in April 2002 and was discharged in
January 2003. The assignment into bankruptcy resulted from involvement in a company which developed
software for the mining and construction industries. Before the company could raise the necessary capital
to launch its software products the high-tech sector suffered a significant downturn.

Except as disclosed above, no director or officer of the Company, nor any shareholder holding sufficient
securities of the Company to affect materially the control of the Company, nor a personal holding
company of any such persons has, within the 10 years before the date of this Prospectus, become
bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to
or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver
manager or trustee appointed to hold the assets of the director or officer.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers of other companies or have
significant shareholdings in other resource companies and, to the extent that such other companies may
participate in ventures in which the Company may participate, the directors of the Company may have a
conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the
event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has
such a conflict will abstain from voting for or against the approval of such a participation or such terms.
From time to time, several companies may participate in the acquisition, exploration and development of
natural resource properties thereby allowing for their participation in larger programs, permitting
involvement in a greater number of programs and reducing financial exposure in respect of any one



V29285\VAN_LAW\ 308553\4
                                                      - 36 -


program. It may also occur that a particular company will assign all or a portion of its interest in a
particular program to another of these companies due to the financial position of the company making the
assignment. The directors of the Company are required to act honestly, in good faith and in the best
interests of the Company. In determining whether or not the Company will participate in a particular
program and the interest therein to be acquired by it, the directors will primarily consider the degree of
risk to which the Company may be exposed and its financial position at that time.

The directors and officers of the Company are aware of the existence of laws governing the accountability
of directors and officers for corporate opportunity and requiring disclosures by the directors of conflicts
of interest and the Company will rely upon such laws in respect of any directors’ and officers’ conflicts of
interest or in respect of any breaches of duty by any of its directors and officers. All such conflicts will be
disclosed by such directors or officers in accordance with applicable laws and shall govern themselves in
respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.
The directors and officers of the Company are not aware of any such conflicts of interests.

Executive Compensation

The Company does not anticipate making any material changes to the compensation it currently pays to
its executives.

There are presently two named executive officers (each a “NEO” or “Named Executive Officer”) of the
Company, being Jan Ross, the Chief Executive Officer and Albert Gurney, the Chief Financial Officer.
Except as set out below, during the financial year ended December 31, 2006 and for the six-month period
ended June 30, 2007, no payments were made, directly or indirectly, by the Company to the directors and
officers of the Company or any parties related to them.

Summary Compensation Table

                                                                            Long-Term Compensation

                      Annual Compensation                               Awards                      Payouts

                                                               Securities
                                                     Other       Under       Shares or
                                                     Annual    Options/     Units Subject               All Other
                                                    Compen-     SARs(1)      to Resale      LTIP(2)     Compen-
 NEO Name and                    Salary     Bonus    sation     Granted     Restrictions    Payouts      sation
Principal Position      Year       ($)       ($)       ($)        (#)            ($)          ($)           ($)

Jan C. Ross,           2007(5)   28,245      Nil      Nil         Nil            Nil          Nil             Nil
Chief Executive         2006     45,755      Nil      Nil         Nil            Nil          Nil             Nil
Officer                 2005     43,733      Nil      Nil         Nil            Nil          Nil             Nil
                        2004     32,900      Nil      Nil         Nil            Nil          Nil             Nil

Albert H. Gurney(3)    2007(5)      Nil      Nil      Nil         Nil            Nil          Nil             Nil
                        2006        Nil      Nil      Nil         Nil            Nil          Nil             Nil
                        2005        Nil      Nil      Nil         Nil            Nil          Nil             Nil
                        2004        Nil      Nil      Nil         Nil            Nil          Nil             Nil

Douglas J. Kozak(4)    2007(5)      Nil      Nil      Nil         Nil            Nil          Nil             Nil
                        2006        500      Nil      Nil         Nil            Nil          Nil             Nil
                        2005        750      Nil      Nil         Nil            Nil          Nil             Nil
                        2004      3,900      Nil      Nil         Nil            Nil          Nil             Nil




V29285\VAN_LAW\ 308553\4
                                                            - 37 -


(1)     “SAR” or “Stock appreciation right” means a right granted by the Company, as compensation for services rendered, to
        receive a payment of cash or an issue or transfer of securities based wholly or in part on changes in the trading price of
        publicly traded securities of the Company.
(2)     “LTIP” or “long term incentive plan” means any plan which provides compensation intended to serve as incentive for
        performance to occur over a period longer than one financial year, but does not include option or stock appreciation
        right plans or plans for compensation through restricted shares or restricted share units.
(3)     Mr. Gurney was appointed CFO of the Company on April 2, 2007.
(4)     Mr. Kozak ceased to be an officer of the Company on April 2, 2007.
(5)     For the six-month period ended June 30, 2007.

Long-Term Incentive Plan Awards in the Most Recently Completed Financial Year

The Company did not have any long-term incentive plans during the most recently completed financial
year or for the six-month period ended June 30, 2007.

Option/SAR Grants During the Most Recently Completed Financial Year

The Company granted no stock options or stock appreciation rights (“SAR”) to the Named Executive
Officers during the most recently completed financial year or for the six-month period ended June 30,
2007.

Aggregated Option/SAR Exercises During The Most Recently Completed Financial Year And
Financial Year-End Option/SAR Values

None of the Named Executive Officers, directors or officers of the Company exercised any options in
respect of the Company’s shares during the most recently completed financial year or for the six-month
period ended June 30, 2007.

Termination of Employment, Change in Responsibilities and Employment Contracts

The Company is not a party to any contracts, and has not entered into any plans or arrangements which
require compensation to be paid to any of its Directors, officers or employees in the event of resignation,
retirement or any other termination of employment with the Company, a change of control of the
Company, or a change in the director, officer or employee’s responsibilities following a change of
control.

Compensation of Directors

The Company provides no compensation to its directors in their capacity as directors. The Company
provides a salary to its one of its executive officers, Jan Ross, who also serves as a director, in his
capacity as an officer. See “Material Contracts”.

                  INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Indebtedness of Directors and Executive Officers

No individual who is, or at any time during the most recently completed financial year of the Company or
for the six-month period ended June 30, 2007, was, a director or executive officer of the Company, or
who was an associate of such an individual, (a) is indebted to the Company or a subsidiary of the
Company; or (b) whose indebtedness to another entity is the subject of a guarantee, support agreement,
letter of credit or other similar arrangement or understanding provided by the Company or a subsidiary of
the Company.



V29285\VAN_LAW\ 308553\4
                                                   - 38 -


                                   LISTING OF COMMON SHARES

The Company has received conditional approval to list the Common Shares on the CNQ. Listing will be
subject to the Company fulfilling all the listing requirements of the CNQ.

                                            RISK FACTORS

An investment in the Company is highly speculative and involves a number of significant risks. The
Company’s securities are suitable only for those persons who are willing to rely upon the ability,
judgement and integrity of the management and directors of the Company and who can afford a total loss
of their investment. Each person should carefully consider the following risk factors, many of which are
inherent in the ownership of securities of a junior resource corporation.

Limited Operating History

The Company has no history of earnings. There are no known commercial quantities of mineral reserves
on any of the Company’s mineral properties. There is no guarantee that economic quantities of mineral
reserves will be discovered on the Company’s mineral properties.

No Known Body of Commercial Ore

The Principal Properties are in the exploration stage only. None of the Principal Properties, at this time,
contains a known body of commercial ore. Proposed exploration programs constitute exploratory
searches for a commercial ore body, and the Company provides no assurance that it will be successful in
its efforts.

Nature of Mineral Exploration and Mining

There is no known economic recoverable mineral resource upon any of the Principal Properties.
Development of any of the Principal Properties will follow only upon obtaining satisfactory exploration
results. Mineral exploration and development involves a high degree of risk and of those properties which
are explored, few are developed into producing mines. The Company provides no assurance that its
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 out of the Company’s
control.

The Company must make substantial expenditures to establish proven mineral reserves through
exploratory drilling and, if warranted, to develop mining and processing facilities and infrastructure at any
potential mine site. The Company provides no assurance that it will discover a mineral deposit of
sufficient quality to justify commercial operations or that the Company can obtain, on a timely basis,
funds required for development. Mineral exploration is subject to a high degree of risk, which even a
combination of experience, knowledge, and careful evaluation may not overcome.

Mineral Deposits and Productions Costs; Metal Prices

Many factors affect the economics of developing mineral deposits, including variations in ore grade, cost
of operations, and price fluctuations in of products sold. Metal prices influence heavily the value of the
Principal Properties. Metal prices can and do change by substantial amounts over short periods of time,
and are affected by numerous factors beyond the Company’s control, including changes in supply and
demand, international economic and political trends, inflation, currency exchange fluctuations, interest



V29285\VAN_LAW\ 308553\4
                                                   - 39 -


rates and global or regional consumption patterns, speculative activities and increased production arising
from improved mining and production methods and new discoveries. The Company provides no
assurance that the prices of mineral products will be sufficient to ensure that any of the Principal
Properties can be mined profitably. Depending on the price received for minerals produced, the Company
may determine that it is impractical to commence or continue commercial production. The grade of any
ore ultimately mined from a mineral deposit may differ from that predicted by drilling results. Production
volumes and costs can be affected by such factors as the proximity and capacity of processing facilities,
permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties,
unusual or unexpected geological formations and work interruptions. Short-term factors relating to
mineral reserves, such as the need for orderly development of ore bodies or the processing of new or
different grades, may also have an adverse effect on the results of operations. Moreover, the Company
provides no assurance that mineral recovery achieved in small-scale laboratory tests will be duplicated in
production-scale conditions. Although the Company will take precautions to minimize risks, processing
operations are subject to hazards such as equipment failure or failure of tailings impoundment facilities,
which may result in environmental pollution and consequent liability.

Exploration and Development Risks

Mineral exploration and mining involve considerable financial and technical risk. The Company must
make substantial expenditures to establish mineral reserves, to evaluate metallurgical processes and to
construct mining and processing facilities at a particular site. The Company provides no assurance that its
planned exploration program will result in profitable commercial mining operations, as few properties
that are explored are ultimately developed into producing mines. Unusual or unexpected geological
formations, unstable ground conditions that could result in cave-ins or land slides, floods, power outages
or fuel shortages, labour disruptions, fires, explosions, and the inability to obtain suitable or adequate
machinery, equipment or labour are risks associated with the conduct of exploration programs and the
operation of mines. In addition, social unrest in areas adjacent to the Principal Properties could have a
material adverse effect on the Company’s activities. The Company has no experience in the development
and operation of mines and in the construction of facilities required to bring mines into production. The
Company has relied and may continue to rely upon consultants for construction and operating expertise.

Additional Financing

The Company has limited financial resources and provides no assurance that it will obtain additional
funding for further exploration and development of its projects or to fulfill its obligations under applicable
agreements. The Company provides no assurance that it will be able to obtain adequate financing in the
future or that the terms of such financing will be favourable. Failure to obtain such additional financing
could result in delay or indefinite postponement of further exploration and development of the Company’s
Properties with the possible dilution or loss of such interests. Further, revenues, financings and profits, if
any, will depend upon various factors, including the success, if any, of exploration programs and general
market conditions for natural resources. The Company provides no assurance that it can operate
profitably or that it will successfully implement its plans for its further exploration and development of its
Properties.

Calculation of Reserves and Metal Recovery

There is a degree of uncertainty in the mineral reserves and mineral resources grades calculated for future
production. Until mineral reserves or mineral resources are actually mined and processed, readers must
consider the calculated reserves, resources and grades as estimates only. In addition, mineral reserve or
mineral resource estimates may vary with changing metal prices. Any material change in the estimate of
mineral reserves, mineral resources, grade or stripping ratio may affect the economic viability of the


V29285\VAN_LAW\ 308553\4
                                                    - 40 -


Principal Properties. The Company provides no assurance that the mineral recoveries achieved in small-
scale laboratory tests will be duplicated in large tests under on-site conditions or during production.

Permits and Licenses

The Company will require licenses and permits from various governmental and non-governmental
authorities for its operations. The Company has obtained, or plans to obtain all necessary licenses and
permits required to carry on the activities it is currently conducting or which it proposes to conduct under
applicable laws and regulations. However, such licenses and permits are subject to change in regulations
and in various operating circumstances. The Company provides no assurance that it will obtain all
necessary licenses and permits required to carry out exploration, development and mining operations.

No Assurance of Title to Property

While the Company has conducted title searches on all of its mineral properties and, to the best of its
knowledge, title to all of the Principal Properties are in good standing, this is not a guarantee of title. The
Company’s claims may be subject to prior unregistered agreements or transfers or third party land claims
and title may be affected by undetected defects. Furthermore, The Company provides no assurance that
its interests in Principal Properties may not be challenged or impugned.

Environmental and other Regulatory Requirements

The Company required permits from various levels of government for current or future operations,
including exploration and development activities and production. Such operations are and will be
governed by laws and regulations governing prospecting, development, mining, production, exports,
taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. The Company believes it is in substantial compliance with all
material laws and regulations that currently apply to its activities. The Company provides no assurance
that it will obtain, at all or on reasonable terms, permits required for construction of mining facilities and
conduct of mining operations, particularly environmental permits, or that compliance with applicable laws
and regulations would not have an adverse effect on the profitability of any mining project the Company
undertakes. Failure to comply with applicable laws, regulations, and permitting requirements may result
in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to
cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of
additional equipment, or remedial actions. Parties engaged in mining operations may be required to
compensate those suffering loss or damage by reason of the mining activities and may have civil or
criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular,
environmental laws. Amendments to current laws, regulations and permits governing operations and
activities of mining companies, or more stringent implementation thereof, could have a material adverse
impact on the Company and cause increases in capital expenditures or production costs or reduction in
levels of production at producing properties or require abandonment or delays in development of new
mining properties.

Political Regulatory Risks

Any changes in government policy may result in changes to laws affecting ownership of assets, mining
policies, monetary policies, taxation, rates of exchange, environmental regulations, labour relations,
repatriation of income and return of capital. This may affect both the Company’s ability to undertake
exploration and development activities in respect of the Principal Properties in the manner currently
contemplated, as well as its ability to continue to explore, develop and operate the Principal Properties.




V29285\VAN_LAW\ 308553\4
                                                  - 41 -


The possibility that future governments may adopt substantially different policies, which might extend to
expropriation of assets, cannot be ruled out.

Currency Risk

Currency fluctuations may affect the cash flow which the Company may realize from its operations, since
most mineral commodities are sold in a world market in United States dollars. The Company’s costs are
incurred primarily in Canadian dollars.

Dependence on Key Individuals

The Company is dependent on a relatively small number of key personnel, the loss of any one of whom
could have an adverse effect on the Company. In addition, the Company will be highly dependent upon
contractors and third parties in the performance of its exploration and development activities. The
Company provides no guarantee that such contractors and third parties will be available to carry out such
activities on behalf of the Company or be available upon commercially acceptable terms.

Insurance

The Company does not have insurance to adequately to protect itself against certain risks associated with
mineral exploration. The Company may become subject to liability for hazards which it cannot insure
against or which it may elect not to insure against because of premium costs or other reasons.

Influence of Third Party Stakeholders

The lands in which the Company holds an interest, or the exploration equipment, or the road or air strip
access which the Company intends to use in carrying out its work programs or general business mandates,
may be subject to interests or claims by third party individuals, groups or companies. In the event that
such third parties assert any rights, whether real or perceived, the Company’s work programs may be
delayed, and such delays may result in significant financial loss and loss of opportunity for the Company.

Control of the Company

Approximately 31.87% of the issued and outstanding Common Shares are held by directors, officers,
promoters and principal shareholders of the Company and the spouses of the foregoing individuals. As a
result, these shareholders will be able to exercise significant influence over all matters requiring
shareholder approval, including the election of directors and significant corporate transactions. See
“Directors and Officers – Name, Address, Occupation and Security Holding”.

Conflicts of Interest

The directors and officers of the Company will not devote all their time to the affairs of the Company, but
will devote such time as is required to effectively manage the Company. Some of the directors and
officers of the Company are engaged, and will continue to be engaged, in other properties or businesses
on their own behalf or on behalf of others.

The mining industry is intensely competitive in all its phases. The Company competes for the acquisition
of mineral properties, claims, leases and other mineral interests as well as for the recruitment and
retention of qualified employees with many companies possessing greater financial resources and
technical facilities than the Company. The competition in the mineral exploration and development




V29285\VAN_LAW\ 308553\4
                                                   - 42 -


business could have an adverse effect on the Company’s ability to acquire suitable properties or prospects
for mineral exploration in the future.

Marketability & Transferability of Shares

There is currently no market for the Company’s securities.

                                              PROMOTERS

Jan Ross, a director and officer of the Company, may be considered to be a promoter of the Company as
he took the initiative with respect to organizing the Company (see “Principal Shareholders” and
“Directors and Officers”).

                                        LEGAL PROCEEDINGS

Neither the Company nor its subsidiary is a party to, nor is any of the Company’s or its subsidiary’s
property the subject of, any legal proceedings, nor, to the best of the Company’s knowledge, are any such
legal proceedings contemplated.

       INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director, executive officer or principal shareholder of the Company, or an associate or affiliate of a
director, executive officer or principal shareholder of the Company, has any material interest, direct or
indirect, in any transaction which has occurred within the three years before the date of this Prospectus, or
in any proposed transaction that has materially affected or will materially affect the Company.

                           AUDITOR, TRANSFER AGENT AND REGISTRAR

The Company’s auditor is Watson Dauphinee & Masuch, Chartered Accountants of Suite 420, 1501 West
Broadway, Vancouver, BC, V6J 4Z6.

The Company’s transfer agent and registrar is Computershare Investor Services Inc. with offices at 510
Burrard Street, 2nd Floor, Vancouver, British Columbia, V6C 3B9, and at 100 University Ave., 9th Floor,
North Tower, Toronto, Ontario, M5J 2Y1. The register of transfers is located in Vancouver, British
Columbia.

                                       MATERIAL CONTRACTS

Other than contracts entered into in the ordinary course of business, the following are the only contracts
material to the Company that have been entered into within the two years prior to the date of this
Prospectus:

1.      Management Services Agreement dated January 1, 2006 between the Company and Jan Charles
        Ross pursuant to which the Company engaged the management services of Mr. Ross in
        consideration for $4,000 per month.

Copies of the above material contracts will be available for inspection at the offices of Gowling Lafleur
Henderson LLP, Suite 2300, 1055 Dunsmuir Street, Vancouver, British Columbia during regular business
hours for a period of 30 days from the date of the Prospectus.




V29285\VAN_LAW\ 308553\4
                                                    - 43 -


                                       INTERESTS OF EXPERTS

The following persons or companies whose profession or business gives authority to a statement made by
the person or company are named in this Prospectus as having prepared or certified a part of this
document or a report of valuation described in this Prospectus:

1.      Craig L. Parkinson, an independent consulting geologist and “qualified person” under NI 43-101
        is the author of the Technical Report; and

2.      The audited financial statements of the Company included in this Prospectus have been included
        in reliance upon the report of Watson Dauphinee & Masuch, Chartered Accountants and upon the
        authority of such firm as experts in accounting and auditing.

Based on information provided by the relevant persons, none of such persons or companies or any
director, officer, employee or partner thereof have received or will receive direct or indirect interest in the
property of the Company or of any associate or affiliate of the Company or have any beneficial
ownership, direct or indirect, of securities of the Company. None of such persons is or is expected to be
elected, appointed or employed as a director or employee of the Company.

                                      OTHER MATERIAL FACTS

Other than as disclosed in this Prospectus, no other material facts are necessary in order for this
Prospectus to contain full, true and plain disclosure.

                                      FINANCIAL STATEMENTS

Audited consolidated financial statements of the Company for the financial year ended December 31,
2006 and unaudited consolidated financial statements for the six-month period ended June 30, 2007 are
included in this Prospectus as Appendix “A”.




V29285\VAN_LAW\ 308553\4
                                                 - 44 -


                                      AUDITOR’S CONSENT

We have read the non-offering Prospectus of Alliance Mining Corp. (the “Company”) dated
September 13, 2007. We have complied with Canadian generally accepted standards for an auditor’s
involvement with offering documents.

We consent to the use in the above-mentioned Prospectus of our report to the directors of the Company on
the consolidated balance sheets of the Company as at December 31, 2006 and 2005 and the consolidated
statements of operations and deficit and cash flows for the year ended December 31, 2006, the eleven
months ended December 31, 2005 and the year ended January 31, 2005. Our report is dated February 19,
2007, except as to note 10(b) which is as of March 30, 2007.




Vancouver, Canada                                           (Signed) “Watson Dauphinee & Masuch”
September 13, 2007                                                   Chartered Accountants




V29285\VAN_LAW\ 308553\4
                                   A-1


                               APPENDIX “A”

                           FINANCIAL STATEMENTS




V29285\VAN_LAW\ 308553\4
                           A-2




V29285\VAN_LAW\ 308553\4
                           A-3




V29285\VAN_LAW\ 308553\4
                           A-4




V29285\VAN_LAW\ 308553\4
                           A-5




V29285\VAN_LAW\ 308553\4
                           A-6




V29285\VAN_LAW\ 308553\4
                           A-7




V29285\VAN_LAW\ 308553\4
                           A-8




V29285\VAN_LAW\ 308553\4
                           A-9




V29285\VAN_LAW\ 308553\4
                           A-10




V29285\VAN_LAW\ 308553\4
                           A-11




V29285\VAN_LAW\ 308553\4
                           A-12




V29285\VAN_LAW\ 308553\4
                           A-13




V29285\VAN_LAW\ 308553\4
                           A-14




V29285\VAN_LAW\ 308553\4
                           A-15




V29285\VAN_LAW\ 308553\4
                           A-16




V29285\VAN_LAW\ 308553\4
                           A-17




V29285\VAN_LAW\ 308553\4
                           A-18




V29285\VAN_LAW\ 308553\4
                           A-19




V29285\VAN_LAW\ 308553\4
                           A-20




V29285\VAN_LAW\ 308553\4
                           A-21




V29285\VAN_LAW\ 308553\4
                           A-22




V29285\VAN_LAW\ 308553\4
                           A-23




V29285\VAN_LAW\ 308553\4
                           A-24




V29285\VAN_LAW\ 308553\4
                           A-25




V29285\VAN_LAW\ 308553\4
                                                  A-26

                                 CERTIFICATE OF COMPANY

Dated: September 13, 2007

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities
offered by this Prospectus as required by Part 9 of the Securities Act (British Columbia) and the
respective regulations thereunder.




         By: (Signed) “Jan C. Ross”                                By: (Signed) “Albert Gurney”
    President and Chief Executive Officer                             Chief Financial Officer



                                   On Behalf of the Board of Directors




        By: (Signed) “Doren Quinton”                               By: (Signed) “Leo Lindinger”
                  Director                                                   Director



                                       Promoters of the Company




          By: (Signed) “Jan C. Ross”
                  Promoter




V29285\VAN_LAW\ 308553\4
                            SCHEDULE B




            ADDITIONAL CNQ LISTING STATEMENT DISCLOSURE




V29285\VAN_LAW\ 308553\4
Capitalization

Issued Capital

                            Number of    Number of      % of          % of
                            Securities   Securities   Issued         Issued
                              (non-        (fully-     (non-     (fully diluted)
                             diluted)     diluted)    diluted)


Public Float

Total outstanding (A)       8,115,040    12,521,148   100%           100%

Held by Related             3,106,424    4,367,262    38.28%       34.88%
Persons or employees
of the Issuer or Related
Person of the Issuer, or
by persons or
companies who
beneficially own or
control, directly or
indirectly, more than a
5% voting position in
the Issuer (or who
would beneficially own
or control, directly or
indirectly, more than a
5% voting position in
the Issuer upon
exercise or conversion
of other securities held)
(B)

Total Public Float (A-      5,008,616    8,153,886    61.72%       65.12%
B)

Freely-Tradable Float

Number of                   890,000      1,780,000    10.97%       14.22%
outstanding
securities subject to
resale restrictions,
including restrictions
imposed by pooling
or other
arrangements or in a
shareholder
agreement and
securities held by
control block holders
(C)

Total Tradeable Float       7,225,040    10,741,148   89.03%       85.78%
(A-C)




V29285\VAN_LAW\ 308553\4                       B-1
Public Securityholders (Registered)

Class of Security

                                      Number of   Total number of
Size of Holding                        holders       securities

1 – 99 securities                            0          0

100 – 499 securities                         0          0

500 – 999 securities                         0          0

1,000 – 1,999 securities                     0          0

2,000 – 2,999 securities                     3         6,000

3,000 – 3,999 securities                     0          0

4,000 – 4,999 securities                     6        24,000

5,000 or more securities                 148         4,978,616

TOTAL:                                   157         5,008,616

Public Securityholders (Beneficial)

Class of Security

                                      Number of   Total number of
Size of Holding                        holders       securities

1 – 99 securities                            0          0

100 – 499 securities                         0          0

500 – 999 securities                         0          0

1,000 – 1,999 securities                     0          0

2,000 – 2,999 securities                     3         6,000

3,000 – 3,999 securities                     0          0

4,000 – 4,999 securities                     6        24,000

5,000 or more securities                 148         4,978,616

TOTAL:                                   157         5,008,616




V29285\VAN_LAW\ 308553\4               B-2
Non-Public Securityholders (Registered)

Class of Security

                                            Number of                 Total number of
Size of Holding                              holders                     securities

1 – 99 securities                                  0                        0

100 – 499 securities                               0                        0

500 – 999 securities                               0                        0

1,000 – 1,999 securities                           0                        0

2,000 – 2,999 securities                           0                        0

3,000 – 3,999 securities                           0                        0

4,000 – 4,999 securities                           0                        0

5,000 or more securities                           8                     3,106,424

TOTAL:                                             8                     3,106,424


Convertible or Exchangeable Securities

Description of Security          Number of                  Number of quoted
(include conversion/exercise     convertible/exchangeable   securities issuable upon
terms, including                 securities outstanding     conversion/exercise
conversion/exercise price)

10-April-2006 Warrants           366,000                    366,000
exercisable at $0.35 per share
until 31-Aug-2008

01-May-2006 – Warrants           59,000                     59,000
exercisable at $0.35 per share
until 31-Aug-2008

05-May-2006 – Warrants           40,000                     40,000
exercisable at $0.35 per share
until 31-Aug-2008

05-May-2006 – Warrants           2,000                      2,000
exercisable at $0.35 per share
until 31-Aug-2008




V29285\VAN_LAW\ 308553\4                     B-3
Description of Security          Number of                  Number of quoted
(include conversion/exercise     convertible/exchangeable   securities issuable upon
terms, including                 securities outstanding     conversion/exercise
conversion/exercise price)

25-May-2006 – Warrants           2,000                      2,000
exercisable at $0.35 per share
until 31-Aug-2008

21-Jun-2006 - Warrants           2,000                      2,000
exercisable at $0.35 per share
until 31-Aug-2008

29-Aug-2006 – Warrants           2,800                      2,800
exercisable at $0.35 per share
until 31-Aug-2008

31-Aug-2006 - Warrants           103,000                    103,000
exercisable at $0.35 per share
until 31-Aug-2008

14-Nov-2006 – Warrants           102,000                    102,000
exercisable at $0.35 per share
until 31-May-2008

31-Dec-2006 – Warrants           476,800                    476,800
exercisable at $0.35 per share
until 31-May-2008

31-Dec-2006- Warrants            76,040                     76,040
exercisable at $0.35 per share
until 31-May-2008

26-Jan-2007 – Warrants           679,800                    679,800
exercisable at $0.35 per share
until 30-Jun-2008

28-Mar-2007 – Warrants at        80,000                     80,000
$0.35 per share until 30-Sep-
2008

28-Mar-2007 – Warrants at        800,000                    800,000
$0.35 per share until 30-Sep-
2008

04-Jun-2007 – Warrants at        890,000                    890,000
$0.35 per share until 13-Dec-
2008




V29285\VAN_LAW\ 308553\4                     B-4
Description of Security        Number of                  Number of quoted
(include conversion/exercise   convertible/exchangeable   securities issuable upon
terms, including               securities outstanding     conversion/exercise
conversion/exercise price)

Options exercisable at $0.15   725,000                    725,000
per share until 18-Sep-2012

Total:                         4,406,440                  4,406,440




V29285\VAN_LAW\ 308553\4                   B-5
CERTIFICATE OF THE ISSUER

Pursuant to a resolution duly passed by its Board of Directors, Alliance Mining Corp., hereby
applies for the listing of the above mentioned securities on CNQ. The foregoing contains full,
true and plain disclosure of all material information relating to Alliance Mining Corp. It contains
no untrue statement of a material fact and does not omit to state a material fact that is required
to be stated or that is necessary to prevent a statement that is made from being false or
misleading in light of the circumstances in which it was made.

Dated: September 21, 2007




(signed) Jan C. Ross                                   (signed) Albert Gurney
President and Chief Executive Officer                  Chief Financial Officer
and Promoter



                               On Behalf of the Board of Directors




(signed) Doren Quinton                                 (signed) Leo Lindinger
Director                                               Director




V29285\VAN_LAW\ 308553\4

								
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