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VALTERRA RESOURCE CORPORATION

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					               FORM 2A
         LISTING STATEMENT

VALTERRA RESOURCE CORPORATION

    SUITE 1100, 1199 WEST HASTINGS STREET
       VANCOUVER, BRITISH COLUMBIA
                     V6E 3T5

           Telephone: (604) 684-9384
           Facsimile: (604) 688-4670


              AS AT APRIL 27, 2009
                (Unless noted otherwise)




           FORM 2A – LISTING STATEMENT
                   November 14, 2008
                        Page i
1.   Table of Contents

     1.    Table of Contents .................................................................................................... ii
     2.    Corporate Structure ................................................................................................. 1
     3.    General Development of the Business .................................................................... 1
     4.    Narrative Description of the Business ..................................................................... 2
     5.    Selected Financial Information ................................................................................ 51
     6.    Management's Discussion and Analysis ................................................................. 52
     7.    Market for Securities ............................................................................................... 67
     8.    Consolidated Capitalization ..................................................................................... 67
     9.    Options to Purchase Securities ............................................................................... 67
     10.   Prior Sales ............................................................................................................... 68
     11.   Escrowed Securities ................................................................................................ 69
     12.   Principal Shareholders ........................................................................................... 70
     13.   Directors and Officers.............................................................................................. 70
     14.   Capitalization........................................................................................................... 78
     15.   Executive Compensation......................................................................................... 81
     16.   Indebtedness of Directors and Executive Officers................................................... 81
     17.   Risk Factors ............................................................................................................ 82
     18.   Promoters ................................................................................................................ 85
     19.   Legal Proceedings................................................................................................... 85
     20.   Interest of Management and Others in Material Transactions................................. 86
     21.   Auditors, Transfer Agents and Registrars ............................................................... 86
     22.   Material Contracts ................................................................................................... 86
     23.   Interest of Experts ................................................................................................... 88
     24.   Other Material Facts ................................................................................................ 88
     25.   Financial Statements ....……………………………………………..………….............89
     26.   SCHEDULE “A”: Statement of Executive Compensation




                                    FORM 2A – LISTING STATEMENT
                                                  November 14, 2008
                                                       Page ii
2.    Corporate Structure

2.1   The Issuer’s full corporate name is Valterra Resource Corporation. The
      Issuer’s head office is located at 1100-1199 West Hastings Street, Vancouver,
      BC, V6E 3T5 and its registered office is located at 950-1199 West Hastings
      Street, Vancouver, BC, V6E 3T5.

2.2   The Issuer was incorporated on September 26, 1996 as Boltons Capital Corp.
      under the Business Corporations Act (Alberta). The Issuer was continued
      under the Business Corporations Act (Yukon) on May 8, 1997 and was
      continued under the Business Corporations Act (British Columbia) on February
      22, 2008.

      The Issuer’s articles were amended on February 4, 2003 to change the Issuer’s
      name from Boltons Capital Corp. to Valterra Wines Ltd. and to consolidate the
      Issuer’s common shares without par value on a ten old to one new share basis.
      The Issuer’s articles were further amended on April 20, 2005 to change the
      Issuer’s name from Valterra Wines Ltd. to Valterra Resource Corporation. The
      Issuer adopted new articles effective February 22, 2008 upon its continuation to
      British Columbia.

2.3   The Issuer has no subsidiaries.

2.4   Not applicable.

2.5   Not applicable.

3.    General Development of the Business

3.1   The Issuer is in the business of acquiring and exploring mineral natural
      resource properties and currently has options to acquire three different
      properties located in the Nelson Mining District of British Columbia. In July
      2006, the Issuer acquired the option to acquire up to a 100% interest in the
      Swift Katie property. The Issuer entered into an option agreement dated May
      13, 2008 to acquire a 100% interest in the Star property and is also party to an
      option agreement dated March 10, 2009 to acquire a 100% interest in the
      Toughnut property. The Issuer also entered into an option agreement in
      December 2007 to acquire a 100% interest in the Gus property and
      subsequently relinquished the rights to that property. The Swift Katie, Star and
      Toughnut properties are discussed in further detail at item 4 and the above
      noted option agreements are more particularly described at item 22.1 of this
      Listing Statement.

      In the current financial year, the Issuer does not expect to change its business.



                           FORM 2A – LISTING STATEMENT
                                   November 14, 2008
                                        Page 1
3.2   The Issuer has not completed, nor does it expect to complete, any significant
      acquisition, nor has the Issuer completed any significant disposition during the
      most recently completed financial year or during the current financial year,
      pursuant to which financial statements would be required.

3.3   In recent months, the securities markets in Canada and elsewhere have
      experienced a high level of price and volume volatility and the market prices of
      securities of many public companies have experienced significant fluctuations
      in price which have not necessarily been related to the operating performance,
      underlying asset values or prospects of such companies. It may be anticipated
      that any quoted market for the Issuer’s securities will be subject to such market
      trends and that the value of such securities may be affected accordingly.

      Although the Issuer has been successful in the past in obtaining financing
      through the sale of its securities, there can be no assurance that the Issuer will
      be able to obtain adequate financing in the future in light of factors such as the
      current market demand for its securities and the current state of financial
      markets. Failure to obtain such additional financing could result in delay or
      indefinite postponement of further exploration and development of its projects
      with a possible loss of some properties and reduction or termination of
      operations.

4.    Narrative Description of the Business

4.1   (1)   The Issuer is in the business of acquiring and exploring mineral natural
            resource properties. The Issuer currently intends to pursue a series of
            multi-faceted exploration programs on three of the properties it controls.
            The properties are all contained within NTS map sheet 82F, 1:250,000
            scale, being located near the City of Nelson, BC and include: the “Swift
            Katie” copper-gold property, the “Star” gold-silver-copper property and the
            “Toughnut” gold-silver-copper-lead-zinc property.

            (a)   Swift Katie Project 12-Month Objectives

                  At the 7,064 hectare Swift Katie property, the Issuer intends to
                  conduct a two-phased exploration program that consists of a ground-
                  based reconnaissance prospecting-sampling survey and a diamond
                  drilling campaign. To date, all of our exploration efforts with respect
                  to the property have been guided by the recommendations of the
                  titled: “Swift Katie Copper-Gold Property Technical Report” prepared
                  by David K. Makepeace, B.Sc., M.Eng., P. Eng. and Barry J. Price,
                  M.Sc., P.Geo. dated July 23, 2007 (“Technical Report”) which is
                  available for viewing on SEDAR at www.sedar.com.

                  During Phase I at Swift Katie in 2009, our field crews expect to
                  explore large tracts of the tenured area following-up on several of the

                            FORM 2A – LISTING STATEMENT
                                     November 14, 2008
                                          Page 2
identified anomalies. Phase II diamond drilling, is expected to total
approximately 1,000 metres and is contingent upon the results of
Phase I discussed above.

The planning stages of the program are ongoing and are strongly
influenced by the favourable returns the Issuer received following the
$1.42 million in expenditures the Issuer has incurred during 2007 and
2008. In 2007, the historical (unverified) data was compiled, digital
geological models were generated, a month-long mapping-sampling
program was implemented, and 1,126 metres of diamond drilling was
completed. The drilling targeted two previously identified zones and
resulted in over 700 core and check samples being collected for
analyses. The winter of 2007-08 included the completion of a 505
line-kilometre DIGHEM heli-borne geophysical survey conducted on
the Issuer’s behalf by Fugro Airborne Surveys Corp. Between June
and September 2008, our efforts at the Swift Katie project were
centred around an aggressive diamond drilling program that focused
entirely on the Katie Main zone. The drilling was designed to set the
foundation for updated and NI 43-101 compliant resource-related
calculations that were recommended in the Technical Report. The
overall drilling statistics included 10 NQ2-sized drill holes totalling
2,954 metres and included over 1,676 core and check samples that
were collected for analyses.

Star Project 12-Month Objectives

Also in 2009, the Issuer intends to conduct a prospecting and
diamond drill exploration program on the recently acquired 365
hectare Star property, located approximately seven kilometres due
southwest of the City of Nelson, BC. These efforts will be conducted
concurrently and approximately 1,500 to 2,500 metres of diamond
drilling is anticipated.

The programs will focus on expansion of the results that were
returned during the Issuer’s initial prospecting-sampling and drilling
campaign conducted from June to October 2008. During this time,
the Issuer collected 19 rock grab samples and completed six NQ2
diamond drill holes. Drilling by the Issuer totalled 1,672 metres and
included over 902 core and check samples that were collected for
analyses. The results of these programs were very encouraging with
several gold-silver-copper mineralized zones identified successfully.

Refinements of the planning and procurement efforts for the 2009
program remain active and ongoing.



          FORM 2A – LISTING STATEMENT
                   November 14, 2008
                        Page 3
      Toughnut Project 12-Month Objectives

      Furthermore for 2009, the Issuer plans to conduct a concurrently-run
      prospecting and diamond drill exploration program on the newly
      acquired 1,009 hectare Toughnut property that adjoins the Star
      claims to the southeast.

      Approximately 1,500 metres of diamond drilling is anticipated and is
      expected to focus primarily on the main mineral occurrence area that
      was historically diamond drilled in 1990.

      Other Objectives

      The Issuer also remains active in looking for new potential
      exploration opportunities within the south-eastern British Columbia
      area.

      The estimated budget cost for the individual programs discussed
      above includes $225,000 at Swift Katie, $540,000 at Star and
      $330,000 at the Toughnut property.

      In addition to the exploration budget, the administrative budget is
      estimated at approximately $46,000 per month which covers services
      provided to manage the program. These services include office
      space and equipment, accounting, corporate development,
      compliance, other administrative services, and out of pocket
      expenses including telephone, fax, computers, mailings and copying.

(b)   The Issuer intends to proceed with exercising the options to acquire
      the Swift Katie, Star and Toughnut properties and will need to obtain
      funding to pay the program and administrative costs outlined above.

(c)   As of the date of the most recent audited financial statements
      (December 31, 2008), the Issuer had $128,036 cash available. Funds
      available to the Issuer as at March 31, 2009 were $31,500
      (unaudited), of which $4,794 were reserved for Canadian exploration
      expenses.

      (i)    The estimated working capital deficiency as at March 31, 2009
             was $652,330 (unaudited).

      (ii)   The Issuer currently has limited cash resources and is reviewing
             ways to reduce general and administration costs, negotiating
             extended payment terms of its trade payables and settling
             payables by issuing shares, and reviewing its capital
             expenditure plan and future commitments to identify

                  FORM 2A – LISTING STATEMENT
                          November 14, 2008
                               Page 4
           opportunities to reduce or delay spending and payments. The
           Issuer currently has limited cash resources and intends to raise
           funds sufficient to meet the program and administrative costs
           outlined above through further equity financings.

(d)   The Issuer’s needed funds to cover its general and administrative
      expenses, planned exploration program and to maintain interest in its
      mineral properties for the next twelve months (to March 31, 2010) are
      disclosed as follows:

       Cost Centre                 Detail                      Cost (CDN$)
                                   1,000 metres of drilling        210,000
       Swift Katie Property        Prospecting - sampling           15,000
                                   Option payment                   35,000
                                   2,500 metres of drilling        525,000
       Star Property               Prospecting - sampling           15,000
                                   Option payment                   25,000
                                   1,500 metres of drilling        315,000
       Toughnut Property
                                   Prospecting - sampling           15,000
                                   Option payment                   30,000

       Administration and          12 months at $46,000 per
                                                                   552,000
       Corporate Development       month


       Outstanding Accounts Payable as at March 31, 2009           494,000


       Total funds required to March 31, 2010                   $2,231,000


(e)   Not applicable.

(f)   Not applicable.

(g)   The resource industry is intensively competitive in all of its phases,
      and the Issuer competes with many other companies possessing
      much greater financial and technical resources. Competition is
      particularly intense with respect to the acquisition of desirable
      undeveloped properties. The principal competitive factors in the
      acquisition of prospective properties include the staff and data
      necessary to identify and investigate such properties, and the
      financial resources necessary to acquire and develop the projects.
      Competition could adversely affect the Issuer’s ability to acquire
      suitable prospects for exploration.

                  FORM 2A – LISTING STATEMENT
                              November 14, 2008
                                   Page 5
            (h)   Not applicable.

      (2)   Not applicable.

      (3)   Not applicable.

4.2   Not applicable.

4.3   (1)   Property Description and Location:

      (a)-(c) The Swift Katie property is located in the Nelson Mining Division
            straddling the headwaters of Hellroaring Creek. The property consists of
            13 mineral claims covering an area of 7,063.575 hectares that are situated
            near the village of Salmo, British Columbia.

             Tenure                                      Good Until
                          Type        Claim Name                           Area (ha)
             Number                                      (yyyy/mm/dd)

             321700       Mineral     MIKE 1             2017/01/31        25.0

             507490       Mineral     -                  2017/01/31        1669.332

             508207       Mineral     SWIFT GROUP        2017/01/31        2114.524

             510330       Mineral     NEW SWIFT          2017/01/31        253.843

             510347       Mineral     NEW SWIFT 2        2017/01/31        148.08

             551388       Mineral     ROARING ONE        2017/01/31        443.531

             551389       Mineral     ROARING TWO        2017/01/31        781.944

             568360       Mineral     ROARING NORTH      2010/01/31        422.55

             568362       Mineral     ROARING SOUTH      2010/01/31        169.071

             569438       Mineral     SWIFT CREEK        2010/01/31        507.473

             569955       Mineral     KATIE LATE ONE     2010/01/31        105.616

             569957       Mineral     KATIE LATE TWO     2010/01/31        126.738

             569958       Mineral     KATIE LATE THREE   2010/01/31        295.873

                                                         Total Area (ha)   7,063.575

            The Issuer has an option to acquire up to a 100% interest in the Swift
            Katie property (subject to a net smelter return royalty) pursuant to the
            Swift Katie Agreement more particularly described at item 22.1(a) of this
            Listing Statement. The Issuer has been granted certain surface rights to
            the property pursuant to a mineral exploration and access agreement with


                              FORM 2A – LISTING STATEMENT
                                     November 14, 2008
                                          Page 6
Beaumont Timber Company Ltd., the owner of the lands where the Swift
Katie claims are located.

The Issuer has the option to acquire a 100% interest in the Star property
(subject to a net smelter return royalty) which is located in the Nelson
Mining Division amongst the headwaters of Eagle and Sandy creeks (see
item 22.1(c) for particulars of the Star Agreement). The tenure consists of
25 Crown-granted claims covering an area of 364.899 hectares located
near the City of Nelson, BC.

 Lot Number              Claim Name                   Area (ha)
 3676                    FLORENCE G                   20.619

 3677                    ELK                          17.745

 3678                    TRUMPET                      15.945

 3680                    BELLEROPHON                  13.355

 3683                    GERALD F. FRACTION           5.908

 3684                    MAYFLOWER                    20.712

 3686                    IMPERIAL                     18.025

 3687                    STAR                         20.902

 4301                    TORONTO FRACTION             10.413

 4646                    TORONTO                      20.902

 4648                    CHAMPION                     20.429

 4649                    VIKING FRACTIONAL            8.434

 4651                    ALHAMBRA FRACTION            1.833

 5552                    EUREKA                       20.777

 7241                    DUNDEE                       13.678

 7243                    M.S.                         4.411

 9174                    ALMA N                       16.888

 9175                    ELKHORN                      17.944

 10640                   SILVERSTONE                  15.726

 12457                   GOLD LEAF NO. 2              18.62

 12458                   GOLD LEAF FRACTION           7.365

 14629                   GEM                          16.349

 14630                   BEE                          8.741

 14631                   DOT                          11.453



               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                             Page 7
       14632                      BOB                                 17.725

                                                  Total Area (ha)     364.899

      Pursuant to the Toughnut Agreement the Issuer has an option to acquire a
      100% interest in the Toughnut property subject to net smelter return
      royalties (see item 22.1(d)). This property is also located in the Nelson
      Mining Division near Giveout Creek and consists of nine mineral claims
      and one Crown-granted claim. Together these claims adjoin the Star
      project to the southeast and cover an area of 1,009.433 hectares located
      near the City of Nelson, BC.

        Tenure                                           Good Until
                    Type           Claim Name                                   Area (ha)
        Number                                           (yyyy/mm/dd)

        233240      Mineral        ST1                   2014/02/28             150.0

        233255      Mineral        ST2                   2014/02/28             25.0

        350277      Mineral        GOLDEN STAR 1         2014/02/28             25.0

        350279      Mineral        GOLDEN STAR 3         2014/02/28             25.0

        366379      Mineral        SANDY 1               2014/02/28             25.0

        366380      Mineral        SANDY 2               2014/02/28             25.0

        366381      Mineral        SANDY 3               2014/02/28             25.0

        366416      Mineral        SANDY 4               2014/02/28             25.0

        516414      Mineral        -                     2014/02/28             651.25

        L199        Crown Grant    TOUGHNUT              -                      8.183

                                                         Total Area (ha)        1,009.433

(d)   There are no environmental liabilities associated with the current property
      holdings. However, the Issuer has posted reclamation bonds as
      “safekeeping agreements” with the Government of British Columbia, and
      Beaumont Timber Company Ltd. (a private forestry rights holder in the
      Swift Katie area).

      Our reclamation policy is designed to meet or exceed the standards of the
      industry. The Issuer has engaged in pro-active reclamation tasks in areas
      of disturbance on the Swift Katie and Star properties. As per our
      agreement with Beaumont Timber Company Ltd., the final reclamation for
      the Swift Katie project will involve a tree-planting program. All aspects of
      this future program will be jointly administered and directed by the
      companies when the regions under consideration for remediation no
      longer fall within the mineral exploration plans.


                     FORM 2A – LISTING STATEMENT
                              November 14, 2008
                                   Page 8
              Cost Centre                        Detail              Cost (CDN$)
                                  BC Government bond                    5,000
           Swift Katie Property
                                  Beaumont Timber Company Ltd.          30,000
              Star Property       BC Government bond                    10,000


 (e)    The Swift Katie property currently has three known Cu-Au porphyry-
        related mineralized zones; the Katie (or Jim), West, and 17 zones.
        Additionally, there is one shear-hosted occurrence known as the Swift (or
        Gus). The Katie Main zone is centred at 475510E 5443970N (UTM NAD
        83, Zone 11).

        The Star property currently has four known Au-Ag-Cu porphyry- to shear-
        related mineralized zones: the Eureka, Star, Alma N, and Gold Eagle. The
        occurrences have been intermittently explored and mined by small-scale
        methods since the late 1890s. The Eureka represents the oldest and most
        developed zone and was worked by underground methods from 1905 to
        1954. The mine produced an estimated 8,995 tonnes of ore averaging
        approximately 2.13 g/t Au, 125.0 g/t Ag and 1.77% Cu.

        Much of the historical development related to the underground mining has
        not been field-verified at this time, but the Eureka mine area is centred at
        473545E 5478100N. One of the mine dumps was also visited and
        sampled during prospecting in 2008 and is located at 473165E 5478235N.

        The Toughnut property has several minor showings and a main mineral
        occurrence of the same name located at 475210E 5476025N. This
        occurrence dates back to the late 1880s and has been developed locally
        by small-scale underground workings during 1890 and 1891. This is a
        recent acquisition for the Issuer therefore no significant field time has been
        conducted on this property.

 (f)    BC Government permits are pending on the Issuer’s holdings with regards
        to the three proposed exploration programs described in Section 4.1 (1)
        above. Specifically, each year a Mineral Notice of Work (NOW) form is
        usually filled out by the proponent seeking approval where it is reviewed
        and permitted by the BC Ministry of Energy and Mines.

(2)    Accessibility, Climate, Local Resources, Infrastructure and Physiography:

 (a)    Access to the the Swift Katie project is excellent via the Crowsnest Pass,
        Provincial Highway Number 3. A brief two kilometre highway drive south of
        Salmo leads to the main access road on Hellroaring Creek. Overall, the
        forestry logging roads provide for a well established network of gravel-
        surfaced roads to much of the property. The main showing is easily
        accessed by following the main artery for approximately 6.5 kilometres

                          FORM 2A – LISTING STATEMENT
                                   November 14, 2008
                                        Page 9
      paralleling Hellroaring Creek and its northern tributary. During winter
      months, vehicular travel to some areas may be limited by snow, unless
      roads are ploughed. Beaumont Timber Company Ltd. has locked gates on
      some roads, but ongoing access agreements are in place.

      Access to the Star Project is excellent via Provincial Highway Number 6.
      A brief eight kilometre highway drive south of Nelson leads to the main
      access road on the Giveout Creek FSR. Overall, the forestry logging roads
      provide for a well established network of gravel-surfaced roads to much of
      the property. The main showing is easily reached by following the major
      artery for approximately 15 kilometres to the headwater regions of Sandy
      and Eagle creeks. During winter months, vehicular travel to some areas
      may be limited by snow, unless roads are ploughed.

      The Toughnut project also utilizes much of the same transportation route
      as the aforementioned Star property. The junction turn-off leading to this
      area is located at kilometre-5 on the Giveout Creek FSR. Travelling
      westward for approximately three kilometres, often paralleling Giveout
      Creek, the trail rises moderate to steeply toward the main occurrence. The
      access route here is less developed overall and is designed more readily
      for small 4x4 vehicles or all-terrain vehicular traffic.

(b)   The Swift Katie project is located approximately seven kilometres
      southwest of the village of Salmo (population 1,007) in south-eastern
      British Columbia (2006 Census). The village area marks a flat river valley
      bottom and provides adequate accommodation, catering, general
      supplies, and daily bus/freight services.

      The Star Project is located within the Bonnington Range approximately
      seven kilometres due southwest of the City of Nelson, BC. The city
      (population 9,258) provides excellent accommodation, catering and fully
      equipped service and supply outlets. The city is one of the principal hubs
      in the region along with the City of Castlegar (population 7,259) a 40
      kilometre drive to the west, and the City of Trail (population 7,237) to the
      south (2006 Census).

      The Toughnut Project adjoins the Star to the southeast and is located
      approximately six kilometres due southwest of Nelson.

(c),(e) All of the Issuer’s properties share the same general physiography. The
      Nelson-Ymir-Salmo corridor is dominated by transitional, rounded
      mountains with wide, glacially-sculpted valleys that are marked by incised
      creeks capable of cutting steep valleys into the ridges and highlands. The
      property elevations range from between 950 to 1,770 metres above sea
      level at Swift Katie, and between 1,200 to 1,900 metres at Star-Toughnut.
      There is extensive till and overburden cover related to the continental ice-

                     FORM 2A – LISTING STATEMENT
                              November 14, 2008
                                  Page 10
      mass that dominated the area during the last ice-age. The major glacial
      movement and till deposition occurred from a north to south direction and
      resultant outcrop exposures are therefore limited to between 10-20% on
      average.

      Ecosystem classification by the provincial Ministry of Environment
      positions the claims within the Selkirk-Bitteroot Foothills Ecoregion of the
      Southern Interior Mountains Ecoprovince (Demarchi, 1996). The
      conditions are dominated by moist, cool to cold, temperate climates in a
      mountainous setting, where the majority of peaks are higher than 1,000
      metres. Significant total annual snow accumulation of one to three metres
      depth is common in the area between December and March with the
      drainage basins receiving the majority of the snow. Exploration can be
      conducted year round; however conditions that are most favourable and
      cost-effective usually persist from June to October.

      Forest cover usually consists of spruce, fir, cedar, hemlock, larch and
      alder. Approximately 30-50% of the region locally has been clear-cut
      logged and replaced by second growth timber that is currently in various
      stages of maturation.

(d)   The Issuer believes that all properties currently have sufficient land mass
      and the rights associated with them, should future mining operations be
      warranted (tailings facilities, waste disposal sites, heap leach pads, and
      processing localities etc.). The Teck-Cominco owned Trail smelter, located
      40-60 kilometres to the west, offers an added advantage if future mine-mill
      planning purposes were to be considered.

      This region of the province is home to some of the oldest communities and
      cities in Western Canada and henceforth has the infrastructure capacity
      related to such a long human industrial history. For instance, there is a
      plethora of paved highways coursing through the district; thousands of
      kilometres of forest and mining service roads are easily accessible; high
      capacity power dams and transmission lines frequent the area; natural gas
      pipelines are in use throughout the region; and the local rail lines connect
      with the trans-continental lines established in the mid-1800s, which lead
      eventually westward to the Vancouver ports. Daily commercial flights
      connecting with either Vancouver or Calgary can be arranged from the
      Castlegar and Trail airports. There is also a paved airstrip that can
      accommodate small aircraft traffic located within the City of Nelson.

      Socio-economically, the region provides a population base numbering in
      the tens of thousands that is well educated, skilled, knowledgeable, and
      capable of providing a solid human resources base for mining
      endeavours.


                     FORM 2A – LISTING STATEMENT
                              November 14, 2008
                                  Page 11
(3)   History:

(a)   Swift Katie Property History

      With regard to the beginning of exploration on the current Swift Katie claim
      group, there are several collapsed trenches and pits on the Ace in the
      Hole occurrence that apparently date back to the early 1900s and likely
      record the earliest exploration history on the property.

      During the 1950s, active placer gold mining operations are reported for
      Tillicum Creek on the southwest corner of the Swift claim block (Naciuk
      and Hawkins, 1995).

      In 1969 and 1970, the first extensive exploration program was conducted
      over the property and included an airborne magnetic survey (MEMPR-
      GSC Map 8479G, 1973). This survey produced a kidney-shaped magnetic
      high anomaly in the north survey area that was coincident with the Katie
      deposit.

      In 1977, The National Geochemical Reconnaissance Survey produced
      copper, zinc, nickel, and cobalt anomalies from silt collected in the creeks
      draining the claim block (Ballantyne et al., 1978).

      In 1980, the earliest recorded assessment work on the Katie property was
      a soil sampling program conducted by Amoco Canada Petroleum
      Company Ltd. while exploring for molybdenum, lead, and zinc. The
      company collected 390 samples but failed to locate any anomalies for Mo,
      Pb, or Zn and hence the claims were dropped. However, a centrally
      located zone, now referred to as Katie, was highlighted. Values of >100
      ppm Cu were delineated over an area of approximately 1,200 metres
      length x 300 to 400 metres width. Within this broad zone there is also a
      higher grade area of >200 ppm Cu that covers approximately seven
      hectares and includes an individual sample of 1,220 ppm Cu (MacIssac,
      1980).

      From 1984 to 1986, Kidd Creek Mines Ltd. and Falconbridge Ltd.
      conducted 1:10,000 scale mapping, soil sampling and geophysical
      surveys over the Swift and Gus claims to the south of Katie. Exploration at
      the time was focused primarily upon VMS associated Cu-Zn
      mineralization.

      In 1986, local prospector Ken Murray, conducted a Cu-Au-Ag geochemical
      soil sampling survey on the Katie claims in order to evaluate the copper
      anomaly outlined previously by Amoco. A broad 400 x 500 metre zone
      was outlined that assayed between 200 ppm and 1,200 ppm Cu, and
      contained up to 34 ppb Au (Murray, 1987).

                     FORM 2A – LISTING STATEMENT
                              November 14, 2008
                                  Page 12
In 1987, 40 backhoe trenches totalling 1,946 metres in length were
excavated, sampled, and mapped at 1:200 scale on the Swift-Gus and
Ace in the Hole claims by Falconbridge Ltd. (von Fersen, 1987 and Bakker
1987). A combined total of 463 channel and grab samples were collected
for Au-Ag +/- 17 element ICP and select whole rock analysis. The
trenching successfully defined five bedrock areas at Swift-Gus with >1,000
ppb Au that each measured at least two metres in width. The trenching
was followed by a diamond drill program on the Swift-Gus claim group
consisting of eight, inclined NQ core holes totalling 891.80 metres. The
best drill results were obtained from holes drilled directly under Trench 19.
Drill hole 87-6 intersected 1.45 g/t Au over 5.40 metres and 1.83 g/t Au
over 10.0 metres (Clemmer, 1988).

In 1988, Corona Corporation staked 1,131 units in 62 new claims covering
a contiguous claim block area of 17 square kilometres. Concurrent with
the staking, Corona completed a 114 sample heavy mineral and/or silt
sampling program. Additionally, Aerodat Ltd. was contracted to conduct an
extensive airborne Mag-EM geophysical survey covering 2,260 line-
kilometres. The survey was successful in outlining 84 conductors with 12
of them being ranked as highest priority (Gaunt, 1989). This work was
followed by a ground geochemical reconnaissance survey in the southern
portion of the present mineral block in 1988. The results of these surveys
outlined some weak Cu-Au soil anomalies on the Katie property.

In 1988 Stetson Resources Ltd. carried out ground-based VLF-EM and
total field magnetic geophysical surveys on the Katie claims that identified
four significant conductors and a “high magnetic structure” (McIntyre,
1990). Also in 1988, Baloil Lassiter Petroleum Ltd. undertook a geological
and ground geophysical survey on the Katie claims.

During 1989, anomalous streams that were identified previously in 1988
were sampled at regular intervals upstream from the original sample
locations. In addition, a 50.1 line-kilometre grid was established for
mapping and soil sampling. A total of 1,443 “B” horizon soil samples were
collected from the grid returning individual values up to 110 ppb Au
(Gaunt, 1990). Baloil Lassiter Petroleum Ltd. also undertook exploration in
1989. Baloil completed a limited diamond drill program on the Katie
deposit consisting of four holes totalling 305 metres. Three of the holes
intersected mineralization. The best result was near surface in hole KT-89-
4 that returned 0.24% Cu and 0.20 g/t Au over 6.0 metres (McIntyre,
1990).

In 1990, Yellowjack Resources Ltd. acquired the Katie portion of the
claims. A new joint venture was then formed between Brenda Mines Ltd.


               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 13
and Hemlo Gold Mines Inc. whereby they agreed to allow the operator of
the joint venture to be Noranda Exploration Co. Ltd.

During 1990, Noranda conducted geological, geochemical, and ground
geophysical surveys on the Katie property. Subsequently, in 1990 and
1991, they completed 34 diamond drill holes totalling over 8,652 metres at
the Main, West, and 17 zones. The best results in 1990 came from hole
NKT-90-9 (West) that averaged 0.16% Cu, 0.18 g/t Au and 0.4 g/t Ag over
169 metres, and included 16.71 metres of 0.538% Cu, 1.04 g/t Au and
1.30 g/t Ag. One of the best intercepts in 1991 was in hole NKT-91-13
(Main) with 0.277% Cu, 0.331 g/t Au and 4.44 g/t Ag over 83.05 metres
(McIntyre, 1991).

Yellowjack Resources Ltd. became the operator of the property in 1992
and implemented a two-phased exploration approach that focused on
previously drilled anomalies. Overall, the company drilled 18 holes
totalling 4,477 metres that resulted in several encouraging results,
especially in the Main zone area. Holes YKT-92-40 to 43 produced several
wide zones between 50 to 150 metres wide that averaged 0.12 - 0.36%
Cu and 0.435 g/t Au (Wells, 1994).

Over the winter months of 1994 and 1995, Yellowjack completed two
diamond drill holes totalling 606 metres on the Main zone testing the
north-easterly plunge potential of the deposit. The drilling intercepted two
well mineralized sections highlighted by hole YKT-95-58 that returned
0.168% Cu and 0.20 g/t Au over 35.50 metres.

In 2001, John Chapman and Gerald Carlson staked the Katie claim block.
They commenced a limited program in 2005 whereby the entire Swift core
library was re-boxed and moved to Salmo, and selected portions of core
were re-logged and re-sampled. Several of the historical Katie drill collars
were re-located by GPS and the survey data aided the transformation of
the collar data to UTM NAD83 co-ordinates. This was followed in 2006 by
creating a digital drill hole database of the Katie deposit and generating an
in-house, preliminary mineral resource to assist in defining the mineral
potential of the deposits (Chapman, 2006).

In 2006, the Swift Katie property was finally amalgamated into one
package when the Chapman-Carlson team joined with Ken Murray and
Doublestar Resources Ltd. Also, three additional claims were added to the
existing claim group immediately to the north and northwest of the Swift
Katie claim block. In March 2006, the Issuer optioned the entire
amalgamated property and commenced to lay the ground work for future
project exploration.



               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 14
Star Property History

Commencement of exploration on the current Star claim group is recorded
in Provincial government databases to be during 1897 with discoveries of
the Alma N and Star zones (Höy et al. 2001). BC Annual Report
publications document a half-century of intermittent mining history related
to the main property zones (Eureka, Star and Alma N) that involved
numerous exploratory programs, infrastructure works and underground
development that resulted in small-scale mine extraction and processing
of Au, Ag and Cu ores.

November 7th 1899, marks the date of recording for the Star claim (L.
3687) covering an area of 51.65 hectares, by grantee J. Blomberg. In
1902, J.P. Swedberg received Crown grants for the Eureka group of
claims. The seven claims included: Eureka, Toronto, Champion, Alhambra
Fraction, Viking Fraction, Gold Leaf and Gold Leaf Fraction (Wright, 1899
and 1902).

By 1904, the claims contained two mining levels that were opened up by
two shafts that each measured 26 and 23 metres respectively, and by an
inclined shaft of 12 metres in length. From these workings, some drifting
was conducted that disclosed very favourable showings. One of the veins
exposed by the shaft work measured 1.5 metres wide and contained
anomalous copper and gold to a value of $18.00. A parallel vein of 1.2
metres wide contained a gold value of $5.00 and was opened up by the
inclined shaft and six metres of drifting (Renwick, 1904).

Also in 1904, Sharpless Mining Company operated for a portion of the
year at the Star Mine located immediately southeast of the Eureka.
Development at the time consisted of a shaft down to 27 metres, minor
drifting and exposure of a vein of gold quartz varying from 0.6 to 1.2
metres wide with values estimated near $10.00. The company expended
approximately $14,000.00 toward bonding, milling privileges at the nearby
Granite mill and improving the mine building infrastructure. A contract was
signed to deliver 36 tonnes of ore per day. To satisfy the tonnage
requirement set forth in the agreement, broken down country rock was
blended with the extracted ore before it was ‘teamed’ to the mill.
Unfortunately, this dilutive process reduced the value of the ore to less
than $3.00 which was below the teaming and treatment costs (Renwick,
1904).

In 1905, work on the Eureka claims was split between Mr. Swedberg and
a group led by J. A. Kirkpatrick. During the first months of the year,
Swedberg’s crew conducted shaft sinking, 37 metres of drifting and a trial
shipment of 13 tonnes was sent to the Trail smelter. Following this,
Kirkpatrick’s team bonded the property and extended the depth of the

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 15
shaft by another 15 metres and added 61 metres of drifting from the shaft
base. The ‘carbonate-filled’ vein was almost one metre wide on average
and carried Au and Cu values. The full width of the vein was mined during
the first six months of the bond and approximately 227 tonnes of ore was
shipped for smelting. The average reported head grade was 7% Cu, $7.00
in Au and $2.00 in Ag (Renwick, 1905).

During 1906, work on the mine was carried out by Eureka Copper Mine
Limited (ECML). The shaft was carried down for 15 metres to the 45-metre
(150-foot) level and drifting of 82 metres was developed from the 45- and
60-metre (200-foot) levels. Copper ore shipments totalled 854 tonnes and
assayed approximately $14.00 per ton in combined Au and Cu (Renwick,
1906).

Copper prices declined in 1907, resulting in less development work and a
reduction in the amount of copper-enriched ore being shipped from the
Eureka Mine. Approximately 563 tonnes were shipped grading 5.5% Cu,
62.2 g/t Au and 74.7 g/t Ag (Wright, 1907).

Despite the Eureka Mine having some of the highest grade copper ore
recorded in the province, ore shipments ceased during 1908 and 1909.
Over this period, the mine development remained active with focused
efforts toward shaft sinking. Also, cross-cut tunnelling of approximately
245 metres was being advanced and a great quantity of future ore was
blocked out. In the fall of 1909, the nearby Alma N was bonded by ‘Coast
mining men’ who immediately commenced development work (Bradley,
1909).

In 1910, the exploration activity in the district reached a peak and ore
shipments from the Eureka Mine resumed. Work by ECML during the year
saw an additional 213 metres of cross-cuts, development of 305 metres of
new drifts and approximately 310 tonnes of ore was smelted at Trail with
an increased assay value over prior years to about $18.00 per tonne
(Teetzel, 1910).

Also in 1910, 76 metres of cross-cut tunnelling was developed on the
Alma N group of claims owned by a consortium of individuals. Previous
development consisted of a 14 metre shaft on the lead, to the bottom of
which a cross-cut tunnel of 18 metres in length was driven. The gold ore
was free-milling and some native copper was reported (Teetzel, 1910).

During 1911, the tunnel workings at Eureka were connected by a raise
with the drift from the 60-metre level and 75 metres of drifting was
finished. Several ore shoots between depths of 75 to 90 metres below
surface were opened up but very little ore was shipped (Teetzel, 1911).


               FORM 2A – LISTING STATEMENT
                       November 14, 2008
                           Page 16
In July 1912, the property was bonded from ECML to the British Columbia
Copper Company (“BCCC”). At the time, roughly 915 metres of
development work was completed, four ore shoots were opened in virgin
ground up to a depth of 75 metres and there was available ore identified in
the old workings. As the work by BCCC progressed, two new ore shoots
were discovered and a winze system was sunk from the tunnel level on
one of the ore shoots for over 15 metres. A 50 centimetre ore section in
this area had 5-15% Cu and up to 2,800 g/t Ag (Teetzel, 1912).

Work continued in 1913 by BCCC with up to 25 employees reporting for
work. A gasoline powered hoist was installed and the winze from the 75-
metre (250-foot) level was sunk for 30 metres on narrow quartz ore
carrying bornite and native silver. Approximately 60 metres of drifting
proceeded from the bottom of the winze and the main drift was advanced
by 75 metres. This work exposed ore dominated by chalcopyrite as
opposed to the more common carbonate-type. Also, a small boiler, ore
concentrator, and pump were installed until water issues forced the mine
to close until the following spring (Cartmel, 1913).

The beginning of WWI in 1914 caused a detrimental effect on mining
activity for the Nelson District (Cartmel, 1914). The yearly reports are void
of any discussion on activities occurring at any of the Star property
occurrences and later documentation suggests that the BCCC allowed the
bond to lapse.

Early in 1915, the property was secured under lease and bond by F.
Keffer and H. Johns (formerly of BCCC) and subsequently optioned to
Victoria-based, Pingree Mines Limited (PML) who started operating in the
summer months. A new tunnel located approximately 60 metres below the
old incline underwent considerable development in an effort to improve
drainage and potentially open new mineable areas. The company also
had plans for a new aerial tramway and an electrically driven compressor
in order to improve shipping and reduce the costs related to hauling by
wagon over an ‘indifferent road’ (Cartmel, 1915).

A geological examination of the region is also documented in the Annual
Report of 1915 by J.D. Galloway who served as an Assistant Mineralogist
with the Provincial government. Reportedly at the Eureka, the copper ore
was mainly azurite, malachite and chrysocolla, formed from the oxidation
and carbonation of primary chalcopyrite. The ore occurs in well defined
shoots in the fissures and can be up to four metres wide with an average
width of approximately 1.2 metres. To date, almost 1,370 metres of mine
development work was completed consisting of an inclined shaft, drifts
from three levels (30-, 40-, and 65-metres) and a 396 metre-long cross cut
tunnel (Galloway, 1915).


               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 17
In the spring of 1917, Au-Cu-Ag ore shipments of 1,125 tonnes were
hand-mined and extracted by an average of 84 mine employees under the
direction of J.J. Malone of Nelson. New underground and surface work
was conducted, a new compressor and hoist were located at the mine,
new ore bins were installed, and the construction of a 330 metre-long, 2-
bucket aerial tramway was undertaken. This tramline connected the mine
to a new road being constructed near the upper terminal of the Granite-
Poorman tramway. This second tramway was also being built by the
ECML and would extend for one kilometre downslope and across the
Kootenay River to the CPR railway station at Granite. Overall, these mine
improvements were made in an effort to increase ore shipments to about
45 tonnes per day (Langley and Jarvis, 1917).

In 1918, a reduced workforce of up to 12 miners undertook a plethora of
activity that included total ore shipments of roughly 844 tonnes,
underground development to the 60-metre level, aerial tram-works costing
$
  12,340.00, and a new road was finished with the assistance of the Public
Works Department (Langley and Ferguson, 1918).

Later in 1918, the mine was acquired by the Inland Mining Company and
operated under the Vincent Development Co. The new group also
acquired the Granite-Poorman mine and upgraded the mills floatation
equipment in order to optimize the processing of ores from both mines. A
total of approximately 225 tonnes of ore was shipped to the Trail smelter
(Langley and Cartmel, 1919). Unfortunately, within a year the bond was
allowed to lapse after 365 metres of cross-cutting failed to tap the
expected vein at depth due primarily to a general lack of sufficient
prospecting beforehand (Cartmel, 1920).

Over the next several years, work activity was rarely reported by the Gold
Commissioners in the Annual Reports. At times, mining activity under the
claim group was either idle or greatly reduced.

From 1926 to 1930, G. Matthews of Salmo conducted small-scale,
periodic development work on the Alma N gold property. O’Grady (1930)
reports that the mine workings were located on a bench at approximately
1,525 metres elevation, and consisted of a 10 metre vertical shaft, a 22
metre-long drift, a deep wide open-cut measuring seven metres-long, and
some trenches. Gold values were found in quartz and silicified crushed
country rock along an irregular contact of the Nelson granite and rocks of
the Rossland volcanic group. Along the contact and in the floor of the big
open-cut, ribs of quartz are visible among large masses of decomposed
iron-stained material. A grab sample of broken material paralleling the
contact was collected by O’Grady from the open-cut and assayed 5.3 g/t
Au and 37.3 g/t Ag. At the bottom of the shaft the cross-cut was driven
south-westerly or approximately at right angles to the trend of the contact

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 18
at surface. The tunnel was developed into a crushed silicified zone within
schists that are impregnated by pyrite and iron oxide. Further government
sampling in the drift assayed up to 15.6 g/t Au and 56.0 g/t Ag over a
width of one metre.

The majority of the 1930s languished under the shadow of the Great
Depression. However, gold production in the Nelson Mining Division was
at some of its highest levels when compared with the previous 20-year
period. Unfortunately, properties situated in the Eagle and Sandy creek
drainages appear to have undergone very little activity during this time.

During 1932, the government published Bulletin No. 1: Lode-gold Deposits
of British Columbia. The Alma N is included in the document that focused
primarily on gold-mining conditions, probabilities and possibilities in semi-
developed mines, and highlighting future prospecting and exploration
potential (O’Grady, 1931).

In 1938, The Alma N was purchased outright by the Alman Star Syndicate.
During the summer and fall, the old workings were re-sampled and 1,525
metres of diamond drilling was conducted. That same year, the Golden
Eagle group of claims located nearby on Hall Creek was also active under
owner-operator Nelson Gold Mining Syndicate (Hughes, 1938).

In 1940, the Gold Leaf claim located approximately 500 metres due west
of the Eureka Mine was active. Owner-operator H. Wood, conducted
hand-steel development work on a small-scale (Walker, 1940).

In 1946, the Eureka mineral claims were associated with a larger grouping
principally interested in the Fern Mine located on Hall Creek. Operations
were led by the Fern Mine Ltd. and financed by Premier Border Gold
Mining Co., Quatsino Copper-Gold Mines Ltd., and associates. Direct
reference to the Eureka area is not given in the Annual Report, although
the companies were very active conducting diamond drilling and mine
development in the area (an adit/cross-cut was collared and advanced 25
metres, drifts of at least 142 metres were opened and underground
sampling was conducted). Unfortunately, most of the exposed widths were
too narrow for operations along the quartz/sheared material (Mitchell,
1946).

In 1950, Kenville Gold Mines Ltd. (KGML) re-opened the Eureka Mine and
began new raise construction that was attempting to connect with the
existing winze. Unfortunately data relating to the winze location was
unreliable and therefore the raise was halted after only 30 metres.
Approximately 180 tonnes of ore from the Eureka dump was trucked
approximately five kilometres to the Kenville mill for processing (Peck,
1950).

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 19
During 1951, Copper Leaf Mines Ltd. (“CLML”) purchased the Eureka
Mine from KGML. Work during the year saw the partial re-opening of the
75-metre level for approximately 183 metres until the vein was
encountered. Further development was considered impractical, so an old
shaft was rehabilitated by a three-man crew over a four-month period in
an attempt to bypass a caved area at the aforementioned mine level. This
effort was successful in locating the old winze (Peck, 1951).

By 1953, the property was optioned from CLML to a group of individual
partners known as the Eureka Copper Syndicate and the property
holdings were increased to 10 claims with the addition of the Gold Hill,
Imperial and Viking claims. Because the mine had been recently re-
opened, further advancement continued on the pre-existing sub-level that
measured 45 metres in length. This level followed a quartz vein containing
chalcopyrite that was up to one metre wide. Late in the year, 73 tonnes of
ore that was extracted from this underground area was shipped to the
Kenville mill (Peck, 1953).

In 1954, the ore from the previous year was milled at the Kenville Base
Metals Concentrator. A tabulation of the overall gross metal contents
extracted from the ore was approximately 124 grams of Au, 5,941 grams
of Ag and 587 kilograms of Pb. The Syndicate did not perform any
advancement on the mining front; instead all of the portable machinery
was removed from the site. In September, an option was granted to J.E.
Crockart but no work was conducted (Sargent and Peck, 1954).

During 1956, the property area was very active with up to 45 employees
documented. CLML controlled both the Eureka Mine and Kenville Mill and
early in the year they rehabilitated the 75-metre level for the first time in
many years and concentrated on the south end of the workings. The ore
zone in this area measured roughly 2.4 metres wide and was hosted in
remnant calcareous sediments within granite. Mineralization of
chalcopyrite, galena and native silver with quartz are cut by a fault at the
southernmost end. Development also included the advancement of three
stopes totalling 34 metres long, mining of a narrow orebody at the 135-
metre (450-foot) level was conducted, a stope was carried up to the 75-
metre level, and surface buildings were erected. The total mined from the
two levels amounted to about 2,722 tonnes utilizing tracked haulage
powered by battery and diesel locomotives (Sargent and Peck, 1956).

Further work in 1956, was completed at the old Star shaft. Four drill holes
totalling 488 metres were collared from surface attempting to correlate
with results obtained from the two holes drilled in 1938. The ore grade
encountered in drilling was reported to be similar to the Eureka but with
greater widths. Diamond drilling was also completed on the Dundee and

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 20
M.S. claims. The Kenville mill operated intermittently on ore from both the
Eureka and Queen Victoria mines with the concentrates being eventually
shipped to the smelter in Tacoma. The overall gross metal content
extracted from the combined ore was tabled as approximately 1,586
grams of Au, 300,000 grams of Ag and 18,675 kilograms of Cu. In the
latter half of 1956, funds were provided to CLML by the Reno-based
Finley Company and all operations assumed their namesake (Sargent and
Peck, 1956).

During 1957, renewed efforts targeted the south-eastern Golden Eagle
Crown-granted claims located on the west side of Sandy Creek, and
owned by B.A. Pickering and G.S. Strong of Nelson. They constructed
about 2.5 kilometres of access road from a point on the existing Eureka
Mine road. Mechanized exploration near the upper adit consisted of
bulldozer stripping that exposed a broken, discontinuous vein that was up
to 45 centimetres wide. A grab sample of blast material from the vein
assayed approximately 40.4 g/t Au, 40.4 g/t Ag and 5.1% Pb (Peck, 1957).

During 1983 and 1984, Ryan Exploration Co. Ltd. began to acquire the
property after a lengthy hiatus in exploration and mine development
activity. The company conducted extensive geochemical analysis,
geophysical surveys, trenching and rotary-reverse circulation (RC) drilling.
The work identified extensive areas of low grade mineralization with
scattered pockets of higher grades within intrusive and volcanic rocks
(Fraser and Kaufman, 1988).

From 1984 to 1988, U.S. Borax explored the Star, Alma N and Gold Eagle
regions of the property under an option agreement with Reymont Gold
Mines Limited (RGML). Borax completed gridded soil surveys, IP
geophysics, reverse circulation and diamond drilling. The available data
suggests that over 6,800 metres was drilled in 52 holes (39 RC holes and
13 diamond drill holes) during this period. At the Star zone, Borax tested a
large coincident IP/Au-Cu geochemical soil anomaly coinciding with a
highly fractured and altered monzonite stock (Dawson et al., 1989).
Composited results for the historical RC drilling from 1985 at the Star
zone, produced a high in hole S-10 of 1.82 g/t Au, 5.04 g/t Ag and 0.42%
Cu over 27.44 metres. At the Alma N and Gold Eagle zones, drilling
intersected gold mineralization associated with sheared volcanic rocks
and highly fractured monzonite (Dawson et al., 1989). One of the best
assay composites calculated from the historical RC drilling was in hole S-
3, drilled in 1986 on the Alma N zone, that assayed 3.09 g/t Au and 1.98
g/t Ag over 36.59 metres. This intercept also included a near surface,
higher grade zone of 7.51 g/t Au and 3.03 g/t Ag over 6.10 metres
beginning at a downhole depth of 28.96 metres.



               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 21
       In June 1989, Pacific Sentinel Gold Corp. (PSGC) negotiated an option
       agreement with RGML and Lectus Developments Ltd. to potentially earn
       up to a 70% interest in portions of the large 30 km2 Great Western Star
       property. Over a three-month period during the summer, PSGC completed
       a preliminary exploration program that included geological mapping, line
       cutting, soil and rock sampling, trenching, and IP-Mag geophysical
       surveying. A representative grab sample from the area of the Alhambra
       underground workings assayed 1.75 g/t Au, 173 g/t Ag, 0.82% Cu, 1.08%
       Pb and 1.50% Zn (Dawson et al., 1989).

       Between November 1989 and March 1990, PSGC drilled a total of 5,880
       metres in 26 diamond drill holes, spaced over five mineralized zones
       within the large property holding (Ronning, 1990). From this,
       approximately 4,000 metres in 18 drill holes was attributable to the current
       Star property outline (Alma N, Star and Eureka). Several anomalous drill
       intercepts were returned for Au-Ag +/- Cu with the best composite result
       being 5.12 g/t Au and 4.45 g/t Ag over 14.62 metres in hole GWS-89-01
       collared at the Alma N zone.

 (b)   Lawrence Page, Q.C. is the principal of Manex Resource Group Inc. which
       assigned to the Issuer a letter agreement dated March 27, 2006 in relation
       to the Swift Katie property, as more particularly described in item 22.1(a).

 (c)   Not applicable.

(4)    Geological Setting — The regional, local and property geology:

       SWIFT KATIE PROJECT

       Swift Katie Regional Geology

       The Rossland Group volcanic succession is the most easterly exposed
       stratigraphic sequence of the Triassic-Jurassic Quesnel arc terrane. A few
       kilometres south of the property, the Lower Jurassic Rossland Group is
       juxtaposed against Paleozoic rocks of the Kootenay Terrane by the west-
       dipping Waneta thrust fault. In the Salmo area, the group comprises a
       basal succession of fine and coarse grained clastic sedimentary rocks
       assigned to the Archibald Formation; volcanic, volcaniclastic and epiclastic
       rocks assigned to the Elise Formation; and overlying fine grained clastic
       sedimentary rocks of the Hall Formation (Höy and Andrew, 1990; Cathro
       et al., 1993).

       The earliest structures in the Katie area (ca. 180 Ma) are tight folds locally
       associated with penetrative mineral foliation and intense shearing and
       thrusting (Höy and Andrew, 1990). These structures are more pronounced
       near the Waneta fault, where the overturned and east-dipping Hellroaring

                         FORM 2A – LISTING STATEMENT
                                November 14, 2008
                                    Page 22
Creek syncline exposes Hall Formation in its core and sheared Elise
Formation rocks in its limbs (Höy and Andrew, 1990). The compressional
structures are sealed by Late Jurassic to Cretaceous intrusions such as
the Wallack Creek stock (Höy and Andrew, 1990), exposed in the south-
eastern corner of the property (Burge, 1986), suggesting a minimum age
for the shortening.

Swift Katie Property Geology

The project area is underlain by a sequence of volcanic, volcaniclastic and
sedimentary rocks that have been intruded by fine grained to porphyritic
and equigranular stocks and dykes. These rocks have been deformed by
north-northeast-striking folds and shear zones as well as east-west to
northwest-striking faults.

The northern part of the property is underlain by predominantly
volcaniclastic breccias and clastic sedimentary rocks. The Main Zone area
is underlain mainly by andesite breccias. The Swift area is underlain by a
sequence of augite-phyric andesites and andesitic lapilli tuffs and the
southern part of the mapped area is underlain by rhyolite and andesite.
The layered rocks have been intruded by hornblende diorites, pyroxene
diorites, monzonites to quartz monzodiorites, and by biotite gabbros.

These successions are assigned to the Archibald, Elise and the Hall
formations (Cathro et al., 1993), consistent with the regional stratigraphic
framework defined in the area by Höy and Andrew (1990). The Archibald
and Hall formations are dominantly fine grained clastic sedimentary
sequences and the Elise Formation consists largely of volcanic,
volcaniclastic and epiclastic rocks (Höy and Andrew, 1990). Broadly-
similar sequences in both outcrop and drill core have been observed.
However, there remains uncertainty as to the relationship between the
lithofacies and the thickness of individual units due to the structural
complexity of the property geology.

Sediments located in the most westerly parts of the property are
tentatively assigned to the Archibald Formation. Volcanic units of the Elise
Formation dominate the central part of the property, while the northeast
portion of the mapped area contains distinctive black shales that are
assigned to the Hall Formation.




               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 23
STAR PROJECT

Star-Toughnut Regional Geology

The Nelson area, including the Star-Toughnut properties, has been the
focus of numerous government-funded mapping programs over a range of
scales, culminating with J.F. Walker in the mid-1930s. More recently,
mapping primarily by Höy and Dunne, from the 1980s to present, has
formed the dominant collaborative understanding of the regional geology
for the area.

The west portion of the regional geological map area is underlain by
dominantly arc-related schistose volcanics, volcaniclastic and epiclastic
rocks of the Mesozoic Quesnellia Terrane. These units were accreted
eastwardly, as an obducted thrust package, on to the platformal sediments
of the Late Proterozic to Paleozoic Kootenay Arc Terrane of the eastern
Omenica Belt; deposited upon the miogeoclinal rocks of Ancestral North
America (Höy and Dunne, 2001). Each of these terranes was intruded by
co-magmatic to syntectonic plutons and later ‘stiched’ by post-accretionary
intrusions (165-160 Ma) that often dominate the current map area.

According to Höy et al. (2004), the area immediately southwest of Nelson
that encompasses the Star-Toughnut projects, is underlain by Early
Jurassic (Sinemurian) Rossland Group mafic and shoshonitic volcanic
rocks of the Upper Elise Formation that are intruded by various Early
Jurassic to Middle Eocene intrusions, stocks and dykes. The majority of
the Elise Formation mapped units represent a broad accumulation of
undifferentiated shallow-submarine to sub-aerial mafic to intermediate
flows, tuffs, epiclastic deposits and subvolcanic intrusions (Je).

Certain end-members of the Upper Elise Formation have been further
sub-divided on the regional 1:50,000 scale geology map (Höy et al. 2004,
2001). Lapilli tuffs with plagioclase +/- augite-bearing volcanic clasts (Je8l)
are bounded to the east by the Mount Verde listric normal fault that formed
during the Early Jurassic (Bajocian). Furthermore, approximately three
kilometres to the south-southeast of the Star, minor northwest-southeast
trending slivers of Upper Elise Formation have been differentiated into
mafic flows and breccias (Je4), mafic tuffs (Je7), and crystal tuffs (Je8x).

The Elise Formation units in the region are intruded chronologically by: a)
the co-magmatic intrusions of the Jurassic Eagle Creek Plutonic Complex
(Jec), b) a series of subalkaline porphyritic bodies of the Middle Jurassic
Silver King Intrusive Suite (Jsk), c) numerous small to large stocks that
are probably correlative with the mid Jurassic Nelson Batholith (Jn, Jn1),
d) Tertiary rhyolite and lamprophyre dykes and, e) Eocene Coryell alkalic
intrusions (Ec) (Logan et al., 2003; Dawson et al., 1989).

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Within the central part of the map area, the Silver King Shear system
forms a two kilometre wide northwest-trending corridor of intense foliation,
shearing and east-verging folds within the Rossland Group metavolcanics.
The shear forms the core of the tight, south-plunging, west-dipping
overturned Hall Creek syncline and has altered the flows and tuffs in the
region to chlorite, pyrite, and iron-carbonate schists. The age of the
shearing and folding is bracketed between the ca. 175 Ma Silver King
intrusion and essentially post-kinematic ca. 165 Ma Nelson Batholith (Höy
and Dunne, 2001; Dawson et al., 1989).

A protracted genetic and metallogenic history for the greater Star
(Toughnut?) project areas, largely analogous to the past-producing
Rossland Mining Camp sequence of Höy and Dunne (2001) is proposed
as follows:

     1. Elise Formation arc volcanics and the co-magmatic Eagle Creek
        Plutonic Complex are deposited, locally extended and uplifted in
        Early Jurassic time. These syn-mineralized Cu/Au-bearing units
        contained disseminated Cu and Au sulphide-associated
        mineralization.
     2. During the Middle Jurassic there is continued compressional
        tectonics resulting in tight to isoclinal parasitic folds, thrusting,
        transposition, attenuation and localized alteration that are
        contained within the broader, valley-wide Hall Creek Syncline.
        The Silver King plutons (178-174 Ma) are emplaced bringing
        epigenetic fluids and synkinematic veins enriched in Au-Ag-Cu+/-
        Pb-Zn. These ‘mineralizers’ are focused along the earlier
        intrusion-related fractures and fill the axial planes of folds.
        Furthermore, the syn-mineralization discussed earlier is
        potentially concentrated/re-mobilized.
     3. Syn- to late-tectonic layer-parallel and dextral (right-lateral)
        shearing associated with the Silver King Shear Zone.
        Synkinematic mineralized veins (third-phase?) are introduced and
        further re-mobilization of pre-existing economic minerals is likely
        during this time. At the deposit scale, the geometries may be
        weakly aligned in an east-west trend and/or fault offset along this
        trend as seen at the Silver King deposit. Collectively however, the
        deposits are potentially part of a larger en-echelon set of
        occurrences contained within a regional corridor or envelope that
        trends northwest-southeast near the Star-Toughnut-Silver King
        area.
     4. Intrusion of the post-accretionary Nelson plutons (165-160 Ma).
        Earlier sulphides are potentially remobilized and subjected to

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 25
         further concentration. Conversely, this post-mineral intrusion-
         related emplacement and cross-cutting may have resulted in the
         net reduction of pre-existing sulphide bodies.
     5. Late extension and tilting in the Eocene; expressed locally by
        emplacement of post-mineral mafic and lamprophyre dykes/sills.

Star-Toughnut Property Geology

The claims are underlain by a sequence of metavolcanic rocks of the Early
Jurassic Upper Elise Formation that have been intruded by fine grained to
porphyritic and equigranular dioritic-monzodioritic stocks of the co-
magmatic Eagle Creek Plutonic Complex. In turn, these units are cut by
younger mafic to lamprophyric dykes. These rocks have been deformed
by a regionally-scaled, north-northwest striking shear zone called the
Silver King Shear Zone.

The metavolcanic rocks of the Upper Elise Formation are located primarily
in the south-easternmost claim area, specifically at the Alma N and Gold
Eagle zones. These units are typically mafic to intermediate andesitic
flows/tuffs, mafic tuffs, epiclastic deposits and subvolcanic intrusions (Je).
Specific Elise Formation unit delineation is as follows: Je4 - augite +/-
plagioclase mafic flow, flow breccia; Je7 - mafic tuff; Je7f - fine mafic tuff;
Je8l - lapilli tuff with plagioclase +/- augite bearing volcanic clasts; and
Je8x - plagioclase +/- augite crystal tuff (Höy et al., 2004).

The Alma N and Star showings are at or near the sharp, irregular contact
between the Upper Elise Formation volcanic rocks and the Eagle Creek
Plutonic Complex (Dawson et al., 1989). On the property, the major
intrusive units encountered consist of monzodiorite and diorite (Jec), and
the late dykes that are predominantly lamprophyric with minor basalt and
diabase end-members noted.

Generally, the monzodiorite/diorite units are leucocratic, grey-dominant,
fine to medium grained, moderate to strongly foliated and locally fractured
to stockworked. Alteration is moderate to intense (potassic, proplylitized,
argillic), chloritized and locally silicified.

Conversely, the lamprophyres are medium to dark brown, fine grained,
phyric dominated, fresh looking to unaltered and of indeterminate
orientation. Within the Silver King Shear Zone, the intrusive complex is
altered so that plagioclase is commonly saussuritized, sericitized and/or
partially replaced by chlorite. Muscovite, chlorite and calcite overprint and
surround plagioclase and microcline, and segregated albite and epidote
show fine-grained cataclastic textures (Höy and Dunne, 2001).


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     Disseminated pyrite is ubiquitous within this zone of shearing, with
     auriferous quartz veins and quartz-carbonate stockworks occurring
     throughout. In addition, wide zones of disseminated shear-hosted gold
     mineralization (Alma N and Gold Eagle zones) have been discovered
     within the shear corridor on the property (Dawson et al., 1989).

     Pyrite is also disseminated throughout the contact zone at the Alma N
     area and increases from 1-2% in the country rock to 3-5% in the intrusion.
     Gold content shows a positive correlation with increasing pyrite and
     potassic alteration. In the Silver King Shear Zone, higher gold content is
     associated with strong quartz-sericite alteration and pyrite content up to
     10% (Höy and Dunne, 2001).

     Considerable drilling by Pacific Sentinel Gold Corp. concentrated on the
     contact mineralization of the Alma N zone. The mineralized zones are
     within an altered “monzodiorite” with disseminated and fine fracture-
     controlled pyrite, magnetite and minor chalcopyrite. Alteration includes
     bleaching, locally pervasive K-feldspar, and late calcite veinlets (Ronning,
     1990).

(5)–(9) Exploration Information, Mineralization, Drilling, Sampling and Analysis,
     Security of Samples:

SWIFT KATIE PROJECT – 2007 and 2008

     2007 Swift Katie Exploration Program - Introduction

     Field activities on the Swift Katie claims in 2007 consisted of a
     reconnaissance style 1:5,000 scale geological mapping-sampling program
     and a diamond drilling campaign that were conducted over a two month
     period from mid October to mid December 2007. The combined work
     programs were centred on the principal zones - Katie Main, 17 zone and
     the Swift - located within tenures 507490 and 508207. The exploratory
     program constituted the initial ground survey for the Issuer after entering
     into an agreement with the vendors. In addition, six mineral claims were
     added to the property holdings.

     The purpose of the exploration program was two-fold: firstly to assess and
     attempt to standardize the existing historical data collected previously by
     other companies over a multitude of programs; and secondly, to increase
     the known mineralized footprint outlined from over 30 diamond drill holes
     that are associated with the main zone, all the while looking to establishing
     new zones for future advancement. A detailed account of the 2007
     exploration activities for the Swift Katie project is presented below.



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                             November 14, 2008
                                 Page 27
2007 Swift Katie Geological Mapping and Sampling Program

Reconnaissance 1:5,000 scale geological mapping-sampling was
conducted from mid October to mid November 2007. The goal of this
inaugural company effort was to assess historical surface geological data
that was previously collected on the property and to attempt to standardize
the geological database as a precursor to the follow up drill program.

A total of 43 rock grab samples were collected by our field geologists who
ensured all samples were catalogued precisely through field notes, hand
samples, photographs, and hand-held GPS devices. For each sample site,
a sample is collected and an identifying numerical sample tag is placed
within a new sample bag, and permanent-marker sample numbers were
affixed prior to being zip-tied closed. The zip-ties or straps, cannot be
tampered with and ensure the sample is free from contamination. Prior to
being shipped commercially, all sample information is entered into various
spreadsheets, tracking files and forms are generated, and the samples are
placed in sturdy rice bags with necessary shipping information labels.

Samples were shipped for analyses to International Plasma Laboratories
of Richmond, BC. Individual sample preparation sequencing at the lab
included: sorting, primary crushing to -10 mesh, splitting the crushed
material to 500 grams, pulverization to -150 mesh, homogenization to 4 x
125 gram pulps and finally analysis. Each sample was analyzed for Au-Pt-
Pd by fire assay with AA finish and trace elements were determined using
an Aqua Regia + ICP30-MS (Hg) element package. The laboratory is ISO
9001:2000 certified and they offer a Quality Assurance protocol at each
analytical stage. Trained personnel ensure the lab facilities are carefully
maintained and a system of blanks and standards is regularly processed
and analyzed. Blind tests are frequently run to reinforce reliability.

The Swift Katie project is underlain by a sequence of volcanic,
volcaniclastic and sedimentary rocks that have been intruded by fine
grained to porphyritic and equigranular intrusions. These rocks have been
deformed by north-northeast-striking folds and shear zones as well as
east-west to northwest-striking faults.

The northern part of the property is underlain predominantly by
volcaniclastic breccias and clastic sedimentary rocks. The Katie Main
zone area is underlain largely by andesite breccias. The Swift area is
underlain by a sequence of augite-phyric andesites and andesitic lapilli
tuffs and the southern part of the mapped area is underlain by rhyolite and
andesite. These rocks have been intruded by hornblende diorites,
pyroxene diorites, monzonites to quartz monzodiorites, as well as biotite
gabbros.


               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 28
The layered successions are assigned to the Archibald, Elise and Hall
formations (Cathro et al., 1993), consistent with the regional stratigraphic
framework defined in the area by Höy and Andrew (1990). The Archibald
and Hall formations are dominantly fine grained clastic sedimentary
sequences and the Elise Formation consists largely of volcanic,
volcaniclastic and epiclastic rocks (Höy and Andrew, 1990).

Broadly similar sequences in both outcrop and drill core have been
observed during the course of exploration. However, there remains
uncertainty in the relationship between the lithofacies as the succession
may be overturned. Moreover, unit thicknesses are difficult to constrain
due to the folding as well as the possibility of the repetition of strata due to
faulting.

The most westerly rocks on the property are tentatively assigned to the
Archibald Formation. These map units are in thrust fault contact with Elise
Formation rocks to the east. Designating the westernmost units reflects
both their position on the regional BCGS map and their lithological
distinction when compared to the centrally dominant rocks of the Elise
Formation. The northeast portion of the mapped area contains distinctive
black shales that are assigned to the Hall Formation and these rocks also
show a direct correlation with the regional government maps.

Intercalated crystal-lithic sandstones and banded shale-sandstone
sequences that resemble rocks of the Archibald Formation are widely
distributed throughout the map area. Importantly, these sediments were
mapped adjacent to volcanic rocks normally assigned to the Elise
Formation and therefore remain enigmatic with respect to their correct
stratigraphic position within the Rossland Group.

The Elise Formation hosts the mineralization on the property and has
been subdivided into four informal lithofacies: a dacite-rhyolite sequence
(Lithofacies 1); an augite-phyric andesite flow and breccia sequence
(Lithofacies 2); and a sequence of fine grained to feldspar- and
hornblende-phyric andesite tuffs and breccias (Lithofacies 3). Minor clastic
sedimentary rocks of uncertain Formation assignment comprise
Lithofacies 4 and are spatially associated with the three volcanogenic
packages.

Rock Units at Swift Katie
Lithofacies 1 consists of a sequence of dacitic to rhyolitic rocks with
volumetrically minor andesites and basalts, intercalated with minor clastic
sedimentary rocks. The unit outcrops in the extreme southwest part of the
mapped area as was visible in the 2007 drill core on the periphery of the
Katie Main zone.


                FORM 2A – LISTING STATEMENT
                         November 14, 2008
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Rhyolite - Outcropping at the south-western end of the map area, rhyolite
is characterized by 2 to 3mm subrounded quartz phenocrysts (5-10%) in
an aphanitic groundmass. The unit is massive, characteristically yellow-
beige to pale green and has rusty joint surfaces. The rhyolites on the
property were interpreted as glassy flows by Burge (1986) however, no
textures were observed that suggest the rock is extrusive.

Dacite and Dacite Breccia - In drill core, at the bottom of drill holes VKT07-
059 and VKT07-060, the dominant rock type in the package is dacite with
1 to 3mm feldspar phenocrysts (0-20%) in a fine grained to aphanitic
beige to yellow-green groundmass. Quartz is absent in the dacites,
differentiating them from the rhyolite unit. Breccias are present at the
margins of the coherent facies dacite and are composed of juvenile clasts
with angular to cuspate margins ranging from 0.5 to 8cm. In some cases
the marginal breccias are polymictic and clast components consist of fine
grained dacite, augite porphyritic andesite and fine grained andesite in a
fine grained green to grey matrix. Minor intervals (<10cm wide) of fine
grained bedded material with high bedding-to-core-axis angles occur in
both drill holes, intercalated with dacite.

Coherent and Fragmental Basalt - The dacites and rhyolites are spatially
associated with minor intervals of coherent and fragmental basalt in both
outcrop and drill core. The basalts are black to dark green and are either
coherent or contain <2cm angular, dark fine grained fragments (10-50%)
in an aphanitic to locally feldspar phyric (1-3mm; 15%) groundmass. The
basalts are chlorite altered and cut by abundant calcite veins.
Amygdaloidal basalt is marked by calcite or epidote-filled amygdules and
is rarely noted in outcrop.

Lithofacies 2 consists of a sequence of augite-phyric andesite flows and
breccias that outcrop as northeast-trending panels on the Swift Katie
property. The unit also occurs in drill core in the Katie Main zone and 17
zone, spatially associated with the strongest sulphide mineralization.

Augite Porphyritic Flows and Breccias - Augite porphyritic rocks are
typically massive with a grey-green aphanitic to fine grained feldspathic
groundmass. The unit can be either coherent or fragmental. Augite
phenocrysts associated with the coherent facies and as clasts within
fragmental rocks, are 0.5 to 10mm and compose up to 50% of the rock.
Feldspar phenocrysts are subordinate, typically <1mm in size and
compose a further 5% of the rock. Fragmental rocks are generally matrix-
supported with lapilli- to block-sized augite-phyric clasts.

Lithofacies 3 consists of an extensively outcropping and laterally-variable
sequence of fine grained to feldspar- and hornblende-phyric andesite tuffs,


                FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 30
breccias and possibly shallow intrusions. It is the dominant lithologic unit
in the Swift Katie area.

Feldspar-Hornblende-Phyric Andesite Crystal Tuffs, Flows and/or
Intrusions – Significant unit variation is manifested by the quantity of all
crystal types that were observed, the abundance of each individual crystal
phase noted and at the scale of mapping conducted (1:5,000). Typically,
the zones contain approximately <1mm feldspar (10%) and <1mm
hornblende (5%) that are set in a blue-green, chlorite-altered groundmass
or matrix. Crystals can be locally larger, broken or have abraided margins.
Other andesitic rocks are entirely aphanitic to fine grained with no field-
recognizable crystal component.

Andesite Lapilli Tuffs - Andesite tuffs in the region are dominantly lapilli
tuffs, although crystal tuffs, lithic tuffs, crystal-lithic and crystal-lapilli tuffs
also occur. These rocks have a green-grey to blue-grey, chlorite-altered
matrix and lapilli fragments that generally compose <10% of the rock.
Lapilli-sized fragments are typically subrounded to subangular although
examples of angular fragments are noted. Clast composition is dominated
by fine grained andesite and feldspar-porphyritic andesite. Crystals and
crystal fragments are dominantly hornblende and feldspar and when
visible they usually comprise 1 to 5% of the rock.

Coarse Volcaniclastic Breccias – These breccias are primarily polylithic,
matrix-supported and generally poorly-sorted. Clasts are set in a grey-
green, chlorite-altered matrix and can range from 3 to 40cm (most are
block-sized) and compose 15 to 35% of the rock. Individual clasts include
fine grained andesite, vesicular andesite, feldspar-porphyritic andesite,
fine grained grey sedimentary rock, and equigranular microdiorite. Clast
margins are subangular to subrounded and locally fluidal-shaped.

Lithofacies 4 is composed of banded to massive sedimentary rocks that
are enigmatic with respect to their subdivision within the Rossland Group.
Intercalated shale-sandstone rocks outcrop on the west side of the
property where they are likely attributable to the Archibald Formation as
assigned by BCGS mapping. However, other intercalated shale-sandstone
and sandstone units outcrop in the central part of the property where they
are associated with andesitic to rhyolitic rocks of the Elise Formation.

Shale-Sandstone - This unit is characterized by alternating layers of shale
and sandstone. Furthermore, the unit is intercalated with rhyolite and
andesite and associated with arkosic sandstone on the west side of the
property. The shale layers are dark grey and the sandstone layers are
light grey-brown. The sandstone layers are rich in feldspar, containing
between 30 to 40% as feldspar crystals and feldspar crystal fragments (1-
2mm). The bands of shale and sandstone vary from approximately one

                 FORM 2A – LISTING STATEMENT
                           November 14, 2008
                               Page 31
millimetre to several centimetres in thickness having individual bands that
are often discontinuous and deformed. Some sandstone beds are rich in
cubic pyrite measuring up to 2mm.

Sandy Brown – The sandy brown unit consists of medium grey to brown,
medium grained, bedded arkosic sandstone composed of approximately
40% pristine-looking and broken feldspar crystals (0.5-2mm), up to 20%
hornblende (0.5-2mm), and <10% very fine grained quartz. Other minor
fragments that comprise between 1 to 3% of the unit were also noted in
the field. These rare fragments are either dark grey, fine grained, generally
elongate to shard-like in appearance (0.5-2cm) and of unknown origin; or
the fragments are dark grey, fine grained and rounded having a shale
affinity.

Distinctive clastic sedimentary rocks assigned to the Hall Formation
outcrop on the northeast and eastern parts of the property.

Conglomerate - A poorly-sorted, clast-supported conglomerate is noted in
one outcrop between the andesitic tuff package of the Elise Formation and
the black shales of the Hall Formation. Clasts are rounded, of mixed
lithologies and compose approximately 50% of the rock. The clasts vary in
size from <1cm to >40cm. The matrix is sandy and the weathered surface
is limonitic.

Black Shale - The black shale unit is locally pyritic with strongly limonitic
foliation surfaces. Pyrite occurs as fine to medium grained disseminations
and comprises up to 5% of the rock. The shale is graphitic and locally has
a polished appearance on fresh surfaces. This unit is intensely foliated
with widely varied orientations that are noticeable over small areas. The
bedding and foliation are commonly discordant and are frequently cut by
discontinuous quartz and carbonate veins that are often oriented
perpendicular to the foliation. Only rare examples of foliation parallel pyrite
veins were noted. Within the shale unit there was one noted example of a
35cm wide arkosic sandstone unit with native sulphur that was parallel to
the foliation and fracture filling.

A minor, local occurrence of grey shale with cherty horizons was also
observed. This shale variety lacks pyrite and is not carbonaceous.

Intrusive Rocks at Swift Katie
A number of equigranular to porphyritic intrusions cut the supracrustal
volcanic and sedimentary sequences in the region. These bodies are
compositionally diverse and include mafic, mafic-alkaline, alkaline and
intermediate to felsic intrusions.



                FORM 2A – LISTING STATEMENT
                         November 14, 2008
                             Page 32
Hornblende Diorite and Diorite Breccia – Equigranular diorite is common
in the Swift Katie drill holes, although outcropping diorite is less common.
The diorite is medium grained, equigranular and characterized by
subequal amounts of 1 to 3mm hornblende (40-60%) and 1 to 3mm
plagioclase feldspar (40-60%). Minor textural variations are present having
larger hornblende or feldspar crystals and minor fine grained ellipsoidal
enclaves in an otherwise medium grained rock. Locally the rock appears
fragmental and may reflect more of an alteration overprint. Some chilled
fragments and several andesitic-looking wallrock fragments are noted
locally. The fragments (or pseudo-fragments) are subangular with irregular
shapes, typically <4cm and compose 20% of the rock.

Intermediate Intrusion-Cemented Breccia - Clasts in the intrusion-
cemented breccia are block sized (up to 50cm) and the unit is polylithic
with subrounded to subangular clasts of banded felsic rock, porphyritic
andesite, fine grained andesite, and silicified rock. The cement is fine
grained, and is composed of equigranular microdiorite. Pyrite is present in
the matrix as disseminations, clots and stringers.

Pyroxene Diorite – This intrusive is characterized by 5 to 20%, 3 to 6mm
augite phenocrysts in a holocrystalline, medium grained groundmass
dominated by hornblende and plagioclase. The hornblende and
plagioclase crystals range in size from 2 to 4mm and compose
approximately 80% of the rock.

Quartz Monzodiorite Megaporphyry - A quartz monzodiorite (QMD)
megaporphyry intrusive phase with northwest-trending, steeply-dipping
contacts has been identified at two outcrop locations. The feldspar,
megaporphyritic QMD contains approximately 40% non-megacrystic
feldspars that are altered to pale green sericite. K-feldspar megacrysts
(>1cm) in size make up approximately 15% of the rock and have a
purplish cast. The hornblende content is <5% and occurs as very small
(<1mm) phenocrysts. Quartz phenocrysts constitute 5 to 10% of the unit
and are subhedral to subround. The megaporphyry has a reddish,
aphanitic groundmass. Outcrops of the megaporphyry vary from several
metres to tens of metres in surface extent and are often strongly altered
and cut by fine, glassy quartz +/- magnetite veins.

Biotite Hornblende Monzonite – This intrusive was noted only once during
the course of mapping on the property. The rock is equigranular to
porphyritic with a holocrystalline groundmass and contains approximately
10% biotite crystals (>1mm) and rare megacrysts (<1cm), 5% hornblende
(1-5mm), 30% plagioclase (1-3mm), and 10% K-feldspar (1-2mm). The
rock is locally strongly magnetic.



               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 33
Monzonite Porphyry – An intensely silicified, red monzonite porphyry is
visible sporadically in the Swift Katie drill holes. The rock contains up to
30% skeletal feldspar phenocrysts that are generally <8mm in size, as well
as smaller quartz phenocrysts (<5%). The groundmass is aphanitic and
contains locally relict biotite and darker green clots likely representing
hornblendes that have become totally altered to chlorite. Chalcopyrite and
pyrite are common within this unit.

Feldspar Microporphyry - Small outcrops of feldspar microporphyry appear
to be spatially associated with the QMD megaporphyry. The unit is silica-
sericite altered and has an aphanitic, silicified groundmass. Feldspar
phenocrysts compose roughly 15% of the rock while hornblende
phenocrysts constitute approximately 5%. Both phenocryst components
range in size from 0.5 to 2mm.

Crowded Feldspar Porphyry – This buff-white, slightly greenish, crowded
feldspar porphyry contains 60 to 70%, 1 to 4mm feldspar phenocrysts in a
glassy to greyish, often pyritic, aphanitic groundmass. Drill core
observations are rare, but do reveal a unit with sharp contacts and
significant variation in phenocryst size.

Pyroxene-Porphyritic Biotite Gabbro – Fresh, post-mineral pyroxene-
porphyritic biotite gabbro cut the mineralized units with sharp contacts.
This rock is characterized by dark green, 3 to 4mm pyroxene phenocrysts
(10-20%) that are set in a fine grained holocrystalline groundmass.
Phases in the groundmass consist of 0.5 to 1mm feldspar (30%) and 0.5
to 1mm biotite (30%).

Ultramafic Porphyritic Dykes – One known example of an ultramafic
porphyritic dyke is currently delineated from property mapping. The
outcrop has 3 to 5mm pyroxene and hornblende phenocrysts (+/- biotite,
+/- tourmaline) that are set in a dark green-grey, chlorite-altered, aphanitic
groundmass.

Basalt Dykes – Sparsely occurring feldspar-porphyritic basalt dykes are
present on the Swift Katie property. The dykes have a grey, fine grained
groundmass with 10%, 2 to 4mm plagioclase phenocrysts.

2007 Swift Katie Diamond Drilling

Top Rank Diamond Drilling Ltd. of Ste. Rose du Lac, Manitoba was
contracted to complete the diamond drilling during the fall. Collectively, a
total of 1,125.92 metres of drilling was completed at both the Katie Main
and 17 zone areas between November 13th and December 13th, 2007.
Survey location control was collected by hand-held GPS devices, drill
orientation parameters were set by compass and the casing steel remains

                FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 34
in the ground for future recording by more detailed survey methods. Drill
core was transported to Salmo for description, sampling and storage.

All geological data collected is the responsibility of the core logger. The
drill log represents a complete account of the drill hole and final sections
are plotted at 1:1,000 scale. The Excel logging sheet template contains
the following pages: a) Header Sheet: this worksheet contains the collar
survey information, downhole surveys, drill start and end dates, purpose
(including nomenclature of relevant holes nearby) and comments
associated with the drill hole (i.e.: casing left in hole, problems
encountered, block issues etc.), b) Consol Sheet: this sheet contains all
the logging data (rock from-to depths, units and sub-units, structural data,
rock quality description (RQD) of the applicable metreage, alteration
types, mineralization (pyrite, chalcopyrite, bornite, malachite) and assay
results). The sheet utilizes both a written logging format and a detailed
more quantitative approach to the geology data, c) Geodet Sheet: the
“geo-detail” sheet offers a quantitative record of the drill hole as outlined
above, d) Assay Sheet: the assay sheet contains all the analytical details
and compositing once the certified analyses are received, e) Lith Sheet:
the lithology sheet is the downhole rock unit data that will be used to
create the cross sections and, f) Geotech Sheet: the geotechnical sheet
records the individual core box metreages, RQD - quality description
between core blocks, and magnetic susceptibility readings that are
collected at one-metre intervals.

2007 Swift Katie Diamond Drilling - Katie Main Zone

The Katie Main zone was tested by two NQ holes totalling 903.42 metres.
Drilling at the Katie Main zone was designed to pierce previously
delineated mineralized shoots; thought to plunge moderately to the
northeast.

A total of 700 samples, collected from the drilling, were sent to Assayers
Canada laboratories in Vancouver for assay. Each sample was analyzed
for Au, Pt-Pd, Cu and 30 additional elements. Gold and copper are
analyzed by atomic absorption spectroscopy (AAS) using appropriate
calibration standards. For those Cu samples that assay >0.1%, the sample
is re-assayed using a smaller sample weight. Platinum-Palladium and the
trace elements are analyzed by inductively coupled plasma atomic
emission spectroscopy (ICP-AES) using appropriate calibration standards.

Established QA/QC quality protocols were followed during all core
sampling. Certified standards purchased from WCM Minerals Ltd. in
Burnaby, were both randomly and “blindly” inserted into the sample
stream for every 20 to 30 samples taken, or approximately 5% of the total


               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 35
assays. The results of these samples were carefully monitored in order to
verify the assaying quality.

Our geological and technical field team were guided by a series of
sampling protocol measures that are implemented, and updated
constantly, with an eye toward meeting or exceeding the standards of the
industry. Protocol aspects such as: sampling widths and methodology (2.0
metre maximum to 30 centimetre minimum are required, geological
personnel outline samples for the technical team to process), advanced
record keeping is conducted (all logging information is collected digitally
using Excel-based computer software, core photographs are taken before
samples are extracted), rock quality descriptions (RQD) and core boxes
are labelled permanently before the core is rock-sawn and sampled. Core
samples are cut-in-half by a diamond-bladed circular saw (50% goes
toward each sample, 50% is positioned back within the core box) where
sample tags are affixed. Between individual samples the saw apparatus is
thoroughly cleaned, and eventually the sampled/boxed core is stored in
the core yard library for future reference.

The Main zone is located in the northern region of the property within
tenure number 507490, on NTS map sheet 82F/3 and is centred at
approximately 475800E 5443450N (NAD 83 UTM Zone 11 West).

Historically, the Main zone has had over 30 drill holes directed toward it by
multiple workers. The past exploration was successful in identifying a
widespread, bulk tonnage-type target of anomalous copper and gold
mineralization. However, the dimensions and projection of the higher
grade areas remain poorly understood. The past exploration efforts have
defined a deposit that is a minimum of 500 metres in length with a true
thickness ranging from 70 to 135 metres. On average, zones on the
project are defined by grades that typically exceed 0.2% copper and 0.25
g/t gold (Naciuk and Hawkins, 1995). Recent compilation studies and
mapping by the Issuer suggest the mineralization plunges moderately to
the northeast and remains open for expansion both along strike and
downplunge.

The geology intercepted in the southeast-directed (3300), steeply dipping
(-800) drill holes VKT07-059 and VKT07-060, is summarized into three
discreet lithological packages. The upper hanging wall portion of both
holes was largely a 200 to 250 metre thick sequence of coherent and
fragmental andesite intruded by hornblende diorites. The middle
chalcopyrite and pyrite mineralized zone is hosted in an augite-phyric
andesite (Lithofacies 2) and pyroxene diorite sequence. These units are
underlain by a footwall sequence of fragmental and coherent dacite-
dominant rocks (Lithofacies 1) with minor fragmental basalts and
andesites.

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 36
Well mineralized intervals are characterized by abundant fine grained
biotite alteration, silica flooding and quartz veining, disseminated and vein-
hosted magnetite, and high chalcopyrite to pyrite ratios. Minor actinolite
and albite alteration was noted both within and marginal to mineralized
areas. Epidote and chlorite occur over the entire length of both 2007 drill
holes centred on the Main zone.

Some of the best assay intervals calculated from the 2007 drilling on the
Main zone includes 0.23% Cu and 0.16 g/t Au over 47.06 metres from
237.62 - 284.68 metres down the hole in VKT07-059. Modal sulphide
content averages 1 to 3% (locally up to 5-10%) and is dominantly pyrite
and chalcopyrite. The character of the mineralization varies from
disseminated, to patchy, and often vein- and veinlet-hosted. The main
sulphides are often spatially associated with increased silicification, and
lesser carbonitization and/or epidote alteration.

Equally significant, was a 14.98 metre zone of 0.39% Cu and 0.60 g/t Au
beginning at a downhole depth of 209.90 metres in hole VKT07-060.
Included within this broad interval, is a very encouraging higher grade
intercept of 1.70% Cu and 2.80 g/t Au over 1.58 metres. Similarly, pyrite
and chalcopyrite dominate this interval and occur as fracture-fill,
disseminations, and vein- to veinlet-hosted. Usually there is 1 to 3% pyrite
and trace to 1% chalcopyrite recorded in this intercept.

2007 Swift Katie Diamond Drilling - 17 Zone

The 17 zone is also located in the northern region of the property,
approximately 700 metres south of the Main zone. Likewise, this zone is
within tenure number 507490, on NTS map sheet 82F/3 and is roughly
centred at 475950E 5442850N (NAD 83 UTM Zone 11 West). The 17
zone was tested by a single BQTW hole to a depth of 222.50 metres that
was intended to offset a previously drilled favourable intercept.

MacIntyre (1991) describes this locality as having a moderate
chargeability, a coincident Cu-Au soil anomaly and a strong magnetic
response. These favourable target characteristics were supported by
subsequent drilling in hole NKT-91-17. This hole intercepted a favourable
zone of 0.319% Cu, 0.295 g/t Au and 0.80 g/t Ag over 69.0 metres.

Conceptually, drill planning by the Issuer was based on a west-northwest
striking target with a moderate southeast dip. The known mineralized
extents remain open and the current dimensions are based on a nominal
amount of drilling that has defined a true thickness of 90 metres, and a
minimum strike length of 300 metres.


                FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 37
Late in the 2007 exploration season, the zone was tested by a single,
BQTW sized diamond drill hole positioned near the favourable intercept
recorded in 1991. Hole VKT07-061 was oriented at 3300, angled at -450
and drilled to a depth of 222.50 metres.

The geology intercepted in hole VKT07-061 is characterized by a wide
sequence of Elise Formation. Andesitic ash and lapilli tuffs of Lithofacies 3
are intercalated with augite-phyric andesite flows and breccias of
Lithofacies 2. These porphyritic rocks are typically massive and can be
either fragmental or coherent and are spatially associated with the
strongest sulphide mineralization. The core contained multiple silicified
zones and breccia with quartz cement and andesite clasts.

Assay results calculated from this hole highlights a wide intercept of 0.1%
Cu and 0.12 g/t Au over 121.89 metres. Included within this thick
composite is a higher grade intercept of 0.16% Cu and 0.28 g/t Au over
19.59 metres. On average the interval contains 1 to 3% pyrite throughout
and more locally concentrated chalcopyrite that ranges from trace to 3%.
Pyrite varies from very fine grained disseminations to fracture-filling and
blebby. Rare semi-massive pyrite was also noted with concentrations
approaching 20% over a 1 to 2 metre wide section of core.

2007-2008 Swift Katie Airborne DIGHEM Geophysical Survey

Fugro Airborne Surveys Corp. was contracted by the Issuer from
December 5th, 2007 to January 16th, 2008 to complete an airborne
geophysical survey over the Swift Katie claim group. The survey consisted
of a DIGHEM V electromagnetic-resistivity-magnetic system that was
flown for a total of 505 line-kilometres over approximately 95% of the
7,064 hectare Swift Katie claim group (Farquhar et al., 2008).

The primary focus of the survey was to detect conductive mineralized
zones, aid in definition of any plug-like structures that might represent
porphyritic intrusions, and to provide specifics on a variety of geological
and structural features on the property that are often masked by
overburden. Overall, the survey should assist with deposit definition, future
targeting and prioritization.

The principal flight lines were flown in an azimuthal direction of 20o-200o
with a line separation of 200 metres. Tie lines were flown orthogonal to the
traverse lines at 110o-290o with a line separation of 400 metres. The
survey employed the DIGHEM V electromagnetic system outfitted with a
magnetometer, radar and barometric altimeters, a video camera and a
digital recorder. The instrumentation was installed in an AS350B3 turbine
helicopter flown by Questral Helicopters Ltd. The helicopter flew at an


               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 38
average speed of 72 km/h with a sensor height of approximately 30
metres (Farquhar et al., 2008).

From the resulting data, Fugro personnel concluded that the surveyed
region contains many anomalous features, several of which are
considered to be of moderate to high priority as exploration targets.

The total magnetic field and calculated vertical magnetic gradient maps
potentially delineated numerous zones of either magnetite enrichment or
magnetite destruction as high nanoteslas (nT) and low nT anomalies,
respectively. These anomalies might lead to future increases in mineral
tenor by focusing the exploration efforts toward zones of potential
economic mineral concentrations and/or zones of increased hydrothermal
alteration or fluid flow.

With respect to electromagnetics, Farquhar et al. (2008) categorize four
different airborne EM anomalies as being either discrete (conductive
sulphides or graphite associated with bedrock sources), broad (conductive
rocks, deep weathering profiles, weathered tops of plugs or pipes, or wide
alteration zones), magnetite-related or cultural (gas pipelines etc.).
Statistically, Fugro has identified 438 EM anomalies where roughly 20%
fall within the moderate to high range and consequently warrant further
investigation. Most of the conductors are non-magnetic, suggesting
graphite or argillaceous shales (Farquhar et al., 2008).

The foremost conductor detected is labelled “D1” on the EM base map
and represents a lengthy northeast-southwest trending anomaly
measuring approximately 10 kilometres long by up to 600 metres in width.
The northeast sector of this conductor correlates well with a sequence of
synclinal Hall Formation sediments shown on many regional government
geology maps. However, no current geological correlation or interpretation
is known to exist for the remaining five kilometre-long southwest portion of
the conductor (approximately 50%). If this lower conductive region is
related to the sediments then the Formation may persist much further to
the southwest than is currently mapped.

Conversely, this conductive source may be related to other sedimentary
units such as Lithofacies 4 - Unassigned Units (possibly Archibald and/or
Elise formations) mapped on the property in 2007, or the conductor might
result from graphitic shears/faults or conductive sulphides.

Base maps for apparent resistivity were presented in frequencies of
7,200Hz and 56,000Hz. These maps offer a large dynamic range by utilizing
multiple frequencies and hence are considered excellent mapping tools
(Farquhar et al., 2008). Empirical results related to porphyritic intrusions
have indicated that these features can be more resistive, less resistive or

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 39
indistinguishable from the host rocks. Therefore, any subtle resistivity
anomalies may be of interest especially those that are circular or plug-like
(Farquhar et al., 2008).

Summarizing the resistivity data briefly, it appears to have outlined many
important features worthy of further ground-truthing. Several circular and
broadly elliptical resistivity highs have been defined on the property,
especially within the highly prospective Elise Formation volcanogenic
package. These anomalies may be related to igneous emplacement or
more specifically, buried porphyritic intrusions. Likewise, several resistivity
lows were identified and many appear coincident with some of the
conductors described earlier.

The results of the 2007-2008 airborne geophysics program, flown over
almost the entire Swift Katie project area, was very encouraging. Detailed
maps produced from the survey were of a very good quality and the
project area contains many anomalies that are considered to be of
moderate to high priority as exploration targets. The program highlighted
the complex geology associated with the claims thereby reinforcing the
need for future multi-disciplinary exploration endeavours.

Due to the success of the airborne it is recommended that an expanded,
multi-faceted exploration program be conducted in 2009. Exploration
techniques that should be implemented include mapping-prospecting and
sampling, ground-based geophysics (Mag-VLF and IP), and diamond
drilling.

All known deposits within the property remain open along strike and
downdip. Activity should target the Katie Main, 17 zone, West, and Swift
areas and focus on the augite-phyric lithofacies of the Elise Formation that
often is associated with elevated Cu-Au mineralization.

2008 Swift Katie Exploration Program

Field activities on the Swift Katie claims consisted of a reconnaissance
prospecting and a diamond drilling campaign that were conducted over a
three-month period from June 15th to September 5th 2008. The combined
work programs were centred on the principal Katie Main zone located
within tenure 507490.

The key objective of the exploration program was designed to
systematically target the main zone deposit area in an attempt to delineate
an orebody; one that might become compliant with NI43-101 standards for
resource-reserve estimation.



                FORM 2A – LISTING STATEMENT
                         November 14, 2008
                             Page 40
2008 Swift Katie Prospecting and Sampling

Reconnaissance prospecting was conducted over a brief period in late
June and the majority of chip samples were collected proximal to some of
the 2008 drill hole collars. A total of 44 rock chip samples were collected
and then shipped for analyses to Assayers Canada laboratories located in
Vancouver BC. Samples were analyzed for Au (+/- Pt-Pd) and 34
additional elements by Fire Assay (FA) / Atomic Absorption Spectroscopy
(AAS) and Inductively Coupled Plasma-Atomic Emission Spectroscopy
(ICP-AES) using appropriate calibration standards.

All of the samples were dioritic in composition and approximately 50%
contained > 500ppm Cu. The best results came from two chip samples
collected at the Katie Main zone and included 0.1028% Cu over 3.0
metres width in sample 767811 and 0.1006% Cu over 2.20 metres width
in sample 767835.

2008 Swift Katie Diamond Drilling – Katie Main Zone

Wade Critchlow Drilling Ltd. of Salmo BC was contracted to complete the
diamond drilling during the exploration season. Collectively, a total of
2,954.21 metres of NQ2-sized drilling was completed at the Katie Main
area between June 23rd and August 18th, 2008. Surface-related drill collar
data was collected by hand-held GPS devices, drill orientation was set by
compass and a clinometer was used to set the required dip angles.
Downhole survey data (azimuth, dip and magnetic field) was measured
within each drill hole at approximately 50-metre increments using an
electronic “Flex-IT” multi-shot surveying instrument. Drill core was
transported to Salmo for description, sampling and storage.

A total of 1,676 samples, collected from the drilling, were sent to Assayers
Canada laboratories in Vancouver for assay. Samples were analyzed for
Au and 34 additional elements by Fire Assay (FA) / Atomic Absorption
Spectroscopy (AAS) and Inductively Coupled Plasma-Atomic Emission
Spectroscopy (ICP-AES) using appropriate calibration standards.

Established QA/QC quality protocols were followed throughout the core
sampling process. A variety of analytical standards were purchased from
CDN Resource Laboratories Ltd. and WCM Minerals Ltd. For every batch
of 24 core samples collected, two random and “blind” QA/QC samples
were included. Protocol required that a single standard pulp be inserted,
and either a blank or duplicated core sample be added within the sample
stream. Overall, approximately 9% of the total assays were QA/QC-
related; the results of which were carefully monitored in order to verify the
assaying quality.


               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 41
The drill campaign successfully intercepted several broad Cu-Au zones
both downdip and along strike of previous drill intercepts. Some of the
best assay grades calculated from the drilling included 0.17% Cu and 0.25
g/t Au over 71.00 metres in hole VKT08-068 beginning at a downhole
depth of 49.00 metres. Correspondingly, this intercept contained a higher
grade zone of 0.21% Cu and 1.25 g/t Au over 7.90 metres. Furthermore,
hole VKT08-071 contained 48.07 metres of 0.20% Cu and 0.36 g/t Au
from a near surface downhole depth of 19.00 metres. In addition, this
intersection included an anomalous gold zone grading 1.73 g/t over 7.07
metres from 60.00 to 67.07 metres.

While many of the drill intercepts and chip sample results returned in 2008
were encouraging, the overall grade and thickness parameters will have to
be improved during future programs in order to begin to develop a viable
resource. The majority of exploration conducted to date has been
successful but future upside potential may exist by attempting to focus on
other areas.

The property remains one of the key mineral assets in the region. The
claim area is vast, several zones have been identified to date and many
are worthy of renewed focus and due diligence. The current database is
extensive and is enhanced by the recently completed, property-wide,
DIGHEM airborne survey conducted from late 2007 to early 2008 by
Fugro Airborne Surveys Corp.

Preliminary recommendations for future work include a renewed effort
toward the existing data with an eye toward zones that may have been
overlooked along with investigating all anomalous showings, assays and
geophysical targets.

STAR PROJECT 2008

2008 Star Project Exploration Program - Introduction

Field activities on the Star claims consisted of a reconnaissance-scale
prospecting and a diamond drilling campaign that was conducted over a
three-month period from June 15th to September 15th 2008. The combined
work programs were centred on the principal zones at Alma N, Star and
Eureka.

The purpose of the exploration program was two-fold: firstly to assess and
attempt to verify the existing historical data collected by other companies
over a multitude of programs; and secondly, to increase the known
mineralized footprint regions that were outlined from over 70 drill holes
and >14,500 metres. Our field crews focused on these sectors and also
attempted to establish new zones for future advancement. A detailed

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 42
account of the 2008 exploration activities for the Star Project is presented
below.

2008 Star Project Prospecting and Sampling

Reconnaissance prospecting was conducted over an eight-day period
from June 28th to July 5th, 2008. A total of 19 rock chip samples were
collected and then shipped for analyses to Assayers Canada laboratories
located in Vancouver BC. Each sample was analyzed for Au, Pt-Pd, Cu
and 33 additional elements. Gold and Platinum-Palladium are fire assayed
with Au values determined by atomic absorption spectroscopy (AAS) and
Pt-Pd undergoing inductively coupled plasma atomic emission
spectroscopy (ICP-AES). Copper concentrations are deduced by AAS and
the remaining trace elements undergo Aqua Regia leach and ICP-AES.
Appropriate calibration standards are used in all analyses performed by
the laboratory.

Approximately 45% of the samples that were collected during prospecting
contained anomalous values for economic minerals (Au-Ag-Cu) with the
best result being 1.81 g/t Au, 6.20 g/t Ag and 0.3809% Cu in sample
767901 that was collected from an historical mine dump area.

2008 Star Project Diamond Drilling

Wade Critchlow Drilling Ltd. of Salmo BC was contracted to complete the
diamond drilling during the exploration season. Collectively, a total of six
holes and 1,672.15 metres of NQ2-sized coring was completed at the
Alma N and Star zones between August 26th and September 15th, 2008.

Surface-related drill collar data was collected by hand-held GPS devices,
drill orientation was set by compass and a clinometer was used to set the
required dip angles. Downhole survey data (azimuth, dip and magnetic
field) was measured within each drill hole at approximately 50-metre
increments using an electronic “Flex-IT” multi-shot surveying instrument.
Drill core was transported to Salmo for description, sampling and storage.

Notably, upon completion of the drilling a reclamation program was also
implemented that included the following: drill sumps were back-filled, drill
pads were contoured and piles levelled, water-bars were constructed on
exploration trails to control run-off, cut trees were limbed and piled along
access routes as per Ministry of Forests instructions, and the drill sites
were re-seeded.

The Alma N zone was tested by four NQ2 holes totalling 1,118.62 metres
while the Star zone was tested by two holes totalling 553.53 metres.
Drilling at these zones was designed to pierce previously identified

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 43
mineralized intercepts from unverified historical drill programs that were
conducted in the mid to late 1980s and 1990. The historical drilling
successfully delineated a large bulk-tonnage polymetallic, porphyry-type
system. Some of the best intercepts included hole GWS-90-24 at the Alma
N that graded 1.00 g/t Au and 1.04 g/t Ag over 38.00 metres and drill hole
GWS-89-4 at the Star zone area that reportedly intercepted 1.10 g/t Au,
3.24 g/t Ag and 0.143% Cu over 30 metres. However, the Hunter
Dickinson group declined to advance the project despite the seemingly
encouraging results.

The recent drill program conducted by the Issuer enhanced the database
by providing an additional 902 samples that were analyzed for Au and 34
element ICP analyses. The drill campaign was very successful in
intercepting several Au-Ag +/- Cu zones both downdip and along strike of
previous drill intercepts. The majority of composited zones at the Star
property were outlined using the following cut-off grades: 0.5 g/t Au, 1.0 g/t
Ag and 0.1% Cu. One of the best assay grades calculated from the drilling
was from hole VST08-006 at the Alma N zone that returned 5.94 g/t Au
and 3.78 g/t Ag over 12.97 metres (diluted, 0.1 g/t Au cut-off), which
included a higher grade (non-diluted) intercept of 18.77 g/t Au and 11.55
g/t Ag over 4.0 metres.

Established QA/QC quality protocols were followed during all core
sampling. Analytical standards were purchased from CDN Resource
Laboratories Ltd. and WCM Minerals Ltd. For every batch of 24 core
samples collected, two random and “blind” QA/QC samples were included.
Protocol required that a single standard pulp be inserted, and either a
blank or duplicated core sample be added within the sample stream.
Overall, approximately 9% of the total assays were QA/QC-related; the
results of which were carefully monitored in order to verify the assaying
quality.

2008 Star Project Diamond Drilling – Alma N Zone

The Alma N zone is located in the southern region of the property within
the Elk (L. 3677) Crown-granted claim, on NTS map sheet 82F/6 and is
centred at approximately 473800E 5476900N (NAD 83 UTM Zone 11
West).

Historically, the Alma N zone has had at least 15 drill holes directed
toward it by multiple workers. The zone marks the contact of schistose
Upper Elise Formation volcanogenic rocks with the co-magmatic Eagle
Creek Plutonic Complex (Höy and Dunne, 2001). According to Dawson et
al. (1989), the contact forms an indistinct zone that is several tens of
metres across typified by large xenoliths of partially digested volcanic rock
within potassically altered leucocratic monzonite. Past drilling intersected

                FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 44
gold mineralization associated with sheared volcanic rocks and highly
fractured monzonite. The historical drilling was successful in delineating a
large bulk-tonnage polymetallic, porphyry-type system that warranted
further investigation.

In summary, the geology intercepted in the east-directed (090o), shallow to
steeply dipping (-47o to -80o) drill holes VST08-001, -002, -005 and -006,
appears to consist of two principal units represented by variable andesites
and diorites that are cut by minor diabase and lamprophyre dykes. The
andesites are usually dark green-grey, fine to medium grained, chloritic,
flow-related to moderately tuffaceous and display a range of weak
alteration (epidote, potassium, sericite and silica). Diorites are most often
green-grey, fine to medium grained and porphyritic. These units are often
intensely altered and are mostly greyish-white, exhibit moderate to intense
bleaching locally and overall are dominantly sericite-silica altered. Coring
of the major rock units in this area measured from as little as 10 metres
wide up to a maximum of 100 metres in thickness.

The mineralization is hosted equally amongst the two major units and was
logged as being largely pyritic throughout with broad to patchy local
concentrations of chalcopyrite and rare malachite. The predominant pyrite
modal-percent range is from trace to 1% in the majority of recent holes.
However, drill logs for holes VST08-002 and -006 document several tens
of metres wide sections with pyrite between 3-5%, and up to 7-10%
locally.

Some of the best assay intervals calculated from the 2008 drilling in the
Alma N zone may also be interpreted as representing both a continuous
and open-ended ore-shell. Drill holes VST08-002 and -006 on section
6975N included 1.92 g/t Au and 2.53 g/t Ag over 15.90 metres from
247.00 to 262.90 metres depth, and 3.15 g/t Au and 2.06 g/t Ag over
24.97 metres from 221.00 to 245.97 metres, respectively. Furthermore,
these holes contained higher grade intercepts that graded 4.21 g/t Au and
6.30 g/t Ag over 6.0 metres in hole VST08-002 and 18.77 g/t Au and 11.55
g/t Ag over 4.0 metres in hole VST08-006.

Genetically, the primary units described earlier may reflect a coeval
magmatic deposition and shared deformation history. The proposed
genetic model modified from Höy and Dunne (2001), suggests a broad
sequence of deformed variable andesites and tuffs of the Elise Formation
that were intruded co-magmatically by laccoliths, apophyses or dyke-like
to stock-like diorites/monzodiorites associated with the Eagle Creek
Plutonic Complex. Subsequently, this package is then polydeformed
through tight to isoclinal folding, thrusting, transposition, attenuation and
foliation, and layer-parallel shearing.


               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 45
The metallogeny is postulated to represent both syngenetic (disseminated
gold and base-metal minerals emplaced in both magmatic packages) and
epigenetic (porphyry-related intrusions, remobilization of, and focusing of
new zones via pervasive meso- to hydrothermal overprint and fracture
zones). The resulting geometry of the rocks in the Alma N area are
similarly oriented in plan view with the regional northwest-southeast fabric
of the Silver King Shear system. The deformed strata at Alma N appears
to dip steeply to the south-southwest with sub-parallel Au-Ag mineralized
zones that plunge moderate to steeply west-southwest.

Conversely, an interdigitating contact deposit model is probable for the
Alma N zone represented by either a) a single variably textured volcanic to
subvolcanic unit or; b) the contact zone interdigitates between two or more
differing units. A single sequence of andesite-diorite affinity could
represent part of the Early Jurassic Upper Elise Formation and correspond
to interfingering between intermediate flows, tuffs, and subvolcanic to
shallow intrusions. Otherwise, the diorites encountered in this zone may
be related to the Middle to Late Jurassic Nelson Intrusive suite and thus
the andesites are potentially large xenoliths of partially digested volcanic
rock within younger diorite intrusions (Dawson et al., 1989).

Underscoring the differences in the proposed interpretive models outlined
above, is the fact that no concrete verification of the historical data has
been established by the Issuer. To date, the Issuer has not been able to
ascertain the location of the drill core from the 1989-90 drill programs and
the drill collar locations have not been adequately verified in the field.
Therefore, more drilling is recommended in order to delineate the complex
nature of the Alma N zone geology.

2008 Star Project Diamond Drilling – Star Zone

The Star zone is located in the central region of the property within the
Star (L. 3687) Crown-granted claim on NTS map sheet 82F/6 and is
centred at approximately 473500E 5477600N (NAD 83 UTM Zone 11
West).

Historically, the Star zone has been targeted by at least 15 drill holes
completed by a number of companies. The historic drilling recognized the
potential for larger, bulk-tonnage, low grade gold-silver-copper
mineralization. US Borax tested a large coincident IP/Au-Cu geochemical
soil anomaly coinciding with a highly fractured and altered monzonite
stock (Dawson et al., 1989).

The geology intercepted in the east-directed (090o), shallow to steeply
dipping (-50o to -85o) drill holes VST08-003 and -004, can be summarized
into one discreet lithological unit. Predominantly, both drill holes

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 46
intersected broad intervals of mesocratic, porphyritic monzodiorite with
moderate alteration and weak fabric that correlates with the Eagle Creek
Plutonic Complex. The unit is cross-cut only marginally (<2%) by diabase
and lamprophyric dykes based on an evaluation of the core recovered.

The well mineralized portions of the drill core are characterized by quartz
and calcite veins-veinlets and stringers with moderate silicification. Pyrite
and chalcopyrite are ubiquitous averaging trace-1% with some local zones
that are 1-3% combined; patchy-local malachite was noted in the logs.
This region returned lesser values for gold than did the drill holes at the
Alma N zone. However, the silver values are similar in both targets and
the copper zonation is more pronounced at the Star zone.

Drill hole VST08-003 also contained a visible gold specimen at a
downhole depth of 45.44 metres. The gold fleck measured approximately
1.5 millimetres in diameter occurring with 0.5% chalcopyrite and was
hosted in a three centimetre wide, 80o to core axis (tca) quartz vein cutting
a monzodiorite intrusion. The precious metal-related assay results for this
1.0 metre wide sample was 1.68 g/t Au, 3.50 g/t Ag and 0.41% Cu.

Some of the best assay intervals calculated from the 2008 drilling in the
Star zone includes 1.11 g/t Au, 2.46 g/t Ag and 0.16% Cu over 34.0
metres from 224.00 to 258.00 metres down the hole in VST08-004. This
intercept included 6.28 g/t Au, 7.2 g/t Ag and 0.44% Cu over 2.0 metres.
Additionally, hole VST08-003 returned 1.07 g/t Au, 1.26 g/t Ag and 0.19%
Cu for 11.00 metres beginning at a shallow depth of 35.00 metres.

The favourable results produced from the nominal drill program conducted
on the Star zone area in 2008 were very encouraging and more
exploration is strongly warranted. The precious metal-enriched nature of
this overburden-dominated area was adequately demonstrated during the
exploratory work program and future efforts are encouraged to potentially
expand and coalesce the zones. Coupled with this, is the fact that
currently none of the historical data records have been verified. Therefore
as a cautionary note, many of the intercepts in the historical record stand
to be re-tested.

2008 Star Project Drill Core Lithological Descriptions

A brief description of the major lithologic units encountered on the Star
property during the 2008 drill campaign is provided below.

Volcanic Rocks at the Star Project
Andesite Flow - This unit was intersected in drill holes within the Alma N
zone; VST08-001, -002, -005 and -006. The andesite is dark greenish-
grey, fine to medium grained; fragments are angular to rounded, with iron

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 47
and manganese oxidation along breaks occurring nearer to the surface.
This non-magnetic, stockworked unit is marked by tensional gashes.
Fracture-filling is abundant and features calcite +/- pyrite – specularite.
Alteration is moderate to intensely chloritic with weak epidote, locally
potassic, sericitic and silicified, with minor hematite staining on broken
surfaces. Open fractures were measured at 0o to 45o tca and open joints
were at 60o to 70o tca.

Altered Andesite - This rock represents a sub-unit of the andesite flow
above and it was intersected in drill holes VST08-002, -005 and -006 in
the Alma N zone. The unit is potentially associated along a postulated
contact zone with a diorite intrusive. The rock is light whitish-grey, fine to
medium grained, weakly magnetic, locally brecciated and stockworked
with calcite and pyrite stringers. The calcareous stringers are often
expressed as tensional gashes and local vugs that can be filled with
chalcopyrite. Alteration varies and locally includes intense silicification,
bleaching, sericite, clay (argillic) and chlorite alteration plus weak patchy
epidote and minor hematite staining on broken surfaces.

Foliated Andesite - The best representative foliated andesite interval is
from hole VST08-002, centred at approximately 255 metres depth. A
recognizable-sporadic foliation is developed in approximately 10% of this
drill hole. This unit is grey-buff, fine to medium grained, contains minor thin
quartz-calcite foliation-parallel fractures, displays weak to strong patchy
sericite-silica alteration and is marked by a moderate to strong foliation
(compositional banding?) that averages 45o tca. This core section was
pyritic with modal percents ranging from between 1 to 5%. The composite
grade calculated from this zone was 2.32 g/t Au and 2.73 g/t Ag over
15.90 metres from 247.0 to 262.90 metres depth. This interval also
included a higher grade zone of 4.21 g/t Au and 6.30 g/t Ag over 6.0
metres.

Tuff - This minor unit was intersected for 2.5 metres in hole VST08-001
and for 1.0 metre in hole VST08-002, both in the Alma N zone. The rock is
dark greenish-grey, fine to medium grained, massive-looking (layered near
lower contact) with chlorite and intense biotite alteration. Notably, the unit
contains irregular shaped clasts, or fill, composed of feldspar, feldspar-
calcite and quartz that are up to 2cm long and contain local pyrite.

Intrusive Rocks at the Star Project
Diorite - This intrusive unit was intersected in the Alma N zone by drill
holes VST08-001, -002, -005 and -006. The rock is leucocratic, greenish-
grey, fine to medium grained, porphyritic/mottled textured, weakly
magnetic, and non calcareous. Near surface there is often iron, hematite,
and manganese oxidization on broken surfaces. Unit is locally silicified,
chlorite and epidote altered. The quartz content is less than 10% with local

                FORM 2A – LISTING STATEMENT
                         November 14, 2008
                             Page 48
stockworking, boudinage development, and trace pyrite and chalcopyrite
noted. Feldspar crystals are anhedral (50-60% plagioclase), open joints
are generally at 70o to 90o tca, open fractures range from 0o to 45o tca.

Altered Diorite - This unit was intersected in the Alma N zone in drill holes
VST08-002, -005 and -006. The rock is a sub-unit of the diorite and is
potentially part of an intensely altered contact zone. Typically, the unit is
light whitish-grey, fine to medium grained, intensely silicified, locally
strongly bleached and sericitic, chlorite altered, locally weakly epidote and
clay altered (argillic), with hematite staining on broken surfaces. Rock is
weakly magnetic, locally vuggy, brecciated, stockworked with calcite and
pyrite stringers and contains minor chalcopyrite in vugs.

Diorite (post-mineral) - This minor unit was only intersected over a single
35.50 metre width in hole VST08-001 at the Alma N zone. The rock is
greyish-green, medium grained, porphyritic textured, intensely biotite
(phlogopite) and chlorite altered, weakly calcareous and locally magnetic.
Unit contains approximately 10% hornblende and includes rounded quartz
grains up to 0.25 centimetres in diameter. This unmineralized rock is
competent and marked by open joints between 70o to 90o tca.

Monzodiorite - This unit was only intercepted within the Star zone in drill
holes VST08-003 and -004. The intrusive dominates both holes and is
mainly light grey to mesocratic (up to 50% mafic minerals) fine to medium
grained, porphyritic and/or mottled texture, moderately magnetic and
composed of less than 10% quartz. Alteration is varied and widespread.
Potassium feldspar grains appear altered to grey/transparent and waxy
grains (myrmekite replacement?), unit is intensely chlorite and
calcareously altered, locally bleached, silicified and potassically altered
with patchy epidote noted. Fractures are usually hematite altered and are
oriented predominantly at 40o to 50o tca, open joints were usually
measured at 80o to 90o tca. Stringers of specularite are associated with
calcite strings, chalcopyrite is associated with fracture-filling
stringers/veining. Near surface, the unit is iron oxidized, manganese-rich
and mineralized with oxides of malachite and azurite.

Lamprophyre Dyke - This dyke rock of uncertain orientation was
intersected at the Alma N and Star zones in drill holes VST08-001, -002
and -003. The unmineralized unit is mostly light greyish-green, fine to
medium grained, massive-looking and dominated by biotite and
plagioclase. Unit is intensely biotite and chlorite altered, contains 10%
hornblende, and is often calcareous and magnetic.

Basalt Dyke - This minor dyke was intersected only within drill hole
VST08-001 in the Alma N zone. The rock is a dark greenish-grey,
phaneritic unit with a fine to medium grained matrix containing rounded

               FORM 2A – LISTING STATEMENT
                        November 14, 2008
                            Page 49
           quartz grains up to 0.5 centimetres in diameter and weak to moderate
           foliation marked by aligned hornblende and feldspar crystals. Alteration
           includes moderate biotite, carbonitization and weak sericitization, no
           visible sulphides were noted.

           Diabase Dyke - This dyke unit was intersected in both the Alma N and
           Star zones in drill holes VST08-001 and -003, respectively. The unit is
           dark grey, fine to medium grained (marked locally by white to buff quartz-
           feldspar crystals/grains that are sub-rounded to rounded), faintly
           stockworked (calcareous infill) and magnetic. Chlorite alteration is
           dominant with lesser silica, sericite, hematite and clay alteration. A single
           upper contact was noted to have a well defined chill margin, no sulphides
           were evident.

           The favourable results produced from the nominal drill program conducted
           on the Star zone area in 2008 were very encouraging and more
           exploration is strongly warranted. The precious metal-enriched nature of
           this overburden-dominated area was adequately demonstrated during the
           exploratory work program and future efforts are encouraged to potentially
           expand and coalesce the zones. Coupled with this, is the fact that
           currently none of the historical data records have been verified. Therefore
           as a cautionary note, many of the intercepts in the historical record stand
           to be re-tested.

           Due to the success of the 2008 program on the Star, it is recommended
           that an expanded exploration campaign be conducted in 2009. All known
           deposits within the property remain open along strike and downdip. Future
           exploration should again target the Alma N and Star zones together with
           the north-westerly located Eureka zone. Work programs should continue
           to utilize surface sampling techniques (rock and soil/till collection), ground-
           based geophysics (Mag-VLF, IP), and diamond drilling.

           Drilling should focus on the volcanogenic package, the intrusion-related
           bodies and the moderate to strongly folded/foliated to sheared and altered
           nature that often characterizes these rocks. The drill program should also
           target the near surface mineralization and downdip potential of the zones
           as well as attempt to outline new areas for expansion.

      (10) Not applicable.

      (11) Not applicable.

      (12) Please refer to item 4.1(1)(a).

4.4   The Issuer has no oil or gas operations.


                             FORM 2A – LISTING STATEMENT
                                    November 14, 2008
                                        Page 50
5.    Selected Financial Information

5.1   Audited financial statements for the financial years ended December 31, 2008,
      2007 and 2006 are available on SEDAR at www.sedar.com.
                                                                                        Year Ended December 31,

                                                                                 2008                2007                     2006


         Total revenues $                                                               -                 -                             -
         Gain (loss) before debt settlement $                                (305,257)        (686,561)                  (374,678)

         Gain (loss) per share before debt
         settlement - basic and diluted $                                       (0.02)               (0.05)                  (0.18)

         Net gain (loss) for the year $                                      (305,257)        (686,561)                  1,054,828

         Gain (loss) per share - basic and diluted                              (0.02)               (0.05)                    0.52

         Weighted average number of shares
         outstanding                                                      20,193,288        12,835,072                   2,043,817

         Total assets $                                                      2,183,238       1,580,525                    232,853

        Total long-term financial liabilities
        (please refer to item 6.7)                                                      -                 -                             -

         Cash dividends declared per common share                                       -                 -                             -

      In 2006, the Issuer conducted a debt for share exchange of 6,094,780 shares
      at $0.25 per share and issued 3 million shares at $0.10 per share which raised
      $300,000 gross proceeds, and commenced activities as a junior mining
      exploration company.

5.2   The following financial data was derived from the Issuer’s financial statements
      for the each of eight most recently completed quarters.

                                        Dec 31      Sep 30       Jun 30        Mar 31       Dec 31       Sep 30            Jun 30           Mar 31
                                         2008        2008         2008          2008         2007         2007              2007             2007
                                           $           $            $             $            $            $                 $                $

      Operating expenses                  110,829     121,431      143,601       179,620      225,197         159,514         92,177           71,704
      Foreign exchange (gain) loss             48         317            -             -            -               -              -                -

      Loss before the following items     110,877     121,748      143,601       179,620      225,197         159,514         92,177           71,704

      Stock-based compensation                  -            -       9,167             -      234,334               -               -                -
      Future income tax recovery                -            -           -      (288,698)           -               -               -                -
      Mineral properties written-off       36,442            -           -             -            -               -               -                -
      Gain on settlement of debt                -            -           -             -            -               -               -                -
      Gain on written-off debt                  -            -           -        (7,500)           -         (96,365)              -                -

      Net (Gain)/Loss                     147,319     121,748      152,768      (116,578)     459,531          63,149         92,177           71,704


      Loss (gain) per share-basic and
                                            $0.01       $0.01        $0.01        ($0.01)       $0.03           $0.01          $0.01            $0.01
      diluted


                                                                                                                                                          



                                          FORM 2A – LISTING STATEMENT
                                                       November 14, 2008
                                                           Page 51
5.3     Dividends

        (a)   The Issuer is subject to externally imposed capital requirements, related to
              its credit facility. Under the credit facility agreement with its bank, the
              Issuer is required to obtain written consent from the bank prior paying or
              declaring any dividends.

        (b)   The Issuer does not intend to pay dividends for the foreseeable future.

5.4     Not applicable.

6.     Management's Discussion and Analysis

Annual MD&A

Date

6.1     The Management’s Discussion and Analysis (“MD&A”) is dated April 21, 2009
        for the year ended December 31, 2008.

Overall Performance

6.2     The Issuer’s principal business activity is the acquisition and exploration of
        mineral properties. The Issuer is focused on exploring for gold and copper and
        has three prospective explorations project located near Salmo in the Nelson
        Mining district of southern British Columbia, namely the Swift Katie, Star, and
        Toughnut mineral properties.

        During 2008, the Issuer relinquished its rights to the Gus property, located in
        the Nelson Mining district of southern British Columbia.

        During 2008, the Issuer issued 310,000 shares valued at $0.10 and incurred
        exploration expenditures of $860,784 to maintain its interest in Swift Katie
        property as per the option agreement (discussed further at section 22.1(a)).

        Pursuant to an agreement dated May 13, 2008, the Issuer entered into an
        option to acquire a 100% undivided interest in the Star claims group subject to
        a net smelter return royalty (“NSR”). To acquire a 100% interest in the Star
        property, the Issuer is required to make staged payments totalling US $300,000
        over the next nine years and incur total exploration expenditures of $400,000
        over the next four years.

        Subsequent to December 31, 2008, the Issuer entered into an option
        agreement to acquire a 100% undivided interest in the Toughnut property
        subject to an NSR. The property comprises nine mineral claims and one Crown
        grant located in the Nelson Mining Division of British Columbia. To acquire a

                             FORM 2A – LISTING STATEMENT
                                      November 14, 2008
                                          Page 52
100% interest in the Toughnut property, the Issuer is required to make staged
payments totalling $200,000, incur total exploration expenditures of $1,250,000,
and issue 400,000 of its common shares to the optionors over the next five
years.

On July 7, 2008, the Issuer closed a non-brokered private placement consisting
of 4,000,000 flow-through common shares at $0.25 per share for gross
proceeds of $1,000,000. The Issuer also closed a non-brokered private
placement of 1,000,000 units at $0.25 per unit for gross proceeds of $250,000.
Each unit comprises one non-flow-through common share and one-half share
purchase warrant, with one full warrant allowing for the purchase of one
common share at $0.30 per share until July 7, 2010. Net of share issue costs, a
total of $1,113,346 cash was raised during the year ended December 31, 2008.

The Issuer has limited financial resources financing its operations by raising
capital in the equity markets. For the foreseeable future, the Issuer will need to
rely on the sale of such securities to provide working capital and to finance its
mineral property acquisition and exploration activities. Since the Issuer does
not generate any revenue from operations, its long-term profitability will be
directly related to the success of its mineral property acquisition and exploration
activities.

The Issuer had a working capital deficiency of $490,767 at the year ended
December 31, 2008, compared to a working capital of $256,053 at the year
ended December 31, 2007. To address the current working capital deficiency
the Issuer is reviewing ways to reduce general and administration costs,
negotiating extended payment terms of its trade payables and settling payables
for equity, and reviewing its capital expenditure plan and future commitments to
identify opportunities to reduce or delay spending and payments.

The Issuer intends to complete a non-brokered equity financing up to $1.45
million to pursue its exploration program of $1.05 million, maintain its property
interests, and to fund the appropriate administrative, legal, compliance and
other functions necessary to successfully manage a junior mining exploration
company.

Given the nature of the mining business, the limited extent of the Issuer's
assets and the present stage of development, the risk factors outlined at item
17 should be considered.

Preparing financial statements requires management to make estimates and
assumptions that affect the reported results. The estimates are based on
historical experience and other assumptions that are believed to be reasonable
under the circumstances. Critical accounting policies were disclosed in the
annual audited financial statements.


                     FORM 2A – LISTING STATEMENT
                              November 14, 2008
                                  Page 53
       Consistent with accepted policies of the Canadian junior mining industry, the
       Issuer capitalizes exploration expenditures. This decision, and the timing of the
       possible recognition of impairment in the mineral property value, can materially
       affect the reported earnings of the Issuer.

       The Issuer’s financial statements have been prepared to conform to generally
       accepted accounting principles in Canada and, where appropriate, reflect
       management's best estimates and judgment. Except where noted, the financial
       information presented throughout this report is consistent with the data
       presented in the audited financial statements as at December 31, 2008.

       The Issuer maintains internal accounting and administrative controls which
       were designed to provide reasonable assurance that relevant and reliable
       financial information is produced. The Issuer’s independent auditors have the
       responsibility of auditing the annual financial statements as at year end,
       December 31, and expressing an opinion on them.

Selected Annual Information

6.3    Audited financial statements for the financial years ended December 31, 2008,
       2007 and 2006 are available on SEDAR at www.sedar.com. The information
       below is derived from the above noted audited financial statements of the
       Issuer:
                                                                         Year Ended December 31,

                                                                    2008          2007         2006


        Total revenues $                                                 -            -            -

        Gain (loss) before debt settlement $                  (305,257)       (686,561)    (374,678)

        Gain (loss) per share before debt
        settlement - basic and diluted $                            (0.02)       (0.05)       (0.18)

        Net gain (loss) for the year $                        (305,257)       (686,561)    1,054,828

        Gain (loss) per share - basic and diluted                   (0.02)       (0.05)         0.52

        Weighted average number of shares
        outstanding                                         20,193,288       12,835,072    2,043,817

        Total assets $                                       2,183,238        1,580,525     232,853

        Total long-term financial liabilities
        (please refer to item 6.7)                                       -            -            -

        Cash dividends declared per common share                         -            -            -




                                    FORM 2A – LISTING STATEMENT
                                                November 14, 2008
                                                    Page 54
6.4   In 2006, the Issuer conducted debt for share exchange at $0.25 per share and
      issued 3 million shares at $0.10 per share which raised $300,000 gross
      proceeds, and commenced activities as a junior mining exploration company.

      In years 2008, 2007 and 2006 operating expenses (excluding stock-based
      compensation expense) amounted to $555,481, $540,137 and $374,678
      respectively. Stock-based compensation expense allocated to the statement of
      operations and deficit in 2008, 2008 and 2006 was respectively $9,167,
      $234,334 and $nil. Stock-based compensation is a non-cash item representing
      the fair value determined under the Black-Scholes model of the vested portion
      of options granted during the period.

      In years 2008 and 2007, the Issuer’s total interest expenses significantly
      decreased, compared to year 2006, due to elimination of the interest on long-
      term debt when the long-term debt was settled in 2006. Total interest expense
      in 2006 amounted to $177,099, compared to $14,147 in 2007 and $10,475 in
      2008. However, all other expenses increased in 2008 and 2007 compared to
      2006, commensurate to significantly increased activity of the Issuer during the
      preceding two years.




                                [intentionally blank]




                          FORM 2A – LISTING STATEMENT
                                  November 14, 2008
                                      Page 55
Results of Operations
6.5           A summary of results of operations for the years ended December 31, 2008
              and 2007 and significant variances are as follows:

                                                Year ended December 31,                          Variance
                                           2008                       2007               Increase/(Decrease)
                                            $                             $              $                   %


      Expenses
      Administration                             123,084                       94,371        28,713         30%
      Amortization                                 1,094                         471            623         132%
      Consulting services                         56,488                       72,748        (16,260)       (22%)
      General exploration                         17,620                       19,423         (1,803)       (9%)
      Independent directors' fees                 45,945                       27,872        18,073         65%
      Interest                                    10,475                       14,147         (3,672)       (26%)
      Investor relations                          39,576                       60,319        (20,743)       (34%)
      Office and general                          47,216                       32,925        14,291         43%
      Professional fees                          165,263                      170,700         (5,437)       (3%)
      Regulatory fees and taxes                   14,453                       20,850         (6,397)       (31%)
      Shareholders communications                  2,314                        1,673           641         38%
      Stock-based compensation                     9,167                      234,334    (225,167)          (96%)
      Transfer agent                               7,778                       15,117         (7,339)       (49%)
      Travel and promotion                        24,175                        9,521        14,654         154%
      Other
      Foreign exchange loss                         365                         8,455         (8,090)       (96%)
      Gain on written off debt                    (7,500)                     (96,365)       88,865         (92%)
      Mineral properties written-off              36,442                            -        36,442         N/A
      Future income tax recovery                (288,698)                           -    (288,698)          N/A

      Net loss and comprehensive loss            305,257                      686,561    (381,304)          (56%)

                                                                                                                     
      The Issuer reported a net loss of $305,257 for the year ended December 31, 2008
      (“2008”) compared to a net loss of $686,561 for the year ended December 31, 2007
      (“2007”). This decrease in net loss of $381,304 was primarily due to:
          (i)        decrease of $225,167 in the stock-based compensation expense. Stock-
                     based compensation is a non-cash item representing the fair value
                     determined under the Black-Scholes model of the vested portion of options
                     granted during the period, which was allocated to the statement of
                     operations and deficit.
          (ii)       recording of a future income tax recovery of $288,698 – a non-cash item,
                     related to the tax benefits renounced to flow-through share subscribers in
                     January 2008.
      In addition, following expenses showed decrease in year 2008 compared to year
      2007:
                                        FORM 2A – LISTING STATEMENT
                                                  November 14, 2008
                                                      Page 56
         (i)        Transfer agent fees decreased by 49% due to less activity related to the
                    Issuer’s stock transactions.
         (ii)       Investor relations expenses decreased by 34% compared to 2007, when the
                    Issuer incurred more investor relations expenses related to its listing
                    activation on the Frankfurt Stock Exchange.
         (iii) Regulatory fees and taxes and transfer agent fees decreased by 31% in
               2008 due to decrease in non-recurring expenses such as listing fees.
         (iv) Consulting fees decreased by 22% due to the reduced corporate
              development consulting work.
      Following expenses increased during year 2008 compared to year 2007:
         (i)        Travel and promotion costs increased by 154% due to increase in travel for
                    trade shows and analyst meetings.
         (ii)       Directors’ fees increased by 65% reflecting the Issuer’s current independent
                    directors’ compensation policy which was effective from October 1, 2007.
         (iii) Administration fees increased by 30% in accordance with the administrative
               agreement entered into during the year.
         (iv) Office and general expenses increased by 43% due to an increase in the
              time expended administrating the Issuer. 

      On December 3, 2008, the Issuer decided to relinquish the option agreement in
      respect to Gus mineral property without liability by giving written notice of the
      termination to the optionor. Accordingly, $36,442 (acquisition costs of $4,909 and
      exploration costs of $31,533) was written off against the net loss for the year.

Summary of Quarterly Results

6.6      The following information is derived from the Issuer’s financial statements, for
         each of the eight most recently completed quarters:
                                           Dec 31      Sep 30       Jun 30      Mar 31       Dec 31      Sep 30       Jun 30       Mar 31
                                            2008        2008         2008        2008         2007        2007         2007         2007
                                              $           $            $           $            $           $            $            $

         Operating expenses                  110,829     121,431      143,601     179,620      225,197     159,514       92,177       71,704
         Foreign exchange (gain) loss             48         317            -           -            -           -            -            -

         Loss before the following items     110,877     121,748      143,601     179,620      225,197     159,514       92,177       71,704

         Stock-based compensation                  -            -       9,167           -      234,334           -             -            -
         Future income tax recovery                -            -           -    (288,698)           -           -             -            -
         Mineral properties written-off       36,442            -           -           -            -           -             -            -
         Gain on settlement of debt                -            -           -           -            -           -             -            -
         Gain on written-off debt                  -            -           -      (7,500)           -     (96,365)            -            -

         Net (Gain)/Loss                     147,319     121,748      152,768    (116,578)     459,531      63,149       92,177       71,704


         Loss (gain) per share-basic and
                                               $0.01       $0.01        $0.01      ($0.01)       $0.03       $0.01        $0.01        $0.01
         diluted




                                               FORM 2A – LISTING STATEMENT
                                                            November 14, 2008
                                                                Page 57
       Operating expenses show continuous increase on a quarter over quarter basis in
       2007. Increase in expenses incurred during the third quarter of 2007 was
       primarily due to legal fees paid to an unrelated party and consulting fees
       pertaining to a private placement closed in September 2007. Significant increase
       in operating expenses in the fourth quarter of 2007 was due to increase in
       consulting fees and investors relation services, as well as increased
       administration expenses as a result of the Issuer being fully active.

       Operating expenses have been decreasing on a quarterly basis since the fourth
       quarter of 2007, mainly due to decrease in investor relation services, professional
       fees and travel and promotion. The management had expected the deterioration
       in the market conditions and had started early in 2008 to review its planned
       spending and had taken some initial measures to conserve cash where possible.

       The Issuer’s financial statements have been prepared in accordance with
       generally accepted accounting principles in Canada.

Liquidity
6.7   The Issuer does not generate any revenue from operations and has limited
      financial resources. The Issuer finances its operations by raising capital in the
      equity markets. For the foreseeable future, the Issuer will need to rely on the sale
      of such securities to provide working capital and to finance its mineral property
      acquisition and exploration activities.
      Although the Issuer has been successful in the past in obtaining financing through
      the sale of its securities, there can be no assurance that the Issuer will be able to
      obtain adequate financing in the future in light of factors such as the market
      demand for its securities, the general state of financial markets and other relevant
      factors. Failure to obtain such additional financing could result in delay or
      indefinite postponement of further exploration and development of its projects with
      a possible loss of some properties and reduction or termination of operations.
      Cash and cash equivalents as at December 31, 2008 and 2007 totalled $128,036
      and $800,455 respectively.
      The Issuer had a net working capital deficiency of $490,767 as at December 31,
      2008 compared to net working capital of $256,053 as at December 31, 2007. The
      increase in the working capital deficiency arose primarily from the fact that due to
      extremely unfavourable market conditions the Issuer had decided not to engage in
      initially budgeted private placement financing.
      To address the current working capital deficiency the Issuer is reviewing ways to
      reduce general and administration costs, negotiating extended payment terms of
      its trade payables and settling payables for equity, and reviewing its capital
      expenditure plan and future commitments to identify opportunities to reduce or
      delay spending and payments. The Issuer is considering alternative sources of
      capital and their cost. However, at December 31, 2008 the cash balance of

                              FORM 2A – LISTING STATEMENT
                                      November 14, 2008
                                          Page 58
      $128,036 would be insufficient to meet the cash requirements for the Issuer’s
      administrative overhead (approximately $552,000), maintaining its mineral
      interests ($60,000), and continuing with its exploration program ($1,050,000) in
      the coming year. Therefore, the Issuer will be required to raise additional capital in
      order to fund its operations in 2009.

Capital Resources

6.8    The Issuer is a junior mining exploration company with no revenues.

       The Issuer’s capital resources are highly dependent upon the Issuer’s ability to
       access the capital markets from time to time with issues of equity. Lawrence
       Page, Q.C., the President and a director of the Issuer, and Robert Swenarchuk,
       the Senior Vice President Corporate Development and a director of the Issuer,
       have been successfully involved in the North American, European and Asian
       capital markets pertaining to Canadian junior mining exploration companies for
       more than 40 years.

       The Issuer has a $200,000 bank loan which is secured and guaranteed by a third
       party lender. The Issuer does not expect any further lender debt for the
       foreseeable future
       Equity financings
       Year ended December 31, 2008
       In July 7, 2008, the Issuer closed a non-brokered private placement consisting of
       4,000,000 flow-through common shares at $0.25 per share for gross proceeds of
       $1,000,000. The Issuer also closed a non-brokered private placement of
       1,000,000 units at $0.25 per unit for gross proceeds of $250,000. Each unit
       comprises one non-flow through common share and one-half share purchase
       warrant, with one full warrant allowing for the purchase of one common share at
       $0.30 per share until July 7, 2010.
       The Issuer incurred the following share issue costs related to these non-brokered
       private placements:
           - non-cash share issue costs of $35,954, which represented the fair value,
           calculated using the Black-Scholes option pricing model, of 250,000 share
           purchase warrants issued to the agents. Each warrant is exercisable at $0.30
           to July 7, 2009;
           - cash share issue costs in the amount of $136,654.
       As at December 31, 2008, the Issuer had $127,000 of unspent funds from the
       flow-through private placement.




                              FORM 2A – LISTING STATEMENT
                                       November 14, 2008
                                           Page 59
Year Ended December 31, 2007
(a) On September 27, 2007, the Issuer completed a non-brokered private
    placement of 3,055,000 flow-through shares at $0.30 per share and
    3,320,000 non-flow-through shares at $0.25 per share for total gross
    proceeds of $1,746,500. The Issuer incurred cash share issuance costs of
    $59,244, issued 91,000 common shares to finders (fair value of $27,125), and
    issued share purchase warrants to finders entitling the holder to purchase
    392,000 common shares at $0.30 per share (fair value of $25,871) until
    September 28, 2008.
(b) In 2007, the Issuer issued 110,000 common shares, valued at $26,400, in
    connection with the Swift Katie Property acquisition.
Funds raised by stock options and share purchase warrants exercise
There were no stock options and share purchase warrants exercised in the year
ended December 31, 2008 and year ended December 31, 2007.
Mineral properties expenditures
Year ended December 31, 2008
The Issuer expended $1,595,310 on mineral properties (net of shares issued for
acquisition costs, stock-based compensation and ending balance of accounts
payable for mineral properties). Approximately 68% of this amount was directed
towards Swift Katie, 30% to Star, and 2% to Gus.
Year ended December 31, 2007
The Issuer expended $278,332 on mineral properties (net of shares issued for
acquisition costs, stock-based compensation and ending balance of accounts
payable for mineral properties). The entire amount was spent on Swift Katie
Property.
Amount receivable
As at December 31, 2008, the Issuer had $12,602 (2007: $42,204) GST
receivable from Canada Revenue Agency. At the date of the Issuer’s SEDAR
filed MD&A for the year ended December 31, 2008, the Issuer had received that
refund.
Commitments
Mineral properties interests
Over the next two years, pursuant to the terms of its option agreements and
amendments thereto, the Issuer has the following commitments to maintain the
properties and earn its interests:
(a) Star Mineral Property
   -   Pay US $20,000, and incur in the aggregate $100,000 in exploration
       expenditures on or before May 13, 2009;



                      FORM 2A – LISTING STATEMENT
                               November 14, 2008
                                   Page 60
             -   Pay US $25,000, and incur in the aggregate $200,000 in exploration
                 expenditures on or before May 13, 2010.
       (b) Swift Katie Mineral Property
             ‐   $35,000 and incur in the aggregate a minimum of $600,000 (incurred) in
                 exploration expenditures on or before December 31, 2009;
             ‐   Issue 110,000 common shares to the optionors on or before December
                 31, 2009;
             ‐   $60,000 and incur a further $350,000 (incurred)            in   exploration
                 expenditures on or before December 31, 2010;
             ‐   Issue 225,000 common shares to the optionors on or before December
                 31, 2010.
       (c) Toughnut Mineral Property
             -   Pay $30,000, issue 50,000 shares, and incur not less than an aggregate
                 $300,000 of exploration expenditures on or before March 10, 2010.
       Other commitments
       Pursuant to a service agreement, as amended, the Issuer has committed to pay
       $96,000 per year ($8,000 per month) to a company privately held by the
       President of the Issuer for office space and general administration services. The
       agreement may be cancelled at any time upon one year’s notice and expires on
       June 30, 2012.

Off-Balance Sheet Arrangements

6.9    The Issuer does not have any off-balance sheet arrangements and does not
       contemplate having them in the foreseeable future.

Transactions with Related Parties

6.10   The Issuer entered into the following related party transactions during the year
       ended December 31, 2008:
       (a)       Under the service agreement, as amended, between the Issuer and a
                 company privately held by the President of the Issuer, the Issuer was
                 charged for office space, administration, accounting, consulting, investor
                 relations, geological services, and a mark-up on out-of-pocket expenses.
                 Total expenses charged for the year ended December 31, 2008 were
                 $472,574 (2007: $197,107). Amounts payable under the agreement at
                 December 31, 2008 were $244,864 (2007: $36,918).
       (b)       Fees in the amount of $44,042 (2007: $93,449) were charged by a law
                 firm controlled by the President of the Issuer and included in investor
                 relations, professional fees and mineral property expenditures. Amounts
                 payable as at December 31, 2008 were $28,398 (2007: $3,760).

                                FORM 2A – LISTING STATEMENT
                                        November 14, 2008
                                            Page 61
       (c)    Consulting fees relating to office administration of $25,250 (2007: $9,750)
              were charged by a private company controlled by the VP Administration of
              the Issuer. Amounts payable as at December 31, 2008 were $12,600
              (2007: $nil).
       (d)    Consulting fees relating to corporate development and financing activities
              of $62,500 (2007: $52,500) were charged by a private company controlled
              by the Senior VP Corporate Development of the Issuer and were included
              in share issue costs.
       The total amount due to related parties was $285,862 (2007: $40,678) as at
       December 31, 2008.
       These transactions are in the normal course of operations and are measured at
       the exchange amount, which is the amount of consideration established and
       agreed to by the related parties. Amounts due to related parties are non-interest
       bearing and unsecured with no specific terms of repayment.

Fourth Quarter

6.11   The Issuer’s operating expenses slightly decreased in the forth quarter of 2008
       compared to the previous quarter of the same year. Operating expenses in the
       fourth quarter of 2008 decreased by $33,888 and $68,784 compared to the
       second and first quarter of the year respectively, mainly due to decrease in
       investor relation services, professional fees and travel and promotion. The
       management had expected the deterioration in the market conditions and had
       started early in 2008 to review its planned spending and had taken some initial
       measures to conserve cash where possible. Hence, operating expenses have
       been decreasing on a quarterly basis since the fourth quarter of 2007.
       Operating expenses in the fourth quarter of 2008 significantly decreased
       compared to operating expenses in the fourth quarter of 2007. The decrease of
       $114,361 was due to the significant decrease in investor relation services
       charges ($47,967), office and general expenses ($21,220), directors and officers
       fees ($15,315), and professional fees ($14,782).
       During the fourth quarter of 2008, the Issuer has written off capitalized acquisition
       and exploration expenditures of $36,442 on Gus property upon decision to
       terminate the option agreement.

Proposed Transactions

6.12   As of the date of this Listing Statement there were no proposed transactions
       contemplated by the Issuer.




                              FORM 2A – LISTING STATEMENT
                                       November 14, 2008
                                           Page 62
Changes in Accounting Policies, Including Initial Adoptions and Future
Accounting Changes

6.13 (a) Effective January 1, 2008 the Issuer adopted the new Canadian Accounting
       Standards Board accounting standards dealing with the recognition,
       measurement and disclosure of financial instruments, hedges and
       comprehensive income, together with many consequential changes throughout
       the CICA Handbook. The most significant new standards are as follows:

      (i) General Standards of Financial Statement Presentation, Section 1400: This
          standard requires management to make an assessment of a company’s
          ability to continue as a going concern. When the financial statements are not
          prepared on a going concern basis, that fact shall be disclosed together with
          the basis on which the financial statements are prepared and the reason why
          the company is not considered a going concern.

      (ii) Capital Disclosure, Section 1535: This standard requires the disclosure of
           both qualitative and quantitative information that provides users of financial
           statements with information to evaluate the entity’s objective, policies and
           procedures for managing capital.

          Note 3 of the most recent audited financial statements provide more
          information on the Issuer’s capital management.

      (iii) (Financial Instruments Disclosures, Section 3862 and Financial Instruments
            Presentation, Section 3863: Section 3862 provides users with information to
            evaluate the significance of the financial instruments of the entity’s financial
            position and performance, nature and extent of risks arising from financial
            instruments, and how the entity manages those risks. Section 3863 deals with
            the classification of financial instruments, related interest, dividends, losses
            and gains, and the circumstances in which financial assets and financial
            liabilities are offset.

   (b) In February 2008, the CICA issued Handbook Section 3064, “Goodwill and
       Intangible Assets”, replacing Section 3062, “Goodwill and Other Intangible
       Assets”, and Section 3450, “Research and Development Costs”. This section
       establishes standards for the recognition, measurement, presentation and
       disclosure of goodwill subsequent to its initial recognition and of intangible assets
       by profit-oriented enterprises. Standards concerning goodwill are unchanged
       from the standards included in the previous Section 3062. This new section is
       effective for the Issuer on January 1, 2009. The Issuer is in the process of
       assessing the impact of this new section on its financial statements.

   (c) In February 2008, the Canadian Accounting Standards Board confirmed that
       publicly accountable enterprises will be required to adopt International Financial
       Reporting Standards (“IFRS”) for fiscal years beginning on or after January 1,

                             FORM 2A – LISTING STATEMENT
                                      November 14, 2008
                                          Page 63
   2011, with early adoption permitted. Accordingly, the conversion to IFRS will be
   applicable to the Issuer’s interim and annual financial statements relating to
   reporting periods beginning on or after January 1, 2011 with restatement of
   comparative information presented.
   The conversion to IFRS will impact the Issuer’s accounting policies, information
   technology and data system, internal control over financial reporting, and
   disclosure controls and procedures. The Issuer has established an
   implementation team to develop the changeover plan to IFRS, and the target
   completion of the changeover is before the end of December 2009.

(d)In January 2009, the CICA issued CICA Handbook Section 1582, Business
   Combinations, Section 1601, Consolidations, and Section 1602, Non-controlling
   Interests. These sections replace the former CICA Handbook Section 1581,
   Business Combinations and Section 1600, Consolidated Financial Statements
   and establish a new section for accounting for a non-controlling interest in a
   subsidiary.

   Section 1582 and 1602 will require net assets, non-controlling interests and
   goodwill acquired in a business combination to be recorded at fair value and non-
   controlling interests will be reported as a component of equity. In addition, the
   definition of a business is expanded and is described as an integrated set of
   activities and assets that are capable of being managed to provide a return to
   investors or economic benefits to owners. Acquisition costs are not part of the
   consideration and are to be expensed when incurred. Section 1601 establishes
   standards for the preparation of consolidated financial statements.

   These new sections apply to interim and annual financial statements relating to
   fiscal years beginning on or after January 1, 2011. Earlier adoption of these
   sections is permitted as of the beginning of a fiscal year. All three sections must
   be adopted concurrently. The Issuer is currently evaluating the impact of the
   adoption of these sections.

(e) On January 20, 2009 the Emerging Issues Committee ("EIC") of the CICA issued
    EIC-173, Credit Risk and the Fair value of Financial Assets and Financial
    Liabilities, which clarifies that an entity's own credit risk and the credit risk of the
    counterparty should be taken into account in determining the fair value of
    financial assets and liabilities, including derivative instruments. EIC-173 is to be
    applied retrospectively without restatement of prior periods in interim and annual
    financial statements for periods ending on or after the date of issuance of EIC-
    173. The Issuer will apply this recommendation in its fair value determinations for
    financial information relating to reporting periods beginning on or after January
    20, 2009, and is currently assessing the impact of this change on its financial
    statements.

(f) In March 2009 the Emerging Issues Committee ("EIC") of the CICA issued EIC-
    174 Mining exploration costs, which provides guidance on capitalization of

                           FORM 2A – LISTING STATEMENT
                                    November 14, 2008
                                        Page 64
       exploration costs related to mining properties. It also provides guidance for
       development and exploration stage entities that cannot estimate future cash
       flows from its properties in assessing whether impairment in such properties is
       required. This EIC also provides additional discussion on recognition for long
       lived assets. EIC-174 is to be applied retrospectively without restatement of prior
       periods in interim and annual financial statements. The Issuer adopted this
       recommendation effective March 2009.

Financial Instruments and Other Instruments
6.14   The Issuer’s financial instruments comprise cash and cash equivalents,
       reclamation bonds, investments, bank indebtedness, accounts payable and
       accrued liabilities, and due to related parties. The Issuer has classified its
       financial instruments into the following categories:
       Financial instrument                Category                      Carrying value
       Cash and cash equivalents           Held-for-trading              Fair value
       Reclamation bonds                   Loans and receivables         Amortized cost
       Investments                         Available-for-sale            Cost
       Bank indebtedness                  Other financial liabilities    Amortized cost
       Accounts payable and accrued Other financial liabilities          Amortized cost
       liabilities
       Due to related parties              Other financial liabilities   Amortized cost


       The carrying values of cash and cash equivalents, reclamation bonds, bank
       indebtedness, accounts payable and accrued liabilities and due to related parties
       are a reasonable estimate of their fair values due to the relatively short time
       period to maturity. The fair value of investments is based on its carrying value as
       there is no quoted market price in an active market for the investments.
       The Issuer is exposed to the following risks arising from its financial instruments:
       (a)   Interest Rate Risk
       The Issuer is exposed to interest rate risk on its bank indebtedness, as the
       payments fluctuate with changes in interest rates.
       Based on the current balance of the bank indebtedness, an assumed 0.5 percent
       increase or decrease in interest rates would not have a material effect on the
       Issuer’s results of operations.
       (b)   Credit Risk
       The Issuer’s financial assets that are exposed to credit risk consist primarily of
       cash of $128,036 and reclamation bonds of $30,000 as at December 31, 2008.
       The Issuer mitigates credit risk by risk management policies, that require cash
       deposits or short-term investments be invested with Canadian chartered banks

                              FORM 2A – LISTING STATEMENT
                                       November 14, 2008
                                           Page 65
       rated BBB or better, or commercial paper issuers R1/A2/P2 or higher. All
       investments must be less than one year in duration. The above reclamation
       bonds are held in trust with a Canadian chartered bank and the remaining
       reclamation bonds are held by the Province of British Columbia.
       The Issuer has no exposure to asset backed commercial paper.
       (c)    Currency Risk
       The Issuer is exposed to currency risk to the extent expenditures incurred or
       funds received and balances maintained by the Issuer are denominated in
       currencies other than the Canadian dollar. The Issuer does not use any hedges
       or other derivatives to mitigate the risk against foreign exchange fluctuations.
       In May 2008, the Issuer entered into an option agreement to acquire 100%
       undivided interest in Star claims group, whereby the Issuer is required to make
       payments totalling US $300,000 over the next nine years, starting in 2009. An
       appreciation or depreciation of the US dollar by 10% can affect the Issuer’s cash
       flow by $30,000 over the term of the agreement.
       As at December 31, 2008, the Issuer had no amounts receivable or amounts
       payable in any other currencies than the Canadian dollar.
       (d) Liquidity Risk
       Liquidity risk is the risk that the Issuer will encounter difficulty in obtaining funds
       to meet commitments. The Issuer’s approach to managing liquidity risk is to
       provide reasonable assurance that it will have sufficient funds to meet liabilities
       when due by forecasting cash flows for operations and anticipated investing and
       financing activities. The Issuer normally maintains sufficient cash and cash
       equivalents to meet the Issuer’s business requirements. However, at December
       31, 2008 the cash balance of $128,036 would be insufficient to meet the cash
       requirements for the Issuer’s administrative overhead, maintaining its mineral
       interests, and continuing with its exploration program in the coming year.
       Therefore, the Issuer will be required to raise additional capital in order to fund its
       operations in 2009.

Interim MD&A

6.15    Not applicable.

6.16    Not applicable.

Additional Disclosure for Issuers without Significant Revenue

6.17    This information is disclosed in the financial statements to which the annual
        MD&A relates.




                              FORM 2A – LISTING STATEMENT
                                       November 14, 2008
                                           Page 66
7.    Market for Securities

7.1   The Issuer’s securities are listed for trading on the Canadian National Stock
      Exchange (CNSX) under trading symbol “VTA” and the Frankfurt Stock
      Exchange under trading symbol “3VA.F”.

8.    Consolidated Capitalization

8.1
                                                                               Number              Total
                                                                              of shares                $

      Balance as at December 31, 2008                                        23,056,439        7,598,368
         Shares issued for mineral property, net of share issue costs          100,000             6,228
         Tax benefits renounced to flow-through share subscribers                   -           (300,000)

      Balance as at April 21, 2009                                           23,156,439        7,304,596
                                                                                                             

      On March 10, 2009, the Issuer issued 100,000 shares valued at $0.07 per
      share to the Toughnut Optionors on signing of the option agreement to acquire
      a 100% undivided interest in the Toughnut property (see item 22.1(d)).
      In connection with the renunciation of flow-through expenditures of $1,000,000,
      the Issuer recorded a future income tax recovery of $300,000 and recognized a
      charge against share capital in the same amount during the first quarter of 2009
      fiscal year.

9.    Options to Purchase Securities

9.1   As at April 27, 2009, there were 1,405,000 incentive stock options outstanding
      as follows:

       # and Category of Optionees                 # of           Exercise     Date of      Expiry Date
                                                  Options          Price       Grant

       9 Directors / Executive Officers            970,000          $0.25    Oct 9, 2007    Oct 9, 2012

                                                   50,000           $0.10    Feb 24, 2009   Feb 24, 2014

       16 Management Company                       315,000          $0.25    Oct 9, 2007    Oct 9, 2012
       Employees
                                                   10,000           $0.28    Dec 4, 2007    Dec 4, 2012

       2 Consultants                               60,000           $0.25    Oct 9, 2007    Oct 9, 2012




                                  FORM 2A – LISTING STATEMENT
                                              November 14, 2008
                                                  Page 67
10.    Prior Sales

10.1   The Issuer is authorized to issue an unlimited number of common shares
       without par value and an unlimited number of preferred shares without par
       value. As of the date of this Listing Statement, there are 23,156,439 common
       shares issued and outstanding and no preferred shares issued and
       outstanding.

       The attributes and characteristics of the common shares include: i) the right to
       receive notice of and to attend and vote at shareholders meetings with each
       common share entitling the holder to one vote; ii) subject to the preferences
       accorded to preferred share holders and any other shares with senior ranking,
       the right to receive dividends when and if declared by the board of directors;
       and iii) subject to the preferences accorded to preferred share holders and any
       other shares with senior ranking, to share equally, share for share in the
       remaining property of the Issuer upon liquidation, dissolution or winding-up.

       The rights and restrictions attached to the preferred shares are: i) the board of
       directors may issue preferred shares in one or more series, and before
       issuance may fix the designation, rights, privileges, restrictions and conditions
       attaching to each series of preferred shares; ii) in the event of liquidation,
       dissolution or winding-up, the holders of each series of preferred shares shall
       be entitled, in priority to common share holders and to other shares junior
       ranking shares, to be paid rateably with holders of each other series, the
       amount specified as being payable preferentially to the holders of such series;
       and iii) in priority to common share holders and any other junior ranking
       shares, the right to receive dividends to be paid rateably with each other series
       of preferred shares, the amount of accumulated dividends specified as being
       payable preferentially to the holders of such series.

10.2   Since September 27, 2007, the date of the Issuer’s previously posted Listing
       Statement, the following common shares were issued at the prices noted:


        Date of Issuance        Type and         Price Per   Other Particulars
                                Number of        Security
                                Securities

        September 27, 2007       55,000            $0.10     Issued pursuant to the Swift Katie
                              common shares       deemed     Agreement as described more fully
                                                             under item 22.1(a) of this Listing
                                                             Statement.

        December 17, 2007        110,000           $0.10     Issued pursuant to the Swift Katie
                              common shares       deemed     Agreement as described more fully
                                                             under item 22.1(a) of this Listing
                                                             Statement.

                             FORM 2A – LISTING STATEMENT
                                     November 14, 2008
                                         Page 68
       July 7, 2008                   5,000,000             $0.25    Issued pursuant to a private placement.
                                    common shares

       December 22, 2008               310,000               $0.10   Issued pursuant to the Swift Katie
                                    common shares           deemed   Agreement as described more fully
                                                                     under item 22.1(a) of this Listing
                                                                     Statement.

       March 10, 2009                  100,000               $0.07   Issued pursuant to the Toughnut
                                    common shares           deemed   Agreement as described more fully
                                                                     under item 22.1(d) of this Listing
                                                                     Statement.

10.3   The following chart reflects the monthly high and low sale prices and the
       volume of the Issuer’s common shares traded on the CNSX since its listing on
       September 28, 2007:

       Month                     High                Low             Close              Volume

       September 2007(1)         0.25                0.25            0.25               2,000
       October 2007              0.33                0.25            0.28               175,000
       November 2007             0.28                0.24            0.28               125,000
       December 2007             0.30                0.23            0.30               59,000
       January 2008              0.25                0.17            0.25               101,400
       February 2008             0.28                0.20            0.25               127,496
       March 2008                0.25                0.25            0.25               1,550
       April 2008                0.20                0.20            0.20               7,500
       May 2008                  0.22                0.12            0.22               26,000
       June 2008                 0.25                0.21            0.24               15,600
       July 2008                 0.19                0.13            0.15               62,900
       August 2008               0.17                0.12            0.17               48,000
       September 2008            0.10                0.10            0.10               100,000
       October 2008              0.06                0.04            0.06               54,000
       November 2008             0.06                0.03            0.03               180,000
       December 2008             0.04                0.03            0.03               27,650
       January 2009              0.10                0.07            0.07               6,100
       February 2009             0.09                0.07            0.07               551,000
       March 2009                -                   -               -                  100
       April 2009 (2)            0.08                0.05            0.05               68,000

        (1) Period from September 28, 2007 to September 30, 2007.
        (2) Period from April 1, 2009 to April 15, 2009.


11.    Escrowed Securities

11.1   None of the Issuer’s securities are held in escrow or subject to a pooling
       agreement.


                                 FORM 2A – LISTING STATEMENT
                                             November 14, 2008
                                                 Page 69
12.      Principal Shareholders

12.1     There are no principal shareholders of the Issuer as at the date of the Listing
         Statement.

13.      Directors and Officers

13.1-13.2

       Name and                Positions          Term as Director       Principal Occupation in
       Municipality of         Held with                                 Preceding 5 Years
       Residence               Issuer

       Lawrence Page, Q.C.     Director              Feb 23/03 - Jun     Barrister and Solicitor; director and
       West Vancouver, BC                                 17/05          officer of a number of reporting
                                                    Jun 1/06 - Present   issuers

                               President             Feb 23/03 - Jun
                                                          17/05
                                                    Jun 1/06 - Present

       Edward A. Odishaw       Director              Nov 10/03 - Jun     Barrister and Solicitor; director of a
       North Vancouver, BC                                17/05          number of private and public
                                                    Jun 1/06 - Present   companies including United States
                                                                         Lime and Minerals Inc. and Austpro
                                                                         Energy Corporation, an energy and
                                                                         infrastructure company

       Robert E. Swenarchuk    Director             Jun 1/06 - Present   President of Rescom Consultants Ltd.,
       North Vancouver, B.C.                                             a private company in the business of
                               Senior Vice-         Jun 1/06 - Present   providing corporate development
                               President,                                services; director and officer of
                               Corporate                                 several reporting issuers
                               Development

       Barry Schindel          Director            Nov 10/03 - Present   Olsa Holdings Ltd. Auto leasings for
       Kelowna, B.C.                                                     18 years, manager and 25%
                                                                         shareholder

       Derek Page              Director            Nov 16/06 - Present   Director, Real Estate Management for
       West Vancouver, B.C.                                              Oxford Properties Group, a
                                                                         commercial real estate investment
                                                                         firm

       Robert Liverant         Director            Nov 16/06 - Present   Retired chartered accountant; director
       Vancouver, B.C.                                                   of Capital Title Group Inc. from May
                                                                         1996 until September 2006.

       Scott B. Hean           Vice President,            N/A            President of Atherton Enterprises Ltd.,
       West Vancouver, B.C.    Administration                            a self-owned consulting and
                                                                         investment company; director, Vice
                                                                         President and CFO of other reporting
                                                                         issuers

                                  FORM 2A – LISTING STATEMENT
                                              November 14, 2008
                                                  Page 70
       Mahesh Liyanage         Chief Financial           N/A     Chartered accountant and CFO of
       North Vancouver, B.C.   Officer                           several other reporting issuers.

13.3     A total of 4,283,499 common shares representing approximately 18.5% of the
         issued shares of the Issuer are beneficially owned, directly or indirectly, by the
         directors and executive officers of the Issuer as a group.

13.4     The only board committee of the Issuer is the Audit Committee which is
         composed of Robert Liverant, Edward Odishaw and Derek Page.

13.5     See table above.

13.6     Corporate Cease Trade Orders or Bankruptcies

         No director or officer of the Issuer, or to the knowledge of the Issuer, any
         shareholder holding a sufficient number of securities of the Issuer to affect
         materially the control of the Issuer is or has within 10 years before the date of
         this Listing Statement been a director or officer of any issuer that, while such
         person was acting in that capacity, was the subject of a cease trade or similar
         order, or an order that denied the other Issuer access to any exemptions under
         Ontario securities law, for a period of more than 30 consecutive days, or
         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 other than:

         Lawrence Page, Q.C. was a director and officer of the Issuer when the Issuer
         was subject to cease trade orders issued by the British Columbia Securities
         Commission on June 3, 2003 and by the Alberta Securities Commission on July
         18, 2003 as the Issuer had not filed certain required financial information.
         Lawrence Page, Q.C. ceased to be an officer and director of the Issuer on June
         17, 2005.     The British Columbia Securities Commission granted a partial
         revocation of its cease trade order on November 7, 2006 and the Alberta
         Securities Commission granted a partial revocation of its cease trade order on
         December 14, 2006. Both the British Columbia Securities Commission and the
         Alberta Securities Commission granted full revocation of the cease trade orders
         on August 3, 2007.

         Lawrence Page, Q.C. and Robert Swenarchuk are directors and officers of
         Southern Silver Exploration Corp. (formerly Newcoast Silver Mines Ltd.)
         (“Southern”). Southern was the subject of cease trade orders issued by the
         British Columbia Securities Commission on September 30, 2003 and by the
         Alberta Securities Commission on October 23, 2003 for failure to file financial
         statements. These cease trade orders were revoked on October 23, 2003 and
         March 25, 2004 respectively.

                                  FORM 2A – LISTING STATEMENT
                                             November 14, 2008
                                                 Page 71
       Edward Odishaw is a director and officer of Austpro Energy Corporation
       (“Austpro”). Austpro was the subject of cease trade orders issued by the British
       Columbia Securities Commission on November 25, 2003 and by the Alberta
       Securities Commission on December 5, 2003 and December 19, 2003 for
       failure to file certain financial information. The British Columbia Securities
       Commission granted a partial revocation of the cease trade order on January
       21, 2008 and the Alberta Securities Commission granted a variation of the
       cease trade order on January 28, 2008. These cease trade orders were fully
       revoked on September 25, 2008 and September 26, 2008 respectively.

       Lawrence Page, Q.C. is a director and officer of Saturna Beach Estates Ltd.
       (“Saturna”). On August 17, 2004 Saturna obtained an order from the Supreme
       Court of British Columbia under the Companies’ Creditors Arrangement Act
       (Canada) that allowed Saturna to continue to run its daily affairs without creditor
       action during financial reorganization. Upon completion of the financial
       reorganization the Supreme Court order was vacated.

       Edward Odishaw was a director and officer of Hester Creek Estate Winery Ltd.
       (“HCEW”) when HCEW sought protection under the Companies’ Creditors
       Arrangement Act (Canada) and eventually filed an assignment in bankruptcy.
       HCEW was refinanced in 2004 with funding from investors and was able to
       settle all of its debts and was discharged from bankruptcy.

13.7   Penalties or Sanctions

       No director or officer, or to the knowledge of the Issuer, any shareholder
       holding sufficient securities of the Issuer to affect materially the control of the
       Issuer, has 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 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
       other than:

       Lawrence Page, Q.C. was formerly a director of Prime Resources Corporation
       (“Prime”) and Calpine Resources Incorporated (“Calpine”). By order of the
       British Columbia Securities Commission dated December 17, 1990, as varied
       by a variation order dated June 23, 1994 and July 15, 1994, in respect of
       Prime, Calpine, Mr. Page and others, it was ordered that the sections of the
       Securities Act (British Columbia) pertaining to trading on an exchange in British
       Columbia not apply to Mr. Page for one year.




                            FORM 2A – LISTING STATEMENT
                                     November 14, 2008
                                         Page 72
13.8    Personal Bankruptcies

        No director or officer, or to the knowledge of the Issuer, any shareholder
        holding sufficient securities of the Issuer to affect materially the control of the
        Issuer has, within the 10 years before the date of this Listing Statement,
        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.

13.9    Conflicts of Interest

        Certain directors and officers of the Issuer are also directors, officers and
        shareholders of other companies that are similarly engaged in business which
        is, or may be, in competition with that carried on or proposed to be carried on
        by the Issuer. Such associations may give rise to conflicts of interest from time
        to time. The laws of British Columbia require the directors and officers to act
        honestly, in good faith, and in the best interests of the Issuer and its
        shareholders. However, in conflict of interest situations, directors and officers
        of the Issuer may owe the same duty to another company and will need to
        balance the competing obligations and liabilities of their actions. There is no
        assurance that the needs of the Issuer will receive priority in all cases.

13.10   Management

        Lawrence Page, Q.C.
        Lawrence Page, Q.C. is 69 years of age and is the President and a director of
        the Issuer. Mr. Page obtained his law degree from the University of British
        Columbia in 1964 and was called to the Bar of British Columbia in 1965 where
        he has practiced in the areas of natural resource law, corporate and securities
        law to the present date. Through his experience with natural resource
        companies and, in particular, precious metals development, Mr. Page has
        established a unique relationship with financiers, geologists and consultants
        and has been counsel for and a director of companies which have discovered
        and developed producing mines in North America. Specifically, he has been a
        director and officer of companies which have discovered and brought into
        production the David Bell and Page Williams mines in Ontario, the Snip,
        Calpine/Eskay Creek and Mascot Gold Mines in British Columbia as well as the
        discovery of the Penasquito orebody in Mexico to be brought into production by
        Goldcorp.

        Mr. Page also holds positions with the following natural resource companies:

        (a)   Bravo Venture Group Inc. (TSXV, Frankfurt) – director since October 2,
              1995, Chairman since January 6, 2004, and President from March 1, 1997
              until March 5, 2003;

                             FORM 2A – LISTING STATEMENT
                                      November 14, 2008
                                          Page 73
(b)   Duncastle Gold Corp. (formerly ABC Mining Ventures Inc. and Dundee
      Mines Ltd.) (TSXV, Frankfurt) – director and President since May 26,
      2006, Chief Executive Officer from May 26, 2006 until October 11, 2007;
(c)   Fortune River Resource Corp. (TSXV, Frankfurt) – director and Chairman
      since February 28, 1997 and President from Apr 25, 2002 until March 6,
      2004; and
(d)   Quaterra Resources Inc. (TSXV) – director since September 5, 1995 and
      Secretary since May 8, 2008;
(e)   Southern Silver Exploration Corp. (formerly Newcoast Silver Mines Ltd.)
      (TSXV, Frankfurt) – director and President since October 6, 1999.

Mr. Page was a director and Chairman of Avalon Ventures Ltd. (TSXV) from
July 24, 1991 until July 12, 2007. Mr. Page was also a director of Eaglecrest
Explorations Ltd. (TSXV), a mineral exploration company from May 6, 1998
until October 9, 2003, and he was the Secretary of CHR Medical Corporation
(formerly Medsurge Medical Products Corp.) (TSXV), a medical supply
company, from January 11, 2002 until August 29, 2003. Mr. Page was a
director of the mineral exploration company, Western Silver Corporation
(formerly Western Copper Holdings Limited) (TSX, AMEX) from January 28,
1997 until May 3, 2006 and a Secretary of the same from November 1, 1995
until April 4, 2005. He was also a director of X-Terra Resources Corporation
(formerly Canadian Empire Exploration Corp.) (TSXV) from October 31,1989
until June 24, 2008.

Mr. Page is the President and a director of Saturna Beach Estates Ltd., a
private company which conducts the business of a vineyard and a winery.

Although Mr. Page is committed to his positions as President and a director of
the Issuer, his involvement and interest in the companies noted above requires
a substantial portion of his time.

Edward A. Odishaw
Edward Odishaw is 73 years of age and is a director of the Issuer. Mr.
Odishaw is a self-employed barrister and solicitor and he has been a director,
the President and Chairman of the Board of Austpro Energy Corporation, an
energy and infrastructure company, since June 1999. Mr. Odishaw has
experience in the natural resource and mineral exploration industry as the
Chairman and a director of United States Lime & Minerals, Inc. (Nasdaq) since
July 1993. Due to Mr. Odishaw’s other interests noted above, a lesser
proportion of his time is devoted to the Issuer.

Robert E. Swenarchuk
Robert Swenarchuk is 74 years of age and is Senior VP, Corporate
Development and a director of the Issuer. Mr. Swenarchuk’s chief employment
is as President of Rescom Consultants Ltd., a wholly-owned company
established in 1979 to provide a wide range of services to private and public

                    FORM 2A – LISTING STATEMENT
                            November 14, 2008
                                Page 74
companies. Mr. Swenarchuk has extensive experience with natural resource
and mineral exploration companies and holds positions in the following
reporting issuers:

(a)   Bravo Venture Group Inc. (TSXV, Frankfurt) – director since July 24, 2000
      and Senior VP, Corporate Development since January 20, 2000;
(b)   Fortune River Resource Corp. (TSXV, Frankfurt) – director since April 25,
      2002 and Senior VP, Corporate Development since May 27, 1999; and
(c)   Southern Silver Exploration Corp. (formerly Newcoast Silver Mines Ltd.)
      (TSXV, Frankfurt) – director and Senior VP, Corporate Development
      since October 25, 2002.

Mr. Swenarchuk was the Senior VP, Corporate Development of Quaterra
Resources Inc. from April 8, 1999 until July 17, 2007. He was also a director of
X-Terra Resources Corporation (formerly Canadian Empire Exploration Corp.)
from June 1997 until July 2002 and a director of Eaglecrest Explorations Ltd.
(TSXV), a mineral exploration company from March 1999 until November 2002.
He was a director of CHR Medical Corporation (formerly Medsurge Medical
Products Corp.), a medical supply company, from April 2001 until September
2003. Mr. Swenarchuk was a director of Columbia Gold Mines Ltd. (TSXV)
from May 1996 until March 2000 and a director of Stateside Oil Corp. (TSXV)
from April 1987 until December 1998.

Although Mr. Swenarchuk is committed to his positions as director and Senior
VP, Corporate Development of the Issuer, his involvement and interest in the
companies noted above requires a substantial portion of his time.

Barry Schindel
Barry Schindel is a director of the Issuer and is 66 years of age. Mr. Schindel is
a manager of Olsa Holdings Ltd. Auto Leasing in Kelowna and has worked with
that company since 1980. Accordingly, Olsa Holdings Ltd. occupies the
majority of his time and a lesser proportion of his time is devoted to the Issuer.
Mr. Schindel has no other experience in the natural resource and mineral
exploration industry except through his position with the Issuer.

Derek Page
Derek Page is 43 years of age and is a director of the Issuer. Mr. Page’s chief
employment has been with Oxford Properties Group, a commercial real estate
investment firm since 1997. His current position as Director, Real Estate
Management at Oxford Properties Group occupies the majority of Mr. Page’s
time; however he is committed to his position as a director of the Issuer. Mr.
Page has experience with public issuers through his positions as a director of
Duncastle Gold Corp. (formerly ABC Mining Ventures Inc. and Dundee Mines
Ltd.) (TSXV, Frankfurt), a mineral exploration company, since February 14,
2008, a director and president of Sombrio Capital Corp. (OTCBB), a mineral
exploration company, until January 2009, and VP Business Development with

                     FORM 2A – LISTING STATEMENT
                             November 14, 2008
                                 Page 75
Ingenium Capital Corp. (OTCBB), a mineral exploration company, from
November 2003 until December 2005.

Robert Liverant
Robert Liverant is 79 years of age and is a director and Chair of the audit
committee of the Issuer. Mr. Liverant is a retired chartered accountant. Mr.
Liverant has been a director of Caledonia Mining Corporation since December
2006, was a director of Bonaventure Enterprises Inc. from January 2006 until
June 2007, and a director of Capital Title Group, Inc. (Nasdaq) from May 1996
until September 2006.

Scott Hean
Scott Hean is 61 years of age and is the Vice President, Administration of the
Issuer. He has held senior management and executive positions with Bank of
Montreal as Senior Vice President and Managing Director responsible for
financing in the natural resources sectors in North America and J.P. Morgan of
New York, primarily financing junior oil and gas companies. He is the Chair of
Bill Reid Foundation Services Ltd., a not-for-profit organization preserving and
perpetuating the legacies of Bill Reid. He has served on numerous not-for-profit
Boards, including Outward Bound Western Canada and B.C. Children's
Hospital. Graduating from Simon Fraser University in 1973 (B.A.) and from the
Ivey School of Business, London, Ontario, (M.B.A.) in 1975, Mr. Hean recently
graduated from the Institute of Corporate Directors, Directors Education
Program (ICD.D).

Although Mr. Hean is committed to his position with the Issuer, he has interests
in and provides services to several other reporting issuers. His experience with
these other companies has provided him with experience in the natural
resource and mineral exploration industry. Mr. Hean is currently involved with:

(a)   Bravo Venture Group Inc. (TSXV, Frankfurt) – Vice President,
      Administration since February 1, 2008, and Chief Financial Officer from
      March 27, 2006 until February 1, 2008;
(b)   Duncastle Gold Corp. (TSXV, Frankfurt) – Vice President, Administration
      since February 1, 2008, Chief Financial Officer from May 26, 2006 until
      February 1, 2008, and Secretary from May 26, 2006 until October 11,
      2007;
(c)   Fortune River Resource Corp. (TSXV, Frankfurt) – Vice President,
      Administration since January 18, 2008, and Chief Financial Officer from
      March 27, 2006 until January 18, 2008;
(d)   Great Quest Metals Ltd. (TSXV) – director since May 23, 2007 and a
      member of the audit, compensation and governance committees;
(e)   Quaterra Resources Inc. (TSXV) – Chief Financial Officer since March 27,
      2006;



                    FORM 2A – LISTING STATEMENT
                             November 14, 2008
                                 Page 76
(f)   Sabina Silver Corporation (TSXV) – director since April 2, 2006 and Chair
      of the audit committee until March 2007, thereafter a member only and
      member of the compensation committee; and
(g)   Southern Silver Exploration Corp. (formerly Newcoast Silver Mines Ltd.)
      (TSXV, Frankfurt) – director since January 7, 2009, Vice President,
      Administration since January 29, 2008, and Chief Financial Officer from
      March 27, 2006 until January 29, 2008.

Mahesh Liyanage
Mahesh Liyanage is 36 years of age and is the Chief Financial Officer of the
Issuer. Mahesh Liyanage’s chief employment is as an accountant at Manex
Resource Group Inc., a management company that provides administrative and
corporate services to the Issuer as well as other mineral exploration
companies. Mr. Liyanage is currently the Chief Financial Officer of the
following companies (all managed by Manex Resource Group Inc.): Bravo
Venture Group Inc., Duncastle Gold Corp., Fortune River Resource Corp. and
Southern Silver Exploration Corp. His experience with these companies has
provided him with experience in the natural resource and mineral exploration
industry. Since Mr. Liyanage is the Chief Financial Officer for five separate
companies, a smaller proportion of his time is devoted to the Issuer.

Mr. Liyanage was previously employed by McDonald’s Fiji as a controller from
2002 until 2005 and by TD MacCormac Inc., Chartered Accountants as an
account and audit supervisor from 2005 until 2008.

Arie Page
Arie Page is a 31 year old barrister and solicitor and is the Corporate Secretary
of the Issuer. Ms. Page has gained experience in the natural resource and
mineral exploration industry through her position as Corporate Secretary of the
Issuer and of the following other mineral resource companies: Duncastle Gold
Corp., Fortune River Resource Corp., Pacific Ridge Exploration Ltd. and
Southern Silver Exploration Corp. Since Ms. Page is the Corporate Secretary
for five separate companies, a smaller proportion of her time is devoted to the
Issuer.

None of the above mentioned individuals have entered into a non-competition
or non-disclosure agreement with the Issuer.




                     FORM 2A – LISTING STATEMENT
                             November 14, 2008
                                 Page 77
14.    Capitalization

14.1   Common shares:

Issued Capital
                                  Number of          Number of    %        of % of
                                  Securities         Securities   Issued      Issued
                                  (non-diluted)      (fully-      (non-       (fully diluted)
                                                     diluted)     diluted)
Public Float

Total outstanding (A)             23,156,439         25,311,439 100%          100%

Held by Related 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)     6,195,500          7,015,500    26.75%      27.72%

Total Public Float (A-B)          16,960,939         18,295,939 73.25%        72.28%

Freely-Tradeable Float

Number of 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)         100,000            100,000      0.43%       0.40%

Total Tradeable Float (A-
C)                                23,056,439         25,211,439 99.57%        99.60%




                                FORM 2A – LISTING STATEMENT
                                       November 14, 2008
                                           Page 78
Public Securityholders (Registered)


 Class of Security

 Size of Holding                 Number of                 Total number of
                                 holders                   securities

 1 – 99 securities               1                         50

 100 – 499 securities            1                         100

 500 – 999 securities            Nil                       Nil

 1,000 – 1,999 securities        2                         2,330

 2,000 – 2,999 securities        1                         2,500

 3,000 – 3,999 securities        1                         3,000

 4,000 – 4,999 securities        1                         4,000

 5,000 or more securities        39                        3,077,650

                                 46                        3,089,630


Public Securityholders (Beneficial)


 Class of Security

 Size of Holding                 Number of                 Total number of
                                 holders                   securities

 1 – 99 securities               Nil                       Nil

 100 – 499 securities            1                         100

 500 – 999 securities            Nil                       Nil

 1,000 – 1,999 securities        2                         2,330

 2,000 – 2,999 securities        1                         2,500

 3,000 – 3,999 securities        1                         3,000

                             FORM 2A – LISTING STATEMENT
                                       November 14, 2008
                                           Page 79
4,000 – 4,999 securities            1                            4,000

5,000 or more securities            38                           2,927,650

Unable to confirm                                                13,253,256(1)

   (1) Of these 13,253,256 securities, intermediaries have confirmed holding 9,460,004 shares on
       behalf of 137 shareholders, each holding beneficially or controlling at least 1,000 shares.




Non-Public Securityholders (Registered)


Class of Security

Size of Holding                     Number of                    Total number of
                                    holders                      securities

1 – 99 securities                   Nil                          Nil

100 – 499 securities                Nil                          Nil

500 – 999 securities                Nil                          Nil

1,000 – 1,999 securities            Nil                          Nil

2,000 – 2,999 securities            Nil                          Nil

3,000 – 3,999 securities            Nil                          Nil

4,000 – 4,999 securities            Nil                          Nil

5,000 or more securities            7                            6,195,500

                                    7                            6,195,500




                               FORM 2A – LISTING STATEMENT
                                          November 14, 2008
                                              Page 80
14.2    The following securities are convertible or exchangeable into common shares
        of the Issuer:

Description of Security        Number of convertible /       Number of listed securities
(include conversion /          exchangeable securities       issuable upon conversion /
exercise terms, including      outstanding                   exercise
conversion / exercise price)
Incentive stock options                 1,345,000                      1,345,000
Exercise price: $0.25
Expiry: October 9, 2012
Incentive stock options                   10,000                        10,000
Exercise price: $0.28
Expiry: December 4, 2012
Incentive stock options                   50,000                        50,000
Exercise price: $0.10
Expiry: February 24, 2014
Warrants                                 500,000                        500,000
Exercise price: $0.30
Expiry: July 7, 2010
Finders’ Warrants                        250,000                        250,000
Exercise price: $0.30
Expiry: July 7, 200

14.3    There are no common shares of the Issuer reserved for issuance that are not
        included in section 14.2.

15.     Executive Compensation

15.1    A Statement of Executive Compensation is attached as Schedule “A” hereto.

16.     Indebtedness of Directors and Executive Officers

16.1    No director, executive officer or any of their associates is indebted to the Issuer
        nor is any director, executive officer or any of their associates indebted to any
        other entity whose indebtedness is the subject of a guarantee, support
        agreement, letter of credit or other similar arrangement or understanding
        provided by the Issuer.

16.2    Not applicable.

16.3    Not applicable.

16.4    Not applicable.




                               FORM 2A – LISTING STATEMENT
                                      November 14, 2008
                                          Page 81
17.    Risk Factors

17.1   The Issuer’s securities should be considered a highly speculative investment
       and investors should carefully consider all of the information disclosed in this
       Listing Statement prior to making an investment in the Issuer’s securities. In
       addition to the other information presented in this Listing Statement, the
       following risk factors should be given special consideration when evaluating an
       investment in any of the Issuer’s securities.

       Exploration and Development: The Issuer’s properties are in an exploration
       stage only and are without a known body of commercial ore. Development of
       the properties will only follow upon obtaining satisfactory results. Exploration
       and development of natural resources involves a high degree of risk and few
       properties which are explored are ultimately developed into producing
       properties.    There is no assurance that the Issuer’s exploration and
       development activities will result in any discoveries of commercial bodies of
       ore. The long term profitability of the Issuer’s operations will be in part directly
       related to the cost and success of its exploration programs, which may be
       affected by a number of factors.

       Substantial expenditures are required to establish reserves through drilling, to
       develop processes to extract the resources and, in the case of new properties,
       to develop the extraction and processing facilities and infrastructure at any site
       chosen for extraction. Although substantial benefits may be derived from the
       discovery of a major deposit, no assurance can be given that resources will be
       discovered in sufficient quantities to justify commercial operations or that the
       funds required for development can be obtained on a timely basis.

       Reliability of Historical Information: The Issuer has relied, and the Technical
       Report is based, upon historical data compiled by previous parties involved with
       the Swift Katie property. To the extent that any of such historical data may be
       inaccurate or incomplete, the Issuer’s exploration plans may be adversely
       affected.

       Operating Hazards and Risks: Exploration for natural resources involves
       many risks, which even a combination of experience, knowledge and careful
       evaluation may not be able to overcome. Operations in which the Issuer has a
       direct or indirect interest will be subject to all the hazards and risks normally
       incidental to exploration, development and production of resources, any of
       which could result in work stoppages, damage to persons or property and
       possible environmental damage. Although the Issuer may obtain liability
       insurance in an amount which the Issuer considers adequate, the nature of
       these risks is such that liabilities might exceed policy limits, the liabilities and
       hazards might not be insurable against, or the Issuer might elect not to insure
       itself against such liabilities due to high premium costs or other reasons, in


                            FORM 2A – LISTING STATEMENT
                                     November 14, 2008
                                         Page 82
which event the Issuer could incur significant costs that could have a material
adverse effect on the Issuer’s financial condition.

Fluctuating Prices: The Issuer’s revenues, if any, are expected to be in large
part derived from the extraction and sale of base and precious metals such as
gold. The price of those commodities has fluctuated widely, particularly in
recent years, and is affected by numerous factors beyond the Issuer’s control,
including international, economic and political trends, expectations of inflation,
currency exchange fluctuations, interest rates, global or regional consumptive
patterns, speculative activities and increased production due to new extraction
developments and improved extraction and production methods. The effect of
these factors on the price of base and precious metals, and therefore the
economic viability of any of the Issuer’s exploration projects, cannot accurately
be predicted.

Environmental Factors: All phases of the Issuer’s operations are subject to
environmental regulation in the various jurisdictions in which the Issuer
operates. Environmental legislation is evolving in a manner which will require
stricter standards and enforcement, increased fines and penalties for non-
compliance, more stringent environmental assessments of proposed projects
and a heightened degree of responsibility for companies and their officers,
directors and employees. There is no assurance that future changes in
environmental regulation, if any, will not adversely affect the Issuer’s
operations.

Competition: The resource industry is intensely competitive in all of its
phases, and the Issuer competes with many companies possessing greater
financial resources and technical facilities than the Issuer does. Competition
could adversely affect the Issuer’s ability to acquire suitable properties for
exploration in the future.

Options and Joint Ventures: The Issuer may, in the future, be unable to meet
the Issuer’s share of costs incurred under option or joint venture agreements to
which the Issuer is a party and the Issuer may have the Issuer’s interest in the
properties subject to such agreements reduced as a result. Furthermore, if
other parties to such agreements do not meet their share of such costs, the
Issuer may be unable to finance the cost required to complete recommended
programs.

Title Matters: Although the Issuer may receive title opinions for any mineral
properties in which the Issuer has or will acquire a material interest, there is no
guarantee that title to such properties will not be challenged or impugned. In
some countries, the system for recording title to the rights to explore, develop
and mine natural resources is such that a title opinion provides only minimal
comfort that the holder has title. Also, in many countries, claims have been


                     FORM 2A – LISTING STATEMENT
                              November 14, 2008
                                  Page 83
made and new claims are being made by aboriginal peoples that call into
question the rights granted by the governments of those countries.

Requirement of New Capital: As an exploration company without revenues,
the Issuer typically needs more capital than the Issuer has available to it. In the
past, the Issuer has had to raise, by way of equity financing, funds to meet the
Issuer’s capital needs. There is no guarantee that the Issuer will be able to
continue to raise funds needed for the Issuer’s business. Failure to raise the
necessary funds in a timely fashion will limit the Issuer’s growth.

Political and Economic Instability: The Issuer may be affected by possible
political or economic instability. The risks include, but are not limited to,
terrorism, military repression, extreme fluctuations in currency exchange rates
and high rates of inflation. Changes to resource development or investment
policies or shifts in political attitude in certain countries may adversely affect the
Issuer’s business. Operations may be affected in varying degrees by
government regulations with respect to restrictions on production, price
controls, export controls, income taxes, expropriation of property, maintenance
of claims, environmental legislation, land use, land claims of local people, water
use and mine safety. The effect of these factors cannot be accurately
predicted.

Management: The Issuer is dependent on a relatively small number of key
officers, the loss of any of whom could have an adverse effect on the Issuer.

Conflict of Interest: The Issuer’s directors and officers may become engaged
in mineral exploration and development activities on their own behalf and on
behalf of other companies, and situations may arise where the Issuer’s
directors and officers may be in direct competition with the Issuer. Any decision
made by such directors involving the Issuer will be made in accordance with the
duties and obligations of directors to deal fairly and in good faith with the Issuer
and such other companies. Those of the Issuer’s directors and officers with
conflicts of interest will be subject to and will follow the procedure set out in
applicable corporate and securities legislation, regulation, rules and policies.

Exchange Rate Fluctuation: Any profitability may be adversely affected by
fluctuations in the rate of exchange of Canadian dollars into foreign currencies.
The Issuer does not currently take any steps to hedge against currency
fluctuations.

Dividends: The Issuer has not paid dividends in the past and does not
anticipate paying dividends in the near future. The Issuer expects to retain the
Issuer’s earnings to finance further growth and, when appropriate, retire debt.




                      FORM 2A – LISTING STATEMENT
                               November 14, 2008
                                   Page 84
       Value of Company: The Issuer’s assets are of indeterminate value. For
       further particulars, see the financial statements of the Issuer available on
       SEDAR at www.sedar.com.

       Dilution: Since the Issuer does not generate any revenues, it may not have
       sufficient financial resources to undertake by itself all of its planned mineral
       property acquisition and exploration activities. Operations will continue to be
       financed primarily through the sale of securities such as common shares. The
       Issuer will need to continue its reliance on the sale of such securities for future
       financing, which may result in dilution to existing shareholders.

       Liquidity: The Issuer’s securities are subject to certain trade restrictions,
       which may include a hold period restricting the trading of them.

18.    Promoters

18.1   (a-c) Manex Resource Group Inc. (“Manex”) may be considered a promoter of
             the Issuer to the extent that it provides management and corporate
             finance services for the Issuer pursuant to an agreement. Lawrence
             Page, Q.C., President and a director of the Issuer is the owner of Manex
             which owns 322,666 common shares of the Issuer. Manex provides the
             Issuer with office space, facilities, equipment and services with respect to
             the administrative and corporate affairs of the Issuer. In exchange, the
             Issuer currently pays Manex a base monthly fee of $8,000 for the
             provision of offices, meeting and boardrooms, receptionist, telephones,
             address and access to all professional services offered by Manex, as well
             as additional charges based upon time spent on the Issuer’s business
             opportunities. Further charges will be incurred for geological, corporate
             services and out-of-pocket expenses. In 2008, Manex billed $16,205 to
             the Issuer for investor relations fees.

       (d)   Not applicable.

18.2   Not applicable.

18.3   Not applicable.

18.4   Not applicable.

19.    Legal Proceedings

19.1   The Issuer was involved in legal proceedings with Lorrie Warwick in relation to
       a private placement of the Issuer’s securities in March 2003. Lorrie Warwick
       brought an action against the Issuer in the Supreme Court of British Columbia
       claiming that she paid the Issuer $25,000 as part of a subscription for the
       Issuer’s shares and was not issued a share certificate. On March 5, 2004, the

                               FORM 2A – LISTING STATEMENT
                                      November 14, 2008
                                          Page 85
       Supreme Court of British Columbia ordered that Lorrie Warwick receive
       Judgment against the Issuer for $25,000 plus interest and costs. The judgment
       remains outstanding.

20.    Interest of Management and Others in Material Transactions

20.1   Lawrence Page, Q.C. is the principal of Manex Resource Group Inc. (“Manex”)
       which assigned to the Issuer a letter agreement dated March 27, 2006, as more
       particularly described in item 22.1(a). Manex was also party to a debt
       settlement agreement with the Issuer under which Manex was issued 608,000
       common shares of the Issuer in December 2006 in settlement of $152,000 of
       indebtedness.

21.    Auditors, Transfer Agents and Registrars

21.1   The Issuer’s auditor’s are Smythe Ratcliffe LLP of 7th Floor, Marine Building,
       355 Burrard Street, Vancouver, B.C., V6C 2G8.

21.2   The Issuer’s transfer agent and registrar is Computershare Investor Services
       Inc. of 510 Burrard Street, Vancouver, B.C., V6C 3B9.

22.    Material Contracts

22.1   The following are all of the material contracts of the Issuer entered into within
       the last two years:

       Property Agreements

       (a)   The Issuer was assigned a letter agreement dated March 27, 2006 from
             Manex Resource Group Inc. (“Manex”), which was amended by
             agreements dated February 7, 2007, June 30, 2007, November 30, 2007
             and December 18, 2008 (the “Swift Katie Agreement”). Pursuant to the
             Swift Katie Agreement, the Issuer has the option to acquire up to a 100%
             interest in the Swift Katie claims from John A. Chapman, KGE
             Management Ltd., Doublestar Resources Ltd, and Kenneth E. Murray
             (collectively, the “Swift Katie Optionors”). To acquire a 60% interest in
             these claims, the Issuer must provide as consideration, $85,000 in cash,
             $600,000 in work, and 640,000 shares. To acquire a 100% interest, the
             Issuer must provide as consideration an additional $120,000 in cash,
             $700,000 in work, and 450,000 in shares. In addition, the Issuer will give
             the Swift Katie Optionors 250,000 shares on completion of a positive
             feasibility study and 500,000 shares upon achievement of commercial
             production. The Swift Katie Optionors have retained a 2% net smelter
             return royalty if the Issuer earns 60% interest in the property and a 3%
             royalty if the Issuer earns 100% interest in the property. The Issuer has
             the right to purchase one-half of this royalty for $1 million per 1.0% any

                            FORM 2A – LISTING STATEMENT
                                    November 14, 2008
                                        Page 86
      time prior to the commencement of commercial production. The Issuer
      has also agreed that, beginning December 31, 2010 and annually
      thereafter, the Issuer will make an annual advance minimum royalty
      payment of $35,000, increasing to $50,000 on December 31, 2012 with
      annual adjustments thereafter according to the Consumer Price Index with
      a base of December 31, 2006.

(b)   The Issuer entered into an option agreement with M.A. Kaufman dated
      December 3, 2007 as more particularly described in the CNSX Form 10
      dated December 13, 2007. This option agreement was terminated by the
      Issuer on December 3, 2008 without liability by giving written notice of the
      termination to Mr. Kaufman.

(c)   The Issuer entered into an option agreement (the “Star Agreement”) dated
      effective May 13, 2008 with Finley Company, Robertson-Finley
      Resources, Inc., Piney Fork Production Company, Butler Oil, LLC, 4-W
      Petroleo, Inc. and M. Wohlford Oil, LLC (collectively, the “Star Optionors”).
      Pursuant to this option agreement, the Issuer may acquire a 100% interest
      in the Star claims by making aggregate cash payments of US$300,000
      over a nine year period and by incurring not less than an aggregate
      C$400,000 in exploration expenditures over a four year period. The Star
      Optionors retain a 3% net smelter return royalty, 1/3 of which may be
      purchased by the Issuer for US$1,500,000.

(d)   The Issuer is party to an option agreement (the “Toughnut Agreement”)
      dated March 10, 2009 with Lloyd Addie and Gordon Addie (collectively,
      the “Toughnut Optionors”) pursuant to which the Issuer may acquire a
      100% interest in the Toughnut property by providing the following
      aggregate consideration over a 5 year period: $200,000 cash, 400,000
      shares and $1,250,000 in exploration expenditures. The Toughnut
      Optionors retain a net smelter return royalty of 1% on three mineral claims
      and 2% on the remainder of the Toughnut property. The Issuer has the
      option to purchase one half of the Toughnut Optionors’ royalty by payment
      of the sum of $1,000,000. In addition to the Toughnut Optionors’ royalty of
      1% on the three mineral claims, there is an underlying royalty, pursuant to
      which third parties are entitled to a 1% net smelter return royalty on these
      three mineral claims, up to a maximum aggregate amount of $1,000,000.

Service Agreements

(e)   The Issuer is party to a service agreement with Manex dated June 9, 2008
      under which Manex provides the Issuer with office space, facilities,
      equipment and services with respect to the administrative and corporate
      affairs of the Issuer. In exchange, the Issuer currently pays Manex a base
      monthly fee of $8,000 for the provision of offices, meeting and
      boardrooms, receptionist, telephones, address and access to all

                     FORM 2A – LISTING STATEMENT
                              November 14, 2008
                                  Page 87
             professional services offered by Manex, as well as additional charges
             based upon time spent on the Issuer’s business opportunities. Further
             charges will be incurred for geological, corporate services and out-of-
             pocket expenses.

       (f)   The Issuer entered into a services agreement dated October 1, 2007 with
             Scott Hean and Atherton Enterprises Ltd. (“AEL”), a company
             owned/controlled by Scott Hean, pursuant to which the Issuer paid AEL a
             monthly fee of $3,250 for Scott Hean’s services as Chief Financial Officer
             of the Issuer. This services agreement was terminated and replaced by an
             agreement dated February 1, 2008, pursuant to which the Issuer pays
             AEL $2,000 per month for Scott Hean’s services as Vice President,
             Administration of the Issuer.

       Subscription Agreements

       (g)   The Issuer entered into private placement subscription agreements in
             September 2007 with 24 subscribers to sell 3,055,000 flow-through shares
             at a price of $0.30 per share and a further 24 subscribers to sell 3,320,000
             non flow-through shares at a price of $0.25 per share.

       (h)   The Issuer entered into private placement subscription agreements in July
             2008 with 2 subscribers to sell 4,000,000 flow-through shares at a price of
             $0.25 per share and a further 2 subscribers to sell 1,000,000 units at a
             price of $0.25 per unit (each unit consisting of one non flow-through share
             and one half share purchase warrant exercisable at a price of $0.30 for
             period of two years).

22.2   Not applicable.

23.    Interest of Experts

23.1   There are no direct or indirect interests of experts in the property of the Issuer
       or any Related Person of the Issuer.

23.2   Not applicable.

23.3   Not applicable.

23.4   Not applicable.

24.    Other Material Facts

24.1   There are no other material facts about the Issuer and its securities that are not
       disclosed elsewhere in this Listing Statement.


                             FORM 2A – LISTING STATEMENT
                                     November 14, 2008
                                         Page 88
25.    Financial Statements

25.1   Audited financial statements for the financial years ended December 31, 2008,
       2007 and 2006 are available on SEDAR at www.sedar.com.

25.2   Not applicable.




                          FORM 2A – LISTING STATEMENT
                                   November 14, 2008
                                       Page 89
The first certificate below must be signed by the CEO, CFO, any person or company
who is a promoter of the Issuer and two directors of the Issuer. In the case of an Issuer
re-qualifying following a fundamental change, the second certificate must also be signed
by the CEO, CFO, any person or company who is a promoter of the target and two
directors of the target.



CERTIFICATE OF THE ISSUER

Pursuant to a resolution duly passed by its Board of Directors, (full legal name of the
Issuer), hereby applies for the listing of the above mentioned securities on CNSX. The
foregoing contains full, true and plain disclosure of all material information relating to
(full legal name of the Issuer). 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 at Vancouver, British Columbia this 27th day of April, 2009.



“Lawrence Page”                                  “Mahesh Liyanage”

Lawrence Page, Q.C., President                   Mahesh Liyanage, Chief Financial Officer
(Chief Executive Officer)



“Derek Page”                                     “Robert Swenarchuk”

Derek Page, Director                             Robert Swenarchuk, Director



“Lawrence Page”

Manex Resource Group, Promoter




                              FORM 2A – LISTING STATEMENT
                                       November 14, 2008
                                           Page 90
                                               SCHEDULE “A”:
                          STATEMENT OF EXECUTIVE COMPENSATION

                                 VALTERRA RESOURCE CORPORATION
                                           (the “Issuer”)


COMPENSATION DISCUSSION & ANALYSIS

The Issuer relies solely on board discussion without any formal objectives, criteria or analysis in
determining executive compensation.

As the Issuer is a junior exploration company that does not generate any revenue, it does not
pay its executives bonuses nor does it issue any long term incentive plans. No pension plan or
retirement benefit plans have been instituted by the Issuer and none are proposed at this time.

The Issuer may grant incentive stock options to the President (CEO) and Chief Financial Officer
(collectively, the “Named Executive Officers”) pursuant to the Issuer’s stock option plan. The
board of directors has the discretion as to when stock options will be granted and the number of
stock options to be granted to each individual.

SUMMARY COMPENSATION TABLE

The following table sets forth compensation for services to the Issuer for the financial year
ended December 31, 2008 in respect of the Named Executive Officers:

                                                                      Non-equity incentive
                                                                      plan compensation
                                                                              ($)


                                             Share- Option-                         Long-       All Other     Total
                                              based based              Annual        term       Compen-      Compen-
    Name and           Year      Salary      awards awards            incentive   incentive      sation       sation
Principal                         ($)             ($) ($)               plans       plans           ($)         ($)
Position
Lawrence Page          2008        Nil           Nil        Nil         Nil            Nil      510,638(1)    510,638
President (CEO)
Anthony Leung(2)       2008     6,624(3)         Nil        Nil         Nil            Nil          Nil          6,624
CFO
Jeannine Webb(4)       2008    17,272(5)         Nil    8,636(6)        Nil            Nil          Nil        25,908
CFO
Scott Hean(7)          2008    25,250(8)         Nil        Nil         Nil            Nil          Nil        25,250
CFO

Notes:   (1)       Lawrence Page, through companies controlled by him, billed a total of $510,638 for administrative,
                   accounting, consulting, corporate and legal services provided to the Issuer in 2008, which amount
                   includes $5,978 of mark-up or reimbursable expenses. As at December 31, 2008 $236,625
                   including GST remained outstanding.
         (2)       Anthony Leung was CFO from October 9, 2008 until February 20, 2009.


                                         FORM 2A – LISTING STATEMENT
                                                  November 14, 2008
                                                      Page 91
       (3)     Anthony Leung was an employee of Manex Resource Group Inc. (“Manex”), a management
               company providing services to the Issuer and other junior mineral exploration companies. The
               Issuer paid Manex $6,774 for Mr. Leung’s services as CFO of the Issuer and Manex paid Mr.
               Leung $6,624 for his services of CFO of the Issuer. As Mr. Leung served as CFO for three
               companies managed by Manex, one third of his salary was allocated to his services as CFO of the
               Issuer.
       (4)     Jeannine Webb was CFO from February 1, 2008 until October 9, 2008.
       (5)     Jeannine Webb was an employee of Manex. The Issuer paid Manex $20,276 for Ms. Webb’s
               services as CFO of the Issuer and Manex paid Ms. Webb $17,272 for her services of CFO of the
               Issuer. As Ms. Webb served as CFO for six companies managed by Manex, one sixth of her salary
               was allocated to her services as CFO of the Issuer.
       (6)     The Issuer uses the Black-Scholes option pricing model to value stock options.
       (7)     Scott Hean resigned as CFO and was appointed Vice President, Administration on February 1,
               2008.
       (8)     $3,250 in consulting fees paid to Atherton Enterprises Ltd. (“AEL”), a company owned/controlled by
               Scott Hean, pursuant to a services agreement entered into on October 1, 2007 between the Issuer,
               Scott Hean and AEL, whereby the Issuer paid AEL $3,250 plus GST per month for the provision of
               Scott Hean as CFO. $22,000 in consulting fees were paid to AEL pursuant to a services
               agreement dated February 1, 2008 between the Issuer, AEL and Scott Hean, whereby the Issuer
               paid AEL $2,000 plus GST per month for the provision of Scott Hean as Vice President,
               Administration.

INCENTIVE PLAN AWARDS

The following are all fully-vested option-based awards (incentive stock options) held by Named
Executive Officers that were outstanding as at December 31, 2008:



      Name            Number of           Option               Option               Value of
                      securities       exercise price      expiration date       unexercised in-
                      Underlying            ($)                                    the-money
                     unexercised                                                     options
                       options                                                         ($)
                          (#)
Lawrence Page          200,000              $0.25          October 9, 2012              Nil
Anthony Leung             Nil                N/A                N/A                     N/A
Jeannine Webb(1)        50,000              $0.25           May 26, 2013                Nil
Scott Hean             120,000              $0.25          October 9, 2012              Nil

(1)    Jeannine Webb resigned as CFO on October 9, 2008 and her options were terminated on January 27, 2009.

DIRECTOR COMPENSATION

       Name               Fees         Option-based         Non-equity          All other             Total
                         earned          awards           incentive plan      compensation             ($)
                           ($)              ($)           compensation             ($)
                                                               ($)


Robert Swenarchuk           Nil               Nil                 Nil              62,500            62,500
Edward Odishaw            10,125              Nil                 Nil                Nil             10,125
Robert Liverant           12,000              Nil                 Nil                Nil             12,000
Derek Page                10,510              Nil                 Nil                Nil             10,510
Barry Schindel             9,441              Nil                 Nil                Nil              9,441


                                   FORM 2A – LISTING STATEMENT
                                              November 14, 2008
                                                  Page 92
Effective October 1, 2007, the Issuer’s board of directors adopted an independent directors’
compensation package whereby each independent director will receive $9,000 annually. For
every directors’ meeting or committee meeting attended either in person or by telephone, each
independent director will receive $375 per meeting attended with the chairman of each meeting
receiving a total of $750 per meeting attended. Directors may be reimbursed for actual
expenses reasonably incurred in connection with the performance of their duties as directors
and certain directors may be compensated for services as consultants or experts. The fees
earned by independent directors as noted in the above table remain outstanding as at
December 31, 2008.         Compensation paid to Robert Swenarchuk relates to corporate
development consulting services provided to the Issuer.

The following are all fully-vested option-based awards (incentive stock options) held by directors
(other than Named Executive Officers) that were outstanding as at December 31, 2008:


      Name           Number of        Option             Option           Value of
                     securities    exercise price    expiration date   unexercised in-
                     Underlying         ($)                              the-money
                     unexercise                                            options
                      d options                                              ($)
                         (#)
Robert Swenarchuk      200,000         $0.25         October 9, 2012         Nil
Edward Odishaw         100,000         $0.25         October 9, 2012         Nil
Robert Liverant        100,000         $0.25         October 9, 2012         Nil
Derek Page             100,000         $0.25         October 9, 2012         Nil
Barry Schindel         100,000         $0.25         October 9, 2012         Nil




                                FORM 2A – LISTING STATEMENT
                                         November 14, 2008
                                             Page 93

				
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