FORM 2A UPDATED LISTING STATEMENT

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					         FORM 2A
UPDATED LISTING STATEMENT




CONTINENT RESOURCES INC.

   FOR THE ANNUAL FILING
YEAR ENDED December 31, 2008


    DATE: APRIL 30, 2009




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

1.    Table of Contents ................................................................................................................2
2.    Corporate Structure ............................................................................................................3
3.    General Development of the Business ............................................................................3
4     Narrative Description of the Business ..............................................................................5
5.    Selected Consolidated Financial Information .................................................................12
6.    Management's Discussion and Analysis .........................................................................15
7.    Market for Securities ...........................................................................................................25
8.    Consolidated Capitalization ...............................................................................................25
9.    Options to Purchase Securities.........................................................................................25
10.   Prior Sales ............................................................................................................................25
11.   Escrowed Securities ...........................................................................................................26
12.   Principal Shareholders .......................................................................................................26
13    Directors and Officers .........................................................................................................27
14.   Capitalization........................................................................................................................29
15.   Executive Compensation ...................................................................................................33
16.   Indebtedness of Directors and Executive Officers .........................................................34
17    Risk Factors .........................................................................................................................34
18.   Promoters .............................................................................................................................38
19.   Legal Proceedings ..............................................................................................................39
20.   Interest of Management and Others in Material Transactions .....................................39
21.   Auditors, Transfer Agents and Registrars .......................................................................39
22.   Material Contracts ...............................................................................................................39
23    Interest of Experts ...............................................................................................................40
24.   Other Material Facts ...........................................................................................................40
25.   Financial Statements ..........................................................................................................40




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

2.1   The full corporate name of the issuer is Continent Resources Inc. (the “Issuer” or the
      “Company“or “Continent”). Its head office address is 1980 - 1075 West Georgia Street,
      Vancouver, BC V6E 3C9 and its registered office address is 700 - 625 Howe Street,
      Vancouver, BC V6C 2T6.

2.2   The Issuer was incorporated on November 8, 2005 pursuant to the British Columbia
      Business Corporations Act (British Columbia) and continued under the Alberta
      Business Corporations Act (Alberta) on January 12, 2006. On August 18, 2008, the
      Company continued under the British Columbia Business Corporations Act.

2.3   On June 20, 2008, the Company incorporated its wholly-owned subsidiary, Continent
      Resources (USA) Inc., under the laws of the state of Nevada.

3.    General Development of the Business

3.1   Continent Resources Inc. is a Vancouver-based mineral exploration company engaged
      in the acquisition and exploration of natural resource properties. Currently its focus is
      on projects in the prolific southwest United States porphyry copper district in Arizona
      and New Mexico, USA. The Company continues to emphasize the exploration of
      properties where management believes there is potential for the discovery of large
      tonnage, bulk-minable deposits or smaller, high grade deposits.

      On January 10, 2006, the Company signed a mineral option agreement (the “Sol D’Or
      Option Agreement”) to acquire an undivided 100% interest in the Sol D’Or property by
      making staged payments of $96,000 and issuing 100,000 common shares to the
      vendor, over a period of 4 years.

      On August 12, 2008, the Company signed a purchase and sale agreement (the “SEG
      Purchase Agreement”) with Southwest Exploration Group LLC (“SEG”) and its
      principals to acquire an undivided 100% interest in six properties in Arizona and New
      Mexico, which are the Lone Mountain and Mimbres Properties in Grant County, New
      Mexico; West Safford and Teague Properties in Graham County, Arizona; Twin Peaks
      Property in Maricopa County, Arizona, and West Jerome Property in Yavapai County,
      Arizona (collectively, the “SEG Properties”).

      Currently the Company is actively exploring the SEG Properties containing known
      copper mineralization, with a focus on the Lone Mountain property. The Lone Mountain
      property in New Mexico is at the intermediate stage of exploration.

      The Company is a reporting issuer in the Provinces of Alberta, British Columbia and
      Ontario. Currently the Company is trading on the Canadian National Stock Exchange
      (the “CNSX”) under the stock symbol “CTT”.

3.2   Significant Acquisition

      On August 12, 2008, the Company signed the SEG Purchase Agreement with SEG
      and its principals, Thornwell Rogers, Michael R. Pawlowski and Daniel P. Laux
      (collectively, the “Sellers”), to acquire an undivided 100% interest in six properties
      containing known copper mineralization and/or have high potential for the discovery of

                                FORM 2A – LISTING STATEMENT
                                       November 14, 2008
                                            Page 3
      copper mineralization. The properties are located in Arizona and New Mexico and are
      comprised of the Lone Mountain and Mimbres Properties in Grant County, New
      Mexico; West Safford and Teague Properties in Graham County, Arizona; Twin Peaks
      Property in Maricopa County, Arizona, and West Jerome Property in Yavapai County,
      Arizona (collectively, the “SEG Properties”). The SEG Purchase Agreement is subject
      to a royalty equal to 2.0% of the net smelter returns (“NSR”) on minerals from the
      properties. The Company may purchase one half of one percent (0.5%) of the NSR on
      production from each of the individual properties from the Sellers at any time for a
      purchase price of $1,000,000 per property.

      Pursuant to the SEG Purchase Agreement, the key terms of the purchase price are the
      following:

           1. USD$150,000 paid in cash on August 12, 2008;

           2. Upon completion of the non-brokered private placement, USD$150,000 paid
              in cash on September 19, 2008;

           3. A further USD$150,000 payable in cash on the first anniversary of the
              closing (August 12, 2009);

           4. 9,000,000 options granted to the Sellers on August 12, 2008 (the closing),
              subject to a vesting schedule over a period of 42 months whereby the options
              will be vested as follows:

       Upon Closing                    25% (or equivalent to 2,250,000 options)
       14 months from the Closing      25% (or equivalent to 2,250,000 options)
       28 months from the Closing      25% (or equivalent to 2,250,000 options)
       42 months from the Closing      25% (or equivalent to 2,250,000 options)

      Each option shall entitle the holders to purchase one common share from the
      Company at a price of $0.25 per share for a period of ten (10) years from the date the
      options are granted subject to applicable securities rules and regulations.

      As at December 31, 2008, the Company paid USD$300,000 in cash and granted
      9,000,000 options to the Sellers. In addition, a finder’s fee of $150,000 was paid in
      cash by the Company on August 12, 2008 in connection to the acquisition of the SEG
      Properties.

3.3   In the opinion of management of the Issuer, the following trends appear to have
      developed in the mining industry recently that may have an impact or influence on the
      mining industry in general or the business of the Issuer.

      There has recently been a significant amount of volatility in prices for precious metals,
      and in particular, the price of copper has changed in an unpredictable way. This
      volatility can be attributed in part to recent changes in general economic conditions
      and the financial markets. The Issuer cannot be certain as to whether or not this recent
      trend will continue.

      The recent financial market meltdown will negatively affect the short term liquidity and
      long term financial condition and strategy of many companies. The financial condition

                            FORM 2A – LISTING STATEMENT
                                      November 14, 2008
                                           Page 4
      of these companies will be affected by constraints on liquidity, tight credit and more
      difficult or expensive access to capital, which in turn, will likely impact business
      operations or result in projects that cannot be financed as planned.

      It is not possible for the Issuer to accurately predict what effect, if any, the trends
      described above will have on the future prospects of the Issuer. However, the Issuer
      has no reason to expect that it will be more positively or adversely affected by such
      trends than will be other similar mining exploration and development companies.


4     Narrative Description of the Business

4.1   General

           (a)   The Issuer’s primary objective is to carry out the exploration program on the
                 Lone Mountain copper oxide deposit and deeper high-grade copper-zinc-
                 silver-gold replacement deposit.

           (b)   Specific recommendations for exploration on the Lone Mountain property
                 during early 2009 season include:

                 1) Silver-gold-molybdenum and trace element analytical (work in progress);

                 2) A geophysical program (in progress);

                 3) A plan for a low-cost RC drilling program to expand the dimensions of
                 the mineralization in order to produce a NI 43-101 resource estimate; and

                 4) Frugally advance the Company's other properties while continuing to
                 look for other large copper-gold mineralized deposits.

           (c)   The total funds available to the Issuer as at the date of this Listing
                 Statement is $548,030 and is broken down as follows:

                 (i)   The estimated working capital as of the most recent month prior to
                       filing the Listing Statement is $248,030.

                 (ii) Funds available to be used to achieve the objectives and milestones
                      set out above are roughly $300,000. These funds are derived from
                      proceeds remaining from the non-brokered private placement in
                      September 2008.

      The Issuer intends to use the funds available described in the preceding paragraphs in
      the following manner:

      Second year the SEG properties option costs                 $           150,000
      Estimated exploration expenditures in the next 12 months                150,000
      General & Administrative and working capital                            248,030
      Total                                                       $           548,030

      Total Fund Available                                        $           548,030

                             FORM 2A – LISTING STATEMENT
                                     November 14, 2008
                                          Page 5
4.2   The Issuer does not have any asset backed securities.

4.3   The Sol D’Or Property:

      Description

      On January 10, 2006, the Company entered into the Sol D’Or Option Agreement to
      acquire the Sol D’Or property from Perry English (the “Vendor”). Under the Sol D’Or
      Option Agreement the Company can earn an undivided 100% interest in the Sol D’Or
      property by making staged payments of $96,000 and issuing 100,000 common shares
      to the Vendor, over a period of 4 years. This agreement is also subject to a 2% net
      smelter royalty (“NSR”) to the Vendor, with an optional buyout of 1% of the royalty for a
      one million dollar cash payment.

      The Sol D’Or property lies approximately 80 kilometres east-northeast of the town of
      Red Lake, Ontario. The area lies within the Archean Birch-Uchi Greenstone Belt of the
      western Uchi Subprovince of NW Ontario. This belt records a stratigraphic history that
      spanned approximately 290 million years, involving repeated episodes of rifting, and
      associated depositional and magmatic phases. The property covers portions of a
      deformation zone that forms an easterly splay off the regional northeast trending
      Swain Lake Deformation Zone. The name of Grace Lake Deformation Zone is applied
      to this east to south-easterly trending deformation zone. Mineralization of gold, silver
      and copper has been discovered on the Sol D’Or property.

      The property consists of nine claims (1244592, 1244593, 1244594, 1244640,
      1244641, 1244642, 1244671, 1244677 and 1247857) totalling 65 units, or 1664
      hectares.

      Technical Report

      On April 19, 2007, a NI 43-101 technical geological report prepared by Des Cullen,
      P.Geo, as the qualified person and dated as at February 1, 2006 on the Sol D’Or
      Property was filed on SEDAR (www.sedar.com).

      Exploration Program

      As of the date of this listing statement, the Company has not performed any drilling of
      its own on the Sol D’Or property.

      The exploration programs done by Fronteer and Red Lake Resources in 2001 on the
      Sol D’Or property were successful in confirming historic anomalous gold results and in
      identifying areas of new gold mineralization. Significant anomalous results for both
      rock and soil sampling programs have generated new evidence for the gold bearing
      structures within the Grace Lake Deformation Zone.

      The property warrants further exploration of the previously discovered occurrences,
      and possible extensions of showings or mineralized trends that have been discovered
      both on and off the property.


                            FORM 2A – LISTING STATEMENT
                                      November 14, 2008
                                           Page 6
     The SEG Properties:

     Description

     On August 12, 2008, the Company signed the SEG Purchase Agreement with SEG
     and its principals, Thornwell Rogers, Michael R. Pawlowski and Daniel P. Laux
     (collectively, the “Sellers”), to acquire an undivided 100% interest in six properties
     containing known copper mineralization and/or have high potential for the discovery of
     copper mineralization. The properties are located in Arizona and New Mexico and are
     comprised of the Lone Mountain and Mimbres Properties in Grant County, New
     Mexico; West Safford and Teague Properties in Graham County, Arizona; Twin Peaks
     Property in Maricopa County, Arizona, and West Jerome Property in Yavapai County,
     Arizona (collectively, the “SEG Properties”). The SEG Purchase Agreement is subject
     to a royalty equal to 2.0% of the net smelter returns (“NSR”) on minerals from the
     properties. The Company may purchase one half of one percent (0.5%) of the NSR on
     production from each of the individual properties from the Sellers at any time for a
     purchase price of $1,000,000 per property.

     Pursuant to the SEG Purchase Agreement, the key terms of the purchase price are the
     following:

1.   USD$150,000 paid in cash on August 12, 2008;
2.   Upon completion of the non-brokered private placement, USD$150,000 paid in cash on
     September 19, 2008;
3.   A further USD$150,000 payable in cash on the first anniversary of the closing (August
     12, 2009);
4.   9,000,000 options granted to the Sellers on August 12, 2008 (the closing), subject to a
     vesting schedule over a period of 42 months whereby the options will be vested as
     follows:

      Upon Closing                     25% (or equivalent to 2,250,000 options)

      14 months from the Closing       25% (or equivalent to 2,250,000 options)

      28 months from the Closing       25% (or equivalent to 2,250,000 options)

      42 months from the Closing       25% (or equivalent to 2,250,000 options)

     Each option shall entitle the holders to purchase one common share from the Company
     at a price of $0.25 per share for a period of ten (10) years from the date the options are
     granted subject to applicable securities rules and regulations.

     As at December 31, 2008, the Company paid USD$300,000 in cash and granted
     9,000,000 options to the Sellers. In addition, a finder’s fee of $150,000 was paid in
     cash by the Company on August 12, 2008 in connection to the acquisition of the SEG
     Properties.




                            FORM 2A – LISTING STATEMENT
                                      November 14, 2008
                                           Page 7
1. Lone Mountain

Overview
The Lone Mountain Porphyry copper system is located near Silver City, New Mexico. It
is situated in a well-known mining district, seven miles southwest of the Santa Rita-
Chino mine and ten miles northeast of the Tyrone mine; both of these mines are large
open-pit copper operations owned by Freeport-McMoRan.

Land holdings on the property consist of two New Mexico State mineral leases and 40
unpatented federal mining claims, comprising 619.17 hectares (1,530 acres). Continent
has acquired an undivided 100% interest in the claims and leases.

Mineralization
The Lone Mountain property covers a large tonnage porphyry copper system with over
23,000 meters of historic drilling in 47 drill holes. It represents a broadly-explored, (drill
hole spacing was approximately 250 meters) well-mineralized, porphyry-skarn system
with multiple, stacked mineralized targets, and is the company's flagship project and its
first target to be tested by drilling.

Two distinct targets are present; a near-surface zone of oxide mineralization which is
the focus of Continent's 2008-2009 drilling program; and deeper, copper-zinc-silver-
gold skarn mineralization which can attain high grades over significant widths.

Oxide mineralization begins approximately 60 meters below surface and continues to
over 250 meters below surface. The lower parts of the oxide zone become chalcocite-
dominant. Historical data shows that the skarn mineralization can attain multiple
percent grades of copper and zinc over significant (tens of meters) true widths, and this
may also be the focus of a future phase of drilling which will involve the deepening of
certain holes targeting the shallower oxide-dominant mineralization.

Exploration History
The Lone Mountain copper prospect has been historically drilled by numerous large
mining companies as a porphyry copper system, discovering significant zones of
copper and zinc at depths beneath an overlying zone of oxide copper. At the time, the
copper oxide mineralization was not considered a target since more modern, SX-EW
technology had yet to be developed to treat the lower-grade oxide copper
mineralization which typically overlies the deeper sulfide copper mineralization.

Assaying of historic drill holes, however, has shown a significant accumulation of oxide
copper to exist at shallower depths in the Lone Mountain system. Below are listed
selected intersections of copper oxide mineralization from the historic drilling,
illustrating the potential of the Lone Mountain oxide deposit.

              Historical Drilling Results of Oxide Copper at Lone Mountain
     Hole              From                To          Thickness        Grade
                        (ft)               (ft)            (ft)         Cu (%)
    LM-3                300               420             120            0.67
    LM-15               580               1190            610           0.386
    LM-30               237               1080            843           0.326
    LM-4                670               900             230           0.295
     Incl.              670               770             100            0.52

                        FORM 2A – LISTING STATEMENT
                                  November 14, 2008
                                       Page 8
     LM-36               230                 860              650              0.242
     LM-32               235                 830              585              0.222
     LM-1                510                 620              110              0.215
    LM-09A               380                 680              300              0.215
     LM-31               205                 710              505              0.212
     LM-16               250                 420              170               0.20
     LM-09               300                 700              400               0.18

Current Exploration in January 2009
A seven-hole reverse circulation drill program was completed in January 2009 which
targeted the known near-surface copper oxide zone, which until recently has only been
defined by widely spaced (c 250m) drilling.

Drill hole LM-42, intersected 182.9 meters (600 feet) grading 0.205% oxide copper
between 61.0 and 243.8 meters (200 and 800 feet), with 15.24 meters (50 feet) grading
0.498% copper and with the last 9.1 meters (30 feet) grading 0.43% copper.

Continent's geologists believe that an average sample grade of 0.20% oxide copper
provides an excellent foundation to continue to develop the Lone Mountain property. The
oxide portion of porphyry copper systems in the SW USA has cut-off grades from 0.04%
Cu to 0.10% Cu, depending on leach characteristics. The Lone Mountain project has
excellent leach characteristics as determined from recently completed bottle roll test
work by Mountain States Research and Development.

The completed Phase One drill program provides Continent with valuable geological
information with which to base more detailed drilling in the one mile by one mile
mineralized area.

The following table shows the significant intervals of oxide copper mineralization
representing a small part of the overall system:

                             Phase One Drill Program Highlights
                   Total Depth      From           To        Thickness             Grade
       Hole
                        (ft)         (ft)          (ft)          (ft)              Cu (%)
                       800           200           800          600                0.205
                       Incl.         210           680          470                0.199
                       Incl.         440           500           60                0.317
      LM-42            Incl.         570           620           50                0.498
                       Incl.         680           800          120                0.243
                       Incl.         700           740           40                0.275
                       Incl.         770           800           30                0.433
      LM-37            940           240           410          170                0.101
      LM-40            545           210           545          335                0.107
                       840           230           840          610                0.089
      LM-41
                       Incl.         550           680          130                0.164

Lone Mountain Leach Test Details
The crushed drill core used in the test was from the thick copper oxide mineralization.
The test was conducted by Mountain States Research and Development, Vail, AZ
following standard QA/QC procedures.

                        FORM 2A – LISTING STATEMENT
                                  November 14, 2008
                                       Page 9
Head assays from the thick copper oxide intervals range between 0.27% and 0.34%
copper. A one kilogram sample of Lone Mountain crushed drill core was placed in a test
bottle along with 1500 ml of raffinate solution. Extra acid was added to the stock solution
bringing the H2SO4 solution content to 5.15 grams per liter and to adjust the pH down to
1.5, where it was maintained throughout the test. All samples were placed in mechanical
rolls and agitated continuously for the duration of the test. Within the first five hours,
about three quarters of the copper had been leached and by 24 hours the reaction was
substantially complete. Gangue acid consumption had a range of values between 14.1
to 46.1 lbs/T for the four bottle leach tests.

Lone Mountain and Similar Properties
The potential estimate at Lone Mountain of 110 - 160 million tonnes with grades
between 0.20% and 0.29% copper are well within the range of producing leachable
copper mines in this region (see following table) including the Bagdad mine with an
average grade of 0.12% copper or the Morenci mine with an average grade of 0.19%
copper.

        Arizona and New Mexico Mines Producing Leachable Copper

                               Resource/Reserve
                                                      Average
                                  Million Tons                         Cu Cutoff
       Mine       Company                               Cu
                                 (Run of Mine                          Grade %
                                                      Grade %
                                     Rock)
   Mineral Park    Mercator             82             0.07              0.056
     Bagdad       Freeport             220             0.12               0.05
     Morenci      Freeport            2,000            0.19               0.05
      Safford     Freeport             34              0.22               0.05
   San Manuel       BHP                100             0.30               0.10
     Johnson       NORD                73              0.33               0.10
      Tyrone      Freeport             150             0.34               0.04
      Miami       Freeport             86              0.40               0.04
      Cobre       Freeport             74              0.41               0.17
      Carlota      Quadra              87              0.44               0.1
      Chino       Freeport             88              0.46               0.11
       Ray        ASARCO               142             0.45
    Silver Bell   ASARCO               306             0.38

The bottle roll copper leach tests on Lone Mountain mineralization recorded total copper
leach recoveries between 67% to 84% within 96 hours based on calculated head values.
Management believes that these results indicate excellent leach recovery. This is
significant because Continent is focused on leachable copper which is the least
expensive and most accessible copper to mine in big porphyry copper deposits. An
overall trend in the industry is that copper companies are expanding their low cost
leachable copper projects and shutting down their higher cost sulfide projects, which
require large capital costs in the form of mills and flotation plants.




                        FORM 2A – LISTING STATEMENT
                                  November 14, 2008
                                      Page 10
2. Mimbres

The Mimbres Property consists of 45 unpatented lode claims and 2,040 acres of New
Mexico State Mining Leases over a porphyry copper-molybdenum deposit and higher-
grade copper-zinc-gold-silver-bearing skarns. Bear Creek Exploration drilled 18 holes up
to 1,000 meters deep with assays up to 1.0% copper. Assays typical of skarn
intersections include 22 meters grading 0.50% Cu, 15 meters grading 0.60% Cu and
12.5 meters grading 1.0% Cu. As is the case at the nearby Lone Mountain project, drill
spacings were very far apart, and the alteration and mineralized zones remain open in
several directions. Continent considers the earlier work to have identified a mineralized
system, which now must be explored in a detailed, systematic manner to identify an ore
resource. As at Lone Mountain, no importance was given to the oxide mineralization
which overlies the deposit, and this will form one of the first exploration priorities for
Continent. Mimbres has a large airborne magnetic signature similar in size and
magnitude to the nearby Chino porphyry copper mine owned and operated by Freeport
McMoRan.


3. West Safford

The West Safford Property consists of approximately 2,860 acres of claims, and a 640
acre Arizona State Mineral Exploration lease. The target at West Safford is a large
tonnage "Resolution-type" porphyry copper target, buried beneath younger alluvium, in
the Safford Mining District. Exploration has centered around structural extrapolation from
known porphyry deposits in the area, and has been further defined by a biogeochemical
anomaly, a magnetic target (generated by Bear Creek Exploration), and a large induced
polarization (IP) anomaly. Subsequently, Phelps Dodge (now Freeport McMoran) drilled
two holes that encountered a quartz-pyrite zone. Continent interprets the earlier two drill
holes to have intersected the "pyrite shell" within a much larger porphyry copper system,
as evidenced by the size of the IP anomaly. The system remains, essentially, untested.

4. Teague Springs

The Teague Springs Property consists of 1,920 acres of claims located west of Dos
Pobres in the Safford Mining District. The target is a large tonnage, buried Laramide
porphyry copper-molybdenum-silver-gold system associated with a large, untested IP
anomaly and a Mo-Cu-Zn biogeochemical anomaly. The target area is covered by
shallow pediment gravels based on past gravity surveys, and has never been drilled. IP,
magnetics, gravity, and biogeochemical surveys have all proved successful in
discovering world class porphyry copper systems at the nearby Morenci and Safford
mining districts.

5. Twin Peaks

The Twin Peaks Property is a partially drilled, copper oxide target that has excellent
infrastructure and potential for a large open-pit copper oxide body with very low strip
ratio. A surface area measuring 750 meters by 520 meters exhibits veins, veinlets, and
stockworks of chrysocolla and secondary malachite, iron-oxide, tenorite, and cuprite and
chalcocite hosted by a pyrite-poor Laramide-age quartz monzonite. Only four drill holes
have tested this target, each with highly encouraging results, including one hole with


                        FORM 2A – LISTING STATEMENT
                                  November 14, 2008
                                      Page 11
      86.9m grading 0.37% total copper starting at surface. The copper oxide zone is open
      and untested under alluvial cover to the north, west, and south.

      6. West Jerome

      The West Jerome Property is considered by Continent management to represent a
      highly-potential massive sulphide target in the western Jerome Mining District, Arizona.
      The property consists of approximately five square kilometers of claims on the west side
      of Freeport McMoran (previously Phelps Dodge) patented lands.

      The United Verde and United Verde Extension Mines, proximal to the West Jerome
      property, have produced over 98% of the past production from the famous Jerome
      mining district. Phelps Dodge production records from 1889-1974 for the United Verde
      Mine show production of 32.99 million tons grading 4.36% copper, 1.53 oz/ton silver,
      and 0.042 oz/ton gold. The United Verde Extension Mine began production in 1938 and
      produced a total of 3.9 million tons grading 10.23% copper, 1.71 oz/ton silver, and 0.039
      oz/ton gold. As such, the combined deposits at Jerome rank as a giant, world-class
      massive sulphide deposit.

      The West Jerome prospect offers an opportunity to explore for similar, very large
      massive sulphide deposits with high grades of copper and zinc. The West Jerome
      prospect has favorable features similar to the nearby United Verde Mine including the
      favorable mineralized horizon and drilling that suggests massive sulfide feeder pipe
      alteration similar to the proximal feeder pipe alteration at United Verde Mine. As many
      important VMS deposits occur in clusters, the proximity of West Jerome to the other
      important deposits in the Jerome district, along with the positive geological criteria
      mentioned above, place West Jerome as a highly-prospective exploration target.


5.     Selected Consolidated Financial Information

5.1    The following table summarizes financial data for the Issuer in summary form for each
       of the last three completed financial years:

                                           Year Ended        Year Ended        Year Ended
          Item
                                          Dec. 31, 2008     Dec. 31, 2007     Dec. 31, 2006
                                                       $                $                 $
        Revenue/Other Income                       7,835            6,175               Nil
        Net Loss                             (1,266,124)        (139,382)         (134,556)
        Basic and diluted loss per                (0.09)           (0.01)            (0.01)
        share
        Total assets                           2,094,640          395,017            16,477
        Long Term Liabilities                         Nil              Nil              N/A
        Dividends                                     Nil              Nil              N/A


       Net Loss

       During the year ended December 31, 2008, the Issuer reported a net loss of $1,540,062
       ($0.105 basic and diluted loss per share) compared to a loss of $273,938 ($0.025 basic
       and diluted loss per share) reported for the year ended December 31, 2007. The Issuer

                              FORM 2A – LISTING STATEMENT
                                       November 14, 2008
                                           Page 12
generated interest income of $7,835 for the year ended December 31, 2008 (2007 -
$6,175). Both fiscal 2007 and 2008 expenses incurred were due to the costs related to
various general and administrative expenses. Additional explanation for the fluctuation
in net loss have been summarized below by separately identifying 5 major categories
of expenses, consulting fees, filing fees, listing fees & transfer agent fees, stock based
compensation, professional fees and other expenses.

      Consulting Fees

     For the 2008 fiscal year, $99,220 in consulting fees were recorded compared to
     $26,917 in consulting fees recorded in fiscal 2007. The difference can be
     explained by the factors below:

        • Various consulting agreements between the Issuer and directors and officers
          of the Issuer came into effect during fiscal 2008.
        • In February 2008, the Issuer entered into an advisory agreement with a
          consultant to provide management and administration services, including the
          services of the Chief Financial Officer of the Issuer.
        • The Issuer entered into various additional geological consulting agreements
          with directors and officers of the Issuer subsequent to the asset acquisition
          transaction in August 2008.

     Filing Fees, Listing Fees & Transfer Agent Fees

     For the 2008 fiscal year, $35,590 in filing fees and transfer agent fees were
     recorded compared to $Nil in filing fees and transfer agent fees recorded in fiscal
     2007.

     The differences can be explained by the fact that the Issuer only officially began
     trading on the CNSX on July 30, 2007 and therefore did not require any transfer
     agent nor incur any filing fees in previous quarters.

     Stock Based Compensation

     During fiscal 2008, the Issuer recognized stock based compensation of $972,632
     as compared to $52,185 recognized in fiscal 2007. The difference can be
     explained by the fact that the Issuer recognized significant amounts of stock-
     based compensation due to the SEG properties acquisition in August 2008.
     Refer to Note 6 – Stock Options of the audited financial statements for the year
     ended December 31, 2008.

     Professional Fees

     For fiscal 2008, $56,699 in professional fees was recorded compared to $38,728
     in professional fee in fiscal 2007. The increase in professional fees reflects the
     increased level of activities, legal agreements and recorded transactions as well
     as 2007 fiscal year audit costs.




                        FORM 2A – LISTING STATEMENT
                                 November 14, 2008
                                     Page 13
               Other Expenses

               Other expenses include travel and promotion, bank charges, insurance and
               general and administrative. Among all these expenses, general and
               administrative of $20,509 (2007 - $24,657) and travel and promotion of $81,531
               (2007 - $2,387) were recorded for the year ended December 31, 2008. Overall,
               as management aggressively pursues the acquisition and exploration of mineral
               properties, all categories of general and administrative expenditures reflected an
               increase, which resulted in an overall increasing trend in net losses.

               Total Assets

               The year ended December 31, 2008 reflects a significant increase in total assets(
               2008 – 2,094,640; 2007 – 395,017). This increase was attributed to $1,909,975 in
               net proceeds received from the Company’s non-brokered private placement
               closed on September 19, 2008, which were partially used for the mineral
               properties acquisition, deferred exploration expenditures as well as administrative
               expenses.

5.2      The following table sets out selected unaudited quarterly financial information of the
         Issuer for the eight most recently completed quarters of operation. This information is
         derived from unaudited quarterly financial statements prepared by management. The
         Issuer’s interim financial statements are prepared in accordance with Canadian GAAP
         and expressed in Canadian dollars.
                        th                      rd               nd                 st
                      4 Quarter               3 Quarter          2 Quarter         1 Quarter
                     December 31,            September 30,       June 30,          March 31,
                          2008                    2008             2008               2008
 Revenue                 2,356                   2,278             1,184             2,017
 Net Loss             (1,266,124)             (2,226,731)        (293,517)          (53,556)
 Basic and
 Diluted Loss Per            (0.09)              (0.168)             (0.024)         (0.005)
 Share
 Total assets          2,094,640                2,167,359            318,141        383,345
 Working capital
                        929,200                 1,385,946            239,993        314,638
 (deficiency)

                        th                      rd               nd                 st
                      4 Quarter               3 Quarter          2     Quarter     1 Quarter
                     December 31,            September 30,           June 30,      March 31,
                         2007                     2007                 2007          2007
 Revenue                 6,175                     nil                  nil            nil
 Net Loss              (93,999)                 (39,442)              (297)         (5,644)
 Basic and
 Diluted Loss Per        (0.009)                 (0.004)             (0.000)         (0.001)
 Share
 Total assets           395,017                  436,691             43,715          44,955
 Working capital
                        355,071                  396,885             (35,980)       (27,534)
 (deficiency)




                                      FORM 2A – LISTING STATEMENT
                                             November 14, 2008
                                                 Page 14
       Net Loss

       Expenses for the quarters ended December 31, 2008, September 30, 2008, June 30,
       2008, March 31, 2008 and December 31, 2007 include stock based compensation of
       $116,678, $602,413, $218,871, $34,670 and $52,185, respectively, representing a
       non-cash charge incurred in connection with the granting of stock options. The
       Company recorded stock based compensation of $0 for the other three quarters as no
       stock options were granted during such periods. Filing & transfer agent fees of $5,125,
       $6,864, $12,003, $3,241, $12,109, $4,465 and $510 were recorded for the quarters
       ended December 31, 2008, September 30, 2008, June 30, 2008, March 31, 2008,
       December 31, 2007, September 30, 2007 and June 30, 2007, respectively. The
       Company only officially began trading on the CNSX on July 30, 2007 and therefore did
       not require any transfer agent nor incur any filing fees in previous quarters. Overall, as
       management aggressively pursues the acquisition and exploration of mineral
       properties, all categories of general and administrative expenditures such as consulting
       fees, rental expenses, filing & transfer agent fees reflected an increase, which resulted
       in an overall increasing trend in net losses from quarter to quarter.

5.3    Dividends

       (a)   To date, the Issuer has not declared or paid any dividends on the common
             shares and it is unlikely earnings, if any, will be available for the payment of
             dividends in the foreseeable future.

       (b)   Dividends will be declared by the Board of Directors when deemed appropriate
             from time to time.

5.4    N/A


6.    Management's Discussion and Analysis

      Annual MD&A

      Date

      6.1    The date of this annual management’s discussion and analysis (the “MD&A”) is
             April 24, 2009.

      Overall Performance

      6.2    The following discussion of the Issuer’s financial performance is based on the
             audited consolidated financial statements for the years ended December 31,
             2008 and December 31, 2007.

             The Balance Sheet as of December 31, 2008 indicates a cash position of
             $929,861 (December 31, 2007 - $349,929) and total current assets of $1,002,468
             (December 31, 2007 - $360,329). The increase in total current assets was
             mainly due to the completion of the non-brokered private placement on
             September 19, 2008.


                              FORM 2A – LISTING STATEMENT
                                        November 14, 2008
                                            Page 15
            Current liabilities at December 31, 2008 total $73,268 (December 31, 2007 -
            $5,258). The increase in current liabilities was caused by regular operating
            expenses of the Company. Shareholders’ equity is comprised of capital stock of
            $2,536,246 (December 31, 2007 - $611,141), contributed surplus of $1,025,188
            (December 31, 2007 – 52,556) and deficit of $1,540,062 (December 31, 2007 -
            273,938) for a net $2,021,372 (December 31, 2007 - 389,759).

            Working capital, which is current assets less current liabilities, is $929,200 at
            December 31, 2008 compared to $355,071 at December 31, 2007. Management
            believes that there is sufficient working capital to cover potential option payments,
            mineral property exploration projects and maintain its day-to-day operations.

            During the period ended December 31, 2008, the Company reported a net loss of
            $1,540,062 ($0.105 basic and diluted loss per share) compared to a net loss of
            $273,938 ($0.025 basic and diluted loss per share) reported for the period ended
            December 31, 2007. Losses in the period ended December 31, 2008 and 2007
            represent operating expenses of $1,273,959 and $145,557, respectively. The
            increase in operating expenses was due to management’s efforts to actively
            evaluate the acquisition of prospective mineral properties during the year and
            includes stock based compensation for the 9,000,000 stock options granted to
            SEG’s principals pursuant to the SEG Purchase Agreement. .

            The weighted average number of common shares outstanding for the period
            ended December 31, 2008 was 14,596,431 (2007 – 11,003,148). Weighted
            average number of common shares outstanding increased from 11,003,148 in
            2007 to 14,596,431 as of December 31, 2008 because 40,000 common shares
            were issued to fulfill the Company’s obligation under the Sol D’Or Option
            Agreement and 8,358,000 common shares were issued upon the completion of
            the Company’s non-brokered private placement on September 19, 2008.

      Selected Annual Information

6.3    The following table summarizes financial data for the Issuer in summary form for each
       of the last three completed financial years:

                                           Year Ended        Year Ended         Year Ended
         Item
                                          Dec. 31, 2008     Dec. 31, 2007      Dec. 31, 2006
                                                       $                 $                  $
        Revenue/Other Income                       7,835             6,175                Nil
        Net Loss                             (1,266,124)         (139,382)          (134,556)
        Basic and diluted loss per               (0.105)           (0.025)             (0.01)
        share
        Total assets                           2,094,640           395,017             16,477
        Long Term Liabilities                         Nil               Nil               N/A
        Dividends                                     Nil               Nil               N/A


       Net Loss

       During the year ended December 31, 2008, the Issuer reported a net loss of $1,540,062
       ($0.105 basic and diluted loss per share) compared to a loss of $273,938 ($0.025 basic

                             FORM 2A – LISTING STATEMENT
                                       November 14, 2008
                                           Page 16
and diluted loss per share) reported for the year ended December 31, 2007. The Issuer
generated interest income of $7,835 for the year ended December 31, 2008 (2007 -
$6,175). Both fiscal 2007 and 2008 expenses incurred were due to the costs related to
various general and administrative expenses. Additional explanation for the fluctuation
in net loss have been summarized below by separately identifying 5 major categories
of expenses, consulting fees, filing fees, listing fees & transfer agent fees, stock based
compensation, professional fees and other expenses.

      Consulting Fees

     For the 2008 fiscal year, $99,220 in consulting fees were recorded compared to
     $26,917 in consulting fees recorded in fiscal 2007. The difference can be
     explained by the factors below:

        • Various consulting agreements between the Issuer and directors and officers
          of the Issuer came into effect during fiscal 2008.
        • In February 2008, the Issuer entered into an advisory agreement with a
          consultant to provide management and administration services, including the
          services of the Chief Financial Officer of the Issuer.
        • The Issuer entered into various additional geological consulting agreements
          with directors and officers of the Issuer subsequent to the asset acquisition
          transaction in August 2008.

     Filing Fees, Listing Fees & Transfer Agent Fees

     For the 2008 fiscal year, $35,590 in filing fees and transfer agent fees were
     recorded compared to $Nil in filing fees and transfer agent fees recorded in fiscal
     2007.

     The differences can be explained by the fact that the Issuer only officially began
     trading on the CNSX on July 30, 2007 and therefore did not require any transfer
     agent nor incur any filing fees in previous quarters.

     Stock Based Compensation

     During fiscal 2008, the Issuer recognized stock based compensation of $972,632
     as compared to $52,185 recognized in fiscal 2007. The difference can be
     explained by the fact that the Issuer recognized significant amounts of stock-
     based compensation due to the SEG properties acquisition in August 2008.
     Refer to Note 6 – Stock Options of the audited financial statements for the year
     ended December 31, 2008.

     Professional Fees

     For fiscal 2008, $56,699 in professional fees was recorded compared to $38,728
     in professional fee in fiscal 2007. The increase in professional fees reflects the
     increased level of activities, legal agreements and recorded transactions as well
     as 2007 fiscal year audit costs.




                        FORM 2A – LISTING STATEMENT
                                 November 14, 2008
                                     Page 17
      Other Expenses

      Other expenses include travel and promotion, bank charges, insurance and
      general and administrative. Among all these expenses, general and
      administrative of $20,509 (2007 - $24,657) and travel and promotion of $81,531
      (2007 - $2,387) were recorded for the year ended December 31, 2008. Overall,
      as management aggressively pursues the acquisition and exploration of mineral
      properties, all categories of general and administrative expenditures reflected an
      increase, which resulted in an overall increasing trend in net losses.

      Total Assets

      The year ended December 31, 2008 reflects a significant increase in total assets
      (2008 – 2,094,640; 2007 – 395,017). This increase was attributed to $1,909,975
      in net proceeds received from the Company’s non-brokered private placement
      closed on September 19, 2008, which were partially used for the mineral
      properties acquisition, deferred exploration expenditures as well as administrative
      expenses.

Results of Operations

6.5   During the period ended December 31, 2008, the Company reported a net loss of
      $1,266,124 ($0.09 basic and diluted loss per share) compared to a loss of
      $139,382 ($0.01 basic and diluted loss per share) reported for the period ended
      December 31, 2007, due to significant increases in most expense categories.
      Other than interest revenue of $7,835 received from a term deposit during the
      current period, the Company did not generate any significant revenue during
      either reporting period.

      The increased expenditure level for the period ended December 31, 2008 was a
      direct result of management’s efforts to aggressively focus on the acquisition and
      exploration of prospective mineral properties. In order to accomplish this
      objective, the Company’s expenses for the period ended December 31, 2008
      increased as follows:

         •   Accounting & legal expenses of $56,699 (December 31, 2007 - $16,441)
             reflect the increased level of activities, legal agreements and recorded
             transactions as well as 2007 fiscal year audit costs.
         •   Consulting fees of $99,220 (December 31, 2007 - $26,917), which reflect
             efforts to improve and streamline the overall corporate operation.
         •   Filing & transfer agent fees of $35,590 (December 31, 2007 - $15,887),
             which reflect fees paid to the CNSX and Olympia Trust Company for
             listing and regular corporate filings after commencing trading on the
             CNSX.
         •   Travel expenses of $67,119 (December 31, 2007 - $2,387) incurred
             primarily for the Company’s consultants and management to visit mineral
             properties onsite and attend conferences.
         •   Stock based compensation of $972,632 (December 31, 2007 - $52,185)
             representing a non-cash charge incurred in connection with the granting


                        FORM 2A – LISTING STATEMENT
                                November 14, 2008
                                    Page 18
                      of stock options, calculated using the Black Scholes option valuation
                      model.

               As the Company is a junior mineral exploration company without any significant
               revenue, it will continue to require funds to meet its ongoing day-to-day operating
               requirements and will have to continue to rely on equity and debt financing during
               such period. There can be no assurance that financing, whether debt or equity,
               will always be available to the Company in the amount required at any particular
               period or if available, that it can be obtained on terms satisfactory to the
               Company.


      Summary of Quarterly Results

      6.6      The following table sets out selected unaudited quarterly financial information of
               the Company for the eight most recently completed quarters of operation. This
               information is derived from unaudited quarterly financial statements prepared by
               management. The Company’s interim financial statements are prepared in
               accordance with Canadian generally accepted accounting principles (“GAAP”)
               and expressed in Canadian dollars.

                     4th Quarter            3rd Quarter        2nd Quarter        1st Quarter
                    December 31,           September 30,        June 30,          March 31,
                         2008                   2008               2008               2008
Revenue                 2,356                  2,278              1,184              2,017
Net Loss             (1,266,124)            (2,226,731)         (293,517)          (53,556)
Basic and
Diluted Loss              (0.09)               (0.168)           (0.024)            (0.005)
Per Share
Total assets           2,094,640             2,167,359          318,141             383,345
Working
capital                 929,200              1,385,946          239,993             314,638
(deficiency)

                     4th Quarter            3rd Quarter        2nd Quarter        1st Quarter
                    December 31,           September 30,        June 30,          March 31,
                         2007                   2007               2007               2007
Revenue                 6,175                    nil                nil                nil
Net Loss              (93,999)                (39,442)            (297)             (5,644)
Basic and
Diluted Loss              (0.009)              (0.004)           (0.000)            (0.001)
Per Share
Total assets            395,017               436,691            43,715             44,955
Working
capital                 355,071               396,885           (35,980)            (27,534)
(deficiency)


               Net Loss



                                    FORM 2A – LISTING STATEMENT
                                           November 14, 2008
                                               Page 19
       Expenses for the quarters ended December 31, 2008, September 30, 2008, June
       30, 2008, March 31, 2008 and December 31, 2007 include stock based
       compensation of $116,678, $602,413, $218,871, $34,670 and $52,185,
       respectively, representing a non-cash charge incurred in connection with the
       granting of stock options. The Company recorded stock based compensation of
       $0 for the other three quarters as no stock options were granted during such
       periods. Filing & transfer agent fees of $5,125, $6,864, $12,003, $3,241,
       $12,109, $4,465 and $510 were recorded for the quarters ended December 31,
       2008, September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007,
       September 30, 2007 and June 30, 2007, respectively. The Company only
       officially began trading on the CNSX on July 30, 2007 and therefore did not
       require any transfer agent nor incur any filing fees in previous quarters. Overall,
       as management aggressively pursues the acquisition and exploration of mineral
       properties, all categories of general and administrative expenditures such as
       consulting fees, rental expenses, filing & transfer agent fees reflected an
       increase, which resulted in an overall increasing trend in net losses from quarter
       to quarter.

       Total Assets

       The most recent quarter ended December 31, 2008 reflects a significant increase
       in total assets. This increase was attributed to $1,909,975 in net proceeds
       received from the Company’s non-brokered private placement closed on
       September 19, 2008, which were partially used for the mineral properties
       acquisition, deferred exploration expenditures as well as administrative
       expenses.

       Working Capital

      Working capital from December 31, 2006 to June 30, 2007 was negative due to
      insufficient funds in the Company’s beginning stage. The proceeds received from
      the initial public offering (“IPO”) resulted in a significant increase in working
      capital for the quarter ended September 30, 2007. Working capital for the
      quarters ended December 31, 2007 and March 31, 2008 then decreased due to
      general and administrative expenses of the Company and cash payment of
      $16,000 to fulfill its obligation under the Sol D’Or Option Agreement. A continued
      decrease in working capital in the quarter ended June 30, 2008 was caused by
      increasing operating expenses resulting from management’s efforts to actively
      evaluate the acquisition of prospective mineral properties. Proceeds raised from
      the non-brokered private placement in September 2008 attributed to the
      significant increase in working capital reflected above for the quarter ended
      September 30, 2008. The most recent quarter ended December 31, 2008
      reflected a decrease in working capital in order to fund exploration and
      operations.

Liquidity

6.7    The Company’s aggregate operating, investing and financing activities for the
       period ended December 31, 2008 resulted in a cash increase of $579,932. As at
       December 31, 2008, the Company’s cash balance was recorded as $929,861
       and the Company had a working capital of $929,200. At December 31, 2008, the

                         FORM 2A – LISTING STATEMENT
                                 November 14, 2008
                                     Page 20
      Company has paid-up capital of $2,021,372 representing 20,613,901 common
      shares and a deficit of $1,540,062.

      The Company has not yet put into commercial production any of its mineral
      properties and therefore has no operating revenues. Accordingly, the Company
      is dependent on the equity markets as its sole source of operating working
      capital. The Company’s capital resources are largely determined by the strength
      of the junior resource markets and by the status of the Company’s projects in
      relation to these markets, and its ability to compete for the investor support of its
      projects.

      The Company will continue to require funds to meet its obligations under its
      property option agreements and as a result, will have to continue to rely on equity
      and debt financing during such period. There can be no assurance that
      financing, whether debt or equity, will always be available to the Company in the
      amount required at any particular time or for any particular period or, if available,
      that it can be obtained on terms satisfactory to the Company.

Capital Resources

6.8   Under the Sol D’Or Option Agreement, the Company can earn an undivided
      100% interest in the Sol D’Or property by making staged payments of $96,000
      and the issuance of 100,000 common shares to the Vendor, over a period of 4
      years. This agreement is also subject to a 2% NSR to the Vendor, with an
      optional buyout of 1% of the royalty for a one million dollar cash payment. As at
      the date of this MD&A, the Company has made cash payments of $36,000 and
      issued 100,000 shares to the Vendor under its obligations to the Option
      Agreement.

      Pursuant to the SEG Purchase Agreement, the Company can purchase an
      undivided 100% interest in the six SEG Properties by making staged payments of
      US$450,000 over a period of 2 years and granting 9,000,000 stock options at an
      exercise price of $0.25 per share expiring on August 11, 2018 to the Sellers. The
      SEG Purchase Agreement is subject to a royalty equal to 2.0% of the net smelter
      returns (“NSR”) on minerals from the properties. The Company may purchase
      one half of one percent (0.5%) of the NSR on production from each of the
      individual properties from the Sellers at any time for a purchase price of
      $1,000,000 per property. As at the date of this MD&A, the Company has made
      cash payments of US$300,000 and granted 9,000,000 stock options to the
      Sellers under its obligations to the SEG Purchase Agreement. . In addition, a
      finder’s fee of $150,000 was paid in cash by the Company on August 12, 2008 in
      connection with this asset acquisition transaction.

Off-Balance Sheet Arrangements

6.9   To the best of management’s knowledge, there are no off-balance sheet
      arrangements that have, or are reasonably likely to have, a current or future
      effect on the results of operations or financial condition of the Issuer.




                       FORM 2A – LISTING STATEMENT
                                 November 14, 2008
                                     Page 21
       Transactions with Related Parties


6.10      As at December 31, 2008, the Company owed $23,060 (2007 - $nil) to directors,
          officers, and management of the Company. This amount is unsecured, non-interest
          bearing, and due on demand and has been recorded in accounts payable and
          accrued liabilities;
          During the year ended December 31, 2008, the Company paid consulting fees of
          $14,675 (2007 - $nil) to two directors of the Company with respect to consulting
          services on the acquisition and exploration of the Company’s mineral properties;
          On September 9, 2008, the Company signed a geological consulting agreement (the
          “Consulting Agreement”) with the President and Vice-President of Exploration of
          Continent Resources (USA) Inc., a wholly-owned subsidiary of the Company. As at
          December 31, 2008, the Company paid $82,377 (2007 - $nil) of consulting fees
          relating to the Consulting Agreement;
          On February 28, 2008, the Company entered into an advisory agreement (the
          “Advisory Agreement”) with a company (the “Consultant”) where a director of the
          Company also serves as director to provide management and administrative
          services at a monthly fee of $7,500 plus reimbursable expenses. In addition, the
          Company issued 150,000 incentive stock options with respect to the Advisory
          Agreement. On July 8, 2008, the Advisory Agreement was amended to increase the
          monthly fee of $10,000 plus reimbursable expenses retroactive to July 1, 2008 for a
          period of twelve months. During the year ended December 31, 2008, the Company
          paid $89,648 of consulting and management fees with respect to the Advisory
          Agreement.

          All of the above transactions have been in the normal course of operations and, in
          management’s opinion, undertaken with the same terms and conditions as
          transactions with unrelated parties.

       Fourth Quarter

   6.11       The Issuer recorded a net loss of $1,266,124 during the fourth quarter ended
              December 31, 2008. Major expenses included stock based compensation
              expense of $972,632 related to granting stock options related to asset acquisition
              and consulting fees related to the administration and management consulting
              services provided by a consultant and management of the Issuer.

       Proposed Transactions

       6.12   N/A

       Changes in Accounting Policies including Initial Adoption

       6.13   Changes in Accounting Policies

              Effective January 1, 2008, the Company adopted the following new accounting
              standards issued by the Canadian Institute of Chartered Accountants (“CICA”).
              These new standards have been adopted on a prospective basis with no
              restatement of prior period financial statements.

                               FORM 2A – LISTING STATEMENT
                                        November 14, 2008
                                            Page 22
Financial Instruments - Presentation and Disclosure

Section 3862 “Financial Instruments – Disclosures” and 3863 “Financial
Instruments –Presentation” replace section 3861 “Financial Instruments –
Disclosures and Presentation” which revises and enhances financial instruments
disclosure requirements and leaves unchanged its presentation requirements.
These new sections place increased emphasis on disclosures about the nature
and extent of risks arising from financial instruments and how the Company
manages those risks.

Capital Disclosures

Section 1535, Capital Disclosures, requires additional information in the notes to
the financial statements about the Company's capital and the manner in which it
is managed. This additional disclosure includes qualitative and quantitative
information regarding the Company's objectives, policies and processes for
managing capital.

Future Changes in Accounting Policies

It is management's position to only disclose the effect of new accounting
pronouncements which are expected to have an impact on the Company's
financial reporting policies. As a result, accounting pronouncements which are
not expected to be applicable to the Company are not disclosed.

The following new accounting recommendations have been issued by the
Canadian Institute of Chartered Accountants but are not yet required to be
adopted by the Company.

Business Combination

In January 2009, the Accounting Standards Board (“AcSB”) issued CICA
Handbook Sections 1582, “Business Combinations”, 1601, “Consolidated
Financial Statements” and 1602, “Non-controlling Interests” which replace CICA
Handbook Sections 1581, “Business Combinations” and 1600, “Consolidated
Financial Statements”. Section 1582 establishes standards for the accounting for
business combinations that is equivalent to the business combination accounting
standard under IFRS. Section 1582 is applicable for the Company’s business
combinations with acquisition dates on or after January 1, 2011. Early adoption
of this section is permitted. Section 1601 together with Section 1602 establishes
standards for the preparation of consolidate financial statements. Section 1601 is
applicable for the Company’s interim and annual consolidated financial
statements for its fiscal year beginning January 1, 2011. Early adoption of this
section is permitted and all three sections must be adopted concurrently.

Goodwill and Intangible Assets

In February 2008, the Accounting Standards Board (“AcSB”) issued CICA
Handbook Section 3064, “Goodwill and Intangible Assets”, which replaces
Section 3062, “Goodwill and Intangible Assets”, and Section 3450, “Research

                 FORM 2A – LISTING STATEMENT
                          November 14, 2008
                              Page 23
                and Development Costs”. Section 3064 establishes standards for the recognition,
                measurement and disclosure of goodwill and intangible assets. This new
                standard is effective for the Company’s interim and annual financial statements
                for its fiscal year commencing on April 1, 2009. The Company is currently
                assessing the impact of the new standard and has not yet determined its effect
                on the Company’s financial statements.

                International Financial Reporting Standards

                In February 2008, the AcSB confirmed that public companies will be required to
                prepare interim and annual financial statements under International Financial
                Reporting Standards (“IFRS”) for fiscal years beginning on or after January 1,
                2011. The transition date of April 1, 2011 will require the restatement for
                comparative purposes of amounts reported by the Company for the year ended
                March 31, 2011. Management is currently assessing the impact of adopting IFRS
                and it has not yet determined its effect on the Company’s financial statements.

        Financial Instruments and Other Instruments

        6.14    The Company’s financial instruments consist of cash, accounts receivable,
                prepaid expenses, and accounts payable and accrued liabilities. Unless
                otherwise noted, it is management’s opinion that the Company is not exposed to
                significant interest, currency or credit risks arising from these financial
                instruments. The carrying values of these financial instruments approximate their
                cost, unless otherwise noted.

        Interim MD&A

        6.15    N/A

        6.16    N/A

        Additional Disclosure for Issuers without Significant Revenue

        6.17    The Company has expensed the following material cost components:

                                                      Period ended                 Period    ended
                                                      Dec. 31, 2008                 Dec. 31, 2007

Consulting Fees                                       $ 99,220                     $   26,917
Filing Fees and transfer agent                        $ 35,590                     $   15,887
Professional Fees                                     $ 56,699                     $   16,441
Stock Based Compensation                              $ 972,632                    $   52,185
Travel                                                $ 67,119                     $    2,387

                Consulting fees of $99,220 and $26,917 incurred and expensed in the period ended
                December 31, 2008 and 2007, respectively, were paid to various consultants of the
                Company. In the period ended December 31, 2008 and 2007, professional fees of
                $56,699 and $16,441, respectively, were paid to legal counsel and auditor of the
                Company. The transactions were conducted in the normal course of operations, on
                commercial terms established and agreed to by the parties, and were recorded at the
                exchange amount. Filing fees and transfer agent fees incurred and expensed in the
                period ended December 31, 2008 were mainly due to the listing and regular corporate

                                 FORM 2A – LISTING STATEMENT
                                          November 14, 2008
                                              Page 24
             filings. Stock based compensation was expensed in accordance to GAAP and was
             recorded in the period ended December 31, 2008 as stock options were granted during
             such period.

7.     Market for Securities

7.1    The Issuer’s common shares are listed for trading on the CNSX under stock symbol
       CTT.

8.     Consolidated Capitalization

8.1    There has been no material change in the share and loan capital of the Issuer since
       the date of the audited financial statements as at December 31, 2008.

9.     Options to Purchase Securities

9.1    Options outstanding as at April 30, 2009:


                        No. of Optioned              Exercise
        Optionee        Shares                       Price        Grant Date       Expiry Date
        Directors           100,000              $   0.20        July 11, 2007     July 11, 2012
                                                                 February 29,      February 28,
        Consultant          150,000              $   0.34            2008              2013
        Directors and
        Officers            925,000              $   0.35        June 4, 2008      June 4, 2013
        Directors and
        Consultant          735,000              $   0.25       January 8, 2009   January 8, 2014
                                      1
        Subtotal           1,910,000
        IPO Agent           287,500              $   0.20        July 11, 2007     July 11, 2009
        Asset
        Acquisition        9,000,000             $   0.25       August 12, 2008   August 12, 2018
        Total              11,197,500

           1. The Issuer has reserved 2,061,390 common shares for issuance, which is 10%
           of shares issued and outstanding, pursuant to stock options to be issued to
           directors, officers and consultants. As at the date of this Listing Statement, there
           are 1,910,000 options granted to its directors, officers and consultants.

10.    Prior Sales

10.1   The Issuer is authorized to issue an unlimited number of common shares.

       Common Shares

       The holders of the common shares are entitled to dividends as and when declared by
       the directors, to receive notice of, and to receive one vote per share, at meetings of
       shareholders of the Issuer and to receive upon liquidation such assets of the Issuer as
       are distributable to the holders of the common shares.



                               FORM 2A – LISTING STATEMENT
                                          November 14, 2008
                                              Page 25
10.2    Within 12 months before the date of this Listing Statement, the Issuer has issued the
        following common shares:

                   No. of
                   Shares             Amount Per                  Total
  Date of Issue    Issued                 Share                   Amount          Type of Consideration
                                                                                 Consideration for a mineral
  April 16, 2008         40,000           $    0.30           $       12,000     property option agreement
  September 19,
       2008           8,358,000           $    0.25           $   2,089,500                Cash

10.3    Stock Exchange Price

        The following is a summary of the high and low price ranges and volume traded on the
        CNSX for the Issuer from August 2008 to April 2009.

         Month                         High                    Low              Close       Volume
         August 2008              $    0.29           $        0.24        $     0.24     1,425,000
         September 2008           $    0.35           $        0.31        $     0.35         25,000
         October 2008             $    0.20           $       0.195        $     0.20         40,000
         November 2008            $    0.20           $        0.20        $     0.20          7,500
         December 2008            $     0.17          $       0.115      $      0.115         52,500
         January 2009             $     0.15              $    0.15        $     0.15         40,000
         February 2009            $   0.085           $       0.085      $      0.085         14,000
         March 2009               $    0.12           $        0.12        $     0.12          6,000
         April 2009
         (as at April 24,
         2009)                    $     0.10          $       0.075      $      0.075       240,000


11.     Escrowed Securities

11.1    As at the date of this Listing Statement, the Issuer has the following securities held in
        escrow.


          Designation of class held      Number of securities
          in escrow                        held in escrow                      Percentage of class
               Common Shares                  3,666,373                             17.78%


12.     Principal Shareholders

12.1    There is no principal shareholder who owns more than 10% of the issued shares of the
        Issuer as at the date of this Listing Statement.




                               FORM 2A – LISTING STATEMENT
                                        November 14, 2008
                                            Page 26
      13.       Directors and Officers

      13.1      The following are the names and municipalities of residence of the directors and
                officers of the Issuer, their present position(s) and offices with the Issuer, their principal
                occupations during the last five years and their holdings of common shares as at the
                date of this Listing Statement.


                                                                                                 Number and
                                                                                                Percentage of
                                                                                              Common Shares,
                                                                                                 Beneficially
                                                                                              Owned, Directly
                                                                            Date when          or Indirectly, or
   Name, Present                                                           Became an             Over Which
  Position with the                                                         Officer or            Control or
    Issuer and            Principal Occupations for Preceding Five        Director of the        Direction is
    Municipality                           Years                              Issuer              Exercised
Robert Bick,             Self-employed Management Consultant;
CEO and Director         CEO and Director of Evolving Gold Corp.                                   709,117
Vancouver, BC            from February 2007 to present; President January 14, 2008                 (3.44%)
                         of Click It Marketing Inc. from December
                         1995 to present.
Michael Pawlowski,       Professional Geologist;
                                                                                                   100,000
President and Director   Manager of MRP GEO Company LLC September 9,
                                                                  2008                             (0.49%)
Arizona, USA             since 2000
Daniel Laux,             Professional Geologist;
VP, Exploration and      Geologist/GIC Specialist of South Branch September 9,                     100,000
Director                 Resources LLC since 1994.                2008                             (0.49%)
Arizona, USA
Herrick Lau,             Corporate Finance Professional;
CFO and Director         Vice President, Corporate Finance of
Vancouver, BC            Baron Global Financial Canada Ltd. since
                         2007; CFO of ERA Carbon Offsets Ltd.
                         and Continent Resources Ltd. since 2008; June 27, 2008                       Nil
                         VP Corporate Finance of Global Maxfin
                         Capital Inc. in 2007; VP Corporate
                         Finance of Graydon Elliott Capital
                         Corporation from 2003 to 2007.
Paul Cowley,             Self employed Consultant; VP, Exploration
Director                 of Merit Mining Corp. Since 2005 and February 1, 2006                     385,100
North Vancouver, BC      Director of Appleton Exploration Inc. Since                               (1.87%)
                         2006.
Lawrence Dick,           Professional Geologist; President and
Director                 Director of Confederation Minerals Ltd.;
North Vancouver, BC      Director of Great Bear Uranium Corp.; January 14, 2008                    621,967
                         Director of Timmins Gold Corp.; Director                                  (3.02%)
                         of Canfe Ventures Ltd.; Director of
                         Continent Resources Inc.



                                        FORM 2A – LISTING STATEMENT
                                                  November 14, 2008
                                                      Page 27
        The directors and officers will hold office until the next annual meeting of the Issuer or
        until their successors are elected or appointed.

13.4     The audit committee of the Issuer has the following members: Paul Cowley, Lawrence
         Dick and Herrick Lau.

13.5     The principal occupation of the directors and officers of the Issuer is disclosed below in
         Section 13.10 – Management.

13.6     N/A

13.7     N/A

13.8     N/A

13.9     Certain directors and officers of the Issuer are associated with other reporting issuers
         or other corporations which may give rise to conflicts of interest. In accordance with
         the ABCA, directors who have a material interest or any person who is a party to a
         material contract or a proposed material contract with the Issuer are required, subject
         to certain exceptions, to disclose that interest and generally abstain from voting on any
         resolution to approve the contract. In addition, the directors are required to act
         honestly and in good faith with a view to the best interests of the Issuer. Certain of the
         directors of the Issuer have either other employment or other business or time
         restrictions placed on them and accordingly, these directors of the Issuer will only be
         able to devote part of their time to the affairs of the Issuer.

13.10    Management

Robert Bick, CEO and Director

Robert Bick, age 62, has been an officer and director of the Company since its incorporation on
November 6, 2007. He is currently the Chief Executive Officer and President of Canfe Ventures
Ltd. (TSXV: FEY.P), Chief Executive Officer of Continent Resources Inc., Chief Executive
Officer of Evolving Gold Corp. (TSXV: EVG) and President of Click It Marketing Inc. Mr. Bick
was formerly the Chief Executive Officer, President and a director of Triple Dragon Resources
Inc. (CNSX: TDR).

Michael R. Pawlowski, President and Director

Mr. Pawlowski, age 56, has more than 28 years of experience in global exploration, mine
development and production. Mr. Pawlowski spent over 16 years executing large tonnage
copper porphyry drilling projects, increasing the geological block model tonnage through
exploration. He has developed a particular expertise in porphyry copper oxide systems. Mr.
Pawlowski is a Registered Geologist in Arizona and a Certified Professional Geologist with the
American Institute of Professional Geologists and holds a M.Sc. in geology from the University
of Idaho, and a B.Sc. in geology and chemistry from Northern Illinois University.

Daniel P. Laux, VP, Exploration and Director

Mr. Laux, age 53, has over 24 years of experience as an exploration and mine geologist. Mr.
Laux has worked in copper mines in Arizona and gold mines in Nevada, and has explored for

                                FORM 2A – LISTING STATEMENT
                                         November 14, 2008
                                             Page 28
mineral resources throughout western North America and South America. He holds a B.Sc. in
geology from Arizona State University.

Herrick Lau, Chief Financial Officer and Director

Mr. Herrick Lau, age 43, has been Chief Financial Officer of the Company since its incorporation
on November 6, 2007. He is currently Vice President, Corporate Finance of Baron Global
Financial Canada Ltd. Mr. Lau previously held similar positions in Global Maxfin Capital Inc.
and Graydon Elliott Capital Corp. He is also currently the Chief Financial Officer and a director
of Continent Resources Inc., a copper exploration company listed on the Exchange (CNSX:
CTT). Mr. Lau obtained his masters degree in Economics from Simon Fraser University and has
extensive experience in investment research and corporate finance. Mr. Lau is also a charter
holder of the Chartered Financial Analyst designation.

Dr. Lawrence Dick, Director

Dr. Lawrence Dick, age 58, has been a director of the Company since its incorporation on
November 6, 2007. He is currently a director of Pinnacle Mines Ltd. (TSXV: PNL), a director of
Canfe Ventures Ltd. (TSXV: FEY.P), a director of Continent Resources Inc. (CNSX: CTT),
President, Chief Executive Officer and a director of Confederation Minerals Inc. (TSXV: CFM),
and sat on boards of companies such as Great Bear Uranium Corp. (CNSX: GBR) and Timmins
Gold Corp. (TSXV: TMM). Dr. Dick received his Ph.D. in Economic Geology from Queen’s
University and has extensive experience in the exploration and evaluation of base and precious
metals deposits worldwide.

Paul Cowley, Director

Paul Cowley, age 53, is a professional geoscientist with 28 years experience as an exploration,
project, and consulting geologist, including 18 years with BHP in Canada, Chile, and Bolivia. He
led a team of geologists at BHP that was responsible for the discovery of 4 gold deposits in the
Canadian Arctic that now have resources totalling over 5 million ounces of gold. He was also a
key member of the Gold City management team that acquired the Bissett assets and carried out
the San Gold merger. Paul Cowley is currently VP of Exploration and a director of Merit Mining
Corp.

14.    Capitalization

14.1 The following table sets out certain information regarding the share capitalization of the
Issuer as at April 30, 2008. The Issuer has one class of security: common shares.

Issued Capital

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

 Total outstanding (A)               20,613,901        40,169,401    100.00%          100.00%

 Held by Related Persons or          1,916,184          6,194,684     9.30%            15.42%


                               FORM 2A – LISTING STATEMENT
                                         November 14, 2008
                                             Page 29
 employees of the Issuer or
 Related Person of the
 Issuer, or by persons or
 companies who beneficially
 own or control, directly or
 indirectly, more than a 5%
 voting position in the Issuer
 (or who would beneficially
 own or control, directly or
 indirectly, more than a 5%
 voting position in the Issuer
 upon exercise or conversion
 of other securities held) (B)

 Total Public Float (A-B)             18,697,717       33,974,717       90.70%          84.58%

 Freely-Tradeable Float

 Number of outstanding
 securities subject to resale
 restrictions, including
 restrictions imposed by
 pooling or other                      3,666,373       10,416,373       17.79%          25.93%
 arrangements or in a
 shareholder agreement and
 securities held by control
 block holders (C)

 Total Tradeable Float (A-C)          16,947,528       29,753,028       82.21%          74.07%

Public Securityholders (Registered)

       Instruction: For the purposes of this report, "public securityholders" are persons other
       than persons enumerated in section (B) of the previous chart. List registered holders
       only.


 Class of Security

 Size of Holding                      Number of holders             Total number of securities

 1 – 99 securities

 100 – 499 securities

 500 – 999 securities

 1,000 – 1,999 securities

 2,000 – 2,999 securities


                                 FORM 2A – LISTING STATEMENT
                                         November 14, 2008
                                             Page 30
 3,000 – 3,999 securities

 4,000 – 4,999 securities

 5,000 or more securities



Public Securityholders (Beneficial)

       Instruction: Include (i) beneficial holders holding securities in their own name as
       registered shareholders; and (ii) beneficial holders holding securities through an
       intermediary where the Issuer has been given written confirmation of shareholdings. For
       the purposes of this section, it is sufficient if the intermediary provides a breakdown by
       number of beneficial holders for each line item below; names and holdings of specific
       beneficial holders do not have to be disclosed. If an intermediary or intermediaries will
       not provide details of beneficial holders, give the aggregate position of all such
       intermediaries in the last line.


 Class of Security

 Size of Holding                      Number of holders          Total number of securities

 1 – 99 securities

 100 – 499 securities

 500 – 999 securities

 1,000 – 1,999 securities

 2,000 – 2,999 securities

 3,000 – 3,999 securities

 4,000 – 4,999 securities

 5,000 or more securities

 Unable to confirm




                                FORM 2A – LISTING STATEMENT
                                         November 14, 2008
                                             Page 31
Non-Public Securityholders (Registered)

       Instruction: For the purposes of this report, "non-public securityholders" are persons
       enumerated in section (B) of the issued capital chart.


 Class of Security

 Size of Holding                   Number of holders          Total number of securities

 1 – 99 securities

 100 – 499 securities

 500 – 999 securities

 1,000 – 1,999 securities

 2,000 – 2,999 securities

 3,000 – 3,999 securities

 4,000 – 4,999 securities

 5,000 or more securities



14.2     The following are details for any securities 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)
Directors’ Options
Exercise price: $0.20                        100,000                      100,000
Expiry: July 11, 2012
Agent’s Options
Exercise price: $0.20                        287,500                      287,500
Expiry: July 11, 2009
Consultant’s Options
Exercise price: $0.34                        150,000                      150,000
Expiry: February 28, 2013
Directors’ Options
Exercise price: $0.35                        925,000                      925,000
Expiry: June 4, 2013
Asset Acquisition Options
Exercise price: $0.25                       9,000,000                    9,000,000
Expiry: August 11, 2018
Directors and Consultant’s

                               FORM 2A – LISTING STATEMENT
                                          November 14, 2008
                                              Page 32
         Options                                         735,000                              735,000
         Exercise price: $0.25
         Expiry: January 8, 2014
         Warrants
         Exercise price: $0.35                           8,358,000                            8,358,000
         Expiry: September 19, 2010


         14.3      N/A

         15.       Executive Compensation

         15.1      During the financial period ended December 31, 2008, the Issuer employed two (2)
                   Executive Officers. “Executive Officer” means the chairman and any vice-chairman of
                   the board of directors who perform the functions of that office on a full-time basis, the
                   president of the Issuer or any vice-president in charge of a principal unit of the Issuer
                   and any officer of the Issuer or its subsidiary who performs a policy making function in
                   respect of the Issuer. As at the date of this Listing Statement, the Issuer has two (2)
                   Executive Officers, Michael Pawlowski (President) and Daniel Laux (VP, Exploration).

                   Summary Compensation Table

                                Annual Compensation                      Long Term Compensation
                                                                           Awards             Payouts
compensa
tion in an
amount
greater
than
$150,000
(the
                                                                                 Restricted
“Named                                                                           Shares or
Executive                                                        Securities      Restricted
Officers”).     Fiscal                                             Under           Share
                                                                            1                            2
Name and         Year                         Other Annual      Option/SARs      Common           LTIP         All Other
Position        Ending   Salary(s)   Bonus    Compensation        Granted         Shares         Payouts     Compensation
Michael         2007       Nil        Nil          Nil                 Nil          Nil            Nil           Nil
Pawlowski       2008     $44,938      Nil          Nil                 Nil          Nil            Nil           Nil
Daniel          2007       Nil        Nil          Nil                 Nil          Nil            Nil           Nil
Laux            2008     $37,439      Nil          Nil                 Nil          Nil            Nil           Nil

                   Notes:




                                            FORM 2A – LISTING STATEMENT
                                                   November 14, 2008
                                                       Page 33
       1.   “SARS” or “Stock appreciation right” means a right granted by the Issuer as
            compensation for services rendered, to receive a payment of cash or an issue or
            transfer of securities based wholly or in part on changes in the trading prices of
            publicly traded securities of the Issuer.

       2.   “LTIP” or “long term incentive plan” means any plan which provides compensation
            intended to serve as incentive for performance to occur over a period longer than
            one financial year, but does not include option or stock appreciation right plans or
            plans for compensation through restricted shares or restricted share common
            shares.


16.    Indebtedness of Directors and Executive Officers

16.1   No directors, Executive Officer, or any associate or affiliate of any of them, has been or
       is indebted to the Issuer of the Issuer or to any other entity which is, or at any time
       since the beginning of the last completed year was, the subject of a guarantee, support
       agreement, letter of credit or other similar arrangement or understanding provided by
       the Issuer.

17     Risk Factors

17.1   The Issuer's Limited History

       The Issuer has a very limited history of operations, is in the early stage of development
       and must be considered a start-up. As such, the Issuer is subject to many risks
       common to such enterprises, including under-capitalization, cash shortages, limitations
       with respect to personnel, financial and other resources and the lack of revenues.
       There is no assurance that the Issuer will be successful in achieving a return on
       shareholders' investment and the likelihood of success must be considered in light of
       its early stage of operations. The Issuer has no intention of paying any dividends in the
       near future.

       The Issuer has limited financial resources, has not earned any revenue since
       commencing operations, has no source of operating cash flow and there is no
       assurance that additional funding will be available to it for further exploration and
       development of the Issuer's properties or to fulfill its obligations under any applicable
       agreements. There can be no assurance that the Issuer will be able to obtain adequate
       financing in the future or that the terms of such financing will be favourable. Failure to
       obtain such additional financing could result in delay or indefinite postponement of
       further exploration and development of the Issuer's properties with the possible loss of
       such properties.

       The Mining Industry

       The Issuer is a junior mining Issuer engaged in exploration and development of mineral
       properties. The mineral exploration and development industry involves a high degree of
       risk which even with a combination of experience, knowledge and careful evaluation,
       the Issuer may not be able to overcome. No assurance can be given that commercial
       quantities of minerals will be successfully found or produced.


                              FORM 2A – LISTING STATEMENT
                                        November 14, 2008
                                            Page 34
The Issuer's operations are subject to the risks normally incident to the operation and
development of mineral properties, including groundfall, explosions and other accidents,
fires, flooding, discharge of toxic chemicals and other hazards, all of which could result
in personal injuries, loss of life, damage to the property of the Issuer and others,
environmental damage, delayed production, increased production costs and possible
legal liability for any and all damages. Such liabilities may have a material adverse
effect on the Issuer's financial position and prospects.

The properties, in which the Issuer has an interest, or the right to acquire an interest,
are in the early exploration stage and are without either resources or reserves. The
proposed program on the Max-Knoll property is an exploratory search for a mineral
deposit. Development of the Issuer's mineral properties will only follow upon obtaining
satisfactory results. Exploration for and the development of minerals involve 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 large 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 either resources or reserves in the
mining industry, to develop processes to extract the minerals 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 minerals will be
discovered in sufficient quantities to justify commercial operations or that the funds
required for development can be obtained on a timely basis.

The Issuer has relied and may continue to rely upon consultants and others for
construction and operating expertise. The economics of developing mineral properties
is affected by many factors including the cost of operations, grade of ore, fluctuating
mineral markets, costs of processing equipment, competition and such other factors as
government regulations, including regulations relating to title to mineral concessions,
royalties, allowable production, importing and exporting of minerals and environmental
protection. Many of the above factors are beyond the control of the Issuer. Depending
on the price of minerals produced, the Issuer may determine that it is impractical to
either commence or continue commercial production.

The Issuer's revenues, if any, are expected to be wholly derived from the extraction
and sale of base and precious metals. 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.

The mining industry is intensely competitive in all of its phases, and the Issuer
competes with many companies possessing greater financial resources and technical


                        FORM 2A – LISTING STATEMENT
                                 November 14, 2008
                                     Page 35
facilities than itself. Competition could adversely affect the Issuer's ability to acquire
suitable properties for exploration in the future.

The operations of the Issuer may require licenses and permits from various
governmental authorities. There can be no assurance that the Issuer will be able to
obtain all necessary licenses and permits that may be required to carry out exploration,
development and mining operations at its projects.

Uncertainty in the Estimation of Mineral Resources

There is a degree of uncertainty to the calculation of mineral resources. Until mineral
resources are actually mined and processed, the quantity and grade of mineral
resources must be considered as estimates only. In addition the quantity and grade of
mineral resources may vary depending on, among other things, metal prices. Any
material changes in quantity or grade of mineral resources may affect the economic
viability of the deposit. In addition, there can be no assurance that mineral recoveries
in small laboratory tests will be duplicated in larger scale tests under on-site conditions
or during production.

Uncertainty Relating to Inferred Mineral Resources

There is a risk that inferred mineral resources cannot be converted into mineral
reserves if the ability to assess geological continuity is not sufficient to demonstrate
economic viability. Due to the uncertainty that may attach to inferred mineral resources,
there is no assurance that inferred mineral resources will be upgraded to resources
with sufficient geological constitute to constitute proven and probable mineral reserves
as a result of continued exploration.

Key-Man and Liability Insurance, Uninsurable Risks

The success of the Issuer will be largely dependent upon the performance of its key
officers. The Issuer has not purchased any "key-man" insurance with respect to any of
its directors, officers, key employees or proposed directors or officers, and has no
current plans to do so.

Although the Issuer may obtain liability insurance in an amount which management
considers adequate, the nature of the risks for mining companies is such that liabilities
might exceed policy limits, the liabilities and hazards might not be insurable, or the
Issuer might not elect to insure itself against such liabilities due to high premium costs
or other reasons. Should such liabilities occur, the Issuer could incur significant costs
that could have a material adverse effect upon its financial condition.

Future Financing Requirements

The Issuer may need additional financing to continue in business and there can be no
assurance that such financing will be available or, if available, will be on reasonable
terms. If financing is obtained by issuing common shares from treasury, control of the
Issuer may change and investors may suffer additional dilution. To the extent financing
is not available, lease expiry dates, work commitments, rental payments and option
payments, if any, may not be satisfied and could result in a loss of property ownership
or earning opportunities by the Issuer.

                       FORM 2A – LISTING STATEMENT
                                 November 14, 2008
                                     Page 36
Environmental Regulations

All phases of the Issuer's operations are subject to environmental regulation.
Environmental legislation is becoming more strict, with 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 can be no assurance that environmental regulation will not
adversely affect the Issuer's operations. Environmental hazards may exist on a
property in which the Issuer holds an interest which are unknown to the Issuer at
present which have been caused by previous or existing owners or operators of the
property.

Environmental legislation provides for restrictions and prohibitions on spills, releases or
emissions of various substances produced in association with certain mining industry
operations, such as seepage from tailings disposal areas, which would result in
environmental pollution. A breach of such legislation may result in the imposition of
fines and penalties. In addition, certain types of operations require the submission and
approval of environmental impact assessments. Environmental legislation is evolving in
a manner which means stricter standards, and enforcement, fines and penalties for
non-compliance are more stringent.

Environmental assessments of proposed projects carry a heightened degree of
responsibility for companies and directors, officers and employees. The cost of
compliance with changes in governmental regulations has a potential to reduce the
profitability of operations. There is no assurance that future changes in environmental
regulation, if any, will not adversely affect the Issuer's operations. The Issuer intends to
fully comply with all environmental regulations in all of the countries in which it is active.

Dependence on Limited Properties

The Max-Knoll property accounts for all of the Issuer's mineral resources. Any material
adverse development affecting the progress of this property will have a material
adverse effect on the Issuer's financial performance and results of operations.

Title

No assurances can be given that title defects to the Max-Knoll property and claims
giving rise to the Issuer's interest in the Max-Knoll property do not exist. The Max-Knoll
property and claims may be subject to prior unregistered agreements, interests or
native land claims and title may be affected by undetected defects. If title defects do
exist, it is possible that the Issuer may lose all or a portion of its right, title, estate and
interest in and to the properties to which the title defect relates.

Title to mineral interests in some jurisdictions is often not susceptible of determination
without incurring substantial expense. In accordance with industry practice, the Issuer
conducts such title reviews in connection with its properties as it believes are
commensurate with the value of such properties. The actual interest of the Issuer in
certain properties may vary from the Issuer's records.




                        FORM 2A – LISTING STATEMENT
                                  November 14, 2008
                                      Page 37
       There is no guarantee that title to the Issuer's properties will not be challenged or
       impugned. While, to the best of the Issuer's knowledge, title to the Max-Knoll property
       is in good standing, this should not be construed as a guarantee of title.

       Governmental and Regulatory Requirements

       Government approvals and permits are currently, and may in the future be, required in
       connection with the Issuer's operations. To the extent such approvals are required and
       not obtained, the Issuer may be restricted or prohibited from proceeding with planned
       exploration or development activities. Failure to comply with applicable laws,
       regulations and permitting requirements may result in enforcement actions thereunder,
       including orders issued by regulatory or judicial authorities causing operations to cease
       or be curtailed, and may include corrective measures requiring capital expenditures,
       installation of additional equipment, or remedial actions. Parties engaged in mining
       operations may be required to compensate those suffering loss or damage by reason
       of the mining activities and may be liable for civil or criminal fines or penalties imposed
       for violations of applicable laws or regulations. Amendments to current laws,
       regulations and permitting requirements, or more stringent application of existing laws,
       could have a material adverse impact on the Issuer and cause increases in capital
       expenditures or production costs or reductions in levels of production at producing
       properties or require abandonment or delays in development of properties.

       Currency Exposure

       The Issuer does not currently engage in hedging and its operations are not subject to
       foreign currency fluctuations. Such fluctuations may materially affect the Issuer's
       financial position and results of operations.

       Dividends

       The Issuer does not anticipate paying any dividends on its common shares in the
       foreseeable future. See “Dividend Record and Policy".

       Dependence on Economic Conditions

       The Issuer's success in its marketing efforts of its products will be dependent to some
       extent upon the economic conditions affecting the marketplace. The Issuer has no
       control over these economic conditions.


18.    Promoters

18.1   Information on Promoters:

       (a)   David Eaton is the promoter of the Issuer.

       (b)   Mr. Eaton owns 1,034,900 common shares of the Issuer (5.02%) as at the date
             of this Listing Statement.




                              FORM 2A – LISTING STATEMENT
                                        November 14, 2008
                                            Page 38
        (c)   As at December 31, 2008, consulting fee of $1,000 was paid to Mr. Eaton.
              Consulting fee of $2,000 is payable to Mr. Eaton as at the date of this Listing
              Statement.

        (d)   N/A

18.2    N/A

18.3    N/A

18.4    N/A

19.    Legal Proceedings

19.1    The Issuer is not aware of any legal proceedings, actual or contemplated, to which
        either the Issuer is a party or of which any of their respective property is the subject
        matter.

20.     Interest of Management and Others in Material Transactions

20.1   Other than as described herein and below, there are no other material interests, direct
       or indirect, of directors and Executive Officers of the Issuer, any shareholder who
       beneficially owns more than 10% of the shares of the Issuer, or any associate or
       affiliate of such persons in any other transactions within the last three years before the
       date hereof or in any other proposed transaction which has materially affected or could
       materially affect the Issuer.

21.    Auditors, Transfer Agents and Registrars

21.1    The auditor of the Issuer is Saturna Group Chartered Accountant LLP, Suite 2000,
        1066 West Hasting Street, Vancouver, BC V6E 3X2.

21.2    The registrar and transfer agent for the common shares of the Issuer is Olympia Trust
        Company and its office is 1900-925 West Georgia Street, Vancouver, BC V6C 3L2.

22.    Material Contracts

22.1   On January 10, 2006, the Company entered into a Mineral Property Option Agreement
       (the “Agreement”) to acquire an undivided 100% interest in a mining property located in
       northwestern Ontario known as the Sol D’Or Property (“Sol D’Or”). Under the terms of
       the Agreement, the Company has been granted an exclusive option to acquire a 100%
       undivided interest in Sol D’Or in exchange for $96,000 and issuance of 100,000
       common shares of the Company over a four-year period from the date of acquisition.
       As at December 31, 2008, the Company has issued 30,000 shares at $0.15 per share,
       30,000 shares at $0.20 per share and 40,000 shares at $0.30 per share; and made
       total cash payments of $36,000.

       On August 12, 2008, the Company signed an agreement of purchase and sale (the
       “SEG Agreement”) with Southwest Exploration Group LLC (“SEG”) to acquire an
       undivided 100% interest in six properties in Arizona and New Mexico – comprised of
       Lone Mountain and Mimbres Properties in Grant County, New Mexico, West Safford

                              FORM 2A – LISTING STATEMENT
                                        November 14, 2008
                                            Page 39
       and Teague Properties in Graham County, Arizona, Twin Peaks Property in Maricopa
       County, Arizona, and West Jerome Property in Yavapi County, Arizona – in exchange
       for US$450,000, comprised of US$150,000 on August 12, 2008 (paid), US$150,000 on
       completion of the private placement offering (paid on September 19, 2008), and
       $150,000 on August 12, 2009. SEG is entitled to a royalty equal to 2% of the net
       smelter returns (“NSR”). The Company has the option to purchase an additional 0.5%
       of the NSR from SEG for each of the individual properties in exchange for $1,000,000
       for each property.
       On February 28, 2008, the Company entered into an advisory agreement (the “Advisory
       Agreement”) to provide management and administrative services, including the services
       of the Chief Financial Officer of the Company, at a monthly fee of $7,500 plus
       reimbursable expenses. In addition, the Company issued 150,000 incentive stock
       options with respect to the Advisory Agreement. On July 8, 2008, the Advisory
       Agreement was amended to increase the monthly fee of $10,000 plus reimbursable
       expenses retroactive to July 1, 2008 for a period of twelve months. During the year
       ended December 31, 2008, the Company paid $89,648 of consulting and management
       fees with respect to the Advisory Agreement.
       On September 9, 2008, the Company signed a geological consulting agreement (the
       “Consulting Agreement”) with the President and Vice-President of Exploration of
       Continent Resources (USA) Inc., a wholly-owned subsidiary of the Company. As at
       December 31, 2008, the Company paid $82,377 of consulting fees relating to the
       Consulting Agreement.

23     Interest of Experts

23.1   None of Saturna Group Chartered Accountant LLP and Maitland & Company or any
       director, officer, employee or partner thereof received or has received a direct or
       indirect interest in the property of the Issuer or of any associate or affiliate of the Issuer.
       As at the date hereof, none of the aforementioned companies and partnerships, nor
       any of the directors, officers, employees and partners thereof, beneficially own, directly
       or indirectly, any securities of the Issuer or its associates and affiliates.

       No director, officer, partner or employee of any of the aforementioned companies and
       partnerships is currently expected to be elected, appointed or employed as a director,
       officer or employee of the Issuer or of any associates or affiliates of the Issuer.


24.    Other Material Facts

24.1    N/A

25.    Financial Statements

25.1    The audited financial statements of the Issuer as at December 31, 2008 are attached
        as Appendix A to this Listing Statement.




                               FORM 2A – LISTING STATEMENT
                                         November 14, 2008
                                             Page 40
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

this   30th     day of        April           ,       2009             .



“Robert Bick”                                          “Herrick Lau”

Robert Bick, Chief Executive Officer                   Herrick Lau, Chief Financial Officer




                                FORM 2A – LISTING STATEMENT
                                          November 14, 2008
                                              Page 41
APPENDIX A

AUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2008




                      FORM 2A – LISTING STATEMENT
                               November 14, 2008
                                   Page 42