Filed by Automated Filing Services Inc. (604) 609-0244 - Rodinia Minerals Inc.

20FR12G 1 form20f.htm REGISTRATION STATEMENT Filed by Automated Filing Services Inc. (604) 609-0244 - Rodinia Minerals Inc. - Form 20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934.

RODINIA MINERALS, INC.
(Exact name of registrant as specified in its charter)

Province of British Columbia
(Jurisdiction of incorporation or organization)

595 Howe Street Suite 600,Vancouver, British Columbia, V6C 2T5
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each Class

Name of each exchange on which registered

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common shares without par value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)

Number of outstanding shares of each of the Corporation’s classes of capital or common stock
as of the period covered by the Registration Statement. As of December 31, 2004, there were
5,541,995 common shares issued and outstanding. As at May 31, 2005, there were
7,750,676 common shares issued and outstanding.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Not Applicable

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17x Item 18 ¨

PART I

Item 1. Identity of Directors, Senior Management and Advisers

A. Directors and senior management.

Walter Brooks,	63 years old	3502-750 Bay Street
Director		Toronto, ON. M5G 1N6

Donald Morrison	56 years old	4036 W. 12^thAvenue
President and Director		Vancouver, BC. V6R2P3

Donald Mosher,	49 years old	1785 Ross Road
Vice President Corporate		North Vancouver, BC. V7J 1V8
Communications and Director

Ken Thorsen,	59 years old	1936 Eureka Avenue
Vice President Exploration,		Port Coquitlam, BC. V3C 5P5
Director

Jorge Avelino	55 years old	1107 Madore Avenue
Secretary		Coquitlam, BC. V3K 3C1

B. Advisers.

Not applicable

C. Auditors.

N.I. Cameron Inc.
Chartered Accountants
475 Howe Street, Suite 303
Vancouver, British Columbia

Item 2. Offer Statistics and Expected Timetable

Not applicable

Item 3. Key Information

A. Selected financial data.

	2004	2003	2002	2001	2000
Interest Revenue
Canadian GAAP	$1,035	$12	$14	$79	$329
United States GAAP	$1,035	$12	$14	$79	$329

Total Assets
Canadian GAAP	$456,618	$652	$2,315	$985,898	$1,676,842
United States GAPP	$82,337	$652	$2,315	$2,399	$18,585

Net (Loss)
Canadian GAAP	$(362,534)	$(154,427)	$(1,015,682)	$(657,964)	$(1,365,772)
United States GAPP	$(736,815)	$(154,427)	$(32,183)	$(47,886)	$(3,199,179)

Shareholders' Equity
Canadian GAAP	181,863	(41,638)	(141,068)	874,614	1,443,828
United States GAPP	(192,418)	(41,638)	(141,068)	(108,885)	(214,429)

Share Capital
Canadian GAAP	$13,179,357	$12,793,357	$12,613,357	$12,613,357	$12,408,982
United States GAPP	$13,179,357	$12,793,357	$12,613,357	$12,613,357	$12,408,982

Net (Loss) Per Share
Canadian GAAP	($0.08)	($0.02)	($0.08)	($0.06)	($0.13)
United States GAAP	($0.16)	($0.05)	$0.00	$0.00	($0.31)

Cash Provided
Canadian GAAP	$(93,697)	$(80,680)	(93,067)	(94,527)	(105,504)
United States GAAP	$(467,978)	$(80,680)	(26,585)	(32,973)	(195,616)

Investing Activity
Canadian GAAP	$(374,281)	-	$(66,482)	$(127,500)	$(90,112)
United States GAAP	-	-	-	-	-

Dividends Declared Per Share
Canadian GAAP	NIL	NIL	NIL	NIL	NIL
United States GAAP	NIL	NIL	NIL	NIL	NIL

This data has been derived from our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”) and reconciled for material measurement differences to accounting principles generally accepted in the United States (“U.S. GAAP”). Set forth in the following table are selected financial data with respect to the Corporation’s financial condition and results of operation for the years ended December 31, 2004, 2003, 2002, 2001 and 2000. The selected financial and operating information as at December 31, 2004 and 2003 and for each of the years in the three year period ended December 31, 2004 should be read in conjunction with the financial statements and notes thereto included elsewhere herein and in conjunction with Item 5: Operating and Financial Review and Prospects. The selected financial data as at and for these periods have been extracted from, and are qualified by reference to the financial statements included herein at Item 17. The selected financial data for the years ended December 31, 2002, 2001 and 2000 have been extracted from audited financial statements not included herein.

Exchange Rates

Unless otherwise indicated, all monetary references herein are denominated in Canadian Dollars. References to “$” or “Dollars” are to Canadian Dollars and references to “US$” or “U.S. Dollars” are to United States Dollars.

The following table sets out the exchange rates, based on the noon buying rates in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, for the conversion of United States dollars into Canadian dollars in effect at the end of the following periods, and the range of high and low exchange rates for such periods.

	Year Ended December 31,

	2004	2003	2002	2001	2000
Average for Period	1.2034	1.2923	1.5800	1.5925	1.4995

	Month Ended

	May	April	March	February	January	December
	2005	2005	2005	2005	2005	2004

High for	1.2703	1.2568	1.2463	1.2562	1.2422	1.2401
Period
Low for Period	1.2373	1.2146	1.2027	1.2294	1.1982	1.1856

As of May 31, 2005, the noon rate of exchange, as reported by the Federal Reserve Bank of New York for the conversion of United States dollars into Canadian dollars was CDN$1.2512 (US$1.00 = CDN$1.2512) .

B. Capitalization and indebtedness.

LOANS PAYABLE

		2004		2003

Unsecured bridge loan payable, due on demand	$	-	$	-
Unsecured loans payable, non-interest bearing,
no specified terms of repayment		135,535		675
	$	135,535	$	675

The loans ($151,800 – accepted by the TSX on October 19, 2004) are for a one year term, unsecured and non-interest bearing. The lenders have the right to convert their loans into units at a deemed value of $0.30 per unit on the earlier of March 17, 2005 or the Company graduating to Tier-2 of the TSX Venture Exchange. Each unit consists of one common share of the Company and one non-transferable share purchase warrant entitling the holder to purchase an additional share of the Company at an exercise price of $0.30 per share for a period of one year from the date of the loan. A finder’s fee of 46,750 shares valued at $14,025 is payable with respect to this transaction.

As of December 31, 2004, $16,265 of the loan was classified as contributed surplus to recognize the value of the conversion feature of the loans.

C. Reasons for the offer and use of proceeds.

Not Applicable

D. Risk factors.

General Considerations

Minerals exploration and development is an inherently risky enterprise. While historical exploration at Workman Creek by Wyoming Mineral Corporation is encouraging, it is possible that the Company will fail to locate sufficient resources to warrant further exploration. The economic viability of the project depends to a large extent on the continued strength of uranium prices. Uranium prices have historically been highly volatile and there can be no assurance that prices will support the implementation of further development plans. Furthermore, should the Company determine that the ore body at Workman Creek is not a candidate for ISL, the economic viability of the project would be severely impaired.

While Rodinia is currently sufficiently funded for the first two phases of exploration and development, the Company will depend partly on outside capital to complete the exploration and development of its resource properties, which it will likely raise by issuing additional shares of common stock. There can be no assurance that this additional capital will be available to meet these continuing exploration and development costs or, if the capital is available, that it will be available on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current shareholders. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success of the Company will almost certainly be adversely affected.

At December 31, 2004, the Company had accumulated $13,271,386 in losses and had no revenue-producing operations. At the date of this report, the Company has almost no liquidity and its ability to continue as a going concern is dependent upon its ability to raise additional capital or merge with a revenue producing venture partner. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company is not currently operating profitably and it should be anticipated that it will operate at a loss at least

until such time when the production stage is achieved, if production is, in fact, ever achieved. The Company has never earned a significant profit.

Competition

The process of mineral exploration and prospecting for uranium, and the process of developing, operating and mining uranium for the purpose of commercial production is a highly competitive and speculative business. In seeking available opportunities, the Company will compete with a number of other companies, including large multi-national companies, that may have more experience and resources than the Company.

Financial Market Overview

As of May 24, 2005 the price of uranium is approximately U.S. $29.00 per pound. When estimates of available secondary (non-commercial stockpile) supplies are combined with estimates of future primary production, the market will likely stay reasonably well balanced in the short term. However, as the secondary supply declines and becomes a smaller factor in the marketplace and new and expanded production comes on-line, the gap between these contrasting forces will be a critical factor, resulting in a predicted rise in market prices in the next year or two.

Environmental Considerations and Permitting

Uranium mining is regulated by the federal government, states and, where conducted in Indian Country, by Indian tribes. Compliance with such regulation has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been related to obtaining licenses and permits from federal and state agencies before the commencement of mining activities. The environmental impact study that must be obtained on each property in order to obtain governmental approval to mine on the properties is a part of the overall operating costs of a mining company, and will not by itself have an adverse effect on the Company.

Currency/Exchange Rate Risk

The Company anticipates most of the revenue to be earned in U.S. dollars; however, some costs are expected to be incurred and paid in Canadian dollars. Exchange rate fluctuations could have an adverse effect on the Company’s financial position.

Risk of “Penny Stock”

The Company’s common shares may be deemed to be “penny stock” as that term is defined in Regulation Section “240.3a51 -1” of the Securities and Exchange Commission (the “SEC”). Penny stocks are stocks: (a) with a price of less than U.S. $5.00 per share; (b) that are not traded on a “recognized” national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where listed stocks must still meet requirement (a) above); or (d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the issuer has been in continuous operation for at least three years) or U.S. $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than U.S. $6,000,000 for the last three years.

Section “15(g)” of the United States Securities Exchange Act of 1934, as amended, and Regulation Section “240.15g(c)2” of the SEC require broker dealers dealing in penny stocks to

provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in the Company’s common shares are urged to obtain and read such disclosure carefully before purchasing any common shares that are deemed to be “penny stock.”.

Moreover, Regulation Section “240.15g -9” of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker dealer to: (a) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in the Company’s common shares to resell their common shares to third parties or to otherwise dispose of them.

Item 4. Information on the Company

Incorporation

Rodinia Minerals, Inc. (the “Company”) was incorporated on April 14, 1986, under the laws of the Province of British Columbia under the name “Western Premium Resource Corp.” On June 13, 1997, the Company changed its name to “Zodiac Exploration Corp.” and on December 17, 1998, the Company changed its name to “Donnybrook Resources, Inc.” On August 12, 2003, the Company consolidated its shares on a 5 old shares to 1 new share basis.

The Company’s wholly-owned subsidiary Donnybrook Platinum Resources Inc. was incorporated in the State of Wyoming, U.S.A. on December 15, 1999.

Corporate Information

The Company’s business address and executive offices are located at Suite 600 – 580 Hornby Street Vancouver, BC V6C 3B6. The Company’s telephone number is 604 518-8294 and the Company’s fax number is 604 688-9611. The Company’s registered office for service in Canada is located at Suite 600 – 580 Hornby Street Vancouver, BC V6C 3B6.

North Rock Property and Wyoming Property

By agreement dated December 15, 1999 and subsequently amended, the Company acquired a 100% interest in the North Rock Property consisting of 6 mineral claims located in the Kenora Mining District, Province of Ontario and 14 mineral claims located in the State of Wyoming, United States of America.

On May 14, 2002, the Company entered into an agreement to sell the three properties in Wyoming, USA and will retain a 1% N.S.R. The Company received $65,091 (US$42,487) to close this transaction. In December 2002, the Company decided to write-off the remaining deferred acquisition and exploration costs related to the North Rock Property. During that year, the results received on the property were not viable enough to warrant further expenses. The

Company allowed the lease on the property to expire, which automatically terminated the agreement.

Exploration expenditures	2002

North Rock Property
Acquisition costs	875,000.00
Geological	23,390.00
Field work	4,770.00
Travel & others	1,848.00
Staking	18,400.00
Recovery of costs	(6,391.00	)
Writedown of resource property	(917,017.00	)

Wyoming Property
Acquisition costs	625,000.00
Claims registration and staking	60,660.00
Geological	24,374.00
Travel	4,620.00
Equipment rental & surveying	2,550.00
Miscellaneous	5,277.00
Supplies	1,368.00
Recovery of acquisition costs	(190,091.00	)
Writedown of resource property	(533,758.00	)

Workman Creek Uranium Deposit

In November of 2004, the “Company” entered into an Option Agreement with Cooper Minerals Inc. (“Cooper”), a Nevada based company, to acquire a 100% interest in the Workman Creek uranium deposit located in Gila County, Arizona. The Option Agreement, which is subject to regulatory approval, provides that Rodinia can acquire a 100% interest, subject to a 3% Yellowcake royalty, in 33 unpatented mining claims by paying $135,000, expending US$2,000,000 on exploration over 4 years, issuing 2.5 million of its shares and issuing non-transferable share purchase warrants entitling the purchase of up to 1.5 million of its shares for five years. The shares and warrants are to be issued when Rodinia graduates to Tier 1 of the TSX Venture Exchange (the “Exchange”) and completion of the acquisition of the claims from Cooper cannot occur until the shares and warrants are issued. The warrants will be exercisable at a price equal to the greater of (1) $0.01 in excess of the closing price of the Company’s shares on the Exchange on the day prior to the announcement of the acquisition of the claims from Cooper and (2) the price of any financing completed by the Company concurrent with the completion of the acquisition of the claims from Cooper. As part of the Option Agreement, Rodinia also acquired the database compiled by Westinghouse Electric Corporation (“Westinghouse”) on the Dripping Springs geological uranium bearing unit, Gila County, Arizona. A Finder’s Fee of 227,000 shares was paid, which was within the maximum amount permitted under the policies of the Exchange.

In 1955 the United States Atomic Energy Commission conducted an airborne radiometric survey over Gila County and discovered 20 radiometric anomalies, nine of which were considered significant. This prompted a massive staking rush which resulted in the discovery of 46 known uranium deposits in the area. With the subsequent decline in the price of uranium, activity in the area was completely shut down until the late 1970’s. At that time, Wyoming Mineral Corporation, a wholly owned subsidiary of Westinghouse, blanket staked the area and embarked on an intensive exploration and development program. This program identified the Workman Creek deposit as their primary focus. Their work included drilling 432 holes, geological mapping, geochemistry, metallurgical testing, designing a mining plan, and commissioning Dravos Engineers and Contractors (“Dravos”) to complete a feasibility report, at a total estimated cost of US$10 Million.

The Dravos geo-statistical estimate of reserves encompassing both open pit and underground mining was 4.4 million tons containing 9.8 million pounds of U308 with an average grade of 0.11% and a cutoff of 0.05% . This estimate was made prior to implementation of NI 43-101 and, in order to confirm grade estimates, Rodinia will twin four holes and with that data and the data from the previous 432 holes, a reserve/resource estimate will be recalculated to conform with NI 43-101 standards.

Joe Montgomery PhD., the Qualified Person under NI 43-101 for purposes of this statement, has authored a report conforming to NI 43-101 and in it he describes the Workman Creek deposit as stratiform and lying within the Dripping Spring Quartzite, a unit of the Upper Precambrian Apache Group. Mineralization is present mainly in the upper siltstone member of the Dripping Spring Quartzite. This uranium bearing unit is in excess of ten miles in length. Controls of mineralization aside from the stratigraphic control, are north-trending faults and monoclinal folding and contact with a complex system of dykes and sills. A technical report completed in 1979 stated that authigenic uraninite and coffinite (primary uranium minerals) were subject to thermal metamorphism caused by intrusions of diabase. This caused recrystallization, oxidation, and remobilization of the uranium minerals near the intrusive contact. Dr. Montgomery also noted that the resource is open on two sides and believes that it could be expanded considerably with further exploration. Rodinia has staked additional ground around the known deposit.

Metallurgical studies conducted by Westinghouse indicated that leaching recovery was in the neighborhood of 94% and in their feasibility report Dravos noted that by implementing conventional mining methods including underground and open pit, and by building a $12 million mill site, the internal rate of return (IRR) was calculated at 86% with U308 at US$22/pound. Should In Situ leaching (ISL) be possible, the cut-off grade would drop and the IRR would increase as long as recovery rates remained constant. Although much work needs to be done to confirm the viability of ISL, early indications are that the deposit could be amenable.

Most of the work conducted by Westinghouse was concentrated on or around the Workman Creek deposit and by the time they abandoned the property in 1981 because of the collapse of uranium prices,very little work had been performed on other targets—in particular, on the eight other significant radiometric anomalies that were identified. All of these anomalies are within a 10 mile radius of the Workman Creek deposit and have recently been staked by Rodinia. Rodinia has also staked the most significant of the 46 known deposits discovered during the 1950’s staking rush.

Dr. Montgomery has recommended in his NI 43-101 report a two phase program of exploration and development. Phase One consists of compilation and evaluation of the Westinghouse database, the twinning of four holes to confirm the nature and grade of mineralization, and

additional claim acquisition. This phase is expected to take about 3 months to complete at an estimated cost of US$250,000. Cooper is to be the operator. Phase Two consists of a detailed geological study, calculation of an ore reserve estimate, preliminary work on newly-staked ground, additional metallurgical tests including those for In Situ and heap leaching, and completion of a new preliminary feasibility study. This phase is expected to take about 6 months to complete at an estimated cost of US$550,000. The Company has the necessary funding in place to complete phase One of the recommended program.

The Option Agreement with Cooper provides that the 2.5 million shares and the 1.5 million share purchase warrants will be issued when the Company has graduated to Tier 1 of the Exchange. Rodinia anticipates that completion of the first phase of the work program, recommended by Dr. Montgomery, will enable the Exchange to accept the Workman Creek deposit as a Tier 1 property. The other components required to enable the Company to graduate to Tier 1 include certain levels of financing and management expertise and the Company is pursuing satisfaction of these. In the meantime, the Company has raised $350,000 and secured the Option Agreement and intends to make immediate application to the Exchange to graduate to Tier 2. The Company also announces the grant, pursuant to its Stock Option Plan, of incentive stock options to purchase up to 93,000 of its shares at $0.60 per share for two years.

Rodinia’s main focus is on the expansion of the Workman Creek deposit and the development of the numerous areas of interest that have been recently staked by the Company. The extensive Westinghouse database will allow Rodinia to accelerate its exploration and development plans at significant cost savings.

Lucky Boy Mine – Uranium Project

On March 21, 2005 the Company was granted an option by Golden Patriot, Corp., a Nevada based company (“Golden Patriot”), to acquire up to a 40% interest in the Lucky Boy Uranium Project once Golden Patriot has earned into the Project. The Lucky Boy Uranium Project consists of 14 BLM claims and an 80-acre State Lease contiguous to the claims, located in Gila County, Arizona.

The Company can exercise its back-in right in respect of the Lucky Boy Uranium Project at any time after an aggregate US$500,000 has been spent on the Project and Golden Patriot has thereby earned a 60% interest in it, and until 30 days after the Company receives notice that an aggregate US$1,000,000 has been spent on the Project and Golden Patriot has thereby earned its100% interest. Golden Patriot’s interest in the Lucky Boy Uranium Project is subject to a 3% Yellow Cake Royalty.

The Lucky Boy Uranium Project is at the site of the old Lucky Boy mine. From documentation obtained from a variety of sources, it has been reported that the Lucky Boy mine, using heap leaching and ion exchange recovery, produced about 5,000,000 pounds of uranium ore in the 1950’s until the mine became unprofitable, because of declining uranium prices, and was shut down. In 1978, the mine was re-opened and produced uranium for about two years, until once again it fell victim to declining uranium prices. The Company confirms that the foregoing historical estimates are relevant but is unable to confirm the reliability of such historical estimates. Golden Patriot intends to commence work on the project in the second quarter of 2005.

B. Business overview.

Overview of the Uranium Industry

Uranium occurs as uranium oxide in minerals such as pitchblende. Most of the world's richest uranium deposits occur in the Athabasca Basin of northern Saskatchewan and are contained in unconformities (breaks in the geological record) between Archean aged basement rocks (very old rocks) and younger, Proterozoic aged sedimentary layers at depths of less than 1,640 feet. Major faults near the unconformities are also important features enhancing the chance for discovery.

Uranium is an unusual metal compared to base and precious metals in that its value has really only been recognized in the past 60 years. Uranium ore is the basic resource for the production of electrical energy through nuclear power. Commercial nuclear power generation is a technology that has become mature and well understood. The industry began to see increased commercial demand for uranium in 1973, partially as a result of the OPEC-induced "energy crisis” which caused a sharp rise in crude oil prices. In response, many countries began development of nuclear power programs as an alternative to fossil fuels for electricity generation. As of September 1997, there were approximately 439 commercial nuclear reactors operating in more than 30 countries, producing about 17% of the world's electricity.

The United Nations has predicted that the world's population will grow from the present 5.5 billion to 8.5 billion in the next 27 years and the demand for electricity is expected to double by 2020. Nuclear power joins hydroelectric power as the only proven greenhouse gas free technology capable of meeting the large-scale electrical generation demands of the next century. With the Nuclear Energy Institute’s current estimates of carbon dioxide emissions from fossil fuels growing 36% to 50% higher than 1990 levels, the need to limit pollutants will also increase the demand for nuclear power. Nuclear generation of electricity can and should be a major part of the solution to slowing climactic changes through controlling gas emission levels. The use of nuclear generated power has already proven to be a major factor in reducing greenhouse gas emissions around the world. The Nuclear Energy Institute has determined that every 25 tons of uranium used to generate electrical power reduces carbon dioxide emissions, relative to coal and other fossil fuels, by one million tons.

It was stated by the Nuclear Energy Institute at the 1997 Kyoto conference on global warming that clean air objectives cannot be obtained without maintaining and expanding the existing number of commercial nuclear generators in the world. Clearly the key factor in determining demand for uranium is reactor fuel requirements for meeting the world's growing energy demands.

The only significant commercial use for uranium is as fuel for nuclear power plants for the generation of electricity. During 2001, 435 nuclear power plants were operating in the world and consumed an estimated 169 million pounds of uranium. World wide production of uranium in 2001 was only about 96 million pounds. In the United States there are 103 nuclear power plants that produce about 21% of the electricity used.

Based on reports by the Ux Consulting Company, LLC (“Ux”) and the Uranium Institute (“UI”), since the early 1990s, worldwide uranium production has satisfied only 52% of worldwide demand, and this ratio has also been true in the Western world. Ux reports that the gap has been filled by secondary supplies, such as inventories held by governments, utilities and others in the fuel cycle, including the highly enriched uranium (HEU) inventories which are a result of the agreement between the US and Russia to blend down nuclear warheads. In the period 2003-2010 Ux projects western production to be sufficient to cover only 45% of western demand.

Ux reports that secondary sources combined with uranium production from existing uranium mines will not be sufficient to meet the world’s requirements. New production will be needed. Ux projects that the industry will need uranium prices significantly higher than current prices to stimulate the capital investment needed to support such new production.

Spot price is the price at which uranium may be purchased for delivery within one year. Spot prices have been more volatile historically than long-term contract prices, increasing from $6.00 per pound in 1973 to $43.00 per pound in 1978, declining to $7.25 per pound in October 1991, increasing to $16.50 per pound in May 1996 and again declining to $7.10 at December 31, 2000. Since year-end 2000 the spot price has increased to $10.20 at December 31, 2002. The spot price at March 31, 2003 was $10.10.

The following graph shows spot prices per pound from 1980 to March 31, 2003, as reported by Trade Tech and Ux.

_____
All prices beginning in 1993 represent U₃O₈ deliveries available to U.S. utilities.

Company Overview

Rodinia Minerals Inc. is a Canadian junior exploration company incorporated in British Columbia. The Company is listed on Tier 2 of the TSX Venture exchange under the symbol “RM”. Rodinia focuses on the exploration and development of uranium properties. Its primary exploration target, the Workman Creek Project, is located in Gila County, Arizona. The Company is well funded, with C$310,650 in cash on its balance sheet as of September 30, 2004 (most recent data available); this cash was augmented by Rodinia’s recent completion of a C$1.3 million private placement. This should be sufficient capital to finance the two phase exploration and development plan that the Company is pursuing at its Workman Creek Project. Additionally, the Company seeks to take advantage of other uranium exploration opportunities worldwide, as they become available.

Project Overview

Workman Creek Project, Gila County, Arizona

Rodinia Minerals’ primary asset is the Workman Creek Project, located in Gila County, Arizona. The Company has an option to purchase 100% of 33 un-patented lode claims that cover the two contiguous claim areas known as Workman North (17 claims) and Workman South (16 claims), of which the Workman Creek Project is comprised. The North Workman Creek and South Workman Creek deposits appear to be parts of the same deposit, which was eroded down the center. The project is part of the larger Dripping Spring uranium deposit, which was discovered in 1950 and was heavily worked until the early 1980s, when collapsing uranium prices made production in the area economically unfeasible. The Company believes that the Workman Creek deposits forms the largest uranium source in the general area. In addition to Workman Creek, Rodinia controls the eight other significant radiometric anomalies that have been identified in the vicinity. All of these anomalies are within a 10 mile radius of the Workman Creek deposit and have recently been staked by Rodinia. Rodinia has also staked the most significant of the 46 known deposits discovered during the 1950s staking rush. The property is accessible by road from Globe, Arizona, and Phoenix, AZ lies about 85 miles (136 km) west of the property.

Purchase Option
Rodinia has entered into an option agreement to acquire a 100% interest in the Workman Creek Project, subject to a 3% Yellowcake royalty, held by Cooper Minerals Inc. The agreement stipulates that Rodinia spend US$2,000,000 (C$2,406,000) on exploration over 4 years. While the Company was required to pay C$135,000 up front, further payment of 2.5 million shares and 1.5 million warrants is not required until Rodinia graduates from its current listing on the Tier 2 of the TSX Venture Exchange to the Tier 1 of the TSX Venture exchange, at which time the strike price of the warrants will be set. As part of the Option Agreement, Rodinia also acquired the database compiled by Westinghouse Electric Corporation (“Westinghouse”) on the Dripping Springs geological uranium bearing unit. With use of the extensive Westinghouse database, Rodinia should be able to accelerate its exploration and development plans at significant cost savings.

Exploration History
One of the outstanding features of the Workman Creek deposit is the extensive exploration already completed on the property. In 1955 the United States Atomic Energy Commission conducted an airborne radiometric survey over Gila County and discovered 20 radiometric anomalies, nine of which were considered significant. This prompted a massive staking rush which resulted in the discovery of 46 known uranium deposits in the area. Not only does

Rodinia control the claims compromising the Workman Creek Project, but they have also staked the eight other significant radiometric anomalies that were identified within a 10 mile radius of the Workman Creek deposit. Rodinia has also staked the most significant of the 46 known deposits discovered during the 1950s staking rush. This effectively gives Rodinia control of the well-explored, professionally documented Dripping Spring uranium deposit.

Workman Project
In the 1970s, Wyoming Mineral Corporation, a wholly owned subsidiary of Westinghouse, blanket staked the area and embarked on an intensive exploration and development program. This program identified the Workman Creek deposit as its primary focus. Their work included drilling 432 holes, geological mapping, geochemistry, metallurgical testing, designing a mining plan, and commissioning Dravos Engineers and Contractors (“Dravos”) to complete a feasibility report, at a total estimated cost of US$10 Million (C$12.03 Million). At that time, their geostatistical reserves estimate in a preliminary mining plan encompassing both open pit and underground mining, was 4.408 million tons. They estimated this ore body to contain 9.8 million pounds of U₃O₈ with an average grade of 0.111% U₃O₈ and a cutoff of 0.05% U₃O₈. Their calculated recovery rate of 93% indicated a probable recovery of 9.114 million lbs. of U₃O₈. This estimate is not compliant with NI 43-101. A preliminary feasibility study completed in 1978 by B.W. Adams calculated inferred reserves of 32 million pounds U^38. O The Company indicates that the ore body is open in all directions, limited only by the strata within which it is contained.

Historical Reserve Estimates: Workman Project
	Pounds U₃O₈	Tons of Ore
North Area	4,407,734	2,219,517
South Area	5,396,946	2,188,871

As mentioned above, Dravos was contracted to produce a feasibility study to determine the economic viability of the project. The results were highly positive: Dravos recommended proceeding with the project, using a combination of open pit and underground mining techniques. They proposed a conventional acid leach, solvent extraction and ammonia precipitation process (i.e. a heap-leach process). According to the Company, Dravos estimated that the cost of extraction under their feasibility study was around $22.00 at the time it was completed in 1980. However, when Uranium prices collapsed in 1981, Wyoming Mineral Corporation abandoned the project.

Emerging Opportunity at Workman Creek

Favorable Uranium Market
The primary reason that the Workman Project was abandoned in 1981 was the collapse in Uranium prices at that time, as prices fell from roughly $44 per pound in 1978 to a low of about $7.00 in 2000. However, the price of uranium has recovered dramatically since then, rising to a spot price of around $29.00 as of the week of May 16, 2005. Driving this demand is a reduction in existing stockpiles coupled with increased demand from China, India and the rest of Asia. According to the International Herald Tribune, commercial stockpiles of uranium fell 50% from 1985 to 1993, as its low price discouraged exploration and led to the closing of previously-producing mines. More recently, uranium prices have been given a further boost from higher oil prices, as investors have begun looking for alternative sources of energy. The World Nuclear Organization estimates that the demand from Uranium will outstrip supply by 11% over the next decade, suggesting continued strength in Uranium prices.

The trend in uranium prices suggests that economic production at Workman Creek could be feasible under the parameters laid out in the Dravos feasibility study. As the Company updates the prior work to reflect improvements in extraction technology, the economics of the project could realistically improve to point the economic feasibility.

In-Situ Leaching Technology Could Dramatically Reduce Cost of Extraction

The Company is exploring whether the Workman Creek Project is suitable for in-situ leaching (ISL), described below, as an alternative to the heap leach process recommended by Dravos. If so, management expects that it could achieve a cost of production perhaps as low as $11 per pound, which could make the project economically feasible at current prices. Early indications suggest that the Workman Creek Project is a candidate for ISL, although Company geologists stress there is still a great deal of testing to do before they can determine the project’s suitability. The Company intends to evaluate its options for ISL in Phase Two of their exploration plans.

What is in-Situ Leaching?

In situ leaching (ISL), also known as solution mining, involves leaving the ore where it is in the ground, and using liquids which are pumped through it to recover the minerals out of the ore by leaching. With this method of mining there is little surface disturbance and no tailings or waste rock generated The only requirement however is that the orebody is permeable to the liquids used, and located so that they do not contaminate groundwater away from the orebody. Uranium deposits suitable for ISL occur in permeable sand or sandstones, confined above and below by impermeable strata, and which are below the water table.

There are two operating regimes for ISL, determined by the geology and groundwater. If there is significant calcium in the orebody (as limestone or gypsum), alkaline (carbonate) leaching must be used. Otherwise, acid (sulfate) leaching is generally better. Techniques for ISL have evolved to the paint where it is a controllable, safe, and environmentally benign method of mining which can operate under strict environmental controls and which often has cost advantages. In-situ leaching gains importance for the exploitation of low grade ore deposits, for its low production cost. Many new projects for uranium in-situ leaching are being planned at present.

The advantages of this technology are:

the reduced hazards for the employees from accidents, dust, and radiation,
the low cost;
no need for large uranium mill tailings deposits

Taken together, potentially higher uranium prices and lower extraction costs appear positive for the Workman Creek Project. While uranium prices have historically been volatile and there is no guarantee that ISL is a viable option for Workman Creek, the prospect for developing the mine is much improved in light of these two factors.

Exploration Plan
The NI 43-101 Technical Report prepared for the project outlines an aggressive two-stage exploration and development program. Phase One would consist of evaluating of the Wyoming Mineral Corporation database (compiled during the period 1978 to 1980), twinning four existing holes (two each in North and South Workingman) to confirm the nature and grade of mineralization, and additional claim acquisition. This phase is expected to take about three months to complete at an estimated cost of US$250,000. Upon successful completion of Phase One, the Company intends to apply to change its listing from Tier Two of the Toronto Venture Exchange to a Tier One listing.

Phase Two of the proposed program is a much more extensive and detailed exploration phase. If results from Phase One indicate the Company should proceed, they anticipate undertaking a

detailed geological study to determine the extent and quality of uranium mineralization. Also, preliminary evaluation of the ore body would be undertaken to determine whether in situ leaching is feasible. From there a preliminary feasibility study could be completed. Phase Two of the project is expected to take about six months to complete at an estimated cost of US$550,000.

The Company is currently poised to begin Phase One, and if warranted would proceed as quickly as possible to Phase Two. We note that Phase Two would also include an examination of the surrounding claims that are discussed below. Total cost for phases one and two would be around US$800,000.

As discussed in the Project Overview, Rodinia also controls the eight other significant radiometric anomalies that have been identified in the vicinity. All of these anomalies are within a 10 mile radius of the Workman Creek deposit. Rodinia has also staked the most significant of the 46 known deposits discovered during the 1950’s staking rush (see map at right). While little work has been done on these properties to date, the Company believes that they represent significant blue-sky opportunity and plans to begin exploration during Phase Two.

Item 5. Operating and Financial Review and Prospects

A. Operating results.

U.S. and Canadian GAAP Differences
The financial statements used and included in this Statement are prepared in accordance with accounting principles generally accepted in Canada. The significant differences between Canadian and U.S. GAAP are as follows:

(i) Under Canadian GAAP, the mineral properties are carried at cost and written off or written down if the properties are abandoned, sold or if management decides not to pursue the

properties. Under U.S. GAAP, the company would periodically review and obtain independent reports in determining adjustments to the mineral properties and record properties at net realizable value. The company has not yet obtained an independent report for U.S. GAAP purposes, therefore, the company’s mineral property costs have been written off in this note to financial statements.

(ii) Under U.S. GAAP, stock compensation expense is recorded for non-employees based upon the discount from market at the date the option is granted.

(iii) Under U.S. GAAP, investments held for re-sale are recorded at market value. The difference between the market value and the cost of the investment is recorded as a separate shareholder equity category named comprehensive income. Once the investment is sold, the comprehensive income for that investment is cleared out to income. Under Canadian GAAP, investments held for re-sale are recorded at the lower of cost or market. There is no comprehensive income category in Canada.

Further discussion regarding the differences between U.S. GAAP and Canadian GAAP is contained in the financial reports included in the financial statements under Part III, Item 17 of this registration statement.

B. Liquidity and capital resources.

Year ended December 31, 2004 compared with the year ended December 31, 2003

The loss for the year ended December 31, 2004 was $362,534 as compared with a loss of $154,427 for the year ended December 31, 2003. The main reason for the difference is the increased expense of the stock options granted. The fair value of the 391,000 stock options granted during the year was estimated at $183,770 (2003: $73,857). The following expenses increased due to increased activity and the two private placements that were completed during the year: (i) Accounting, audit and legal fees increased by $52,788; (ii) shareholders communication and promotion increased by $15,404; and (iii) consulting fees increased by $11,623.

In management’s view, given the nature of the Company’s operations, the most relevant financial information relates primarily to current liquidity, solvency and planned expenditures. The Company’s financial success will be dependent upon the acquisition of a property and the discovery of economically recoverable reserves. Such development may take years to complete and the amount of resulting income, if any, is difficult to determine.

As at December 31, 2004, the Company’s working capital deficit was $192,418 as compared to a working capital deficit of $41,638 in the beginning of the period (December 31, 2003). The Company will require financing to meet its anticipated administrative and overhead expenses. The Company proposes to meet any additional financing requirements through the exercise of outstanding options and/or arranging other forms of equity financing. In light of the continually changing financial markets, there is no assurance that funding by equity subscriptions will be possible at the times required or desired by the Company.

The Company’s historical capital needs have been met by equity subscriptions (2004 - $386,000; 2003 – $180,000); convertible loans (2004 – $151,800; 2003 - Nil). On October 19, 2004, the TSX Venture Exchange accepted for filing the documentation with respect to the Non-brokered Private Placement/Convertible Loans announced September 20, 2004. The one year

convertible loans totaling $151,800 are convertible into units of one common share and one common share purchase warrant. Each warrant will have a term of one year from the date of issuance of the notes (to September 20, 2005) and entitles the holder to purchase one common share, exercisable at the price of $0.30. A finder’s fee of 46,750 units payable to Brad Aelicks, with the same terms as the convertible loans, has also been approved by the TSX.

The Company will require additional financing to fund any extensive development and expansion of its existing businesses, as well as any further investigations and/or evaluations of new acquisitions related to the industry. The Company anticipates being able to fund its activities to meet its anticipated administrative and overhead expenses until the year-end.

Year ended December 31, 2003 compared with the year ended December 31, 2002

The loss for the year ended December 31, 2003 was $154,427 as compared with a loss of $1,015,682 for the year ended December 31, 2002. The main reason for the difference arises from the Company’s decision in the previous year to write-off the mineral properties in the amount of $917,017. In addition, the Company focused their efforts to reduce discretionary expenses, due to the economic climate. However, due to the consolidation of shares and private placement, certain expenses increased. The Company, as required by new regulations and standards, expensed the fair value of the options granted during the year. The total expense was $73,857.

As at December 31, 2003, the Company was in a negative working capital position of ($41,638). The Company will require financing to meet its anticipated administrative and overhead expenses. The Company proposes to meet any additional financing requirements through the exercise of outstanding options and/or arranging other forms of equity financing. In light of the continually changing financial markets, there is no assurance that funding by equity subscriptions will be possible at the times required or desired by the Company.

C. Research and development, patents and licenses, etc.

For the year ended December 31, 2002 and up to December 31, 2004 collectively, the Company did not incur any expenditures relating to either patent and/or license development or filings.

D. Trend information.

E. Off-balance sheet arrangements.

There are no off-balance sheet arrangements to which the Company is committed.

F. Tabular disclosure of contractual obligations.

The Company has no contractual obligations.

G. Safe harbor.

The following cautionary statements are made pursuant to the Private Securities Litigation Reform Act of 1995 in order for the Company to avail itself of the "safe harbor" provisions of that Act. Discussions and information in this document which are not historical facts should be considered forward-looking statements. With regard to forward-looking statements, including those regarding the potential revenues from the mining and development of uranium properties, and the business prospects or any other aspect of the Company, actual results and business performance may differ materially from that projected or estimated in such forward-looking statements. The Company has attempted to identify in this document certain of the factors that it currently believes may cause actual future experience and results to differ from its current expectations. In addition to the risks cited above specific to the exploration and mining of uranium, differences may be caused by a variety of factors, including but not limited to, adverse economic conditions, entry of new and stronger competitors, inadequate capital and the inability to obtain funding from third parties, unexpected costs, inability to obtain or keep qualified personnel, and the volatility of uranium markets and prices.

Item 6. Directors, Senior Management and Employees

A. Directors and senior management.

Name and Residence of Directors and Present Offices Held	Principal Occupation or employment and, if not a previously elected director, occupation during the past 5 years	Date Elected or Appointed a Director
Donald Morrison⁽¹⁾ Vancouver, BC Director and President	President of the Company since 2001.	November 2, 1995
Donald Mosher⁽¹⁾ North Vancouver, BC Director	Financial consultant since 2003.	December 8, 2003
Ken Thorsen⁽¹⁾ Port Coquitlam, B.C. Director	Geological Engineer. President of Thorsen Consulting Ltd. from 2002 to the present.	November 1, 2004
Walter E. Brooks⁽¹⁾ Toronto, ON Director	Self-employed consultant (financial services).	August 10,1995

(1) Member of the audit committee.

B. Compensation.

Executive Officers of the Company

The following table contains information about the compensation paid to, or earned by (a) the Company’s chief executive officer (or an individual who acted in a similar capacity) (“CEO”); (b) the Company’s chief financial officer (or an individual who acted in a similar capacity) (“CFO”); (c) each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers as at December 31, 2004 and whose total salary and bonus exceeds $150,000 during the year ended December 31, 2004; and (d) any additional individuals for whom disclosure would have been provided under (c) except that the individual was not serving as an officer of the Company as of December 31, 2004 (together, the “Named Executive Officers”).

Summary Compensation Table

⁽¹⁾ Year ended December 31^st
⁽²⁾The Company does not currently have a CFO. Mr. Mosher, a director of the Company, has performed the functions similar to that of a CFO since January 2004. The amounts shown as compensation to Donald Mosher relate to his management services and should not be interpreted as fees related to his services as Acting CFO.

Long Term Incentive Plan (LTIP) Awards

The Company does not have any long term incentive plans and, except as disclosed above, no remuneration payments were made, directly or indirectly, by the Company to its Named Executive Officers during the fiscal year ended December 31, 2004.

An LTIP is “any plan providing compensation intended to motivate performance over a period longer than one fiscal year but does not include option or stock appreciation rights plans or plans for compensation through shares or units that are subject to restrictions on resale”.

Option and Stock Appreciation Rights (SARs)

The Company has in place a stock option plan for the purpose of attracting and motivating directors, officers, employees and consultants of the Company and advancing the interests of the Company by affording such persons with the opportunity to acquire an equity interest in the Company through rights granted under the plan to purchase shares of the Company. See “Particulars of Other Matters to be Acted Upon – Ratification of Stock Option Plan” below for details relating to the Company’s existing stock option plan.

Option/SAR Grants During the Most Recently Completed Financial Year

The following table (presented in accordance with the Rules) sets forth stock options granted during the most recently completed financial year to each of the Named Executive Officers.

Name and Principal Position	Year ⁽¹⁾	Annual Compensation			Long Term Compensation			All other Compensa- tion ($)
		Annual Compensation			Awards		Payouts
		Salary ($)	Bonus ($)	Other Annual Compensation ($)	Securities Under Option/ SAR's granted (#)	Restricted Shares or Restricted Share Units ($)	LTIP Payouts ($)
Donald Morrison President & CEO	2004 2003 2002	Nil Nil Nil	Nil Nil Nil	$35,500 $27,500 $22,000	150,000 175,000 Nil	Nil Nil Nil	Nil Nil Nil	$1,000 Nil Nil
Donald Mosher Acting CFO	2004 2003 2002	Nil N/A N/A	Nil N/A N/A	$6,000 N/A N/A	113,000 N/A N/A	Nil N/A N/A	Nil N/A N/A	$1,000 N/A N/A

	Securities Under Options/SAR's Granted (#)	% of Total Options/SAR's Granted to in Fiscal Year	Exercise or Base Price⁽¹⁾ ($/Security)	Market Value of Securities Underlying Options/SAR's on Date of Grant ($/Security)	Expiration Date
Donald Morrison	50,000 100,000	12.89% 25.77%	$0.30 $1.00	$0.30 $1.00	April 13, 2009 November 26, 2006
Donald Mosher	70,000 43,000	18.04% 11.08%	$0.30 $0.60	$0.30 $0.60	April 13, 2009 November 4, 2006

⁽¹⁾ The exercise price of stock options is determined by the Board of Directors in accordance with TSX Venture Exchange policies.

Aggregated Option/SAR Exercises During the Most Recently Completed Financial Year and Financial Year-End Option/SAR Values

During the Company’s completed financial year ended December 31, 2004, the following options were exercised by the Named Executive Officers:

Name (a)	Securities Acquired on Exercise (#) ⁽¹⁾ (b)	Aggregate Value Realized ($) (c)	Unexercised Options/SARs at financial year end (#) ⁽²⁾ Exercisable/ Unexercisable (d)	Value of Unexercised in the-Money Options/SARs at Financial Year End ($) ⁽²⁾⁽³⁾Exercisable/ Unexercisable (e)
Donald Morrison	100,000	$25,000	225,000	$240,750

(1) Number of common shares of the Company acquired on the exercise of stock options.
(2) As freestanding SARs have not been granted, the number of shares shown is related solely to stock options as at December 31, 2004.
(3) Value of unexercised-in-the-money options calculated using the closing price of common shares of the Company on the TSX on December 31, 2004 (the Company’s financial year end) of $1.07 per share, less the exercise price per share.

Option and SAR Repricings

There were no repricings of stock options under the stock option plan or otherwise during the Company’s completed financial year ended December 31, 2004.

Defined Benefit or Actuarial Plan

The Company does not have a defined benefit or actuarial plan.

Termination of Employment, Change in Responsibilities and Employment Contracts

Except as otherwise disclosed herein, there are no compensatory plans, contracts or arrangements in place with any Named Executive Officer resulting from the resignation, retirement or any other termination of employment of the Named Executive Officer with the Company or from a change in control of the Company or a change in the Named Executive Officer’s responsibilities following a change in control, where the value of such compensation, including periodic payments or installments, exceeds $100,000.

Compensation of Directors

The Company does not have any non-cash compensation plans for its directors and it does not propose to pay or distribute any non-cash compensation during the current financial year, other than the possible grant of incentive stock options.

Furthermore, other than as disclosed above in the Summary Compensation Table for the Named Executive Officers, no amount was paid to any director of the Company during the fiscal year ended December 31, 2004 for services as a consultant or expert, except for a $1,000 director’s fee paid to Walter Brooks.

The following table sets forth information concerning individual grants of options to purchase securities of the Company made to the directors of the Company (excluding the Named Executive Officers), during the most recently completed financial year:

Name	Securities Under Options/SAR's Granted (#)	% of Total Options/SAR's Granted in Fiscal Year	Exercise or Base Price⁽¹⁾ ($/Security)	Market Value of Securities Underlying Options/SAR's on Date of Grant ($/Security)	Expiration Date
Walter Brooks	25,000	6.44%	$0.30	$0.30	April 13, 2009
Ken Thorsen	25,000 20,000	6.44% 5.15%	$0.60 $1.00	$0.60 $1.00	November 4, 2006 November 26, 2006

(1) The exercise price of stock options is determined by the Board of Directors in accordance with TSX Venture Exchange policies.

C. Board practices.

Term of Office Each director of the Company is elected annually and holds office until the next Annual General Meeting of the shareholders unless that person ceases to be a director before then.

Management Contracts During the Company’s most recently completed financial year ended December 31, 2004, there were no management functions of the Company, which were to any substantial degree performed by a person other than a director or senior officer of the Company.

Audit Committee

Mandate The primary function of the audit committee (the “Committee”) is to assist the board of directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to (i) serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements; (ii) review and appraise the performance of the Company’s external auditors; and (iii) provide an open avenue of communication among the Company’s auditors, financial and senior management and the board of directors.

Composition The Committee shall be comprised of three directors as determined by the board of directors, the majority of whom shall be free from any relationship that, in the opinion of the board of directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of the Company’s Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Company’s financial statements.

The members of the Committee shall be elected by the board of directors at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full board of directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings
The Committee shall meet at least twice annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors in separate sessions.

Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a)

Review and update this Charter annually.

(b)

Review the Company’s financial statements, MD&A and any annual and interim earnings, press releases before the Company publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion or review rendered by the external auditors.

Financial Reporting Processes

(a)	In consultation with the external auditors, review with management the integrity of the Company’s financial reporting process, both internal and external.
(b)	Consider the external auditor’s judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
(c)	Consider and approve, if appropriate, changes to the Company’s auditing and accounting principles and practices as suggested by the external auditors and management.
(d)	Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
(e)	Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
(f)	Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
(g)	Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
(h)	Review any complaints or concerns about any questionable accounting, internal accounting controls or auditing matters.
(i)	Review certification process.
(j)	Establish a procedure for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Other
Review any related party transactions.

Composition of the Audit Committee

The following are the members of the Committee:

Donald Morrison	Not independent*	Financially literate*
Donald Mosher	Independent*	Financially literate*
Ken Thorsen	Independent*	Financially literate*

* As defined by Multilateral Instrument 52-110, Audit Committees (“MI 52-110”).

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the board of directors of the Company.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s most recently completely financial year has the Company relied on the exemption in section 2.4 of MI 52-110 (De Minimis Non-audit Services), or an exemption from MI 52-110, in whole or in part, granted under Part 8 of MI 52-110.

D. Employees.

As of May 31, 2005, the Company had no full-time or part-time employees.

E. Share ownership.

See Item 6B above.

Item 7. Major Shareholders and Related Party Transactions

A. Major shareholders.

There are no major shareholders as defined as beneficial owners of 5% or more of the each class of the company’s voting securities

B. Related party transactions.

For the year ended December 31, 2004
During the year, the Company was charged $35,500 by a director of the Company for management fees; $6,000 by a director for consulting fees; $3,000 by 3 directors for directors’ fees. In addition, the director charged the Company $10,000 for rent and telephone expenses. The transactions were recorded at the exchange amount. Included in accounts payable is $Nil payable to a director.

For the Year Ended December 31, 2003
During the year, the Company was charged $27,500 by a director of the Company for administrative, management and office services. In addition, the director charged the Company $9,600 for rent and office expenses. The transactions were recorded at the exchange amount. Included in accounts payable is $18,200 payable to a director of the Company. During the year,

the Company settled debt of $10,600 due to a director and $19,400 of debt to a company with common directors by issuing a total of 200,000 pre-rollback common shares at $0.15 per share.

For the Year Ended December 31, 2002
During the year, the Company was charged $52,000 by 2 directors of the Company for administrative, management and office services. During the year, the Company paid NIL a directors for directors’ fees to a director. In all the above cases, the transactions were recorded at the exchange amount. Included in accounts payable is $32,950 payable to 2 directors of the Company. The Company settled the loans payable of $30,000 for 200,000 shares at $0.15. The Company settled an accounts payable of $10,600 due to a director for 70,667 shares at $0.15 and $19,400 due to a company with common directors for 129,333 shares at $0.15. The shares were issued on April 9, 2003.

C. Interests of experts and counsel.

No experts or counsel employed by the Company own shares in the Company.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information.

The audited financial statements for the Company for the fiscal years ending December 31, 2004, and 2003 form a material part of this Registration Statement. See Item “19” herein below.

B. Significant Changes.

There have not been any significant changes in the Company since the date of the most recent interim financial statements other than those disclosed in this Annual Report.

Item 9. The Offer and Listing.

A. Offer and listing details.

The following table indicates the annual high and low market prices for the five most recent financial years:

Year	Annual High	Annual Low
2004	$1.49	$0.21
2003	$0.50	$0.01
2002	$0.07	$0.01
2001	$0.18	$0.02
2000	$0.37	$0.08

The following table indicates the high and low market prices for each full financial quarter for the two most recent full financial years:

Quarter Ended	High	Low
December 31,, 2004	$1.49	$0.50
September 30, 2004	$0.60	$0.28
June 31, 2004	$0.38	$0.28
March 31, 2004	$0.40	$0.21
December 31, 2003	$0.50	$0.25
September 30 , 2003	$0.27	$0.01
June 31, 2003	$0.09	$0.01
March 31, 2003	$0.07	$0.02

The following table indicates the high and low market prices for the most recent six months:

Month	High	Low
April 2005	$1.20	$0.90
March 2005	$1.70	$1.05
February 2005	$1.85	$0.87
January 2005	$1.20	$1.01
December 2004	$1.49	$0.95
November 2004	$1.20	$0.54

The Company has authorized 100,000,000 common equity shares with no par value. As of December 31, 2004 there were 5,541,995 shares issued and outstanding. The shares of the Company are listed on the TSX Venture Exchange.

B. Plan of distribution.

Not Applicable

C. Markets.

The Company’s shares are traded on the TSX Venture Exchange (the “TSX-V”).

D. Selling shareholders

Not Applicable

E. Dilution.

Not Applicable

F. Expenses of the issue.

Not Applicable

Item 10. Additional Information.

A. Share capital.

Changes in capital stock during the years ended December 31, 2004 and 2003 were as follows:

	2004		2003
	Number of		Number of
	Shares	Amount	Shares		Amount

Balance, beginning of year	3,683,595	$12,793,357	13,017,975		$12,613,357

Issued during the year:
-debt settlement			400,000		60,000
			13,417,975		12,673,357
- 1:5 share rollback			(10,734,380	)
For cash
- Private Placement @ $0.18	800,000	144,000	1,000,000		120,000
- Private Placement @ $0.25	824,000	206,000
- Finders’ fee	64,400

-Options exercised @ $0.25	120,000	30,000
- Warrants exercised @ $0.12	50,000	6,000

Balance at end of year	5,541,995	$13,179,357	3,683,595		$12,793,357

During the year, the Company issued 800,000 units at a price of $0.18 per unit. Each unit consists of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at a price of $0.23 per share for a period of one year. Subsequent to the year end, 200,000 of these warrants were exercised.

During the year, the Company issued 824,000 units at a price of $0.25 per unit. Each unit consists of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at a price of $0.35 per share for a period of one year.

During the year, the Company engaged Haywood Securities Inc. (“Haywood”) to conduct a brokered private placement of 2,000,000 units at a price of $0.65 per unit. Each unit (a “Unit”) will consist of one common share of the Company and one-half share purchase warrant. Each full warrant will entitle the holder to purchase one additional common share of the Company at a price per common share of $0.80 in the first year and $0.90 in the second year. Haywood will receive a commission equal to 7.5% of the proceeds of the offering, payable in cash or Units. Haywood will also receive warrants (the “Agent’s Warrants”) equal to 10% of the number of Units sold under the offering, each Agent’s Warrant being convertible into one Unit at a price of $0.65, and a corporate finance fee of 30,000 Units for services rendered in connection with the offering.

During the prior year, the Company completed a private placement of 1 million shares and 1 million share purchase warrants. Each share purchase warrant entitles the holder to purchase an additional common share for $0.12 if exercised on or before September 8, 2004 and $0.15 per share thereafter up to and including September 8, 2005. During the year, 50,000 of those warrants were exercised for proceeds of $6,000. Subsequent to the year end, an additional 200,000 warrants were exercised for proceeds of $30,000.

Stock Option Plan

The shareholders have approved a Stock Option Plan (the “Plan”) that provides for the issuance of up to 10% of the Company’s issued and outstanding shares to eligible employees, directors and services providers of the Company and its subsidiaries. The Plan authorizes the granting of options to purchase shares of the Company’s common stock at an option price equal to or greater than the closing price of the shares on the day preceding the award date. The options generally partially vest with the recipient at the time of granting, and have a maximum term of 5 years. As at December 31, 2004, all options were fully vested.

During the years ended December 31, 2004 and 2003, stock options were granted, exercised and expired/cancelled as follows:

	2004		2003
	Number of	Weighted	Number of	Weighted
	Options	Average	Options	Average
		Price		Price

Balance – beginning of year	273,360	$0.25	180,800	$0.75
Granted	175,000	$0.30	273,360	$0.25
	93,000	$0.60
	120,000	$1.00
Exercised/expired	(120,000)	$0.25	(180,800)	$0.75

	541,360	$0.49	273,360	$0.25

The number of options and the weighted average exercise price of options issued prior to 2003 have been adjusted to reflect the 1:5 rollback of shares.

During the year ended December 31, 2004, the Company granted 388,000 stock options to directors and consultants. The fair value of these options have been estimated using the Black-Scholes option pricing model using a risk-free interest rate of 2.0%, an expected life of 2-5 years, an imputed dividend yield of 0%, and a volatility assumption as indicated below:

Number	Exercise	Grant	Value	Total	Volatility
of Options	Price	Date	per share	Value	Assumption
175,000	$0.30	April 13, 2004	$0.29	$50,750	134%
96,000	$0.60	November 5, 2004	$0.68	63,420	94%
120,000	$1.00	November 29, 2004	$0.58	69,600	100%
				$183,770

During spring of 2005, the Company, pursuant to TSX Venture Exchange policies and the Company’s Stock Option Plan, an aggregate of 420,000 shares was granted as incentive stock options to directors and key employees at an exercise price of $1.25 per share. The options are exercisable for a period of two years, ending on March 20, 2007, and are subject to the requirements of the TSX Venture Exchange.

Share Purchase Warrants

	2004		2003
	Number of	Weighted	Number of	Weighted
	Options	Average	Options	Average
		Price		Price

Balance – beginning of year	1,000,000	$0.15	150,000	$3.33
Granted	925,216	$0.23	100,000,000	$0.15
	888,400	$0.35
Exercised/expired	(50,000)	$0.15	(150,000)	$3.33

	2,763,616	$0.49	273,360	$0.25

Contributed Surplus

		2004		2003

Opening balance	$	73,857	$	-
Loan conversion		16,265		-
Employee and director stock options		183,770		73,857
Closing balance	$	273,892	$	73,857

As of December 31, 2004, the Company has outstanding loans ($151,800 – accepted by the TSX on October 19, 2004) that are for a one-year term, unsecured and non-interest bearing. The lenders have the right to convert their loans into units at a deemed value of $0.30 per unit on the earlier of March 17, 2005 or the Company graduating to Tier-2 of the TSX Venture Exchange. Each unit consists of one common share of the Company and one non-transferable share purchase warrant entitling the holder to purchase an additional share of the Company at an exercise price of $0.30 per share for a period of one year from the date of the loan. A finder’s fee of 46,750 shares valued at $14,025 is payable with respect to this transaction. As of December 31, 2004, $16,265 of the loan was classified as contributed surplus to recognize the value of the conversion feature of the loans.

B. Memorandum and articles of association.

With respect to a director’s power to vote on a proposal, arrangement or contract in which the director is materially interested the Company’s Articles state as follows:

17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all of the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

With respect to the directors’ power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body the Company’s Articles state as follows:

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

With respect to borrowing powers exercisable by the directors and how such borrowing powers can be varied the Company’s Articles state as follows:

8. BORROWING POWERS

The Company, if authorized by the directors may:

(1)	borrow money in the manner and amount, on the security, from the sources on the terms and condition that they consider appropriate;
(2)	issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
(3)	guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
(4)	mortgage, charge, whether by the way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

Any bonds or debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.

The Company’s Articles do not set an age limit requirement with respect to the retirement or non-retirement of directors.

With respect to the number of shares, if any, required for director’s qualification the Company’s Articles state as follows:

13.4 Qualifications of Directors

A director is not required to hold a share in the capital of the Company as the qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

C. Material contracts.

Lucky Boy Uranium Project agreement with Golden Patriot, Corp.

The Company was granted an option by Golden Patriot, Corp., a Nevada based company (“Golden Patriot”), to acquire up to a 40% interest in the Lucky Boy Uranium Project once Golden Patriot has earned into the Project. The Lucky Boy Uranium Project consists of 14 BLM claims and an 80-acre State Lease contiguous to the claims, located in Gila County, Arizona.

October 26, 2004 Letter of Intent with Cooper Minerals Inc.

On October 26, 2004 the Company entered into a Letter of Intent with Cooper Minerals, Inc. (“Cooper”) with the intention to enter into a formal option agreement which will provide for the acquisition by the Company, through its wholly owned subsidiary, Donnybrook Platinum Resources Inc, a Wyoming corporation (“DPRI), of a 100% interest in the Workman Creek Uranium Deposit Project. The Company has been granted the sole and exclusive irrevocable right and option to acquire, through DPRI, a 100% interest in and to the claims, subject only to a

3% NSR, and in and to the data all on the terms and subject to the conditions set forth. To exercise the Option, the following cash payments must be made at the times specified:

1.	On execution of the Letter of Intent (LoI), $42,500 to Cooper (paid);

2.	On the earlier of (1) 60 days after the date of the LoI and (2) 5 business days after the acceptance by the TSXV of the Claims as a “Tier 1 Property”, $42,500 to Cooper, as reimbursement of the balance of expenses (paid after year end);

3.	On the “Closing Date”, $50,000 to Cooper;

4.	The funds necessary to initiate the preparatory work to carry out the first phase of the exploration program recommended in the Report must be advanced to Cooper upon receipt by the Company of an acceptable budget with respect to such preparatory work, and the balance of funds necessary to carry out the first phase of such exploration program (currently estimated to be $200,000) must be advanced to Cooper within 5 business days of receipt by the Company of copies of all permits required to permit the balance of such first phase to be carried out;

5.	An aggregate US$2,000,000 in expenditures in connection with maintaining, exploring, developing or equipping any one or more of the Claims (or any additional properties covered by section 6 of the QD&RRI (“Additional Properties”)) for commercial production must be incurred as follows:

	i.	on or before the first anniversary of the date of this LoI, not less than an aggregate US$350,000;
	ii.	on or before the second anniversary of the date of this LoI, not less than an aggregate US$850,000;
	iii.	on or before the third anniversary of the date of this LoI, not less than an aggregate US$1,400,000;

	iv.	on or before the fourth anniversary of the date of this LoI, not less than an aggregate US$2,000,000;

	provided, that, until the earlier of (1) a minimum aggregate US$1 million of such expenditures has been incurred in respect of the Claims and (2) a bankable feasibility study has been received in respect of the Claims, such expenditures will only be incurred in respect of the Claims;

6.	On the Closing Date, 2,500,000 of the Company’s Common Shares must be issued to the direction of Cooper;

7.	On the Closing Date, the Company must accept the subscription (at a subscription price of $10), by way of private placement subscription agreement in standard form executed by the “Vendors”, for, and issue to the “Vendors”, non-transferable share purchase warrants (the “Warrants”) entitling the purchase by each of the two “Vendors” of 750,000 Common Shares of the Company at a price per share equal to the greater of (1) $0.01 in excess of the closing price of the Company’s shares on the TSXV on the day prior to the announcement of a “Transaction” (as that term is defined in the Underlying Agreement), and (2) the price of any financing completed by the Company concurrently with the Transaction, exercisable for a period of 5 years from the Closing Date; and

8.	On the Closing Date, all of Cooper’s obligation under the Underlying Agreement, including, without limitation, the obligation to make Advance Royalty Payments under the QD&RRI, must be assumed.

	The closing date will occur 5 business days after the last of the 3 following dates:

	i.	Receipt of TSX Venture Exchange (”TSVX”) acceptance for filing of the Company’s graduation to Tier 1 on the TSVX;
	ii.	Receipt of discretionary order of the BC Securities Commission permitting the issuance of the Company’s shares to the directors of Cooper in circumstances where the claims are being acquired by DPRI;
	iii.	Receipt of TSVX acceptance for filing of the claims as a “Tier 1 property”.

The Company has also agreed to a finder’s fee of up to 227,917 common shares in respect to this transaction if it closes.

D. Exchange controls.

The following disclosure addresses provisions of the Investment Canada Act (the “ICA”), enacted on June 20, 1985, that are material to an investment in the Company.

Canada has no system of exchange controls. There are no exchange restrictions on borrowing from foreign countries nor on the remittance of dividends, interest, royalties and similar payments, management fees, loan repayments, settlement of trade debts or the repatriation of capital.

The ICA requires prior notification to the Government of Canada on the “acquisition of control” of Canadian businesses by non-Canadians, as defined in the ICA. Certain acquisitions of control, discussed below, are reviewed by the Government of Canada. The term “acquisition of control” is defined as any one or more non-Canadian persons acquiring all or substantially all of the assets used in the Canadian business, or the acquisition of the voting shares of a Canadian

corporation carrying on the Canadian business or the acquisition of the voting interests of an entity controlling or carrying on the Canadian business. The acquisition of the majority of the outstanding shares is deemed to be an “acquisition of control” of a corporation. The acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an “acquisition of control” of a corporation unless it can be established that the purchaser will not control the corporation.

Investments requiring notification and review are all direct acquisitions of Canadian businesses with assets of $5,000,000 or more (subject to the comments below on WTO investors), and all indirect acquisitions of Canadian businesses (subject to the comments below on WTO investors) with assets of more than $50,000,000 or with assets of between $5,000,000 and $50,000,000 which represent more than 50% of the value of the total international transaction. In addition, specific acquisitions or new businesses in designated types of business activities related to Canada’s cultural heritage or national identity could be reviewed if the Government of Canada considers that it is in the public interest to do so.

The ICA was amended with the implementation of the Agreement establishing the World Trade Organization (“WTO”) to provide for special review thresholds for “WTO investors”, as defined in the ICA. “WTO investor” generally means:

(a)	an individual, other than a Canadian, who is a national of a WTO member (such as, for example, the United States), or who has the right of permanent residence in relation to that WTO member;
(b)	governments of WTO members; and
(c)	entities that are not Canadian controlled, but which are WTO investor controlled, as determined by rules specified in the ICA.

The special review thresholds for WTO investors do not apply, and the general rules described above do apply, to the acquisition of control of certain types of businesses specified in the ICA, including a business that is a “cultural business”. If the WTO investor rules apply, an investment in the shares of the Corporation by or from a WTO investor will be reviewable only if it is an investment to acquire control of the Corporation and the value of the assets of the Corporation is equal to or greater than a specified amount (the “WTO Review Threshold”). The WTO Review Threshold is adjusted annually by a formula relating to increases in the nominal gross domestic product of Canada. For 2005, the WTO Review Threshold was determined to be $250,000,000.

If any non-Canadian, whether or not a WTO investor, acquires control of the Corporation by the acquisition of shares, but the transaction is not reviewable as described above, the non-Canadian is required to notify the Canadian government and to provide certain basic information relating to the investment. A non-Canadian, whether or not a WTO investor, is also required to provide a notice to the government on the establishment of a new Canadian business. If the business of the Corporation is then a prescribed type of business activity related to Canada’s cultural heritage or national identity, and if the Canadian government considers it to be in the public interest to do so, then the Canadian government may give a notice in writing within 21 days requiring the investment to be reviewed.

For non-Canadians (other than WTO investors), an indirect acquisition of control, by the acquisition of voting interests of an entity that directly or indirectly controls the Corporation, is reviewable if the value of the assets of the Corporation is then $50,000,000 or more. If the WTO investor rules apply, then this requirement does not apply to a WTO investor, or to a person acquiring the entity from a WTO investor. Special rules specified in the ICA apply if the

value of the assets of the Corporation is more than 50% of the value of the entity so acquired. By these special rules, if the non-Canadian (whether or not a WTO investor) is acquiring control of an entity that directly or indirectly controls the Corporation, and the value of the assets of the Corporation and all other entities carrying on business in Canada, calculated in the manner provided in the ICA and the regulations under the ICA, is more than 50% of the value, calculated in the manner provided in the ICA and the regulations under the ICA, of the assets of all entities, the control of which is acquired, directly or indirectly, in the transaction of which the acquisition of control of the Corporation forms a part, then the thresholds for a direct acquisition of control as discussed above will apply, that is, a WTO Review Threshold of $250,000,000 (in 2005) for a WTO investor or a threshold of $5,000,000 for a non-Canadian other than a WTO investor. If the value exceeds that level, then the transaction must be reviewed in the same manner as a direct acquisition of control by the purchase of shares of the Corporation.

If an investment is reviewable, an application for review in the form prescribed by the regulations is normally required to be filed with the Director appointed under the ICA (the “Director”) prior to the investment taking place and the investment may not be consummated until the review has been completed. There are, however, certain exceptions. Applications concerning indirect acquisitions may be filed up to 30 days after the investment is consummated and applications concerning reviewable investments in culture-sensitive sectors are required upon receipt of a notice for review. In addition, the Minister (a person designated as such under the ICA) may permit an investment to be consummated prior to completion of the review, if he is satisfied that delay would cause undue hardship to the acquiror or jeopardize the operations of the Canadian business that is being acquired. The Director will submit the application to the Minister, together with any other information or written undertakings given by the acquiror and any representation submitted to the Director by a province that is likely to be significantly affected by the investment.

The Minister will then determine whether the investment is likely to be of net benefit to Canada, taking into account the information provided and having regard to certain factors of assessment where they are relevant. Some of the factors to be considered are:

(a)	the effect of the investment on the level and nature of economic activity in Canada, including the effect on employment, on resource processing, and on the utilization of parts, components and services produced in Canada;
(b)	the effect of the investment on exports from Canada;
(c)	the degree and significance of participation by Canadians in the Canadian business and in any industry in Canada of which it forms a part;
(d)	the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada;
(e)	the effect of the investment on competition within any industry or industries in Canada;
(f)	the compatibility of the investment with national industrial, economic and cultural policies;
(g)	the compatibility of the investment with national industrial, economic and cultural policies taking into consideration industrial, economic and cultural objectives enunciated by the government or legislature of any province likely to be significantly affected by the investment; and
(h)	the contribution of the investment to Canada’s ability to compete in world markets.

To ensure prompt review, the ICA sets certain time limits for the Director and the Minister. Within 45 days after a completed application has been received, the Minister must notify the acquirer that he is satisfied that the investment is likely to be of net benefit to Canada, or that he is unable to complete his review, in which case he shall have 30 additional days to complete his

review (unless the acquirer agrees to a longer period), or he is not satisfied that the investment is likely to be of net benefit to Canada.

Where the Minister has advised the acquirer that he is not satisfied that the investment is likely to be of net benefit to Canada, the acquirer has the right to make representations and submit undertakings within 30 days of the date of the notice (or any further period that is agreed upon between the acquirer and the Minister). On the expiration of the 30 day period (or the agreed extension), the Minister must quickly notify the acquirer that he is now satisfied that the investment is likely to be of net benefit to Canada or that he is not satisfied that the investment is likely to be of net benefit to Canada. In the latter case, the acquirer may not proceed with the investment or, if the investment has already been consummated, must divest itself of control of the Canadian business.

The ICA provides civil remedies for non-compliance with any provision. There are also criminal penalties for breach of confidentiality or providing false information.

Except as provided in the ICA, there are no limitations under the laws of Canada, the Province of British Columbia or in any constituent documents of the Corporation on the right of non-Canadians to hold or vote the common shares of the Corporation.

The ICA specifically exempts certain transactions from either notification or review. Included among this category of transactions is the acquisition of voting shares or other voting interests by any person in the ordinary course of that person’s business as a trader or dealer in securities.

E. Taxation.

The following is a general discussion of certain possible United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of the Company. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (see “Taxation – Canadian Federal Tax Consequences” below).

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. This discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares of the Company and no opinion or representation with respect to the United States federal income tax consequences to any such holder or perspective holder is made. Accordingly, holders and prospective holders of common shares of the Company should consult their own tax advisors about the federal, state, local and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.

U.S. Holders

As used herein, a “U.S. Holder” means a holder of common shares of the Company who is (i) a citizen or individual resident of the United States, (ii) a Company or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) an estate whose income is taxable in the United states irrespective of source or (iv) a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or a conversion transaction, constructive sale or other arrangement involving more than one position, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets within the meaning of Section 1221 of the Code. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

Distribution on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States federal income tax purposes the gross amount of such distributions equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date) to the extent that the Company has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a Company.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, to the extent that there are no expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

Dividends paid on the common shares of the Company generally will not be eligible for the dividends received deduction provided to Companies receiving dividends from certain United States Companies. A U.S. Holder which is a Company and which owns shares representing at least 10% of the voting power and value of the Company may, under certain circumstances, be entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of the voting power and value of the Company) deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a “foreign personal holding company” or a “passive foreign investment Company,” as defined below). The availability of this deduction is subject to several complex limitations which are beyond the scope of this discussion.

Certain information reporting and backup withholding rules may apply with respect to the Company’s common shares. In particular, a payor or middleman within the U.S., or in certain cases outside the U.S., will be required to withhold 31% of any payments to a holder of the Company’s common shares of dividends on, or proceeds from the sale of, such common shares within the U.S., unless the holder is an exempt recipient, if the holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, the backup withholding tax requirements. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. federal income tax liability, provided the required information is furnished to the IRS. U.S. Holders are urged to consult their own tax counsel regarding the information reporting and backup withholding rules applicable to the Company’s common shares.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of the Company may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign sources income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income,” “high withholding tax interest,” “financial services income,” “shipping income,” and certain other classifications of income. Dividends distributed by the Company will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. In addition, U.S. Holders which are Companies that own 10% or more of the voting stock of the Company may be entitled to an “indirect” foreign tax credit under Section 902 with respect to payment of dividends by the Company under certain circumstances and subject to complex rules and limitations. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of the Company should consult their own tax advisors regarding their particular circumstances.

Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of the Company. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. This gain or loss will be capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder, which will be long-term capital gain or loss if the common shares of the Company are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders which are not Companies, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are Companies (other than Companies subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of this discussion may not describe the United States federal income tax consequences resulting from the holding and disposition of common shares:

Foreign Personal Holding Company

If at any time during a taxable year (i) more than 50% of the total combined voting power or the total value of the Company’s outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United States and (ii) 60% (50% in some circumstances) or more of the Company’s gross income for such year was “foreign personal holding Company.” In that event, U.S. Holders that hold common shares would be required to include in gross income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income. The Company does not believe that it currently qualifies as a foreign personal holding Company. However, there can be no assurance that the Company will not be considered a foreign personal holding Company for the current or any future taxable year.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company’s outstanding shares is held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or Companies, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company may be treated as a “foreign investment Company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain. The Company does not believe that it currently qualifies as a foreign investment Company. However, there can be no assurance that the Company will not be considered a foreign investment Company for the current or any future taxable year.

Passive Foreign Investment Company

Certain United States income tax legislation contains rules governing “passive foreign investment companies” (“PFIC”) which can have significant tax effects on U.S. Holders of foreign Companies. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a Company that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is “passive income”, which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the Company is not publicly traded and either is a controlled foreign Company or makes an election, by adjusted tax basis) of its assets that produce or are held for the production of “passive income” is 50% or more. If a foreign Company owns, directly or indirectly, at least 25% by value of the stock a second Company, then for purposes of the PFIC tests described above, the first Company will be treated as owning a proportionate share of the assets of, and as receiving a proportionate share of the income of, the second Company.

The Company believes that it qualified as a PFIC for the fiscal year ended December 31, 2001 and may have qualified as a PFIC in prior years. The Company may or may not qualify as a PFIC in subsequent years due to changes in its assets and business operations. There can be no assurance that the Company’s determination concerning its PFIC status will not be challenged or that it will be able to satisfy record keeping requirements that will be imposed on a qualified electing fund (“QEF”). Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.

A U.S. Holder who holds stock in a foreign Company during any year in which such Company qualifies as a PFIC is subject to United States federal income taxation under one of two alternative tax regimes at the election of each such U.S. Holder. The following is a discussion of such two alternative tax regimes applied to such U.S. Holders of the Company. In addition, special rules apply if a foreign Company qualifies as both a PFIC and a “controlled foreign Company” (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of all classes of s stock entitled to vote of such foreign Company (See more detailed discussion at “Controlled Foreign Company” below).

A U.S. Holder who elects in a timely manner to treat the Company as a QEF (an “Electing U.S. Holder”) will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year in which the Company qualifies as a PFIC on his pro rata share of the Company’s (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain to the Electing U.S. Holder and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income to the Electing U.S. Holder, in each case, for the shareholder’s taxable year in which (or with which) the Company’s taxable year ends, regardless of whether such amounts are actually distributed.

The effective QEF election also allows the Electing U.S. Holder to (i) generally treat any gain realized on the disposition of his Company common shares (or deemed to be realized on the pledge of his shares) as capital gain; (ii) treat his share of the Company’s net capital gain, if any, as long-term capital gain instead of ordinary income; and (iii) either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of the Company’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the Electing U.S. Holder is not

a Company, such an interest charge would be treated as “personal interest” that is not deductible.

The procedure a U.S. Holder must comply with in making an effective QEF election will depend on whether the year of the election is the first year in the U.S. Holder’s holding period in which the Company is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a timely QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, the Company qualified as a PFIC in a prior year, then in addition to filing documents, the U.S. Holder must elect to recognize (i) under the rules of Section 1291 of the Code (discussed herein), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if the Company is a controlled foreign Company, the U.S. Holder’s pro rata share of the Company’s post-1986 earnings and profits as of the qualification date. The qualification date is the first day of the Company’s first tax year in which the Company qualified as a QEF with respect to such U.S. Holder. The elections to recognize such gain or earnings and profits can only be made if such U.S. Holder’s holding period for the common shares of the Company includes the qualification date. By electing to recognize such gain or earnings and profits, the U.S. Holder will be deemed to have made a timely QEF election. A U.S. Holder who made elections to recognize gain or earnings and profits after May 1, 1992 and before January 27, 1997 may, under certain circumstances, elect to change such U.S. Holder’s qualification date to the first day of the first QEF year. U.S. Holders are urged to consult a tax advisor regarding the availability of and procedure for electing to recognize gain or earnings and profits under the foregoing rules.

A QEF election, once made with respect to the Company, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a QEF election is made by a U.S. Holder and the Company ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which the Company does not qualify as a PFIC. Therefore, if the Company again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which the Company qualifies as a PCIF. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the shares of the Company qualifies as a PFIC.

If a U.S. Holder does not make a timely QEF election during a year in which it holds (or is deemed to have held) the shares in question and the Company is a PFIC (a “Non-electing U.S. Holder”), then special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his Company common shares and (ii) certain “excess distributions”, (generally, distributions received in the current taxable year that are in excess of 125% of the average distributions received during the three preceding years or, if shorter, the U.S. Holder’s holding period) by the Company.

A Non-electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his Company common shares and all excess distribution of his Company common shares over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to the first taxable year of the Company during such U.S. Holder’s holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the

foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-electing U.S. Holder that is not a Company must treat this interest charge as “personal interest” which, as discussed above, is wholly nondeductible. The balance of the gain of the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.

If the Company is a PFIC for any taxable year during which a Non-electing U.S. Holder holds Company common shares, then the Company will continue to be treated as a PFIC with respect to such Company common shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Company common shares had been sold on the last day of the last taxable year for which it was a PFIC.

Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold, actually or constructively, marketable stock (as specifically defined in the Treasury Regulations) of a foreign Company that qualifies as a PFIC may annually elect to mark such stock to the market (a “mark-to-market election’). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to the Company common shares. A U.S. Holder who makes the mark-to market election will include in income for the taxable year for which the election was made an amount equal to the excess, if any, of the fair market value of such shares as of the common shares of the Company as of the close of such tax year over such U.S. Holder’s adjusted basis in such common shares. In addition, the U.s. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.s. Holder’s adjusted tax basis in the common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the mark-to-market gains for the common shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior tax year but for the Section 1291 interest on tax deferral rules discussed above with respect to Non-electing U.S. Holders, over (B) the mark-to-market loses for shares that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in the common shares of the Company will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless the Company common shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders should consult their tax advisor regarding the manner of making such an election.

Under Section 1291(f) of the code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-electing U.S. Holders that were generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such ceases the basis of the Company common shares in the hands of the transferee and the basis of any property received in exchange for those common shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis in this case will depend on the manner in which the common shares are transferred. The specific tax effect to the U.S. Holder

and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of the Company is urged to consult a tax advisor with respect to how the PFIC rules affect their tax situation.

Certain special, generally adverse, rules will apply with respect to Company common shares while the Company is a PFIC whether or not it is treated as a QEF. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

Controlled Foreign Company

If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of the Company is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships and Companies or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), each of whom own, actually or constructively, 10% or more of the total combined voting power of all classes of shares entitled to vote of the Company (“United States shareholder”), the Company could be treated as a controlled foreign Company (“CFC”) under Subpart F of the Code. This classification would affect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes a United States Shareholder of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of the Company who is or was a United States Shareholder at any time during the five-year period ending with the sale or exchange is treated as ordinary income to the extent of earnings and profits of the Company attributable to the shares sold or exchanged. If a foreign Company is both a PFIC and a CFC, the foreign Company generally will not be treated as a PFIC with respect to United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign Companies ending with or within such taxable years of United States Shareholders. Special rules apply to United States shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. The Company does not believe that it currently qualifies as a CFC. However, there can be no assurance that the Company will not be considered a CFC for the current or any future taxable year.

Canadian Federal Income Tax Consequences

The following is a general discussion of al material Canadian federal income tax consequences, under current law, generally applicable to (a “Holder”) of one or more common shares of Telesis North Communications Inc. (the “Company”) who for the purposes of the Income Tax Act (Canada)(the “Act”) is a non-resident of Canada, holds his common shares as capital property and deals at arm’s length with the Company and is restricted to such circumstances.

Dividends

A Holder will be subject to Canadian withholding tax (“Part XIII Tax”) equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on his common shares. Under the 1995 Protocol amending the Canada-U.S. Income Tax Convention (1980) (the “Treaty”) the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States is reduced from the 25% rate. Under the Treaty, the Company will be required to withhold Part XIII Tax at 15% from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder. The 15% rate is further reduced to 5% if the shareholder is a Company owning at least 10% of the outstanding common shares of the Company.

Disposition of Common Shares

A Holder who disposes of a common share, including by deemed disposition on death, will not be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted “taxable Canadian property” as defined by the Act. Generally, a common share will not constitute taxable Canadian property of a Holder unless he held the common share as capital property used by him carrying on a business (other than an insurance business) in Canada, or he or persons with whom he did not deal at arm’s length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company. The disposition of a common share that constitutes “taxable Canadian property” of a Holder could also result in a capital loss, which can be used to reduce all taxable income (only that portion of taxable income derived from a capital gain).

A capital gain occurs when proceeds from the disposition of a share of other capital property exceeds the original cost. A capital loss occurs when the proceeds from the disposition of a share are less than the original cost. Under the Act, capital gain is effectively taxed at a lower rate as only 50% of the gain is effectively included in the Holder’s taxable income.

A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common share is derived from, or forms an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 months preceding disposition, or (c) the Holder (i) was a resident of Canada at any time within the 10 years immediately, and for a total of 120 months during the 20 years, preceding the disposition, and (ii) owned the common share when he ceased to be a resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on disposition of a common share must include one half of the capital gain (taxable capital gain) in computing his taxable income earned in Canada. The Holder may, subject to certain limitations, deduct one half of any capital loss (allowable capital loss) arising on disposition of taxable Canadian property from taxable gains realized in the year of disposition in respect to taxable Canadian property. To the extent the capital loss is not deductible in the current year the taxpayer may deduct the capital loss (after taking into account the inclusion rate of a previous year) from such taxable capital gains of any of the three preceding years or any subsequent year.

F. Dividends and paying agents.

The payment of dividends on the Shares of the Company is within the discretion of the Board of Directors and will depend upon the Company’s future earnings, its capital requirements, its financial condition, and other relevant factors. No dividends have been paid on any class of shares of the Company since the date of its incorporation and it is not contemplated that any dividends will be paid in the immediate or foreseeable future.

G. Statement by experts.

Dr. J.H. Montgomery, Ph.D., P. Eng of Vancouver, British Columbia is cited as an expert in this statement and is the author of the included technical report attached as an exhibit. Dr. Montgomery is geological engineer and resides at 8606 Fremlin Street, Vancouver, B.C. He is a graduate of the University of British Columbia: B.SC. in 1959; M.Sc. in 1960 and Ph.D. in 1967. He has practiced in his profession since 1959, and is a member of the Association of Professional Engineers and Earth Science of British Columbia. He is also on the advisory board of the Canadian Institute of Gemology. On page 80 of the technical report, Dr. Montgomery consents to the Company using his report in this manner.

H. Documents on display.

The above contracts and documents respecting the Company may be inspected at the registered and records offices for the Company in the Province of British Columbia, located at 595 Howe Street Suite 600, Vancouver, British Columbia, V6C 2T5.

The Company has filed with the Securities and Exchange Commission this Annual Report on Form 20-F, including exhibits, under the Securities and Exchange Act of 1934 with respect to the Company’s Common Shares.

You may read and copy all or any portion of the Annual Report of other information in our files in the Commission’s public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the Commission located at Seven World Trade Centre, 13th Floor, New York, NY 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may request copies of these documents upon payment of a duplicating fee, by writing to the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

I. Subsidiary Information.

Not applicable

Item 11. Quantitative and Qualitative Disclosures About Market Risk.

The Company currently has no revenues. The Company’s financial instruments are comprised of trade accounts receivables and payables which are subject to normal credit risks.

Item 12. Description of Securities Other than Equity Securities.

A. Debt Securities.

Not Applicable

B. Warrants and Rights.

During the year ending December 31, 2004, the Company issued 800,000 units at a price of $0.18 per unit. Each unit consists of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at a price of $0.23 per share for a period of one year. Subsequent to the year end, 200,000 of these warrants were exercised.

During the year ending December 31, 2004,, the Company issued 824,000 units at a price of $0.25 per unit. Each unit consists of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at a price of $0.35 per share for a period of one year.

During the year ending December 31, 2004,, the Company engaged Haywood Securities Inc. (“Haywood”) to conduct a brokered private placement of 2,000,000 units at a price of $0.65 per unit. Each unit (a “Unit”) will consist of one common share of the Company and one-half share purchase warrant. Each full warrant will entitle the holder to purchase one additional common share of the Company at a price per common share of $0.80 in the first year and $0.90 in the second year. Haywood will receive a commission equal to 7.5% of the proceeds of the offering, payable in cash or Units. Haywood will also receive warrants (the “Agent’s Warrants”) equal to 10% of the number of Units sold under the offering, each Agent’s Warrant being convertible into one Unit at a price of $0.65, and a corporate finance fee of 30,000 Units for services rendered in connection with the offering.

During the year ending December 31, 2003, the Company completed a private placement of 1 million shares and 1 million share purchase warrants. Each share purchase warrant entitles the holder to purchase an additional common share for $0.12 if exercised on or before September 8, 2004 and $0.15 per share thereafter up to and including September 8, 2005. During the year, 50,000 of those warrants were exercised for proceeds of $6,000. Subsequent to the year end, an additional 200,000 warrants were exercised for proceeds of $30,000.

Share Purchase Warrants

	2004		2003
	Number of	Weighted	Number of	Weighted
	Options	Average	Options	Average
		Price		Price

Balance – beginning of year	1,000,000	$0.15	150,000	$3.33
Granted	925,216	$0.23	100,000,000	$0.15
	888,400	$0.35
Exercised/expired	(50,000)	$0.15	(150,000)	$3.33

	2,763,616	$0.49	273,360	$0.25

C. Other Securities.

Not applicable

D. American Depositary Shares.

Not applicable

PART II

Not Applicable

PART III

Item 17 and 18. Financial Statements.

RODINIA MINERALS INC.

(FORMERLY DONNYBROOK RESOURCES INC.)

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2004 and 2003

AUDITORS’ REPORT

To the Shareholders of
Rodinia Minerals Inc.
(formerly Donnybrook Resources Inc.)

We have audited the consolidated balance sheet of Rodinia Minerals Inc. (formerly Donnybrook Resources Inc.) as at December 31, 2004 and December 31, 2003 and the consolidated statements of income and deficit and cash flows for the years then ended. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and with the standards of the Public Accounting Oversight Board of the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2004 and December 31, 2003 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

	N.I. Cameron Inc. (signed)

Vancouver, British Columbia	CHARTERED ACCOUNTANTS
March 4, 2005
(Except for Note 13 which is June 1, 2005)

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
CONSOLIDATED BALANCE SHEETS
December 31, 2004 and 2003

ASSETS
		2004			2003
CURRENT
Cash	$	69,493		$	346
Accounts receivable		2,844			306
Prepaid expense		10,000			-
		82,337			652
RESOURCE PROPERTIES (Note 5)		374,281			-
	$	456,618		$	652

LIABILITIES

CURRENT
Accounts payable (Note 9)	$	139,220		$	41,615
Loans payable (Note 6)		135,535			675
		274,755			42,290

SHAREHOLDERS’ EQUITY (DEFICIT)

CAPITAL STOCK (Notes 5, 7 and 12)
Authorized:
100,000,000 common shares, without par value
Issued and fully paid:
5,541,995 common shares (2003 – 3,683,595)		13,179,357			12,793,357

CONTRIBUTED SURPLUS (Note 8)		273,892			73,857

DEFICIT		(13,271,386	)		(12,908,852	)
		181,863			(41,638	)
	$	456,618		$	652

SUBSEQUENT EVENT (Note 12)

APPROVED ON BEHALF OF THE BOARD:

/s/ Donald Morrison	Director

/s/ Donald Mosher	Director

The accompanying notes are an integral part of these financial statements

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
CONSOLIDATED STATEMENTS OF INCOME AND DEFICIT
For the Years Ended December 31, 2004 and 2003

		2004			2003

REVENUE
Interest income	$	1,035		$	12


EXPENSES
Stock-based compensation (Note 7)	$	183,770		$	73,857
Accounting and legal		65,051			12,263
Management fees (Note 9)		35,500			28,264
Filing fees and services		19,375			19,718
Travel, promotion and shareholder information		15,404			-
Finder’s fee		14,025			-
Consulting fees (Note 9)		11,623			-
Office, rent and sundry		9,310			9,109
Transfer agent fees		3,505			5,114
Directors fees (Note 9)		3,000			-
Communications		2,319			4,370
Bank charges and interest		687			1,744
		363,569			154,439

NET LOSS FOR THE YEAR		(362,534	)		(154,427	)

DEFICIT AT BEGINNING OF YEAR		(12,908,852	)		(12,754,425	)

DEFICIT AT END OF YEAR	$	(13,271,386	)	$	(12,908,852	)


Loss per share	$	(0.08	)	$	(0.02	)

The accompanying notes are an integral part of these financial statements.

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2004 and 2003

		2004			2003
OPERATING ACTIVITIES
Net loss for the year	$	(362,534	)	$	(154,427	)
Add (deduct): items not involving cash
Stock-based compensation		183,770			73,857
		(178,764	)		(80,570	)
Changes in non-cash working capital
(Increase) decrease in accounts receivable		(2,538	)		1,058
(Increase) decrease in prepaid expense		(10,000	)
Increase (decrease) in accounts payable		97,605			(1,168	)

Cash applied to operating activities		(93,697	)		(80,680	)

INVESTING ACTIVITIES
Resource property recoveries (expenditures)		(374,281	)		-

Cash provided by investing activities		(374,281	)		-

FINANCING ACTIVITIES
Capital stock issued for cash		386,000			120,000
Increase (decrease) in loans payable		151,125			(39,925	)

Cash provided by (applied to) financing activities		537,125			80,075

NET INCREASE (DECREASE) IN CASH		69,147			(605	)
DURING THE YEAR

CASH AT BEGINNING OF YEAR		346			951

CASH AT END OF YEAR	$	69,493		$	346

The accompanying notes are an integral part of these financial statements.

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

1.	CONSOLIDATION

	These financial statements include the accounts of the Company and its wholly-owned subsidiary. Donnybrook Platinum Resources Inc. The subsidiary was incorporated in the State of Wyoming, U.S.A. on December 15, 1999.

2.	CHANGE OF NAME

	Effective August 13, 2003, the Company has changed its name from Donnybrook Resources Inc. to Rodinia Minerals Inc.

3.	NATURE OF OPERATIONS

	The Company is in the business of exploring and acquiring its resource properties. As at December 31, 2004, the Company had signed a Letter of Intent for an option agreement to acquire a mineral property in Arizona.

	The recoverability of amounts shown for resource properties and related deferred costs is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development and future profitable production from the properties or proceeds from disposition.

4.	SIGNIFICANT ACCOUNTING POLICIES

	The financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgement.

	The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

	*(a)*	*Resource properties*

		Acquisition costs of resource properties together with direct exploration and development expenditures thereon are deferred in the accounts. When and if production is attained, these costs will be amortized. When deferred expenditures on individual producing properties exceed the estimated net realizable value, the properties are written down to the estimated value. Costs relating to properties abandoned are written off when the decision to abandon is made.

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

4.	SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

	*(b)*	*Going concern*

		The accompanying financial statements have been presented assuming the Company will continue as a going concern. At December 31, 2004, the Company had accumulated $13,271,386 in losses and had no revenue-producing operations. At the date of this report, the Company has almost no liquidity and its ability to continue as a going concern is dependent upon its ability to raise additional capital or merge with a revenue producing venture partner. These matters raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made in the accompanying financial statements to provide for this uncertainty.

	*(c)*	*Stock-based compensation*

		The Company grants options in accordance with the policies of the TSX Venture Exchange. Effective January 1, 2002, the Company adopted the new CICA Handbook Section 3870 “Stock-Based Compensation and Other Stock-Based Payments”, of accounting for options and other stock-based compensation payments. This section requires the adoption of the fair value method effective January 1, 2004 and encourages earlier adoption of this requirement. Accordingly, the Company has adopted, on a prospective basis, the fair value method of accounting for all options, warrants and other stock-based compensation payments issued during fiscal 2003.

5.	RESOURCE PROPERTIES

	Resource properties consist of:

		2004		2003
Arizona Property
Property deposit	$	42,500	$	-
Claims		39,334		-
Consulting		56,705		-
Site visits		6,088		-
Reports and maps		12,712		-
Staking program		164,656		-
Equipment rental		34,398		-
General and administration		16,625		-
Field expenses		1,263		-
Total Resource Properties	$	374,281	$	-

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

5.	RESOURCE PROPERTIES (Cont’d)

	Arizona Property

	On October 26, 2004 the Company entered into a Letter of Intent with Cooper Minerals, Inc. (“Cooper”) with the intention to enter into a formal option agreement which will provide for the acquisition by the Company, through its wholly owned subsidiary, Donnybrook Platinum Resources Inc, a Wyoming corporation (“DPRI), of a 100% interest in the Workman Creek Uranium Deposit Project. The Company has been granted the sole and exclusive irrevocable right and option to acquire, through DPRI, a 100% interest in and to the claims, subject only to a 3% NSR, and in and to the data all on the terms and subject to the conditions set forth. To exercise the Option, the following cash payments must be made at the times specified:

	1.	On execution of the Letter of Intent (LoI), $42,500 to Cooper (paid);
	2.	On the earlier of (1) 60 days after the date of the LoI and (2) 5 business days after the acceptance by the TSXV of the Claims as a “Tier 1 Property”, $42,500 to Cooper, as reimbursement of the balance of expenses (paid after year end);
	3.	On the “Closing Date”, $50,000 to Cooper;
	4.	The funds necessary to initiate the preparatory work to carry out the first phase of the exploration program recommended in the Report must be advanced to Cooper upon receipt by the Company of an acceptable budget with respect to such preparatory work, and the balance of funds necessary to carry out the first phase of such exploration program (currently estimated to be $200,000) must be advanced to Cooper within 5 business days of receipt by the Company of copies of all permits required to permit the balance of such first phase to be carried out;
	5.	An aggregate US$2,000,000 in expenditures in connection with maintaining, exploring, developing or equipping any one or more of the Claims (or any additional properties covered by section 6 of the QD&RRI (“Additional Properties”)) for commercial production must be incurred as follows:

		i.	on or before the first anniversary of the date of this LoI, not less than an aggregate US$350,000;
		ii.	on or before the second anniversary of the date of this LoI, not less than an aggregate US$850,000;
		iii.	on or before the third anniversary of the date of this LoI, not less than an aggregate US$1,400,000;
		iv.	on or before the fourth anniversary of the date of this LoI, not less than an aggregate US$2,000,000;

		provided, that, until the earlier of (1) a minimum aggregate US$1 million of such expenditures has been incurred in respect of the Claims and (2) a bankable feasibility study has been received in respect of the Claims, such expenditures will only be incurred in respect of the Claims;
	6.	On the Closing Date, 2,500,000 of the Company’s Common Shares must be issued to the direction of Cooper;

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

5.	RESOURCE PROPERTIES (Cont’d)

	Arizona Property (cont’d)

	7.	On the Closing Date, the Company must accept the subscription (at a subscription price of $10), by way of private placement subscription agreement in standard form executed by the “Vendors”, for, and issue to the “Vendors”, non-transferable share purchase warrants (the “Warrants”) entitling the purchase by each of the two “Vendors” of 750,000 Common Shares of the Company at a price per share equal to the greater of (1) $0.01 in excess of the closing price of the Company’s shares on the TSXV on the day prior to the announcement of a “Transaction” (as that term is defined in the Underlying Agreement), and (2) the price of any financing completed by the Company concurrently with the Transaction, exercisable for a period of 5 years from the Closing Date; and

	8.	On the Closing Date, all of Cooper’s obligation under the Underlying Agreement, including, without limitation, the obligation to make Advance Royalty Payments under the QD&RRI, must be assumed.

	The closing date will occur 5 business days after the last of the 3 following dates:

		i.	Receipt of TSX Venture Exchange (”TSVX”) acceptance for filing of the Company’s graduation to Tier 1 on the TSVX;
		ii.	Receipt of discretionary order of the BC Securities Commission permitting the issuance of the Company’s shares to the directors of Cooper in circumstances where the claims are being acquired by DPRI;
		iii.	Receipt of TSVX acceptance for filing of the claims as a “Tier 1 property”.

		The Company has also agreed to a finder’s fee of up to 227,917 common shares in respect to this transaction if it closes.

		During the year, the Company staked an additional 161 mineral claims in the same area.

6.	LOANS PAYABLE

		2004		2003
Unsecured bridge loan payable, due on demand	$	-	$	-
Unsecured loans payable, non-interest bearing,
no specified terms of repayment		135,535		675
	$	135,535	$	675

As of December 31, 2004, $16,265 of the loan was classified as contributed surplus to recognize the value of the conversion feature of the loans

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

7.	CAPITAL STOCK

	(a)	Changes in capital stock during the years ended December 31 were as follows:

	2004			2003
	Number of			Number of
	Shares		Amount	Shares			Amount

Balance, beginning of year	3,683,595	$	12,793,357	13,017,975		$	12,613,357

Issued during the year:
- debt settlement				400,000			60,000
				13,417,975			12,673,357
- 1:5 share rollback				(10,734,380	)		-
For cash
- Private Placement @ $0.18	800,000		144,000	1,000,000			120,000
- Private Placement @ $0.25	824,000		206,000
- Finders’ fee	64,400
- Options exercised @ $0.25	120,000		30,000
- Warrants exercised @ $0.12	50,000		6,000

Balance at end of year	5,541,995	$	13,179,357	3,683,595		$	12,793,357

	(b)	During the year, the Company issued 800,000 units at a price of $0.18 per unit. Each unit consists of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at a price of $0.23 per share for a period of one year. Subsequent to the year end, 200,000 of these warrants were exercised.

	(c)	During the year, the Company issued 824,000 units at a price of $0.25 per unit. Each unit consists of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at a price of $0.35 per share for a period of one year.

	(d)	During the year, the Company engaged Haywood Securities Inc. (“Haywood”) to conduct a brokered private placement of 2,000,000 units at a price of $0.65 per unit. Each unit (a “Unit”) will consist of one common share of the Company and one-half share purchase warrant. Each full warrant will entitle the holder to purchase one additional common share of the Company at a price per common share of $0.80 in the first year and $0.90 in the second year. Haywood will receive a commission equal to 7.5% of the proceeds of the offering, payable in cash or Units. Haywood will also receive warrants (the “Agent’s Warrants”) equal to 10% of the number of Units sold under the offering, each Agent’s Warrant being convertible into one Unit at a price of $0.65, and a corporate finance fee of 30,000 Units for services rendered in connection with the offering.

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

7.	CAPITAL STOCK (Cont’d)

	(e)	During the prior year, the Company completed a private placement of 1 million shares and 1 million share purchase warrants. Each share purchase warrant entitles the holder to purchase an additional common share for $0.12 if exercised on or before September 8, 2004 and $0.15 per share thereafter up to and including September 8, 2005. During the year, 50,000 of those warrants were exercised for proceeds of $6,000. Subsequent to the year end, an additional 200,000 warrants were exercised for proceeds of $30,000.

	(f)	Stock Option Plan

		The shareholders have approved a Stock Option Plan (the “Plan”) that provides for the issuance of up to 10% of the Company’s issued and outstanding shares to eligible employees, directors and services providers of the Company and its subsidiaries. The Plan authorizes the granting of options to purchase shares of the Company’s common stock at an option price equal to or greater than the closing price of the shares on the day preceding the award date. The options generally partially vest with the recipient at the time of granting, and have a maximum term of 5 years. As at December 31, 2004, all options were fully vested.

	(g)	Stock Options

		During the years ended December 31, 2004 and 2003, stock options were granted, exercised and expired/cancelled as follows:

	2004			2003
	Number of		Weighted	Number of		Weighted
	Options		Average	Options		Average
			Price			Price

Balance – beginning of year	273,360		$0.25	180,800		$0.75
Granted	175,000		$0.30	273,360		$0.25
	93,000		$0.60
	120,000		$1.00
Exercised/expired	(120,000	)	$0.25	(180,800	)	$0.75

	541,360		$0.49	273,360		$0.25

The number of options and the weighted average exercise price of options issued prior to 2003 have been adjusted to reflect the 1:5 rollback of shares.

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

7.	CAPITAL STOCK (Cont’d)

	(g)	Stock Options (cont’d)

		During the year ended December 31, 2004, the Company granted 388,000 stock options to directors and consultants. The fair value of these options have been estimated using the Black- Scholes option pricing model using a risk-free interest rate of 2.0%, an expected life of 2-5 years, an imputed dividend yield of 0%, and a volatility assumption as indicated below:

Number	Exercise	Grant	Value		Total	Volatility
of Options	Price	Date	per share		Value	Assumption

175,000	$0.30	April 13, 2004	$0.29	$	50,750	134%
96,000	$0.60	November 5, 2004	$0.68		63,420	94%
120,000	$1.00	November 29, 2004	$0.58		69,600	100%
				$	183,770

(h)

Share Purchase Warrants

	2004			2003
	Number of		Weighted	Number of		Weighted
	Warrants		Average	Warrants		Average
			Price			Price

Balance – beginning of year	1,000,000		$0.15	150,000		$3.33
Granted	925,216		$0.23	1,000,000		$0.15
	888,400		$0.35
Exercised/expired	(50,000	)	$0.15	(150,000	)	$3.33

	2,763,616		$0.24	1,000,000		$0.15

8.	CONTRIBUTED SURPLUS

		2004		2003

Opening balance	$	73,857	$	-
Loan conversion (Note 6)		16,265		-
Employee and director stock options		183,770		73,857

Closing balance	$	273,892	$	73,857

9.	RELATED PARTY TRANSACTIONS

	During the year, the Company was charged $35,500 (2003 - $27,500) by a director of the Company for management fees; $6,000 (2003 – Nil) by a director for consulting fees; $3,000 (2003 – Nil) by 3 directors for directors’ fees. In addition, the director charged the Company $10,000 (2003 - $ 9,600) for rent and telephone expenses. The transactions were recorded at the exchange amount.

	Included in accounts payable is $Nil (2003 - $18,200) payable to a director.

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

10.	FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

	The Company’s financial instruments consist of cash, accounts receivable, accounts payable and loans payable. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying value.

11.	INCOME TAXES

	The Company has non-capital loss carry forwards available to reduce future taxable income as follows:

Year of Expiry		Amount

2005		177,512
2006		205,710
2007		248,352
2008		106,347
2009		96,312
2010		80,593
2014		178,785
	$	1,093,611

	The possible tax benefit of these losses is not reflected in these financial statements.

	The Company has filed tax returns showing Canadian Exploration Expenditures totaling $1,105,663 and Canadian Development Expenditures totaling $1,248,697, which are available to reduce future income taxes.

12.	SUBSEQUENT EVENTS

	Subsequent to the year-end, the Company arranged a $75,000 loan. The loan is for a period of 30 days and bears an interest rate of 10% per annum.

	This is an arm’s length transaction. A finder's fee of $7,500 will apply in accordance with TSX Venture Exchange (the “Exchange”) policies. In addition, for providing this facility to the Company, the lender will receive a bonus of 17,857 common shares, in the maximum number allowed by Exchange policies.

	The funds will be used for working capital purposes and it is anticipated that the loan will be repaid out of the proceeds of the Company’s private placement announced November 24, 2004. The private placement forms part of the Company’s reactivation application which is currently being reviewed by the Exchange.

	On March 2, 2005, the $75,000 loan was paid off.

	Also subsequent to the period, the Company closed on the private placement of 2 million shares for gross proceeds of $1,300,000 (See Note 7d).

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

13.	RECONCILIATION OF CANADIAN AND UNITED STATES GAAP

	These financial statements are prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP). Differences as at December 31, 2004 between Canadian GAAP and United States generally accepted accounting principles (U.S. GAAP) are described below, with the financial statement disclosure restated from Canadian GAAP with adjustments shown to conform to U.S. GAAP.

RODINIA MINERALS INC.
BALANCE SHEET
December 31, 2004
(An Exploration Stage Enterprise)

			2004						2003
	Canadian		Adjustments		U.S. GAAP		Canadian		Adjustments		U.S. GAAP
	GAAP		to arrive at				GAAP		to arrive at
			U.S. GAAP						U.S. GAAP

ASSETS
	$		$		$		$		$		$
CURRENT
Cash	69,493		-		69,493		346		-		346
Accounts receivable	2,844		-		2,844		306		-		306
Prepaid expense	10,000		-		10,000		-		-		-
	82,337				82,337		652				652

RESOURCE PROPERTIES	374,281		(374,281	)	-		-		-		-

	456,618		(374,281	)	82,337		652		-		652

LIABILITIES
CURRENT
Accounts payable	139,220		-		139,220		41,615		-		41,615
Loan payable	135,535		-		135,535		675		-		675
	274,755		-		274,755		42,290		-		42,290

SHAREHOLDERS’ EQUITY (DEFICIT)
CAPITAL STOCK
Authorized: 100,000,000
common shares without
par value	13,179,357		-		13,179,357		12,793,357		-		12,793,357
Issued: 5,541,995 shares
(2003 – 3,683,595 shares)
Contributed surplus	273,892		239,830		513,722		73,857		239,830		313,687
DEFICIT accumulated
during the exploration stage	(13,271,386	)	(614,111	)	(13,885,497	)	(12,908,852	)	(239,830	)	(13,148,682	)
	181,863		(374,281	)	(192,418	)	(41,638	)	-		(41,638	)

	456,618		(374,281	)	82,337		652		-		652

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

13.

RECONCILIATION OF CANADIAN AND UNITED STATES GAAP

RODINIA MINERALS INC.
STATEMENT OF INCOME AND DEFICIT
For the Years Ended December 31, 2004 and 2003
(An Exploration Stage Enterprise)

			2004						2003
	Canadian		Adjustments		U.S. GAAP		Canadian		Adjustments		U.S. GAAP
	GAAP		to arrive at				GAAP		to arrive at
			U.S. GAAP						U.S. GAAP

	$		$		$		$		$		$
REVENUE
Interest	1,035		-		1,035		12		-		12

EXPENSES
Accounting and audit	65,051		-		65,051		12,263		-		12,263
Bank charges and interest	687		-		687		1,744		-		1,744
Communications	2,319				2,319		4,370				4,370
Consulting fees	11,623		-		11,623		-		-		-
Directors’ fees	3,000		-		3,000		-		-		-
Filing fees	19,375		-		19,375		19,718		-		19,718
Finder’s fees	14,025		-		14,025		-		-		-
Management fees	35,500		-		35,500		28,264		-		28,264
Office and printing	9,310		-		9,310		9,109		-		9,109
Transfer agent fees	3,505		-		3,505		5,114		-		5,114
Travel, promotion &
shareholders’ information	15,404		-		15,404		-		-		-
Exploration
expense/recoveries			374,281		374,281		-		-		-
Stock-based compensation	183,770				183,770		73,857		-		73,857
	363,569		374,281		737,850		154,439		-		154,439

LOSS for the year	(362,534	)	(374,281	)	(736,815	)	(154,427	)	-		(154,427	)

DEFICIT, Beginning of the
year	(12,908,852	)	(239,830	)	(13,148,682	)	(12,754,425	)	(239,830	)	(12,994,255	)

DEFICIT, End of the year	(13,271,386	)	(614,111	)	(13,885,497	)	(12,908,852	)	(239,830	)	(13,148,682	)

LOSS PER SHARE	(0.08	)	-		(0.16	)	(0.02	)	-		(0.02	)

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

13.

RECONCILIATION OF CANADIAN AND UNITED STATES GAAP

RODINIA MINERALS INC.
STATEMENT OF STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2004 and 2003
(An Exploration Stage Enterprise)
(U.S. GAAP Only)

	Number of Common Shares	Total Capital Stock	Retained Earnings	Shares Subscribed Not Issued	Contributed Surplus	Total Shareholders' Equity
Balance. End of the Year
December 31, 2002	2,603,495	$ 12,613,357	$ (12,943,405)	$ -	$ 188,980	$ (141,068)
Transactions during the year
- Debt settlement	80,000	$ 60,000				$ 60,000
- Private Placement	1,000,000	$ 120,000				$ 120,000
- Contributed surplus					$ 73,857	$ 73,857
-Net income for the year			$ (154,427)			$ (154,427)
Balance. End of the Year
December 31, 2003	3,683,495	$ 12,793,357	$ (13,097,832)	$ -	$ 262,837	$ (41,638)
Transactions during the year
- Private Placement	1,624,000	$ 350,000				$ 350,000
- Finder’s fees	64,400	$ -				$ -
- Exercise of options	120,000	$ 30,000				$ 30,000
- Exercise of warrants	50,000	$ 6,000				$ 6,000
- Contributed surplus					$ 200,035	$ 200,035
-Net income for the year			$ (736,815)	$ -		$ (736,815)
Balance. End of the Year
December 31, 2004	5,541,895	$13,179,357	$ (13,834,647)	$ -	$ 462,872	$(192,418)

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

13.

RECONCILIATION OF CANADIAN AND UNITED STATES GAAP

RODINIA MINERALS INC.
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2004 and 2003
(An Exploration Stage Enterprise)

			2004						2003
	Canadian		Adjustments		U.S. GAAP		Canadian		Adjustments	U.S. GAAP
	GAAP		to arrive at				GAAP		to arrive at
			U.S. GAAP						U.S. GAAP

	$		$		$		$		$	$
CASH PROVIDED (USED) BY:

OPERATING ACTIVITIES
Operations
Net loss for the period	(362,534	)	(374,281	)	(736,815	)	(154,427	)	-	(154,427	)
Items not involving cash
Stock-based compensation	183,770		-		183,770		73,857		-	73,857
	(178,764	)	(374,281	)	(553,045	)	(80,570	)	-	(80,570	)

Changes in non-cash working capital	85,067		-		85,067		(110	)	-	(110	)
	(93,697	)	(374,281	)	(467,978	)	(80,680	)	-	(80,680	)

FINANCING ACTIVITIES
Increase in loans payable	151,125		-		151,125		(39,925	)	-	(39,925	)
Shares issued for cash	286,000		-		286,000		120,000		-	120,000
	537,125		-		537,125		80,075		-	80,075

INVESTING ACTIVITIES
Resources property
expenditures	(374,281	)	374,281		-		-		-	-
	(374,281	)	374,281		-		-		-	-

(DECREASE) INCREASE IN CASH	69,147		-		69,147		(605	)	-	(605	)
CASH (DEFICIENCY) BEGINNING OF YEAR	346		-		346		951		-	951
CASH (DEFICIENCY) END OF YEAR	69,493		-		69,493		346		-	346

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

13.	RECONCILIATION OF CANADIAN AND UNITED STATES GAAP

	Detailed adjustments from Canadian GAAP to U.S. GAAP, referenced to disclosure restated, above, are as follows:

	a)	Accounting for start-up costs – Mining Properties-Deferred Exploration Costs

		Acquisition Costs
		Mineral property acquisition costs are capitalized in accordance with FAS-141 subject, however to impairment pursuant to FAS-144. Exploration costs and mine development costs to be incurred, including those to be incurred in advance of commercial production and those incurred to expand capacity of proposed mines, are expensed as incurred while the Company is in the exploration stage. There are no discounted present cash flows available from the properties.

		Deferred Exploration Costs
		Under Canadian accounting principles, these costs and recoveries may be deferred prior to the commencement of commercial operations. Accounting principles in the United States require expenditures and revenue during the start-up of operations to be charged to earnings.

		During the year ended December 31, 2004, acquisition costs and deferred exploration costs were $374,281 (2003 – $Nil). Accordingly, these amounts were expensed in the statement of income under United States GAAP.

	b)	Loss carry forward

		The accounting for income taxes under Canadian GAAP and United States GAAP is essentially the same, except that:
		-	income tax rates of enacted or substantively enacted tax law must be used to calculate future income tax assets and liabilities under Canadian GAAP;
		-	Only income tax rates of enacted tax law can be used under United States GAAP.

		For both Canadian GAAP and U.S. GAAP, no Future Income Tax (Canadian GAAP) or Deferred Tax (U.S. GAAP) are either recorded as assets or as liabilities, as they are offset by valuation reserves due to uncertainty of utilization of tax losses.

	c)	Earnings (Loss) per Common Share

		Loss per common share for Canadian GAAP for the years ended December 31, 2004 and 2003 have changed due to fact that the losses have been revised under U.S. GAAP.

		Net Loss						Loss Per Share
Year Ended		Canadian GAAP			U.S. GAAP			Canadian GAAP			U.S. GAAP
2003	$	(154,427	)	$	(154,427	)	$	(0.02	)	$	(0.02	)
2004	$	(362,534	)	$	(736,815	)	$	(0.08	)	$	(0.16	)

The diluted loss per common share does not increase the basic loss per common share, due to antidilutive factors.

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

13.	RECONCILIATION OF CANADIAN AND UNITED STATES GAAP

	d)	Accounting for asset retirement obligations

		In August of 2001, U.S. FASB issued Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 applies to all entities. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and / or the normal operation of a long-lived asset, except for certain obligations of lessees. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS 143 is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company adopted SFAS 143 for the fiscal year beginning on January 1, 2003. The Company believes that SFAS 143 will not have a material effect on the Company’s results of operations, financial position or liquidity.

	e)	Accounting for costs associated with exit or disposal activities

		The U.S. FASB recently issued new Standard No. 146 relating to accounting for costs associated with exit or disposal activities. Effective January 1, 2003, the new standard requires the recognition of costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.

	f)	Investment securities

		United States GAAP requires that investment securities be classified as either “available for sale” or “held to maturity”, and requires available for sale securities to be reported on the balance sheet at their estimated fair values. Unrealized gains and losses arising from changes in fair values of available for sale securities are reported net of income taxes in other comprehensive income. For United States GAAP, the Company accounts for substantially all investment securities as available for sale. Under Canadian GAAP, investment securities are carried at cost or amortized cost, with other than temporary declines in value recognized based upon expected net realizable values.

	g)	Stock-based Compensation

		Accounting for Stock-based Compensation for both United States and Canadian GAAP uses the fair value-based method to measure compensation expense.

	h)	Exploration Stage Enterprise

		Under the Canadian accounting principles, the Company is considered to be a Development Stage Enterprise. In accordance with U.S. accounting principles this reference is revised to Exploration Stage Enterprise.

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

13.	RECONCILIATION OF CANADIAN AND UNITED STATES GAAP

	h)	Exploration Stage Enterprise (continued)

		Additional disclosure of the following items is required under U.S. accounting principles for exploration stage enterprises: (1) separate caption in the shareholders’ equity section of the balance sheet reporting cumulative net losses during the exploration stage, and this is disclosed in the above mentioned balance sheet reconciled to United States GAAP., (2) cumulative amounts of revenues and expenses since inception, (3) cumulative statement of cash flows since inception, and (4) details of each issuance of capital stock since inception. The Company has been an exploration stage since April 14, 1986 and the accumulated figures, for Items 2, 3 and 4, are not available and therefore are not disclosed.

	i)	Statement of Stockholders’ Equity

		A separate Statement of Stockholders’ Equity is not required for Canadian GAAP; it is, however, required in accordance with U.S. GAAP and, accordingly, is disclosed as a separate statement in the abovementioned for U.S. GAAP.

	j)	Recent Accounting Pronouncements

		In December 2003, the United States Securities and Exchange Commission issued Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”), which supersedes SAB 101, “Revenue Recognition in Financial Statements”. The primary purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, which was superseded as a result of the issuance of EITF 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables”. While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not have a material impact on the Company’s financial statements.

		In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers’ classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatory redeemable financial instruments of non-public entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard did not have a material effect on the Company’s results of operations or financial position.

RODINIA MINERALS INC.
(formerly Donnybrook Resources Inc.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2004 and 2003

13.	RECONCILIATION OF CANADIAN AND UNITED STATES GAAP

	j)	Recent Accounting Pronouncements (continued)

		In April 2003, FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. As the Company does not have any derivative instruments or hedging activities, the provisions of this pronouncement have no effect on the Company.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

	Rodinia Minerals, Inc.
	(Registrant)



	/s/ Don Morrison
	Don Morrison. President and CEO

Date: June 17, 2005

Item 19. Exhibits.

Exhibit 1.	Articles of Incorporation
Exhibit 2.	Technical Report
Exhibit 3.	Stock Option Plan
Exhibit 4.	Cooper Minerals Agreement
Exhibit 5.	Lucky Boy Agreement